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EXHIBIT 3.1
FEDERAL IDENTIFICATION
NO. 04-2911026
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Examiner | THE COMMONWEALTH OF MASSACHUSETTS
| WILLIAM FRANCIS GALVIN
| Secretary of the Commonwealth
| One Ashburton Place, Boston, Massachusetts 02108-1512
|
|
| RESTATED ARTICLES OF ORGANIZATION
| (GENERAL LAWS, CHAPTER 156B, SECTION 74)
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|
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| We, James C. Bender , *President
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Name |
Approved | and Valerie L. Pawson , *Clerk
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|
| of AWARE, INC.
| ------------------------------------------------------------------
| (Exact name of corporation)
|
| located at One Oak Park, Bedford, MA 01730
| ---------------------------------------------------------
| (Street address of corporation Massachusetts)
|
| do hereby certify that the following Restatement of the Articles of
|
| Organization was duly adopted at a meeting held on June 6, 1996 by a
| ------- --
| vote of the directors/or:
|
| ____ shares of ________________________ of _____ shares outstanding.
| (type, class & series, if any)
|
| ____ shares of _____________________ of ____ shares outstanding, and
| (type, class & series, if any)
|
| ____ shares of _________________________of _____ shares outstanding.
| (type, class & series, if any)
|
| **being at least a majority of each type, class or series
| outstanding and entitled to vote thereon:/**being at least
| two-thirds of each type, class or series outstanding and entitled
| to vote thereon and of each type, class or series of stock whose
| rights are adversely affected thereby:
|
| ARTICLE I
|
| The name of the corporation is:
C [ ] |
P [ ] | AWARE, INC.
M [ ] |
R.A. [ ] |
| ARTICLE II
|
| The purpose of the corporation is to engage in the following
| business activities:
|
| See Rider 2 attached
|
| *Delete the inapplicable words. **Delete the inapplicable clause.
| Note: If the space provided under any article or item on this form
| is insufficient, additions shall be set forth on separate 8 1/2 X 11
| sheets of paper with a left margin of at least 1 inch. Additions
- ----------| to more than one article may be made on a single sheet so long as
P.C. | each article requiring each addition is clearly indicated.
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ARTICLE III
State the total number of shares and par value, if any, of each class of stock
which the corporation is authorized to issue:
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WITHOUT PAR VALUE WITH PAR VALUE
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TYPE MUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
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Common: Common: 30,000,000 1 cent
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Preferred: Preferred: 1,048,356 $1.00
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Series C 5,410
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Series D 13,512 Undesignated 1,000,000
Series E 29,432
ARTICLE IV
If more than one class of stock is authorized, state a distinguishing
designation for each class. Prior to the issuance of any share of a class, if
shares of another class are outstanding, the corporation must provide a
description of the preferences, voting powers, qualifications, and special or
relative rights or privileges of that class and of each other class of which
shares are outstanding and of each series then established within any class.
See Rider 4(i) - (viii) attached
ARTICLE V
The restrictions, if any, impossed by the Articles of Organization upon the
transfer of shares of stock of any class are:
None
ARTICLE VI
**Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:
See Rider 6 A-F attached
**If there are no provisions state "None".
Note: The preceding six(6) articles are considered to be permanent and may ONLY
be changed by filing appropriate Articles of Amendment.
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ARTICLE VII
The effective date of the restated Articles of Organization of the corporation
shall be the date approved and filed by the Secretary of the Commonwealth. If a
later effective date is desired, specify such date which shall not be more
than thirty days after the date of filing.
