<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
Commission file number 0-28092
Medical Information Technology, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts
(State or Other Jurisdiction of Incorporation or Organization)
04-2455639
(I.R.S. Employer Identification No.)
Meditech Circle, Westwood, MA
(Address of Principal Executive Offices)
02090
(Zip Code)
617-821-3000
(Registrant's Telephone Number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
The number of shares of Common Stock, $.25 par value, outstanding at July 31,
1997 was 16,047,212
<PAGE> 2
Index to Form 10-Q
Part I - Financial Information
Item 1 - Financial Statements
Balance Sheet - December 31, 1996 and June 30, 1997 Page 3
Statement of Income for the Second Quarters and Six Months
ended June 30, 1996 and 1997 Page 4
Statement of Shareholders' Investment for the Six Months
ended June 30, 1996 and 1997 Page 4
Statement of Cash Flow for the Six Months ended June 30,
1996 and 1997 Page 5
Notes to Financial Statements Page 6
Item 2 - Management's Discussion and Analysis of Financial
Condition and Operating Results Page 7
Part II - Other Information
Item 4 - Submission of Matters to a Vote of Shareholders Page 9
Item 6 - Exhibits and Reports on Form 8-K Page 9
Signatures Page 9
<PAGE> 3
Part I - Financial Information
Item 1 Financial Statements
<TABLE>
Balance Sheet (in thousands where applicable)
<CAPTION>
Dec 31, 1996 Jun 30, 1997
<S> <C> <C>
Current Assets:
Cash and equivalents 18,063 2,472
Marketable securities 61,142 65,444
Accounts receivable less reserve 21,906 29,842
Total current 101,111 97,758
Property, Plant And Equipment:
Land and improvements 20,404 20,404
Building and improvements 99,655 100,445
Computer equipment 10,927 11,233
Office furniture and equipment 12,779 13,218
Accumulated depreciation (28,648) (31,547)
Net property, plant and equipment 115,117 113,753
Investments 2,111 2,079
Total 218,339 213,590
Current Liabilities:
Current maturities of note payable 12,000 12,000
Accounts payable 838 2,040
Accrued taxes 2,455 202
Accrued expenses 13,609 10,564
Customer deposits 11,837 10,589
Total current 40,739 35,395
Note Payable To A Bank 14,000
Deferred Federal And State Income Taxes 1,132 1,510
Shareholders' Investment:
Common stock, $.25 par value,
Authorized 17,000,000 shares,
Issued and outstanding 15,938,365
in 1996 and 16,047,212 in 1997 3,985 4,012
Additional paid-in capital 7,680 10,265
Retained earnings 150,803 162,408
Total shareholders' investment 162,468 176,685
Total 218,339 213,590
</TABLE>
<PAGE> 4
<TABLE>
Statement Of Income (in thousands where applicable)
<CAPTION>
3 Months Ended June 30 6 Months Ended June 30
1996 1997 1996 1997
<S> <C> <C> <C> <C>
Revenue:
Software products 26,058 32,929 51,532 64,024
Software services 12,774 15,229 25,120 29,922
Other Revenue 1,477 1,304 2,500 2,221
Total Revenues 40,309 49,462 79,152 96,167
Expenses:
Operating,development 15,065 18,669 29,622 36,126
Selling, G & A 9,081 10,345 17,792 20,283
Total Expenses 24,146 29,014 47,414 56,409
Income From Operations 16,163 20,448 31,738 39,758
Other Income 3,425 2,459 5,228 4,897
Other Expense 1,988 1,139 3,212 2,187
Income Before Taxes 17,600 21,768 33,754 42,468
Provision For Taxes:
State 1,682 1,907 3,148 3,722
Federal 5,686 7,023 10,629 13,707
Net Income 10,232 12,838 19,977 25,039
Earnings/share $0.64 $0.80 $1.26 $1.56
</TABLE>
<TABLE>
Statement Of Shareholders' Investment (in thousands where applicable)
<CAPTION>
6 Months Ended 6 Months Ended
June 30, 1996 June 30, 1997
<S> <C> <C>
Shareholders' Investment at beginning 137,828 162,468
Net Income 19,977 25,039
Sale of Common Stock 2,139 2,612
Purchase of Treasury Stock (2,423)
