FEDERAL
IDENTIFICATION
NO. 04-2442959
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, JOSEPH F.KRUY, *President
and ARTHUR L. ZISKEND,/*Assistant Clerk,
of CAMBEX CORPORATION,
(Exact name of corporation)
located at 360 SECOND AVENUE, WALTHAM, MA 02451,
(Street address of corporation Massachusetts)
do hereby certify that the following Restatement of the Articles of Organization
was duly adopted
on July 10, 2000 by consent of the directors.
______________________ 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:
CAMBEX CORPORATION
ARTICLE II
The purpose of the corporation is to engage in the following business
activity(ies):
SEE CONTINUATION PAGE 2A ATTACHED HERETO
*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 each article requiring each
addition is clearly indicated.
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:
WITHOUT PAR VALUE WITH PAR VALUE
TYPE NUMBER OF TYPE NUMBER OF PAR VALUE
SHARES
Common: Common: 25000000 $.10
Preferred: Preferred: 3000000 $1.00
ARTICLE IV
If more than one class of stock is authorized, state a distinguishing
designation for each class.Prior to the issuance of any shares 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 class of
which shares are outstanding and of each series then established within any
class.
SEE CONTINUATION PAGES 4A, 4B AND 6C ATTACHED HERETO
ARTICLE V
The restrictions, if any, imposed 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 CONTINUATION PAGES 6A, 6B AND 6C ATTACHED HERETO
**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.
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 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:
360 Second Avenue, Waltham, MA 02451
b. The name, residential address and post office address of each director
and officer of the corporation is as follows:
See Continuation Page 8A Attached Hereto
c. The fiscal (i.e. tax year) of the corporation shall end on the last day of
the month of: 12/31
d. The name and address of the resident agent, if any, of the corporation
is: N/A
**We further certify that the foregoing Restated Articles of Organization
affects no amendments to the Articles of Organization of the corporation
as heretofore amended, except amendments to the following articles.
Briefly describe amendments below:
None
SIGNED UNDER THE PENALTIES OF PERJURY, this 10th day of
July, 2000,
/s/ Joseph F. Kruy, President
/s/ Arthur L. Ziskend, Assistant Clerk
PAGE 2A
CAMBEX CORPORATION
RESTATED ARTICLES OF ORGANIZATION (Continued)
Article II (Continued)
Purpose:
1. To engage in the design, development, manufacture and sale
of equipment, devices, components and other products used in connection
with the storage and processing of information on digital data processing and
control systems; to engage in research concerning such systems and
equipment, devices, components and other products relating thereto; to
design, develop, manufacture and sell, and to engage in research concerning
other products; to supply services to others and consult with respect to the
foregoing; to carry on such businesses by itself or under arrangements with
others, directly or through subsidiaries or otherwise.
2. To carry on any manufacturing, mercantile, selling,
management, service or other business, operation or activity which may be
lawfully carried on by a corporation organized under the Business
Corporation Law of the Commonwealth of Massachusetts, whether or not
related to those referred to in the foregoing paragraph.
3. To carry on any business, operation or activity through a
wholly or partly owned subsidiary.
4. To carry on any business, operation or activity referred to in
the foregoing paragraphs to the same extent as might an individual, whether
as principal, agent, contractor or otherwise, and either alone or in conjunction
or a joint venture or other arrangement with any corporation, association,
trust, firm or individual.
5. To have as additional purposes all powers granted to
corporations by the laws of The Commonwealth of Massachusetts, provided
that no such purpose shall include any activity inconsistent with the Business
Corporation Law or the general laws of said Commonwealth.
PAGE 4A
CAMBEX CORPORATION
RESTATED ARTICLES OF ORGANIZATION (Continued)
Article IV (Continued)
PROVISIONS RELATING TO CAPITAL STOCK
1. The authorized capital stock of this corporation shall consist of
25,000,000 shares of Common Stock, $.10 par value per share and 3,000,000
shares of Series Preferred Stock, $1.00 par value per share. The shares of
Series Preferred Stock may be issued from time to time in one or more series.
