<PAGE>   1

                                                                    EXHIBIT 3(a)


                                                          Federal Identification
                                                                  No. 04-2057203
                                                                    Fee: $250.00


                        THE COMMONWEALTH OF MASSACHUSETTS

                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth
                   One Ashburton Place, Boston, MA 02108-1512

            ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
                    (General Laws, Chapter 156B, Section 82)


         We, James M. McConnell, President, and Jill E. Peebles, Clerk, of
Instron Corporation, organized under the laws of Massachusetts and herein called
the parent corporation, certify as follows:

         1.       That the subsidiary corporation(s) to be merged into the
parent corporation is/are:

            NAME                STATE OF ORGANIZATION      DATE OF ORGANIZATION

Laboratory Microsystems, Inc.      Massachusetts              March 20, 1990

         2.       The parent corporation, at the date of the vote, owned not
less than ninety percent (90%) of the outstanding shares of each class of stock
of the subsidiary corporation or corporations with which it has voted to merge.

         Item 3 below may be deleted if all the corporations are organized under
the laws of Massachusetts and if General Laws, Chapter 156B is applicable to
them.

         4.       That at a meeting of the directors of the parent corporation,
the following vote, pursuant to General Laws, Chapter 156B, Section 82,
Subsection (a) was duly adopted:

         At a meeting of the Board of Directors of Instron Corporation on
November 19, 1996, the following vote was duly adopted:

VOTED:   To approve the merger of Laboratory Microsystems, Inc., a wholly owned
         subsidiary of Instron Corporation, into Instron Corporation pursuant to
         Massachusetts General Laws, Chapter 156B, Section 82, a transaction
         intended to qualify as a Section 332 liquidation under the U.S.
         Internal Revenue Code as discussed at the meeting; and to authorize the
         President, Chief Financial Officer and/or Treasurer to take whatever
         actions necessary to effectuate this proposal.


* Delete the inapplicable words. In case the parent corporation is organized
under the laws of a state other than Massachusetts, these articles are to be
signed by officers having corresponding powers and duties.



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         5.       The effective date of the merger 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 merger should be effective as of the close of business on December
31, 1996.

         Section 5 below may be deleted if the parent corporation is organized
under the laws of Massachusetts.


         SIGNED UNDER THE PENALTIES OF PERJURY, this 11th day of December, 1996.



                                        /s/ James M. McConnell
                                        ------------------------------------
                                        James M. McConnell
                                        President



                                        /s/ Jill E. Peebles
                                        ------------------------------------
                                        Jill E. Peebles
                                        Clerk







Note: Notes for which the space provided above is not sufficient, should be
listed on additional sheets to be numbered 4A, 4B, etc. Additional sheets must
be 8 1/2" x 11" and have a left hand margin of 1 inch. Only one side should be
used.





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<PAGE>   3
                        THE COMMONWEALTH OF MASSACHUSETTS

            ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
                    (General Laws, Chapter 156B, Section 82)


         I hereby approve the within Articles of Merger of Parent and Subsidiary
Corporations and, the filing fee in the amount of $250.00 having been paid, said
articles are deemed to have been filed with me this 16th day of December, 1996.

         Effective date:  12/31/96


                                        /s/ William Francis Galvin
                                        ------------------------------------
                                        WILLIAM FRANCIS GALVIN
                                        Secretary of the Commonwealth


TO BE FILLED IN BY CORPORATION


Photocopy of document to be sent to:


           Bradley A. Jacobson, Esq.
           Goodwin, Procter & Hoar  LLP
           Exchange Place
           Boston, MA  02109

Telephone: (617) 570-1019





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<PAGE>   4

                                                         Federal Identification:
                                                                  No. 04-2057203


                        THE COMMONWEALTH OF MASSACHUSETTS

                 OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
                       MICHAEL JOSEPH CONNOLLY, Secretary
                    ONE ASHBURTON PLACE, BOSTON, MASS. 02108


                  CERTIFICATE OF VOTE OF DIRECTORS ESTABLISHING
                          A SERIES OF A CLASS OF STOCK

                     General Laws, Chapter 156B, Section 26


                                 ---------------

         We, Salvatore J. Vinciguerra, President, and Paul R. Rugo, Clerk, of
Instron Corporation, located at 100 Royall Street, Canton, Massachusetts 02021
do hereby certify that at a meeting of the directors of the corporation held on
November 2, 1998, the following vote establishing and designating a series of a
class of stock and determining the relative rights and preferences thereof was
duly adopted:





                        See Continuation Sheets attached.






