EXHIBIT 3.1N
The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
ARTICLES OF ORGANIZATION
(UNDER G.L. Ch. 156B)
ARTICLE I
The name of the corporation is:
IRON MOUNTAIN RECORDS MANAGEMENT OF BOSTON, INC.
ARTICLE II
The purpose of the corporation is to engage in the following
business activities:
To engage in any activity in which a corporation may lawfully participate under
Chapter 156B of the General Laws of Massachusetts, either alone or in a joint
venture or as a partner in a partnership, including the records management and
storage business.
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 leaving a left hand margin of at least 1 inch. Additions to more than one
article may be continued on a single sheet so long as each article requiring
each such addition is clearly indicated.
ARTICLE III
The type and classes of stock and the total number of shares and par value, if
any, of each type and class of stock which the corporation is authorized to
issue is as follows:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
------------------------ ---------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
---- ---------------- ---- ---------------- ---------
COMMON: 0 COMMON:
1,000 $1.00
PREFERRED: PREFERRED:
0 0 0
ARTICLE IV
If more than one type, class or series is authorized, a description of each
with, if any, the preferences, voting powers, qualifications, special or
relative rights or privileges as to each type and class thereof and any series
now established.
Not applicable
ARTICLE V
The restrictions, if any, imposed by the Articles of Organization upon transfer
of shares of stock of any class are as follows:
None
Article VI
Other lawful provisions, if any, of the conduct and regulation of 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 stockholder: (if there are no provisions state
"NONE".)
See Additional Sheets VI A through VI C.
Note: The preceding six (6) articles are considered to be permanent and may ONLY
be changed by filing appropriate Articles of Amendment. ARTICLE VII
The effective date 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.
The information contained in ARTICLE VIII is NOT a PERMANENT part of the
Articles of Organization and may be changed ONLY by filing the appropriate form
provided therefor.
ARTICLE VIII
a. The street address of the corporation IN MASSACHUSETTS is: (post office boxes
are not acceptable)
745 Atlantic Avenue, 10th Floor, Boston, Massachusetts 02111
b. The name, residence and post office address (if different) of the directors
and officers of the corporation are as follows:
NAME RESIDENCE POST OFFICE ADDRESS
President: David S. Wendell 12 Mystic Avenue 745 Atlantic Avenue
Winchester, MA 01890 Boston, MA 02111
Treasurer: John P. Lawrence 587 Gay Street 745 Atlantic Avenue
Westwood, MA 02090 Boston, MA 02111
Clerk: Garry B. Watzke 9 Peter Circle 745 Atlantic Avenue
Marblehead, MA 01945 Boston, MA 02111
Director: C. Richard Reese 203 Hickory Road 745 Atlantic Avenue
Weston, MA 02193 Boston, MA 02111
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 of the corporation, if
any, is: NONE
ARTICLE IX
By-laws of the corporation have been duly adopted and the president, treasurer,
clerk and directors whose names are set forth above, have been duly elected.
IN WITNESS WHEREOF and under the pains and penalties of perjury, I/WE, whose
signature(s) appear below as incorporator(s) and whose names and business or
residential address(es) ARE CLEARLY TYPED OR PRINTED beneath each signature do
hereby associate with the intention of forming this corporation under the
provisions of General Laws Chapter 156B and do hereby sign these Articles of
Organization as incorporator(s) this 12th day of July, 1996.
/s/ Garry B. Watzke
Garry B. Watzke, Sole Incorporator
Note: If an already-existing corporation is acting an Incorporator, type in the
exact name of the corporation, the state or other jurisdiction where is was
incorporated, the name of the person signing on behalf of said corporation and
the title he/she holds or other authority by which such actions is taken.
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
GENERAL LAWS, CHAPTER 156B, SECTION 12
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I hereby certify that, upon an examination of these
articles of organization, duly submitted to me, it appears
that the provisions of the General Laws relative to the
organization of corporations have been complied with, and I
hereby approve said articles; and the filing fee in the amount
of $200.00 having been paid, said articles are deemed to have
been filed with me this 12th day of July, 1996.