Dividends Paid (11,119) (13,434)
Shareholders' Investment at end 146,402 176,685
</TABLE>
<PAGE> 5
<TABLE>
Statement Of Cash Flow (in thousands where applicable)
<CAPTION>
6 Months Ended 6 Months Ended
June 30, 1996 June 30, 1997
<S> <C> <C>
Cash Flow from Operations:
Net income 19,977 25,039
Depreciation 3,076 4,476
(Gain) on sale of securities (4) (40)
(Gain) on sale of property, plant
and equipment (1,409)
Change in accounts receivable (138) (7,936)
Change in accounts payable 1,558 1,203
Change in accrued expenses (3,468) (5,298)
Change in customer deposits 1,281 (1,248)
Change in deferred taxes 850 377
Net cash from operations 21,723 16,573
Cash Flow from Investing:
Purchase of property, plant and
equipment (3,455) (3,112)
Sale of property, plant and
equipment 1,592
Purchase of marketable securities (6,763) (7,149)
Sale of marketable securities 4,756 2,919
Net cash used by investing (3,870) (7,342)
Cash Flow from Financing:
Payment of bank note (6,000) (14,000)
Sale of common stock 2,139 2,612
Purchase of treasury stock, net (2,423)
Dividends paid (11,119) (13,434)
Net cash used in financing (17,403) (24,822)
Net (Decrease) Increase in Cash
and Equivalents 450 (15,591)
Cash and Equivalents at beginning
of period 6,512 18,063
Cash and Equivalents at end of period 6,962 2,472
</TABLE>
<PAGE> 6
Notes To Financial Statements (Unaudited)
1. The unaudited financial statements presented herein have been prepared in
accordance with the instructions to Form 10-Q and do not include all of the
information and note disclosures required by generally accepted accounting
principles. These statements should be read in conjunction with the financial
statements and notes thereto for the year ended December 31, 1996 included in
the Company's Form 10K filed in 1997. The accompanying financial statements
have not been examined by independent accountants in accordance with generally
accepted auditing standards, but in the opinion of management such financial
statements include all adjustments necessary to summarize fairly the Company's
financial position and results of operation.
2. The earnings per share calculation for the Three Months and Six Months ended
June 30, 1996 and 1997 is as follows:
<TABLE>
Earnings per Share Calculations (in thousands where applicable)
<CAPTION>
3 Months Ended June 30 6 Months Ended June 30
1996 1997 1996 1997
<S> <C> <C> <C> <C>
Net Income 10,232 12,838 19,977 25,039
Average number of
common shares 15,938 16,047 15,903 16,011
Earnings per share $0.64 $0.80 $1.26 $1.56
</TABLE>
The average number of common shares outstanding during the period reflects the
issuance of 106,963 shares in February 1996, the issuance of 108,847 shares in
February 1997 and the purchase of 115,400 treasury shares in June 1996.
On March 31, 1997, the Financial Accounting Standards Board issued SFAS #128,
Earning Per Share, which establishes standards for computing and presenting
earnings per share and requires restatement of the prior year's results. The
Company will adopt SFAS #128 for the fiscal year ending December 31, 1997 and
believes such adjustments will have no material effect on its financial
statements.
<PAGE> 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operation
<TABLE>
Comparison of 2nd Quarter 1997 to 2nd Quarter 1996
(in thousands where applicable)
<CAPTION>
1996 1997 Change
<S> <C> <C> <C>
Revenues 40,309 49,462 23%
Operating income 16,163 20,448 26%
Net income 10,232 12,838 25%
Earnings per common share $0.64 $0.80 25%
Cash dividends per common share $0.35 $0.42 20%
</TABLE>
Revenues increased by $9.1 million or 23% due to increased orders received from
both existing and new customers.