NOTE:    Votes for which the space provided above is not sufficient should be
         set out on continuation sheets to be numbered 2A, 2B, etc. Continuation
         sheets must have a left-hand margin 1 inch wide for binding and shall
         be 8 1/2" x 11". Only one side should be used.




<PAGE>   5
VOTED:   That pursuant to the authority vested in the Board of Directors of this
         Corporation in accordance with the provisions of its Articles of
         Organization, a series of Preferred Stock of the Corporation is hereby
         created and that the designation and amount thereof and the voting
         powers, preferences and relative, participating, optional and other
         special rights of the shares of such series, and the qualifications,
         limitations or restrictions thereof are as follows:

         Section 1. DESIGNATION AND AMOUNT. The shares of such series shall be
designated as "Series A Junior Participating Cumulative Preferred Stock" (the
"Series A Preferred Stock"), and the number of shares constituting such series
shall be 100,000.

         Section 2. DIVIDENDS AND DISTRIBUTIONS.

                  (A)      (i)      The holders of shares of Series A 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, quarterly dividends
payable in cash on the first day of March, June, September and December in each
year (each such date being referred to herein as a "Quarterly Dividend Payment
Date"), commencing on the first Quarterly Dividend Payment Date after the first
issuance of a share or fraction of a share of Series A Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the greater of (a)
$12.00 or (b) subject to the provision for adjustment hereinafter set forth, 100
times the aggregate per share amount of all cash dividends, and 100 times the
aggregate per share amount (payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock, par value $1.00 per share, of the
Corporation (the "Common Stock") since the immediately preceding Quarterly
Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment
Date, since the first issuance of any share or fraction of a share of Series A
Preferred Stock. The multiple of cash and non-cash dividends declared on the
Common Stock to which holders of the Series A Preferred Stock are entitled,
which shall be 100 initially but which shall be adjusted from time to time as
hereinafter provided, is hereinafter referred to as the "Dividend Multiple". In
the event the Corporation shall at any time after November 2, 1988 (the "Rights
Declaration Date") declare or pay any dividend on Common Stock payable in shares
of Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification





                                        2

<PAGE>   6
or otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
Dividend Multiple thereafter applicable to the determination of the amount of
dividends which holders of shares of Series A Preferred Stock shall be entitled
to receive shall be the Dividend Multiple applicable immediately prior to such
event multiplied by a fraction, the numerator of which is the number of shares
of Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.


                           (ii)     Notwithstanding anything else contained in
this paragraph (A), the Corporation shall, out of funds legally available for
that purpose, declare a dividend or distribution on the Series A Preferred Stock
as provided in this paragraph (A) immediately after it declares a dividend or
distribution on the Common Stock (other than a dividend payable in shares of
Common Stock); provided that, in the event no dividend or distribution shall
have been declared on the Common Stock during the period between any Quarterly
Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a
dividend of $12.00 per share on the Series A Preferred Stock shall nevertheless
be paid on such subsequent Quarterly Dividend Payment Date.


                  (B)      Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares of Series A
Preferred Stock, unless the date of issue of such shares is prior to the record
date for the first Quarterly Dividend Payment Date, in which case dividends on
such shares shall begin to accrue from the date of issue of such shares, or
unless the date of issue is a Quarterly Dividend Payment Date or is a date after
the record date for the determination of holders of shares of Series A Preferred
Stock entitled to receive a quarterly dividend and before such Quarterly
Dividend Payment Date, in either of which events such dividends shall begin to
accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but
unpaid dividends shall not bear interest, Dividends paid on the shares of Series
A Preferred Stock in an amount less than the total amount of such dividends at
the time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders of shares of
Series A Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be no more than 60 days
prior to the date fixed for the payment thereof.

         Section 3. VOTING RIGHTS. In addition to any other voting rights
required by law, the holders of shares of Series A Preferred Stock shall have
the following voting rights:

                  (A)      Subject to the provision for adjustment hereinafter
set forth, each share of Series A Preferred Stock shall entitle the holder
thereof to 100 votes on all matters submitted to a vote of the stockholders of
the Corporation. The number of votes which a holder of a share of Series A
Preferred Stock is entitled to cast, as the same may be adjusted from time to
time as hereinafter provided, is hereinafter referred to as the "Vote Multiple".


