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EXHIBIT 3.1(i)
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)
We, James McConnell, President, and Jill E. Peebles, Clerk, of
Instron Corporation, located at 100 Royall Street, Canton, Massachusetts 02021,
do hereby certify that the following Restatement of the Articles of Organization
was duly adopted at a meeting held on September __, 1999 by a vote of the
directors/or 557,431 shares of Common Stock of 557,431 shares outstanding.
ARTICLE I
The name of the corporation is Instron Corporation.
ARTICLE II
The purpose of the corporation is to engage in the following
activities:
(a) To carry on a manufacturing, contracting, merchandising, and
research business, and in general, to carry on any business or other activity
that may be lawfully carried on by a corporation organized under Chapter 156B of
the Massachusetts General Laws.
(b) In general, to carry on any business or other activity that may
lawfully be carried on by a corporation organized under Chapter 156B of the
Massachusetts General Laws.
ARTICLE III
Total number of shares and par value of each class of stock
authorized by the corporation:
WITHOUT PAR VALUE WITH PAR VALUE
TYPE NUMBER OF TYPE NUMBER OF PAR VALUE
SHARES SHARES
Common: None Common: 1,000,000 $.01
Preferred: None Preferred: None N/A
ARTICLE IV
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The Common Stock of the corporation is described as follows
and has the following preferences, voting powers, qualifications, and special or
relative rights or privileges:
Common Stock. (1) Voting. The holders of shares of Common Stock shall
be entitled to one vote on each matter submitted to a vote at a meeting of
stockholders for each share of Common Stock held of record by such holder as of
the record date for such meeting.
(2) Dividends; Liquidation. The holders of each share of Common Stock
shall be entitled to receive dividends as and when declared by the Board of
Directors out of any funds legally available for payments of such dividends.
Each share of Common Stock, of any class, shall rank equally with all other
shares of Common Stock, of any class, as to the payment of dividends and other
distributions upon liquidation or otherwise.
ARTICLE V
There are no restrictions imposed by the Articles of
Organization upon the transfer of shares of stock of any class.
ARTICLE VI
Article 6(a). Indemnification. (1) Directors. (A) Except as
limited by law or as provided in paragraph (B) and (C) of this Article, the
Corporation shall indemnify any Director or officer who was or is threatened to
be made party to, or is involved in, any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "Proceeding"), by reason of the fact that he or she, or a
person of whom he or she is the legal representative, is or was a Director or
officer of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another organization or
who serves at the Corporation's request in any capacity with respect to any
employee benefit plan (an "Indemnified Party"). Except as limited by law or as
provided in paragraph (B) and (C) of this Article, indemnification shall be
provided whether the basis of such Proceeding is alleged action in an official
capacity as an Indemnified Party or in any other capacity while serving as an
Indemnified Party, against all expense, liability, and loss (including
attorneys' fees, judgments, fines, excise taxes or penalties and amounts paid or
to be paid in settlement with respect to the Proceeding) actually and reasonably
incurred or suffered by such person in connection therewith. Any such
indemnification shall be provided although the Indemnified Party is no longer an
officer, director, employee or agent of the Corporation or of such other
organization or no longer serves with respect to any such employee benefit plan.
(B) No indemnification shall be provided for any person with
respect to any matter as to which he or she shall have been adjudicated in any
Proceeding not to have acted in good faith in the reasonable belief that his or
her action was in the best interest of the Corporation or to the extent that
such matter relates to service with respect to an employee benefit plan, in the
best interest of the participants or beneficiaries of such employee benefit
plan.
(C) If authorized by the Board of Directors or the
stockholders, the Corporation may pay indemnification in advance of final
disposition of a Proceeding upon receipt of an
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undertaking by such Indemnified Party to repay such payment if he or she shall
be adjudicated to be not entitled to indemnification, which undertaking may be
accepted without reference to the financial ability of such Indemnified Party to
make repayment.
(2) Employees and Agents. The Corporation may indemnify any employees
or other agents of the Corporation to an extent greater than that required by
law only if and to the extent the Board of Directors may, in their discretion,
so determine.