Expenses increased by $4.9 million or 20% primarily due to an 18% increase in
staff levels and related costs to accommodate increased orders received.
<TABLE>
Comparison of 1st Six Months 1997 to 1st Six Months 1996
(in thousands where applicable)
<CAPTION>
1996 1997 Change
<S> <C> <C> <C>
Revenues 79,152 96,167 21%
Operating income 31,738 39,758 25%
Net income 19,977 25,039 25%
Earnings per common share $1.26 $1.56 24%
Cash dividends per common share $0.70 $0.84 20%
</TABLE>
Revenues increased by $17 million or 21% due to increased orders received from
both existing and new customers.
Expenses increased by $9 million or 20% primarily due to an 18% increase in
staff levels and related costs to accommodate increased orders received.
<PAGE> 8
<TABLE>
Liquidity And Capital Resources (in thousands where applicable)
<CAPTION>
Dec 31, 1996 Jun 30, 1997
<S> <C> <C>
Cash and cash equivalents 18,063 2,472
Total assets 218,339 213,590
Total liabilities 55,871 36,905
Shareholders' equity 162,468 176,685
Book value per share $10.24 $11.01
Common shares outstanding 15,863 16,047
</TABLE>
As presented in the Statement of Cash Flow, net cash provided by operating
activities was $16.6 million during the first six months of fiscal 1997. Net
cash absorbed by investing activities was not significant. The payment of
$13.4 million in dividends to shareholders and repayment of $14 million of
debt to a bank constituted the most significant use of cash during the first
half of fiscal 1997. The resultant net decrease in cash and cash equivalents
was $15.6 million for the six months ended June 30, 1997.
At June 30, 1997 the Company's total debt was $12 million as compared to $26
million at December 31, 1996.
Working capital requirements for the remainder of fiscal 1997 are expected to
be provided by cash generated from operations.
<PAGE> 9
Part II - Other Information
Item 4 - Submission of Matters to a Vote of Shareholders
At the Company's Annual Meeting of Shareholders held on April 28, 1997, the
shareholders voted as follows, in each case by a total of 12,769,035 shares
in favor and none opposed.
i) To fix the number of directors of the corporation at eight.
ii) To elect as directors A. Neil Pappalardo, Roland L. Driscoll, Jerome H.
Grossman, Lawrence A. Polimeno, Edward B. Roberts, Morton E. Ruderman and
Louis P. Valente until the 1998 Annual Meeting of Shareholders and thereafter
until their successors are chosen and qualified.
iii) To select Messrs. Arthur Andersen, LLP as auditors of the Corporation
for the current fiscal year.
iv) To amend the Company's By-Laws to replace existing stock certificates with
a Statement of Stock Ownership, which details all shareholder stock ownership
history.
Item 6 - Exhibits and Reports on Form 8-K
A Financial Data Schedule and the amended By-Laws of the Company are appended
as exhibits to this document. There were no reports filed on Form 8-K during
the quarter ended June 30, 1997.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Medical Information Technology, Inc.
(Registrant)
August 8, 1997
(Date)
Barbara A. Manzolillo, Chief Financial Officer and Treasurer
(Signature)
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 2,472
<SECURITIES> 65,444
<RECEIVABLES> 27,853
<ALLOWANCES> 210
<INVENTORY> 0
<CURRENT-ASSETS> 97,758
<PP&E> 145,300
<DEPRECIATION> 31,547
<TOTAL-ASSETS> 213,590
<CURRENT-LIABILITIES> 35,395
<BONDS> 0
0
0
<COMMON> 4,012
<OTHER-SE> 172,673
<TOTAL-LIABILITY-AND-EQUITY> 213,590
<SALES> 64,024
<TOTAL-REVENUES> 96,167
<CGS> 0
<TOTAL-COSTS> 56,409
<OTHER-EXPENSES> 1,198
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 989
<INCOME-PRETAX> 42,468
<INCOME-TAX> 17,429
<INCOME-CONTINUING> 25,039
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 25,039
<EPS-PRIMARY> 1.56
<EPS-DILUTED> 1.56
</TABLE>
BY-LAWS OF MEDICAL INFORMATION TECHNOLOGY, INC.