ARTICLE VIII
The information contained in Article VIII is not a permanent part of the
Articles of Organization.
a. The street address (post office boxes are not acceptable) of the principal
office of the corporation in Massachusetts is:
One Oak Park, Bedford, MA 01730
b. The name, residential address and post office address of each director and
officer of the corporation is as follows:
NAME RESIDENTIAL ADDRESS POST OFFICE ADDRESS
President: James C. Bender 272 Farley Rd., Hollis, NH 03049
Treasurer: John Walsh 213 Forest St., Weymouth, MA 02190
Clerk: Valerie L. Pawson 196 Eliot St., Natick, MA 01760
Directors: James C. Bender 272 Farley Road, Hollis, NH 03049
John Kerr 336 Essex Road, Kenilworth, IL 60043
John Stafford 60 Strawberry Hill Road, Dover, MA 02030
Charles Stewart 7 Bristol Road, Northbrook, IL 60093
Jerald Fishman 169 Hickory Road, Weston, MA
c. The fiscal year (i.e., tax year) of the corporation shall end on the last
day of the month of: December
d. The name and business address of the resident agent, if any, of the
corporation is:
One Oak Park, Bedford, MA 01730
**We further certify that the foregoing Restated Articles of Organization affect
no amendments to the Articles of Organization of the corporation as heretofore
amended, except amendments to the following articles. Briefly describe
amendments below:
Article 2 - shorten purposes
Article 3 - increase common & preferred
Article 4 - various
Article 5 - various
SIGNED UNDER THE PENALTIES OF PERJURY, this ___________ day of _______________,
19________, _______________________________________, "President/"Vice President,
__________________________________________________, "Clerk/"Assistant Clerk.
*Delete the inapplicable words. **If there are no amendments, state "None".
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AWARE, INC.
Rider 2 to Restated Articles of Organization
To research, develop, manufacture and market computer software, hardware,
systems and electronic components, equipment and other products utilizing
computers and other information processing technologies.
In general, to carry on any lawful business whatsoever in connection with the
foregoing, or which is calculated directly or indirectly to promote the interest
of the corporation or to enhance the value of its properties and which is not
contrary to Chapter 156B of the General Laws of the Commonwealth of
Massachusetts, and to do or cause to have done any and all such acts and things
as may be necessary, desirable, convenient, or incidental to the consummation or
accomplishment of any or all of the foregoing purposes.
AWARE, INC.
Rider 4 to Restated Articles of Organization
I. PROVISIONS APPLICABLE TO SERIES A AND SERIES B PREFERRED SHARES.
All Series A Preferred Shares and all Series B Preferred Shares have been
canceled.
II. PROVISIONS APPLICABLE TO SERIES C PREFERRED SHARES, SERIES D
PREFERRED SHARES AND SERIES E PREFERRED SHARES.
There is hereby created a series of Preferred Shares designated as
"Series C Preferred Shares," and consisting of 5,410 Preferred Shares. There is
hereby created a series of Preferred Shares designated as "Series D Preferred
Shares," and consisting of 13,512 Preferred Shares. There is hereby created a
series of Preferred Shares designated as "Series E Preferred Shares," and
consisting of 29,432 Preferred Shares. The relative rights, preferences,
privileges, restrictions and other matters relating to the Series C Preferred
Shares, Series D Preferred Shares and Series E Preferred Shares or the holders
thereof are as follows:
1. Definitions. For purposes of this Rider 4 "Junior Shares" shall mean
all common stock and any other shares of the Corporation other than the
Preferred stock.
2. Voting Rights. The holders of the Series C Preferred Shares, Series
D Preferred Shares and Series E Preferred Shares shall be entitled to one
hundred (100) votes for each share of Series C Preferred Shares, Series D
Preferred Shares and Series E Preferred Shares held by them on all matters in
which stockholders are entitled to vote, including the election of directors.
3. Dividends Rights of Preferred. The holders of the Series C Preferred
Shares, Series D Preferred Shares and Series E Preferred Shares shall be
entitled to receive in any fiscal year, when and as declared by the Board of
Directors, out of any assets at the time legally available therefor, dividends
in cash at the rate per share per annum of one hundred (100) times the amount
payable in dividend on Junior Shares. The right to such dividends on the Series
C Preferred Shares, Series D Preferred Shares and Series E Preferred Shares
shall not be cumulative, and no right shall accrue to holders of Series C
Preferred Shares, Series D Preferred Shares or Series E Preferred Shares by
reason of the fact that dividends on such shares are not declared or paid in any
prior year. The holders of the Series C Preferred Shares, Series D Preferred
Shares and Series E Preferred Shares shall not be entitled to receive interest
type dividends on their investment.