Effective date:
/s/ William Francis Galvin
William Francis Galvin
Secretary of the Commonwealth
FILING FEE: 1/10 of 1% of the total amount of the authorized
capital stock, but not less than $200.00. For the purpose of
filing, shares of stock with a par value less than one dollar
or not par stock shall be deemed to have a par value of one
dollar per share.
PHOTOCOPY OF ARTICLES OF ORGANIZATION TO BE SENT
Garry B. Watzke, Esq.
745 Atlantic Avenue, 10th Floor
Boston, MA 02111-2735
Telephone:_____________________________________
CONTINUATION SHEET VI A
Other Lawful Provisions
6. The following additional provisions are hereby established for the
management, conduct and regulation of the business and affairs of the
Corporation, and for creating, limiting, defining, and regulating the powers of
the Corporation and of its Directors and stockholders:
(a) The Board of Directors is authorized and empowered from
time to time in its discretion to make, amend or repeal the By-laws in part or
in whole, except with respect to any provision thereof which by law or the
By-laws requires action by the stockholders.
(b) The Board of Directors shall have full power and authority
to determine the terms and manner of issue, including but not limited to the
consideration therefor, and to issue or cause the issue of all shares of capital
stock of the Corporation now or from time to time hereafter authorized.
(c) Meetings of the stockholders may be held outside The
Commonwealth of Massachusetts at such location within the United States as the
Board of Directors may determine. The books of the Corporation may be kept
(subject to any provision contained in the statutes) at such place or places
within The Commonwealth of Massachusetts as may be designated from time to time
by the Board of Directors or in the By-Laws of the Corporation. Elections of
Directors need not be by ballot unless the By-Laws of the Corporation shall so
provide.
(d) Any contract, transaction or act of the Board of Directors
purporting to be in behalf of the Corporation which shall be authorized,
approved or ratified by the holders of a majority of the outstanding shares of
the Corporation's stock at any special meeting duly called for that purpose, or
at any annual meeting at which a quorum is present or represented, or by their
consent in writing, shall be valid and binding as though authorized, approved
and ratified by every shareholder of the Corporation.
(e) No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director notwithstanding any provision of law imposing such liability;
provided, however, this provision shall not eliminate or limit the liability of
a director (i) for any breach of the Director's duty or loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
section sixty-one or sixty-two of Chapter 156B or the General Laws, or (iv) for
any transaction from which the director derived an improper personal benefit.
Each person who shall be, or shall have been, a director or officer
of the Corporation, or who shall serve, or shall have served, at its request as
a director or officer of another corporation, or as trustee or officer of an
association or trust in which the
CONTINUATION SHEET VI B
Corporation owns stock or shares, or of which the Corporation is a creditor,
shall be indemnified by the Corporation against all liabilities and expenses at
any time imposed upon or reasonably incurred by him in connection with, arising
out of or resulting from any action, suit or proceeding in which he may be
involved or with which he may be threatened, by reason of his then serving or
theretofore having served as such director, trustee or officer, or by reason of
any alleged act or omission by him in any such capacity (including, without
limitation, the making of loans to shareholders, if and to the extent performed
in conformity with the provisions of these Articles), whether or not he shall be
serving as such director, trustee or officer at the time any or all of such
liabilities or expenses shall be imposed upon or incurred by him. The matters
covered by the foregoing indemnity shall include any amounts paid by any such
person in compromise or settlement, if such compromise or settlement shall be
approved as in the best interests of the Corporation by resolution of a
disinterested majority of the Board of Directors, or by vote of disinterested
stockholders, holding a majority of the shares of stock entitled to vote,
present or represented at a meeting called for the purpose; but such matters
shall not include liabilities or expenses imposed or incurred in connection with
any matters as to which such person shall be finally adjudged in such action,
suit or proceeding not to have acted in good faith in the reasonable belief that
his action was in the best interests of the Corporation. The matters covered by
the foregoing indemnity shall also include payment by the Corporation of
expenses incurred in defending a civil or criminal action or proceeding in
advance of final disposition of such action or proceeding, provided, that the
Corporation shall have received an undertaking by the person indemnified to
repay such payment if he shall be adjudicated to be not entitled to
indemnification under Section 67 of Chapter 156B of the General Laws.