ARTICLE I - STOCKHOLDERS
1. ANNUAL MEETING: The annual meeting of stockholders shall be held on the
fourth Tuesday in April, in each year after 1969, (or if that be a legal
holiday in the place where the meeting is to be held, on the next succeeding
full business day) at the principal office of the corporation in Massachusetts
at 2:00 o'clock unless a different hour or place within the United States is
fixed by the Board of Directors or the Chairman or President. The purposes
for which the annual meeting is to be held, in addition to those prescribed by
law, by the Articles of Organization or by these By-laws, may be specified by
the Board of Directors or the Chairman or President. If no annual meeting has
been held on the date fixed above, a special meeting in lieu thereof may be
held with all the force and effect of an annual meeting.
2. SPECIAL MEETINGS: Special meetings of stockholders may be called by the
Chairman or President or by the Board of Directors. Special meetings shall be
called by the Clerk, or in case of the death, absence, incapability or refusal
of the Clerk, by any other officer, upon written application of one or more
stockholders who hold at least one tenth part in interest of the capital stock
entitled to vote at such meeting. The call for the meeting may be oral or
written and shall state the place, date, hour and purposes of the meeting.
3. NOTICE OF MEETINGS: A written notice of the place, date and hour of all
meetings of stockholders stating the purposes of the meeting shall be given by
the Clerk or an Assistant Clerk (or other person authorized by these By-laws
or by law) at least seven days before the meeting to each stockholder entitled
to vote thereat and to each stockholder who, under the Articles of Organization
or under these By-laws, is entitled to such notice, by leaving such notice with
him or at his residence or usual place of business, or by mailing it, postage
prepaid, and addressed to such stockholder at his address as it appears in the
records of the corporation. Notice need not be given to a stockholder if a
written waiver of notice, executed before or after the meeting by such
stockholder or his attorney thereunto authorized, is filed with the records of
the meeting.
4. QUORUM: The holders of a majority in interest of all stock issued,
outstanding and entitled to vote at a meeting shall constitute a quorum, but
if a quorum is not present, a lesser number may adjourn the meeting from time
to time and the meeting may be held as adjourned without further notice.
5. VOTING AND PROXIES: Stockholders shall have one vote for each share of
stock entitled to vote owned by them of record according to the books of the
corporation and a proportionate vote for a fractional share, unless otherwise
provided by law or by the Articles of Organization. Stockholders may vote
either in person or by written proxy dated not more than six months before the
meeting named therein. Proxies shall be filed with the Clerk of the meeting,
or of any adjournment thereof, before being voted. Except as otherwise
limited therein, proxies shall entitle the persons authorized thereby to vote
at any adjournment of such meeting but shall not be valid after final
adjournment of such meeting. A proxy with respect to stock held in the name
of two or more persons shall be valid if executed by one of them unless at or
prior to exercise of the proxy the corporation receives a specific written
notice to the contrary from any one of them. A proxy purporting to be
executed by or on behalf of a stockholder shall be deemed valid unless
challenged at or prior to its exercise and the burden of proving invalidity
shall rest on the challenger.
6. ACTION AT MEETING: When a quorum is present, any matter before the meeting
shall be decided by vote of the holders of a majority of the shares of stock
voting on such matter, except where a larger vote is required by law, by the
Articles of Organization or by these By-laws. Any election by stockholders
shall be determined by a plurality of the votes cast, except where a larger
vote is required by law, by the Articles of Organization or by these By-laws.
No ballot shall be required for any election unless requested by a stockholder
entitled to vote in the election. The corporation shall not directly or
indirectly vote any share of its own stock.
7. ACTION WITHOUT MEETING: Any action to be taken by stockholders may be
taken without a meeting if all stockholders entitled to vote on the matter
consent to the action by a writing filed with the records of the meetings of
stockholders. Such consent shall be treated for all purposes as a vote at a
meeting.