4. Liquidation Preference.
(a) In the event of any liquidation, dissolution or winding up
of the Corporation, either voluntary or involuntary, the holders of
Rider 4 (i)
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the Series C Preferred Shares, Series D Preferred Shares and Series E Preferred
Shares shall be entitled to receive (i) the amount of $100.00 per share for each
share of Series C Preferred Stock then held by them, (ii) the amount of $100.00
per share of Series D Preferred Stock then held by them, and (iii) the amount of
$130.00 per share of Series E Preferred Stock then held by them, and in
addition, a further amount equal to all declared but unpaid dividends on the
Series C Preferred Shares, Series D Preferred Shares and Series E Preferred
Shares as provided in Paragraph 3 above, and after payment of the holders of
Junior Shares of $1.00 per share, the remaining assets of the Corporation shall
be distributed in equal amounts per share to the holders of the Series C, Series
D and Series E Preferred Stock and the holders of the Junior Shares.
If upon the occurrence of such event the assets and funds thus
distributed among the holders of the Preferred Stock shall be insufficient to
permit the payment to such holders of the full preferential amount aforesaid,
then the assets and funds of the Corporation legally available for distribution
shall first be distributed ratably among the holders of the Series E Preferred
Stock. After payment has been made to the holders of the Series E Preferred
Stock of the full preferential amounts to which they shall be entitled as
aforesaid, the holders of Series D Preferred Stock shall be entitled to receive
any remaining assets of the Corporation up to the full preferential amounts to
which they shall be entitled as aforesaid. After payment has been made to the
holders of the Series D Preferred Stock of the full preferential amounts to
which they shall be entitled as aforesaid, the holders of Series C Preferred
Stock shall be entitled to receive any remaining assets of the Corporation up to
the full preferential amounts to which they shall be entitled as aforesaid.
(b) For purposes of this Paragraph 4, a liquidation, dissolution or
winding up of the Corporation shall be deemed to be occasioned by, or to include
the Corporation's sale of all or substantially all of its assets or the
acquisition of this Corporation by another entity by means of merger or
consolidation resulting in the exchange of the outstanding shares of this
Corporation for securities or consideration issued, or caused to be issued, by
the acquiring corporation or its subsidiary.
(c) In the event the Corporation shall propose to take any action of
the types described in subparagraphs (a) and (b) of this Paragraph 4, the
Corporation shall, within ten (10) days after the date the Board of Directors
approves such action, or twenty (20) days prior to any shareholders' meeting
called to approve such action, whichever is earlier, give each holder of shares
of Series C Preferred Shares, Series D Preferred Shares and Series E Preferred
Shares initial written notice of the proposed action. Such initial written
notice shall describe the material terms and conditions of such proposed action,
including a description of the stock, cash and property to be received by the
holders of shares of Series C Preferred Shares, Series D Preferred Shares and
Series E Preferred Shares upon consummation of the proposed action and the date
of delivery thereof. If any material change in the facts set forth in
Rider 4 (ii)
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the initial notice shall occur, the Corporation shall promptly giving written
notice to each holder of shares of Series C Preferred Shares, Series D Preferred
Shares and Series E Preferred Shares of such material change.
(d) The Corporation shall not consummate any proposed action of the
type described in subparagraphs (a) and (b) of this Paragraph 4 before the
expiration of thirty (30) days after mailing of the initial notice or twenty
(20) days after the mailing of any subsequent written notice, whichever is
later; provided that any such 30-day or 20-day period may be shortened upon the
written consent of the holders of a majority of the outstanding shares of
Preferred Stock.