(3) Indemnification Not Exclusive. The indemnification and advancement
of expenses provided under this Article shall not be deemed exclusive of any
other rights to which any such indemnified person may be entitled under any law.
Nothing in this Article shall affect any rights to indemnification to which
corporate personnel other than the persons designated in this Article may be
entitled by contract, by vote of the Board of Directors, or otherwise under law.
Article 6(b). Stockholders' Meetings. Meetings of stockholders of this
Corporation may be held anywhere in the United States. The place of such
meetings shall be determined in the manner provided in the By-laws.
Article 6(c). Limitation of Liability of Directors. No Director of this
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director notwithstanding
any provision or law imposing such liability; provided however, that this
Article shall not eliminate or limit any liability of a Director (1) for any
breach of the Director's duty of loyalty to the Corporation or its stockholders,
(2) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (3) under Section 61 or 62 of the
Massachusetts Business Corporation Law, or (4) with respect to any transaction
from which the Director derived an improper personal benefit. Nothing in this
Article 6(c) shall eliminate or limit the liability of a Director for any act or
omission occurring prior to the date upon which this Article 6(c) becomes
effective.
Article 6(d). Amendment of By-laws. The By-laws of the Corporation may provide
that the Board of Directors, as well as the stockholders, may make, amend or
repeal the By-laws in whole or in part to the extent permitted by law, subject
to the limitations contained in the By-laws.
Article 6(e). Acting as a Partner. This Corporation may be a partner in any
business enterprise that it would have the power to conduct by itself.
Article 6(f). Certain Voting Requirements. Any amendment of these Articles of
Organization, any sale, lease or exchange of all or substantially all of the
property and assets of the Corporation, including its goodwill, any agreement or
merger or consolidation in which the Corporation is a constituent corporation in
respect of which stockholder approval is required by the provision of Section 78
of the Massachusetts Business Corporation Law, or any voluntary dissolution of
the Corporation shall be authorized and approved by the stockholders of the
Corporation by the vote of at least a majority of each class of stock of the
Corporation outstanding and entitled to vote thereon; provided, that where the
provisions of Section 71 or
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Section 78 or the Massachusetts Business Corporation Law require the separate
vote of at least a majority of any class or series of stock of the Corporation,
the separate vote of at least a majority of such class or series shall also be
required for such authorization and approval.
Article 6(g). Business Combinations. Until such time as this Article 6(g) shall
be repealed or these Articles of Organization be amended to provide otherwise,
the Corporation elects not to be governed by the provisions of Chapter 110F of
the Massachusetts General Laws.
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.
ARTICLE VIII
(a) The street address of the principal office of the
corporation in Massachusetts is 100 Royall Street, Canton, Massachusetts 02021.
(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
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James A. McConnell, 8 Pine Hill Drive 8 Pine Hill Drive
President Needham, MA 02492 Needham, MA 02492
John R. Barrett, Treasurer 9 Town Line Road 9 Town Line Road
Burlington, MA 01803 Burlington, MA 01803
Jill E. Peebles, Clerk 180 Cannon Forge Drive 180 Cannon Forge Drive
Foxboro, MA 02035 Foxboro, MA 02035
Raymond A. Lancaster, 20 Greentree Road 20 Greentree Road
Director Chagrin Falls, OH 44022 Chagrin Falls, OH 44022
Thomas N. Littman, Director 6248 North Huntington Drive 6248 North Huntington Drive
Solon, OH 44139 Solon, OH 44139
James A. McConnell, 8 Pine Hill Drive 8 Pine Hill Drive
Director Needham, MA 02492 Needham, MA 02492
John F. Turben, Director 8966 Booth Road 8966 Booth Road
Kirtland Hills, OH 44060 Kirtland Hills, OH 44060
(c) The fiscal year of the corporation shall end on the last
day of the month of December.
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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 Articles II, III, IV and
VI.
SIGNED UNDER THE PENALTIES OF PERJURY, THIS __ DAY OF
SEPTEMBER, 1999.
/s/ James A. McConnell
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James A. McConnell, President
/s/ Jill E. Peebles
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Jill E. Peebles, Clerk