                                        3


<PAGE>   7
In the event the Corporation shall at any time after the Rights Declaration Date
(i) declare any dividend on Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares, then in each such case the Vote Multiple
thereafter applicable to the determination of the number of votes per share to
which holders of shares of Series A Preferred Stock shall be entitled shall be
the Vote Multiple immediately prior to such event multiplied by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

                  (B)      Except as otherwise provided herein or by law, the
holders of shares of Series A Preferred Stock and the holders of shares of
Common Stock shall vote together as one class on all matters submitted to a vote
of stockholders of the Corporation.

                  (C)      (i)     if at any time dividends on any Series A
Preferred Stock shall be in arrears in an amount equal to six (6) quarterly
dividends thereon, the occurrence of such contingency shall mark the beginning
of a period (herein called a "default period") which shall extend until such
time when all accrued and unpaid dividends for all previous quarterly dividend
periods and for the current quarterly dividend period on all shares of Series A
Preferred Stock then outstanding shall have been declared and paid or set apart
for payment. During each default period, the holders of Preferred Stock
(including holders of the Series A Preferred Stock) with dividends in arrears in
an amount equal to six (6) quarterly dividends thereon, voting as a class,
irrespective of series, shall have the right to elect two (2) Directors.


                           (ii)     During any default period, such voting right
of the holders of Series A Preferred stock may be exercised initially at a
special meeting called pursuant to subparagraph (iii) of this Section 3(C) or at
any annual meeting of stockholders, and thereafter at annual meetings of
stockholders, provided that neither such voting right nor the right of the
holders of any other series of Preferred Stock, if any, to increase, in certain
cases, the authorized number of Directors shall be exercised unless the holders
of ten percent (10%) in number of shares of Preferred Stock outstanding shall be
present in person or by proxy. The absence of a quorum of the holders of Common
Stock shall not affect the exercise by the holders of Preferred Stock of such
voting right. At any meeting at which the holders of Preferred Stock shall
exercise such voting right initially during an existing default period, they
shall have the right, voting as a class, to elect Directors to fill such
vacancies, if any, in the Board of Directors as may then exist up to two (2)
Directors or, if such right is exercised at an annual meeting, to elect two (2)
Directors. If the number which may be so elected at any special meeting does not
amount to the required number, the holders of the Preferred Stock shall have the
right to make such increase in the number of Directors as shall be necessary to
permit the election by them of the required number. After the holders of the
Preferred Stock shall have exercised their right to elect Directors in any
default period and during the continuance of such period, the number of
Directors shall not be increased or decreased except by vote of the holders of
Preferred Stock as herein provided or pursuant to the rights of any equity
securities ranking senior to or PARI PASSU with the Series A Preferred Stock.




                                        4


<PAGE>   8
                           (iii)    unless the holders of Preferred Stock shall,
during an existing default period, have previously exercised their right to
elect Directors, the Board of Directors may order, or any stockholder or
stockholders owning in the aggregate not less than ten percent (10%) of the
total number of shares of Preferred Stock outstanding, irrespective of series,
may request, the calling of a special meeting of the holders of Preferred Stock,
which meeting shall thereupon be called by the President, a Vice President or
the Clerk of the Corporation. Notice of such meeting and of any annual meeting
at which holders of Preferred Stock are entitled to vote pursuant to this
paragraph (C)(iii) shall be given to each holder of record of Preferred Stock by
mailing a copy of such notice to him at his last address as the same appears on
the books of the Corporation. Such meeting shall be called for a time not
earlier than 20 days and not later than 60 days after such order or request or,
in default of the calling of such meeting within 60 days after such order or
request, such meeting may be called on similar notice by any stockholder or
stockholders owning in the aggregate not less than ten percent (10%) of the
total number of shares of Preferred Stock outstanding. Notwithstanding the
provisions cf this paragraph (C)(iii), no such special meeting shall be called
during the period within 60 days immediately preceding the date fixed for the
next annual meeting of the stockholders.