ARTICLE II - DIRECTORS
1. POWERS: The business of the corporation shall be managed by a Board of
Directors who may exercise all the powers of the corporation except as
otherwise provided by law, by the Articles of Organization or by these By-laws.
In the event of a vacancy in the Board of Directors, the remaining Directors,
except as otherwise provided by law, may exercise the powers of the full Board
until the vacancy is filled.
2. ELECTION AND QUALIFICATION: A Board of Directors of such number, not less
than three, as shall be fixed by the stockholders, shall be elected by the
stockholders at the annual meeting. No Director need be a stockholder.
3. VACANCIES: Any vacancy in the Board of Directors may be filled by the
stockholders or, in the absence of stockholder action, by the Board of
Directors.
4. ENLARGEMENT OF THE BOARD: The number of members of the Board of Directors
may be increased and additional Directors elected at any meeting of the
stockholders.
5. TENURE: Except as otherwise provided by law, by the Articles of
Organization or by these By-laws, Directors shall hold office until the next
annual meeting of stockholders and until their successors are chosen and
qualified. Any Director may resign by delivering his written resignation to
the corporation at its principal office or to the Chairman or President, Clerk
or Secretary. Such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some
other event.
6. REMOVAL: A Director may be removed from office (a) with or without cause
by vote of the holders of a majority of the shares of stock entitled to vote
in the election of Directors, or (b) for cause by vote of a majority of the
Directors then in office. A Director may be removed for cause only after
reasonable notice and opportunity to be heard before the body proposing to
remove him.
7. MEETINGS: Regular meetings of the Board of Directors may be held without
notice at such time, date and place as the Board of Directors may from time to
time determine. A regular meeting of the Board of Directors may be held
without notice at the same place as the annual meeting of stockholders, or the
special meeting held in lieu thereof, following such meeting of stockholders.
Special meetings of the Board of Directors may be called, orally or in writing,
by the Chairman or President, Treasurer or two or more Directors, designating
the time, date and place thereof.
8. NOTICE OF MEETINGS: Notice of the time, date and place of all special
meetings of the Board of Directors shall be given to each Director by the
Secretary, or if there be no Secretary, by the Clerk or Assistant Clerk, or in
case of the death, absence, incapacity or refusal of such persons, by the
officer or one of the Directors calling the meeting. Notice shall be given to
each Director in person or by telephone or by telegram sent to his business or
home address at least twenty-four hours in advance of the meeting, or by
written notice mailed to his business or home address at least forty-eight
hours in advance of the meeting. Notice need not be given to any Director if a
written waiver of notice, executed by him before or after the meeting, is filed
with the records of the meeting, or to any Director who attends the meeting
without protesting prior thereto or at its commencement the lack of notice to
him. A notice or waiver of notice of a meeting of the Board of Directors need
not specify the purposes of the meeting.
9. QUORUM: At any meeting of the Board of Directors, a majority of the
Directors then in office shall constitute a quorum. Less than a quorum may
adjourn any meeting from time to time and the meeting may be held as adjourned
without further notice.
10. ACTION AT MEETING: At any meeting of the Board of Directors at which a
quorum is present, a majority of the Directors present may take any action on
behalf of the Board of Directors, unless a larger number is required by law,
by the Articles of Organization or by these By-laws.
11. ACTION BY CONSENT: Any action by the Board of Directors may be taken
without a meeting if a written consent thereto is signed by all the Directors
and filed with the records of the meetings of the Board of Directors. Such
consent shall be treated as a vote of the Board of Directors for all purposes.
ARTICLE III - OFFICERS
1. ENUMERATION: The officers of the corporation shall consist of a Chairman,
a President, a Treasurer, a Clerk, and such other officers, including one or
more Vice Presidents, Assistant Treasurers, Assistant Clerks or a Secretary,
as the Board of Directors may determine.
2. ELECTION: The Chairman, President, Treasurer and Clerk shall be elected
annually by the Board of Directors at their first meeting following the annual
meeting of stockholders. Other officers may be chosen by the Board of
Directors at such meeting or at any other meeting.