To the extent not inconsistent with the other provisions of this Article 4, the
Board of Directors is authorized to establish and designate the different
series, and to fix and determine the variations in the relative rights and
preferences among the different series, provided that all shares of Series
Preferred Stock shall be identical except for variations so fixed and
determined among the different series to the extent permitted by
Massachusetts General Laws, Chapter 156B, Section 26 and any successor to
that Section.
2. The preferences, voting powers, qualifications, special or
relative rights or privileges of the Common Stock and the Series Preferred
Stock are as follows:
(a) Liquidation Preference. Upon any liquidation,
dissolution or winding up of this Corporation, whether voluntary or
involuntary, and after provision for the payment of creditors, the holders of
each series of Series Preferred Stock shall be entitled, before any distribution
or payment is made upon any shares of Common Stock, to be paid the
amount fixed by the Board of Directors in establishing such series plus
(except as otherwise provided for any series of Series Preferred stock) an
amount equal to dividends accrued to the date of payment, and to no further
payment. Except as otherwise fixed by the Board of Directors in establishing
any series of Series Preferred Stock, in the event that the assets of this
Corporation available for distribution to holders of Series Preferred Stock
shall be insufficient to permit payment to such holders of such amounts, all
the assets of the Corporation then remaining shall be distributed among the
series of Series Preferred Stock ratably on the basis of the relative aggregate
liquidation preferences of each series and, within each such series, ratably
among the holders of the shares of such series. The aggregate amount of
payments to be made to holders of Series Preferred Stock upon any
liquidation, dissolution or winding up of this Corporation may be fixed by the
Board of Directors in establishing any series at any amount and by any
method up to the full amount legally available for distribution to
stockholders. After payment in full has been made to all holders of Series
Preferred Stock, the remaining assets of this Corporation may be distributed
to the holders of Common Stock. The holders of any series of Preferred
Stock shall be entitled to participate in any such distribution to holders of
Common Stock to the extent, if any, fixed for such series by the Board of
Directors in establishing such series.
PAGE 4B
CAMBEX CORPORATION
RESTATED ARTICLES OF ORGANIZATION (Continued)
Article IV (Continued)
PROVISIONS RELATING TO CAPITAL STOCK
Except as otherwise fixed by the Board of Directors in establishing any series
of Series Preferred Stock, neither the purchase or redemption by this
Corporation of shares of any class or series of its capital stock in any manner
permitted by the Articles of Organization, nor the merger or consolidation of
this Corporation with or into any other corporation or corporations, nor the
sale or transfer by this Corporation of all or any part of its assets, shall be
deemed to be liquidation; dissolution or winding up of this Corporation for
the purposes of this Article 4.
(b) Dividend Preference. Holders of Series Preferred Stock shall
be entitled to receive, when, as and if declared by the Board of Directors, out
of funds legally available for the purpose, dividends at such annual rate or
rates, and no more, as are fixed for each series of Series Preferred Stock by
the Board of Directors in establishing such series, payable in cash or in
property or in shares of any series of Series Preferred Stock, or in shares of
Common Stock, or in any combination thereof. Holders of Series Preferred
Stock may receive in the aggregate dividends equal to the full amount of
funds legally available for the payment of dividends. Except as otherwise
provided for any series of Series Preferred Stock by the Board of Directors in
establishing such series, until all accrued dividends, if any, on all shares of
Series Preferred Stock shall have been declared and set apart for payment, no
dividend or distribution shall be made to holders of Common Stock, other
than a dividend payable in Common Stock of this Corporation, nor shall any
shares of Common Stock be repurchased, redeemed or otherwise retired. The
holders of any series of Series Preferred Stock shall be entitled to participate
in any dividend or distribution to holders of Common Stock to the extent, if
any, provided for such series by the Board of Directors in establishing such
series.