                           (iv)     In any default period, the holders of Common
Stock, and other classes of stock of the Corporation if applicable, shall
continue to be entitled to elect the whole number of Directors until the holders
of Preferred Stock hall have exercised their right to elect two (2) Directors
voting as a class, after the exercise of which right (x) the Directors so
elected by the holders of Preferred Stock shall continue in office until their
successors shall have been elected by such holders or until the expiration of
the default period, and (y) any vacancy in the Board of Directors may (except as
provided in paragraph (C)(ii) of this Section 3) be filled by vote of a majority
of the remaining Directors theretofore elected by the holders of the class of
stock which elected the Director whose office shall have become vacant.
References in this paragraph (C) to Directors elected by the holders of a
particular class of stock shall include Directors elected by such Directors to
fill vacancies as provided in clause (y) of the foregoing sentence.

                           (v)      Immediately upon the expiration of a default
period (x) the right of the holders of Preferred Stock as a class to elect
Directors shall cease, (y) the term of any Directors elected by the holders of
Preferred Stock as a class shall terminate, and (z) the number of Directors
shall be such number as may be provided for in the Articles of Organization or
by-laws irrespective of any increase made pursuant to the provisions of
paragraph (C)(ii) of this Section 3 (such number being subject, however, to
change thereafter in any manner provided by law or in the Articles of
Organization or by-laws). Any vacancies in the Board of Directors effected by
the provisions of clauses (y) and (z) in the preceding sentence may be filled by
a majority of the remaining Directors.

                  (D)      Except as otherwise required by applicable law or as
set forth herein, holders of Series A Preferred Stock shall have no special
voting rights and their consent shall



                                        5


<PAGE>   9
not be required (except to the extent they are entitled to vote with holders of
Common Stock as set forth herein) for taking any corporate action.

         Section 4. CERTAIN RESTRICTIONS.

                  (A)      Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided in Section 2
are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Preferred Stock
outstanding shall have been paid in full, the Corporation shall not:

                           (i)      declare or pay dividends on, make any other
                                    distributions on, or redeem or purchase or
                                    otherwise acquire for consideration any
                                    shares of stock ranking junior (either as to
                                    dividends or upon liquidation, dissolution
                                    or winding up) to the Series A Preferred
                                    Stock;

                           (ii)     declare or pay dividends on or make any
                                    other distributions on any shares of stock
                                    ranking on a parity (either as to dividends
                                    or upon liquidation, dissolution or winding
                                    up) with the Series A Preferred Stock,
                                    except dividends paid ratably on the Series
                                    A Preferred Stock and all such parity stock
                                    on which dividends are payable or in arrears
                                    in proportion to the total amounts to which
                                    the holders of all such shares are then
                                    entitled;

                           (iii)    redeem or purchase or otherwise acquire for
                                    consideration shares of any stock ranking on
                                    a parity (either as to dividends or upon
                                    liquidation, dissolution or winding up) with
                                    the Series A Preferred Stock, provided that
                                    the Corporation may at any time redeem,
                                    purchase or otherwise acquire shares of any
                                    such parity stock in exchange for shares of
                                    any stock of the Corporation ranking junior
                                    (either as to dividends or upon dissolution,
                                    liquidation or winding up) to the Series A
                                    Preferred Stock; or

                           (iv)     purchase or otherwise acquire for
                                    consideration any shares of Series A
                                    Preferred Stock, or any shares of stock
                                    ranking on a parity with the Series A
                                    Preferred Stock, except in accordance with a
                                    purchase offer made in writing or by
                                    publication (as determined by the Board of
                                    Directors) to all holders of such shares
                                    upon such terms as the Board of Directors,
                                    after consideration of the respective annual
                                    dividend rates and other relative rights and
                                    preferences of the respective series and
                                    classes, shall determine in good faith will
                                    result in fair and equitable treatment among
                                    the respective series or classes.




                                        6


<PAGE>   10
                  (B)      The Corporation shall not permit any subsidiary of
the Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (A) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.

         Section 5. REACQUIRED SHARES. Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
to be created by resolution or resolutions of the Board of Directors, subject to
the conditions and restrictions on issuance set forth herein.