3. QUALIFICATION: No officer need be a stockholder or Director. Any two or
more offices may be held by any person, provided that the President and Clerk
shall not be the same person. The Clerk shall be a resident of Massachusetts
unless the corporation has a resident agent appointed for the purpose of
service of process. Any officer may be required by the Board of Directors to
give bond for the faithful performance of his duties in such amount and with
such sureties as the Board of Directors may determine.
4. TENURE: Except as otherwise provided by law, by the Articles of
Organization or by these By-laws, the Chairman, President, Treasurer and Clerk
shall hold office until the next annual meeting of stockholders and until
their respective successors are chosen and qualified; and all other officers
shall hold office until the next annual meeting of stockholders and until
their successors are chosen and qualified, or for such shorter term as the
Board of Directors may fix at the time such officers are chosen. Any officer
may resign by delivering his written resignation to the corporation at its
principal office or to the President, Clerk or Secretary, and such resignation
shall be effective upon receipt unless it is specified to be effective at some
other time or upon the happening of some other event.
5. REMOVAL: The Board of Directors may remove any officer with or without
cause by a vote of a majority of the entire number of Directors then in office;
provided that an officer may be removed for cause only after reasonable notice
and opportunity to be heard by the Board of Directors.
6. VACANCIES: Any vacancy in any office may be filled for the unexpired
portion of the term by the Board of Directors.
7. CHAIRMAN, PRESIDENT AND VICE PRESIDENTS: The Chairman shall be the chief
executive officer of the corporation and shall, subject to the direction of
the Board of Directors, have general supervision and control of its business.
Unless otherwise provided by the Board of Directors he shall preside, when
present, at all meetings of stockholders and of the Board of Directors. The
President and any Vice President shall have such powers and shall perform
such duties as the Board of Directors may from time to time designate.
8. TREASURER AND ASSISTANT TREASURERS: The Treasurer shall, subject to the
direction of the Board of Directors, have general charge of the financial
affairs of the corporation and shall cause to be kept accurate books of
account. He shall have custody of all funds, securities, and valuable
documents of the corporation, except as the Board of Directors may otherwise
provide. Any Assistant Treasurer shall have such powers and perform such
duties as the Board of Directors may from time to time designate.
9. CLERK AND ASSISTANT CLERK: The Clerk shall keep a record of the meetings
of stockholders. In case a Secretary is not elected or is absent, the Clerk
or an Assistant Clerk shall keep a record of the meetings of the Board of
Directors. In the absence of the Clerk from any meeting of stockholders, an
Assistant Clerk if one be elected, otherwise a Temporary Clerk designated by
the person presiding at the meeting, shall perform the duties of the Clerk.
10. SECRETARY: The Secretary, if one be elected, shall keep a record of the
meetings of the Board of Directors. In the absence of the Secretary, the
Clerk and any Assistant Clerk, a Temporary Secretary shall be designated by
the person presiding at such meeting to perform the duties of the Secretary.
11. OTHER POWERS AND DUTIES: Subject to these By-laws, each officer of the
corporation shall have in addition to the duties and powers specifically set
forth in these By-laws, such duties and powers as are customarily incident to
his office, and such duties and powers as may be designated from time to time
by the Board of Directors.
ARTICLE IV - CAPITAL STOCK
1. STATEMENT OF STOCK OWNERSHIP: Each stockholder shall be entitled to a
periodic statement evidencing their ownership of the capital stock of the
corporation in such form as may from time to time be prescribed by the Board
of Directors. Every statement for shares of stock which are subject to any
restrictions on transfer shall contain such legend with respect thereto as is
required by law.
2. TRANSFERS: Subject to restrictions, if any, noted on the statement of
stock ownership, shares of stock may be transferred on the books of the
corporation by the notification to the corporation or its transfer agent of
the number of shares being transferred. Such notice shall be in a form
reasonably prescribed by the corporation and shall be properly endorsed or
accompanied by a written assignment and power of attorney properly executed,
with transfer stamps (if necessary) affixed, and with such proof of the
authenticity of signature as the corporation or its transfer agent may
reasonably require.