Each person who shall be or become a director, trustee or officer as
aforesaid shall be deemed to have accepted and to have continued to serve in
such office in reliance upon the indemnity herein provided. These indemnity
provisions shall be separable, and if any portion hereof shall be finally
adjudged to be invalid, such invalidity shall not affect any other portion which
can be given effect. These indemnity provisions shall not be exclusive of any
other right which any director, trustee or officer may have or hereafter
acquire, whether under any by-law, vote of stockholders, agreement, judgment,
decree, provision of law, or otherwise, and these indemnity provisions and all
other such rights shall be cumulative.
(f) No contract or other transaction between the Corporation
and any other person, firm or corporation shall, in the absence of fraud, in any
way be affected or invalidated, nor shall any officer or director be subject to
surcharge with respect to any such contract or transaction, by the fact that
such officer or director, or any firm of which any officer or director is a
shareholder, officer or director, is a party to, or may be pecuniarily or
otherwise interested in, such contract or transaction, provided, that the fact
that the individual or such firm or corporation is so interested shall be known
to the Board of Directors prior to or shall be disclosed to the Board of
Directors at the meeting at which, or prior to the directors' executing their
written consents by which, action to authorize, ratify, or approve such contract
or transaction shall be taken. Any director of the Corporation may
CONTINUATION SHEET VI C
vote upon or give his written consent to any contract or other transaction
between the Corporation and any subsidiary or affiliated corporation without
regard to the fact that he is also a director or officer of such subsidiary or
affiliated corporation.
(g) Each director and officer of the Corporation shall, in the
performance of his duties, be fully protected in relying in good faith upon the
books of account of the Corporation, reports made to the Corporation by any of
its officers or employees or by counsel, accountants, appraisers or other
experts or consultants selected with reasonable care by the directors or
officers of the Corporation, or upon other records of the Corporation.
(h) Except as may be otherwise provided herein, the
Corporation reserves the right to amend, alter, change or repeal any provision
contained in these Articles of Organization, in the manner now or hereafter
prescribed by statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.
(i) No stockholder shall have any right to examine any
property or any books, accounts or other writings of the Corporation if there is
reasonable ground for belief that such examination will for any reason be
adverse to the interests of the Corporation, and a vote of the directors
refusing permission to make such examination and setting forth that in the
opinion of the directors such examination would be adverse to the interest of
the Corporation shall be prima facie evidence that such examination would be
adverse to the interests of the Corporation. Every such examination shall be
subject to such reasonable regulations as the directors may establish in regard
thereto.
(j) The directors may specify the manner in which the accounts
of the Corporation shall be kept and may determine what constitutes net
earnings, profits and surplus, what amounts, if any, shall be reserved for any
corporate purpose, and what amounts, if any, shall be declared as dividends.
Unless the Board of Directors otherwise specifies, the excess of the
consideration received for any share of capital stock over its par value shall
be paid-in surplus. All surplus shall be available for any corporate purpose,
including the payment of dividends.
(k) The purchase or other acquisition or retention by the
Corporation of shares of its own capital stock shall not be deemed a reduction
of its capital. Upon any reduction of capital or capital stock, no stockholder
shall have any right to demand any distribution from the Corporation, except as
and to the extent that the stockholders shall so have provided at the time
authorizing such reduction.
(l) The Corporation shall have the power to be a partner in
any business enterprise which it would have power to conduct by itself.