         Section 6. LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any voluntary
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (x) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
such payment, plus an amount equal to the greater of (1) $4,000 per share or (2)
an aggregate amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount to be distributed
per share to holders of Common Stock, or (y) to the holders of stock ranking on
a parity (either as to dividends or upon liquidation, dissolution or winding up)
with the Series A Preferred Stock, except distributions made ratably on the
Series A Preferred Stock and all other such parity stock in proportion to the
total amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up. In the event the Corporation shall at
any time declare or pay any dividend on Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the aggregate amount to which
holders of shares of Series A Preferred Stock were entitled immediately prior to
such event under the proviso in clause (x) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

         Neither the consolidation of nor merging of the Corporation with or
into any other corporation or corporations, nor the sale or other transfer of
all or substantially all of the assets of the Corporation, shall be deemed to be
a liquidation, dissolution or winding up of the Corporation within the meaning
of this Section 6.

         Section 7. CONSOLIDATION, MERGER, ETC. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash or any other property, then in



                                        7


<PAGE>   11
any such case the shares of Series A Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share (subject to the provision
for adjustment hereinafter set forth) equal to 100 times the aggregate amount of
stock, securities, cash or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged,
plus accrued and unpaid dividends, if any, payable with respect to the Series A
Preferred Stock. In the event the Corporation shall at any time declare or pay
any dividend on Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the amount set forth in the preceding sentence with respect to
the exchange or change of shares of Series A Preferred Stock shall be adjusted
by multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

         Section 8. REDEMPTION.

                  (A)      For purposes of this Section 8, the following terms
have the meanings indicated:

                           (i)      "Acquiring Person" shall mean any Person (as
such term is hereinafter defined) who or which, together with all Affiliates (as
such term is hereinafter defined) and Associates (as such term is hereinafter
defined) of such Person, shall be the Beneficial Owner (as such term is
hereinafter defined) of 20% or more of the shares of Common Stock then
outstanding, but shal1 not include the Corporation, any subsidiary of the
Corporation, any employee benefit plan of the Corporation or any subsidiary
thereof or any entity holding shares of Common Stock organized, appointed or
established by the Corporation or any subsidiary thereof for or pursuant to the
terms of any such plan.

                           (ii)     "Affiliate" and "Associate" shall have the
respective meanings ascribed to such terms in Rule 12b-2 of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").

                           (iii)    A Person shall be deemed the "Beneficial
Owner" of, and shall be deemed to "beneficially own," any securities:

                                    (a)      which such Person or any of such
         Person's Affiliates or Associates beneficially owns, directly or
         indirectly (as determined pursuant to Rule 13d-3 of the General Rules
         and Regulations under the Exchange Act) or has the right to dispose of;

                                    (b)      which such Person or any of such
         Person's Affiliates or Associates has (A) the right to acquire (whether
         such right is exercisable immediately




                                        8

<PAGE>   12
         or after the passage of time) pursuant to any agreement, arrangement or
         understanding (whether or not in writing) or upon the exercise of
         conversion rights, exchange rights, rights (other than rights initially
         exercisable for Series A Preferred Stock), warrants or options, or
         otherwise; PROVIDED, HOWEVER, that a Person shall not be deemed the
         "Beneficial Owner" of, or to "beneficially own," securities tendered
         pursuant to a tender or exchange offer made by such Person or any of
         such Person's Affiliates or Associates until such tendered securities
         are accepted for purchase or exchange; or (B) the right to vote
         pursuant to any agreement, arrangement or understanding (whether or not
         in writing); PROVIDED, HOWEVER, that a Person shall not be deemed the
         "Beneficial Owner" of, or to "beneficially own," any security under
         this clause (B) if the agreement, arrangement or understanding to vote
         such security (1) arises solely from a revocable proxy given in
         response to a public proxy or consent solicitation made pursuant to,
         and in accordance with the applicable rules and regulations of the
         Exchange Act and (2) is not also then reportable by such person on
         Schedule 13D under the Exchange Act (or any comparable or successor
         report); or

                                    (c)      which are beneficially owned,
         directly or indirectly, by any other Person (or any Affiliate or
         Associate thereof) with which such Person or any of such Person's
         Affiliates or Associates has any agreement, arrangement or
         understanding (whether or not in writing), for the purpose of
         acquiring, holding, voting (except pursuant to a revocable proxy as
         described in clause (B) of subparagraph (b) of this paragraph (iii)) or
         disposing of any securities of the Corporation.