3. RECORD HOLDERS: Except as may be otherwise required by law, by the
Articles of Organization or by these By-laws, the corporation shall be
entitled to treat the record holder of stock as shown on its books as the
owner of such stock for all purposes, including the payment of dividends and
the right to vote with respect thereto, regardless of any transfer, pledge or
other disposition of such stock, until the shares have been transferred on
the books of the corporation in accordance with the requirements of these
By-laws. It shall be the duty of each stockholder to notify the corporation
of his post office address.
4. RECORD DATE: The Board of Directors may fix in advance a time of not more
than sixty days preceding the date of any meeting of stockholders, or the date
for the payment of any dividend or the making of any distribution to
stockholders, or the last day on which the consent or dissent of stockholders
may be effectively expressed for any purpose, as the record date for
determining the stockholders having the right to notice of and to vote at such
meeting, and any adjournment thereof, or the right to receive such dividend or
distribution or the right to give such consent or dissent. In such case only
stockholders of record on such record date shall have such right,
notwithstanding any transfer of stock on the books of the corporation after
the record date. Without fixing such record date the Board of Directors may
for any of such purposes close the transfer books for all or any part of such
period.
5. STATEMENT OF STOCK OWNERSHIP: In case of the alleged loss, destruction or
mutilation of a statement of stock ownership, an updated statement may be
requested and issued in place thereof, upon such terms as the Board of
Directors may prescribe.
ARTICLE V - MISCELLANEOUS PROVISIONS
1. FISCAL YEAR: Except as otherwise determined by the Board of Directors, the
fiscal year of the corporation shall be the twelve months ending December 31.
2. SEAL: The Board of Directors shall have power to adopt and alter the seal
of the corporation.
3. EXECUTION OF INSTRUMENTS: All deeds, leases, transfers, contracts, bonds,
notes and other obligations authorized to be executed by an officer of the
corporation in its behalf shall be signed by the Chairman or President or the
Treasurer except as the Board of Directors may generally or in particular cases
otherwise determine.
4. VOTING OF SECURITIES: Unless otherwise provided by the Board of Directors,
the Chairman or President or Treasurer may waive notice of and act on behalf of
this corporation, or appoint another person or persons to act as proxy or
attorney in fact for this corporation with or without discretionary power
and/or power of substitution, at any meeting of stockholders or shareholders of
any other corporation or organization, any of whose securities are held by this
corporation.
5. RESIDENT AGENT: The Board of Directors may appoint a resident agent upon
whom legal process may be served in any action or proceeding against the
corporation. Said resident agent shall be either an individual who is a
resident of and has a business address in Massachusetts, a corporation
organized under the laws of Massachusetts, or a corporation organized under the
laws of any other state of the United States, which has qualified to do
business in, and has an office in, Massachusetts.
6. CORPORATE RECORDS: The original, or attested copies, of the Articles of
Organization, By-laws and records of all meetings of the incorporators and
stockholders, and the stock and transfer records, which shall contain the
names of all stockholders and the record address and the amount of stock held
by each, shall be kept in Massachusetts at the principal office of the
corporation, or at an office of its transfer agent, Clerk or resident agent,
and shall be open at all reasonable times to the inspection of any stockholder
for any proper purpose, but not to secure a list of stockholders for the
purpose of selling said list or copies thereof or of using the same for a
purpose other than in the interest of the applicant, as a stockholder,
relative to the affairs of the corporation.
7. ARTICLES OF ORGANIZATION: All references in these By-laws to the
Articles of Organization shall be deemed to refer to the Articles of
Organization of the corporation, as amended and in effect from time to time.
8. AMENDMENTS: Any of these By-laws may be altered, amended or repealed by
vote of the stockholders at any annual or special meeting; provided, however,
that no change in the date of the annual meeting shall be made within 60 days
before the date stated in the By-laws, and notice of any change of the date
fixed in the By-laws for the annual meeting shall be given to all stockholders
at least 20 days before the new date fixed for such meeting.