(e) In the event the Corporation shall propose to take any action of
the types described in subparagraphs (a) and (b) of this paragraph 4 which will
involve the distribution of assets other than cash, the Corporation shall
promptly engage independent competent appraisers to determine the value of the
assets to be distributed to the holders of shares of Preferred Stock. The
Corporation shall, upon receipt of such appraiser's valuation, give prompt
written notice to each holder of shares of Preferred Stock of the appraiser's
valuation. All notices pursuant to this paragraph 4 shall be deemed given upon
personal delivery or upon deposit in a United States Post Office by registered
or certified mail.
5. Conversion. The holders of the Preferred Stock shall have
conversion rights as follows (the "Conversion Rights"):
(a) Right to Convert.
(i) Each share of Series C Preferred Shares, Series D
Preferred Shares and Series E Preferred Shares shall be convertible, at the
option of the holder thereof, at any time after the date of issuance of such
share, at the office of the Corporation or any transfer agent for the Preferred
Stock, into Common Stock at the Conversion Rate (as hereinafter defined) in
effect at the time of conversion. The number of shares of Common Stock into
which each share of Series C Preferred Stock may be converted is hereinafter
referred to as the "Series C Conversion Rate", the number of shares of Common
Stock into which each share of Series D Preferred Stock may be converted is
hereinafter referred to as the "Series D Conversion Rate", and the number of
shares of Common Stock into which each share of Series E Preferred Stock may be
converted is hereinafter referred to as the "Series E Conversion Rate". The
Series C Conversion Rate, the Series D Conversion Rate and the Series E
Conversion Rate shall each be one hundred (100).
(ii) Each share of Series C Preferred Shares, Series D
Preferred Shares and Series E Preferred Shares shall automatically be converted
into shares of Common Stock at its Conversion Rate in the event of the closing
of a firm commitment underwritten public offering pursuant to an effective
registration statement under the Securities Act of 1933, as amended, covering
the offer and sale of Common Stock for the account of the Corporation to the
public at a
Rider 4 (iii)
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price per share of not less than $1.00 (as adjusted for stock splits,
recombinations and the like) and an aggregate offering price of not less than
$7,500,000. In the event of such an offering, the person(s) entitled to receive
Common Stock issuable upon conversion of Series C Preferred Shares, Series D
Preferred Shares or Series E Preferred Shares shall not be deemed to have
converted such Preferred Stock until immediately prior to the closing of such
sale of securities.
(iii) At the election of the Board of Directors at any time
after the Corporation has earned a cumulative profit of $5,000,000, each share
of Series C Preferred Shares, Series D Preferred Shares and Series E Preferred
Shares shall automatically be converted into Common Stock at its then effective
Conversion Rate fifteen (15) days after written notice of such election to each
of the holders of the Series C Preferred Shares, Series D Preferred Shares and
Series E Preferred Shares.
(b) Mechanics of Conversion.
(i) In order to exercise the conversion privilege, the holder
of any Series C Preferred Shares, Series D Preferred Shares or Series E
Preferred Shares to be converted shall surrender the certificate or certificates
therefor to any transfer agent of the Corporation for such Preferred Shares, at
offices which the Corporation shall cause to be maintained in Massachusetts,
duly endorsed in blank for transfer, accompanied by written notice of election
to convert such Preferred Shares or a portion thereof executed on the form set
forth on such certificates or on such other form as may be provided from time to
time by the Corporation.
As soon as practicable after the surrender of such certificates as
provided above, the Corporation shall cause to be issued and delivered, at the
office of such transfer agent, to or on the order of the holder of the
certificates thus surrendered, a certificate or certificates for the number of
Common Shares issuable hereunder upon the conversion of such Preferred Shares.
Such conversion shall be deemed to have been effected on the date on which the
certificates for such Preferred Shares have been surrendered as provided above,
and the person in whose name any certificate or certificates for Common Shares
are issuable upon such conversion shall be deemed to have become on such date
the holder of record of the shares represented thereby.