(c) Voting Powers and Qualifications. Each share of Common
Stock shall entitle the holder thereof to one vote on all matters presented to
the stockholders. The holders of each series of Series Preferred Stock shall
be entitled to vote separately as a class, or in combination with the holders of
any other series or Common Stock (or both) as a single class, to the extent (if
any), and in regard to such matters and transactions (if any), as the Board of
Directors may fix in establishing any such series or as may otherwise be
required by law. Matters and transactions as to which the Board of
Directors, in establishing any series, may fix a separate class vote of holders
of Series Preferred Stock or any series thereof may include, without
limitation, the election of a specified number or percentage of the directors,
changes in this Corporation's authorized capital stock, amendments, to this
Corporation's Articles of Organization or
PAGE 4C
CAMBEX CORPORATION
RESTATED ARTICLES OF ORGANIZATION (Continued)
Article IV (Continued)
PROVISIONS RELATING TO CAPITAL STOCK
By-laws, mergers, a sale of substantially all of the assets of this Corporation
and dissolution of this Corporation. The Board of Directors may fix in
establishing any series of Series Preferred Stock the percentage of votes
required to approve any matter or transaction requiring a separate vote of the
Series Preferred Stock or any series thereof. As to matters and transactions
as to which any series of Series Preferred Stock is entitled to vote in
combination with holders of Common Stock as a single class, the Board of
Directors, in establishing any such series, may specify that the voting power
of each share of such series may be greater or less than the voting power of
each share of Common Stock, provided that Series Preferred Stock shall have
no more than ten votes per share, or such greater number as is equivalent to
the number of shares of Common Stock into which such shares of Series
Preferred Stock are convertible.
(d) Additional Special or Relative Rights or Privileges. Holders
of any series of Series Preferred Stock shall enjoy such additional special or
relative rights or privileges vis-a-vis the holders of Common Stock as the
Board of Directors (subject to the limitations imposed by this Article 4) may
fix in establishing such series, including, without limitation, rights of
redemption, sinking or purchase fund provisions and conversion rights.
PAGE 6A
CAMBEX CORPORATION
RESTATED ARTICLES OF ORGANIZATION (Continued)
Article VI (Continued)
OTHER LAWFUL PROVISIONS:
(a) The directors may make, amend or repeal the by-laws in
whole or in part, except with respect to any provision thereof which by law or
the by-laws requires action by the stockholders.
(b) Meetings of the stockholders may be held anywhere in the
United States.
(c) 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 interests
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.
(d) 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 for any share of its capital stock with par value issued by it
over such par value shall be paid-in surplus. The board of directors may
allocate to capital stock less than all of the consideration for any share of
its capital stock without par value issued by it, in which case the balance
of such consideration shall be paid-in surplus. All surplus shall be available
for any corporate purpose, including the payment of dividends.
(e) The purchase or other acquisition or retention by the
corporation of shares of its own capital shall not be deemed a reduction of its
capital stock. 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 of
authorizing such reduction.
(f) 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 upon
other records of the corporation.
PAGE 6B
CAMBEX CORPORATION
RESTATED ARTICLES OF ORGANIZATION (Continued)
Article VI (Continued)
OTHER LAWFUL PROVISIONS:
(g) The directors shall have the power to fix from time to time
their compensation. No person shall be disqualified from holding any office
by reason of any interest. In the absence of fraud, any director, officer or
stockholder of this corporation individually, or any individual having any
interest in any concern which is a stockholder of this corporation, or any
concern in which any such directors, officers, stockholders or individuals
have any interest, may be a party to, or may be pecuniarily or otherwise
interested in, any contract, transaction or other act of this corporation, and
(1) such contract, transactions or act shall not be in any way
invalidated or otherwise affected by that fact;
(2) no such director, officer, stockholder or individual shall be
liable to account to this corporation for any profit or benefit
realized through any such contract transaction or act; and
(3) any such director of this corporation may be counted in
determining the existence of a quorum at any meeting of the
directors or of any committee thereof which shall authorize
any such contract, transaction or act, and may vote to
authorize the same;
provided, however, that any contract, transaction or act in which any director
or officer of this corporation is so interested individually or as a director,
officer, trustee or member of any concern which is not a subsidiary or
affiliate of this corporation, or in which any directors or officers are so
interested as holders, collectively, of a majority of shares of capital stock or
other beneficial interest at the time outstanding in any concern which is not a
subsidiary or affiliate of this corporation, shall be duly authorized or
ratified by a majority of the directors who are not so interested and to whom
the nature of such interest has been disclosed;
the term "interest" including personal interest and interest as a
director, officer, stockholder, shareholder, trustee, member of
beneficiary of any concern;
the term "concern" meaning any corporation, association, trust,
partnership, firm
person or other entity other than this corporation; and
the phrase "subsidiary or affiliate" meaning a concern in which a
majority of the directors, trustees, partners or controlling persons are
elected or appointed by the directors of this corporation, or are
constituted of the directors or officers of this corporation.
