AN AMENDMENT TO THE ARTICLES OF ORGANIZATION
Federal Identification No. 04-2455639
The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
We, A. Neil Pappalardo, Chairman and Jane E. Currier, Clerk of Medical
Information Technology, Inc., located at Meditech Circle, Westwood, MA 02090,
certify that these Articles of Amendment affecting articles numbered 3 of the
Articles of Organization were duly adopted at a meeting held on April 22, 2000,
by vote of 13,460,625 shares of Common Stock of 16,587,566 shares outstanding
and being at least a majority of each type, class or series outstanding and
entitled to vote thereon:
To change the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
TYPE NUMBER OF SHARES PAR VALUE
Common 17,000,000 $0.25
Change the total authorized to:
TYPE NUMBER OF SHARES PAR VALUE
Common 35,000,000 $0.50
VOTED: That the Articles of Organization of the Corporation be amended to
increase the authorized Common Stock from 17,000,000 shares, par value $.25 per
share to 35,000,000 shares, par value $.50 per share.
The foregoing amendment will become effective when these Articles of Amendment
are filed in accordance with General Laws, Chapter 156B, Section 6 unless these
articles specify, in accordance with the vote adopting the amendment, a later
effective date not more than thirty days after such filing, in which event the
amendment will become effective on such later date.
SIGNED UNDER THE PENALTIES OF PERJURY, this 26th day of May, 2000.
/s/ A. Neil Pappalardo, Chairman
/s/ Jane E. Currier, Clerk
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within Articles of Amendment and, the filing fee in the
amount of $18,000.00 having been paid, said articles are deemed to have been
filed with me this 7th day of June, 2000.
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
AN AMENDMENT TO THE ARTICLES OF ORGANIZATION
Federal Identification No. 04-2455639
The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
We, Lawrence A. Polimeno, President and Jane E. Currier, Clerk of Medical
Information Technology, Inc., located at Meditech Circle, Westwood, MA 02090,
certify that these Articles of Amendment affecting articles numbered 3 of the
Articles of Organization were duly adopted at a meeting held on April 22, 2001,
by vote of 11,623,357 shares of Common Stock of 16,750,278 shares outstanding
and being at least a majority of each type, class or series outstanding and
entitled to vote thereon:
To change the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
TYPE NUMBER OF SHARES PAR VALUE
Common 35,000,000 $0.50
Change the total authorized to:
TYPE NUMBER OF SHARES PAR VALUE
Common 35,000,000 $1.00
VOTED: That the Articles of Organization of the Corporation be amended to
increase the par value $0.50 per share to par value $1.00 per share.
The foregoing amendment will become effective when these Articles of Amendment
are filed in accordance with General Laws, Chapter 156B, Section 6 unless these
articles specify, in accordance with the vote adopting the amendment, a later
effective date not more than thirty days after such filing, in which event the
amendment will become effective on such later date.
SIGNED UNDER THE PENALTIES OF PERJURY, this 29th day of May, 2001.
/s/ Lawrence A. Polimeno, President
/s/ Jane E. Currier, Clerk
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within Articles of Amendment and, the filing fee in the
amount of $100.00 having been paid, said articles are deemed to have been filed
with me this 31th day of May, 2001.
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
THE BY-LAWS OF MEDICAL INFORMATION TECHNOLOGY, INC.
ARTICLE I - SHAREHOLDERS
1. ANNUAL MEETING: The annual meeting of shareholders shall be held on the
fourth Monday 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 shareholders 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
shareholders 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 shareholders 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 shareholder entitled to
vote thereat and to each shareholder 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 shareholder at his address as it appears in the
records of the corporation. Notice need not be given to a shareholder if a
written waiver of notice, executed before or after the meeting by such
shareholder 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: Shareholders 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. Shareholders 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 shareholder 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 shareholders 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 shareholder 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 shareholders may be taken
without a meeting if all shareholders entitled to vote on the matter consent to
the action by a writing filed with the records of the meetings of shareholders.
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 shareholders, shall be elected by the
shareholders at the annual meeting. No Director need be a shareholder.
3. VACANCIES: Any vacancy in the Board of Directors may be filled by the
shareholders or, in the absence of shareholder 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
shareholders.
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 shareholders 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 shareholders, or the special
meeting held in lieu thereof, following such meeting of shareholders. 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 shareholders. 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 shareholder 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 shareholders and until their respective
successors are chosen and qualified; and all other officers shall hold office
until the next annual meeting of shareholders 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 shareholders 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
shareholders. 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 shareholders, 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 shareholder 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
shareholder 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 shareholders, or the date
for the payment of any dividend or the making of any distribution to
shareholders, or the last day on which the consent or dissent of shareholders
may be effectively expressed for any purpose, as the record date for determining
the shareholders 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 shareholders 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
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 shareholders 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
shareholders, and the stock and transfer records, which shall contain the names
of all shareholders 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 shareholder for any proper
purpose, but not to secure a list of shareholders 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 shareholder, 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 shareholders 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 shareholders at least 20
days before the new date fixed for such meeting.