(ii) As long as any of the Series C Preferred Shares, Series D
Preferred Shares or Series E Preferred Shares remains outstanding, the
Corporation shall take all steps necessary to reserve and keep available a
number of its authorized but unissued Common Shares sufficient for issuance upon
conversion of all such outstanding Preferred Shares.
(iii) All certificates of Series C Preferred Shares, Series D
Preferred Shares and Series E Preferred Shares surrendered for conversion as
provided herein shall be canceled and retired in the
Rider 4 (iv)
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manner provided by law, and no further Preferred Shares shall be issued in lieu
thereof.
(iv) The exercise of the conversion privilege shall be subject
to such regulations, not inconsistent with the foregoing provisions of this
Section 5, as may from time to time be adopted by the Board of Directors of the
Corporation.
(v) All Common Shares issued upon the conversion of the Series
C Preferred Shares, Series D Preferred Shares and Series E Preferred Shares
shall be validly issued and outstanding and fully paid and nonassessable.
6. Restrictions on certain corporate action.
(a) The holders of the Series C, Series D and Series E Preferred Shares
shall vote as one class, regardless of series, and in no other manner, upon any
proposal for the Corporation to take any of the following actions, and no such
proposal shall be adopted, nor shall the Corporation take any such action,
without the affirmative vote, at a meeting duly called for that purpose, or the
written consent, with or without a meeting, of the holders of at least a
majority of the Series C, Series D and Series E Preferred Shares, voting as one
class regardless of series, together with such vote or consent of the holders of
other classes of shares of the Corporation as may then be required:
(i) any amendment or repeal of any of the provisions of the
Restated Articles of Organization as amended, or of any certificate filed
pursuant to law and setting forth the designation, description, and terms of any
series of Preferred Shares, or of any Bylaw, which would adversely affect the
rights or preferences of the Series C, Series D and Series E Preferred Shares or
of the holders thereof. If any such amendment or repeal, however, would
adversely affect the rights or preferences of less than all of the series of
Preferred Shares at the time outstanding, the vote or consent of the holders of
at least a majority of the outstanding shares of all series so affected, voting
as one class, shall be required in lieu of the vote or consent of the holders of
a majority of all of the Preferred Shares;
(ii) the creation or authorization of any additional class of
shares of the Corporation ranking prior to or on a parity with the Series C,
Series D and Series E Preferred Shares or of any shares or other security of the
Corporation convertible into shares of any class ranking prior to or on a parity
with the Series C, Series D and Series E Preferred Shares, or any increase in
the authorized amount of the Series C, Series D and Series E Preferred Shares or
of any additional class of shares of the Corporation ranking prior to or on a
parity with the Series C, Series D and Series E Preferred Shares;
(iii) the sale or conveyance of all or substantially all of
the property or business of the Corporation, or the parting with control
thereof; or a consolidation of the Corporation with, or its merger with or into,
any other corporation, but this restriction
Rider 4 (v)
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shall not apply to or prevent a consolidation with, or a merger with or into,
any wholly owned subsidiary. If any such sale or conveyance, however, requires
by law a greater percentage to authorize such action, the vote or consent of the
holders of at least two thirds of the outstanding shares of all Series C, Series
D and Series E Preferred Shares, voting as one class, shall be required in lieu
of the vote or consent of the holders of a majority of all of the Series C,
Series D and Series E Preferred Shares; or
(iv) a voluntary liquidation or dissolution of the
Corporation. If any such liquidation or dissolution, however, requires by law a
greater percentage to authorize such action, the vote or consent of the holders
of at least two thirds of the outstanding shares of all Series C, Series D and
Series E Preferred Shares, voting as one class, shall be required in lieu of the
vote or consent of the holders of a majority of all of the Series C, Series D
and Series E Preferred Shares.