PAGE 6C
CAMBEX CORPORATION
RESTATED ARTICLES OF ORGANIZATION (Continued)
Article VI (Continued)
OTHER LAWFUL PROVISIONS:
To the extent permitted by law, the authorizing or ratifying vote of a majority
in interest of each class of the capital stock of this corporation outstanding
and entitled to vote fore directors at an annual meeting or a special meeting
duly called for the purpose (whether such vote is passed before or after
judgment rendered in a suit with respect to such contract, transaction or act)
shall validate any contract, transaction or act of this corporation, or of the
board of directors or any committee thereof, with regard to all stockholders of
this corporation, whether or not of record at the time of such vote, and with
regard to all creditors and other claimants under this corporation;
provided, however, that with respect to the authorization or
ratification of contracts, transactions or acts in which any of the
directors, officers, or stockholders of this corporation have an interest,
the nature of such contracts, transactions or acts and the interest of
any director, officer or stockholder therein shall be summarized in the
notices of any such annual or special meeting, or in a statement or
letter accompanying such notice, and shall be fully disclosed at any
such meeting;
provided, also, that stockholders so interested may vote at any such
meeting; and
provided, further, that any failure of the stockholders to authorize or
ratify such contract, transaction or act shall not be deemed in any way
to invalidate the same officers or employees of its or their right to
proceed with such contract, transaction or act.
No contract, transaction or act shall be avoided by reason of any provision of
this paragraph (g) which would be valid but for those provisions.
(h) No director of the 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 of law imposing such
liability; provided, however, that this Article 6(h) shall not eliminate the
liability of a director to the extent that such liability is provided by
applicable law (i) for any breach of the director's duty of 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 61 or Section 62 (or successor provision) of the Business
Corporation Law of the Commonwealth of Massachusetts, or (iv) for any
transaction from which the director derived an improper personal benefit.
The foregoing provisions of this Article 6(h) shall not eliminate the
liability of a director for any act or omission occurring prior to the date
on which this Article 6(h) becomes effective. No amendment to or repeal of
this Article 6(h) shall apply to or have any effect on the liability or
alleged liability of any director of the corporation for or with respect to
any acts or omissions of such director occurring prior to such amendment or
repeal.
PAGE 8A
CAMBEX CORPORATION
RESTATED ARTICLES OF ORGANIZATION (Continued)
Article VI (Continued)
OFFICERS AND DIRECTORS:
Name Residential Address
P.O. Address
President Joseph Kruy 21 Driftwood Lane
Same
Weston, MA 02493
Treasurer Peter Kruy 3 Crown Point Road
Same
Sudbury, MA 01776
Clerk John Beard 194 Glezen Lane
Same
Wayland, MA 01778
Assistant Clerk Arthur L. Ziskend 116 Wayne Road
Same
Newton, MA 02459
Directors Joseph Kruy 21 Driftwood Lane
Same
Weston, MA 02493
C. V. Ramamoorthy 558 Blackhawk Club Dr.
Same
Danville, CA 94506
Philip C. Hankins 1801 Lavaca Street, #14J
Same
Austin, TX 87801
Robert J. Spain 170 Pine Ridge Road
Same
Newton, MA 02468