(b) Except as provided in paragraphs (a) of this Section 6, the Series
C, Series D and Series E Preferred Shares shall have no rights voting as a
class, but shall exercise all voting rights in accordance with the provisions of
Section 2 hereof, voting in conjunction with the holders of the Common Shares.
7. Accountants' Certificates. The certificate of any firm of
independent public accountants selected by the Board of Directors shall be
conclusive evidence of the correctness of any computation made under the
provisions of this Article or any certificate filed pursuant to law and setting
forth the designation, description, and terms of any series of Preferred Shares.
III. PROVISIONS GENERALLY APPLICABLE TO PREFERRED SHARES
The description of the Preferred Stock is as follows:
1. Certificate of Designation. The Board of Directors is authorized,
subject to limitations described by law and the provisions of this Article 4, to
provide for the issuance of shares of Preferred Stock with or without series,
and, by filing a certificate pursuant to the applicable law of The Commonwealth
of Massachusetts (the "Certificate of Designation"), to establish from time to
time the number of shares to be included in each such series and to fix the
designation, preferences, voting powers, qualifications and special or relative
rights or privileges of the shares of each such series. In the event that at any
time the Board of Directors shall have established and designated one or more
series of Preferred Stock consisting of a number of shares less than all of the
authorized number of shares of Preferred Stock, the remaining authorized shares
of Preferred Stock shall be deemed to be shares of an undesignated series of
Preferred Stock until designated by the Board of Directors as being a part of a
series previously established or a new series then being established by the
Board of Directors. Notwithstanding the fixing of the number of shares
constituting a particular series, the Board of Directors may at any time
thereafter
Rider 4 (vi)
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authorize the issuance of additional shares of the same series except as set
forth in the Certificate of Designation.
2. Authority of Board. The authority of the Board of Directors
with respect to each series of Preferred Stock shall include, but not
be limited to, determination of the following:
(a) the number of shares constituting that series, which number may be
increased or decreased (but not below the number of shares of such series then
outstanding) from time to time by the Board of Directors, and the distinctive
designation of that series;
(b) whether any dividend shall be paid on shares of that series, and,
if so, the dividend rate on the shares of that series; whether dividends shall
be cumulative and, if so, from which date or dates, and the relative rights of
priority, if any, of payment of dividends on shares of that series;
(c) whether shares of that series shall have voting rights in addition
to the voting rights provided by law and, if so, the terms of such voting
rights;
(d) whether shares of that series shall be convertible into shares of
Common Stock or another security and, if so, the terms and conditions of such
conversion, including provisions for adjustment of the conversion rate in such
events as the Board of Directors shall determine;
(e) whether or not the shares of that series shall be redeemable and,
if so, the terms and conditions of such redemption, including the date or dates
upon or after which they shall be redeemable and the amount per share payable in
case of redemption, which amount may vary under different conditions and at
different redemption dates; and whether that series shall have a sinking fund
for the redemption or purchase of shares of that series and, if so, the terms
and amount of such sinking fund;
(f) whether, in the event of purchase or redemption of the shares of
that series, any shares of that series shall be restored to the status of
authorized but unissued shares or shall have such other status as shall be set
forth in the Certificate of Designation;
(g) the rights of the shares of that series in the event of the sale,
conveyance, exchange or transfer of all or substantially all of the property and
assets of the Corporation, or the merger or consolidation of the corporation
into or with any other corporation, or the merger of any other corporation into
it, or the voluntary or involuntary liquidation, dissolution or winding up of
the Corporation, and the relative rights of priority, if any, of shares of that
series to payment in any such event;
(h) whether the shares of that series shall carry any preemptive right
in or preemptive right to subscribe to any additional shares of Preferred Stock
or any shares of any other class of stock which may at any time be authorized or
issued, or any bonds,
Rider 4 (vii)
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debentures or other securities convertible into shares of stock of any class of
the Corporation, or options or warrants carrying rights to purchase such shares
or securities; and
(i) any other designation, preferences, voting powers, qualifications,
and special or relative rights or privileges of the shares of that series.
IV. PROVISIONS APPLICABLE TO COMMON SHARES
1. No Preference. None of the Common Shares shall be entitled to any
preference, and each Common Share shall be equal to every other such share in
every respect. Each Common Share shall be entitled to one vote.
2. Dividend Rights. Subject to the provisions with respect to the
Preferred Shares, and not otherwise, such dividends, payable in cash, shares or
otherwise, as may be determined by the Board of Directors may be declared and
paid on the Common Shares from time to time out of any funds lawfully available
therefor, and except as to the Series C Preferred Shares, Series D Preferred
Shares and Series E Preferred Shares, the Preferred Shares shall not be entitled
to participate, as such, in any such dividend.
Rider 4 (viii)
AWARE, INC.
Rider 6 to Restated Articles of Organization
6A. LIMITATION OF DIRECTORS LIABILITY
The personal liability of the corporation's directors is hereby
eliminated to the fullest extent permitted by law, including, without
limitation, by the provisions of Chapter 156B, Section 13(b) (1-1/2) of the
General Laws.
6B. BY-LAW AMENDMENTS
The By-laws at any time may be amended by vote of the stockholders,
provided that notice of the substance of the proposed amendment is stated in
the notice of the meeting, or may be amended by vote of a majority of the
Directors then in office except that no amendment may be made by the Directors
which alters the provisions of the By-laws with respect to matters which by law
or the Articles of Organization require action by the stockholders. No later
than the time of giving notice of the meeting of stockholders next following
the making, amending or repealing by the Directors of any By-laws, notice
thereof stating the substance of such change shall be given to all stockholders
entitled to vote on amending the By-laws.
6C. TERM OF OFFICE FOR THE BOARD OF DIRECTORS
The directors shall be classified with respect to the time for which
they shall severally hold office by dividing them into three classes, each
consisting of one-third of the whole number of the board of directors, and all
directors shall hold office until their successors are chosen and qualified, or
until their earlier death, resignation, or removal. At the first meeting held
for election of the board of directors following adoption of these Restated
Articles, directors of the first class (Class I Directors) shall be elected for
a term of one year; directors of the second class (Class II Directors) shall be
elected for a term of two years; directors of the third class (Class III
Directors) shall be elected for a term of three years. At each annual meeting
thereafter, the successors to the class of directors whose term expires at
that meeting shall be elected to hold office for a term continuing until the
annual meeting held in the third year following the year of their election
and until their successors are duly elected and qualified.
6D. CERTAIN TRANSACTIONS APPROVED BY THE BOARD OF DIRECTORS
Except as otherwise provided in these Articles of Organization, the
Corporation may authorize, by a vote of a majority of the shares of each class
of stock outstanding and entitled to vote thereon, (a) the sale, lease or
exchange of all or substantially all of its property and assets, including its
goodwill, upon such terms and conditions as it deems expedient, and (b) the
merger or consolidation of the Corporation into any other corporation,
provided, however, that such sale, lease, exchange, merger or consolidation
shall have been approved by a majority of the members of the Board of
Directors.
6E. PLACES OF MEETING OF STOCKHOLDERS
Meetings of the stockholders may be held anywhere in the United States.
6F. PARTNERSHIP IN ANY BUSINESS ENTERPRISE
The Corporation may be a partner in any business enterprise it would
have power to conduct by itself.
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THE COMMONWEALTH OF MASSACHUSETTS
RESTATED ARTICLES OF ORGANIZATION
(General Laws, Chapter 156B, Section 74)
========================================
I hereby approve the within Restated Articles of Organization and,
the filing fee in the amount of $___________ having been paid, said
articles are deemed to have been filed with me this _______ day of
____________________, 19______.
Effective Date:_________________________
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
Valerie L. Pawson, Esq.
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Lawson & Weitzen
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425 Summer Street
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Boston, MA 02210-173G
Telephone: (617) 439-4990
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