                           (iv)     "Disinterested Director" shall mean any
         member of the Corporation's Board of Directors who is not an officer or
         employee of the Corporation or any of its subsidiaries and who is not
         an Acquiring Person or an Affiliate or an Associate of an Acquiring
         Person or nominee of an Acquiring Person or any such Affiliate or
         Associate and was a member of the Corporation's Board of Directors
         prior to the Rights Declaration Date, and any Person who subsequently
         becomes a member of the Company's Board of Directors who is not an
         Acquiring Person or an Affiliate or an Associate of an Acquiring Person
         or nominee of an Acquiring Person or any such Affiliate or Associate,
         if such Person's nomination is recommended or approved by a majority of
         the Disinterested Directors.

                           (v) "Person" shall, mean any individual, firm,
         corporation, partnership or other entity.

                  (B)      Subject to Section 4 hereof, the Corporation may, at
any time (unless otherwise prevented by law) by the affirmative vote of a
majority of the directors then in office, including, if at the time of such vote
there is an Acquiring Person, a majority of the Disinterested Directors, redeem
all or any portion of the Series A Preferred Stock then outstanding. The amount
per share of Series A Preferred Stock to be redeemed to be paid upon any such
redemption shall be equal to $4,000 plus accrued and unpaid dividends, if any,
payable with respect thereto. The total sum payable per share of Series A
Preferred Stock on


                                        9


<PAGE>   13
the date on which the Corporation redeems any shares of Series A Preferred Stock
(the "Redemption Date") is hereinafter referred to as the "Redemption Price."


                  (C)      Notice of redemption pursuant to this Section 8 shall
be sent by first-class mail, postage prepaid, to the holders of record of the
shares of Series A Preferred Stock to be redeemed at their respective addresses
as the same shall appear on the books of the Corporation. Such notice shall be
mailed not less than 30 nor more than 60 days in advance of the applicable
Redemption Date and shall specify the Redemption Date, the Redemption Price and
the place at which payment may be obtained as to such shares. At any time on or
after the Redemption Date applicable thereto, the holders of record of shares of
Series A Preferred Stock to be redeemed on such Redemption Date shall be
entitled to receive the Redemption Price therefor upon actual delivery to the
Corporation or its agent of the certificates representing the shares to be
redeemed.


         If such notice of redemption shall have been duly given, and if on or
before any Redemption Date the funds necessary for such redemption (taking into
account, any conversions) shall have been deposited by the Corporation with a
bank or trust company designated by the Board of Directors and having capital
and surplus of at least $50,000,000 in trust for the pro rata benefit of the
holders of the shares of Series A Preferred Stock so called for redemption,
then, notwithstanding that any certificate for shares of Series A Preferred
Stock so called for redemption shall not have been surrendered for cancellation,
from and after such Redemption Date (unless there shall have been a default in
payment of the Redemption Price) all shares of Series A Preferred Stock so
called for redemption shall no longer be deemed to be outstanding and all rights
with respect to such shares shall forthwith cease and terminate, except only the
right of the holders thereof to receive from such bank or trust company upon
surrender of their certificate or certificates at any time after the time of
such deposit the funds so deposited, without interest. The balance of any funds
so deposited and unclaimed at the end of one year from such Redemption Date
shall be released or repaid to the Corporation, after which the holders of the
shares so called for redemption shall look only to the Corporation for payment
thereof, without interest.

         Section 9. RANKING. Unless otherwise provided in the Articles of
Organization of the Corporation or a Certificate of Vote of Directors
Establishing a Class of Stock relating to a subsequently-designated series of
Preferred Stock of the Corporation, the Series A Preferred Stock shall rank
junior to any other series of the Corporation's Preferred Stock subsequently
issued, as to the payment of dividends and the distribution of assets on
liquidation, dissolution or winding up and shall rank senior to the Common
Stock.

         Section 10. AMENDMENT. The Articles of Organization of the Corporation
and this Certificate of Vote shall not be amended in any manner which would
materially alter or change the powers, preferences or special rights of the
Series A Preferred Stock so as to affect them adversely (within the meaning of
Section 77 of Chapter 156B of the Massachusetts General Laws) without the
affirmative vote of the holders of a majority or more of the outstanding shares
of Series A Preferred Stock, voting separate1y as a class.


                                       10


<PAGE>   14
         Section 11. FRACTIONAL SHARES. Series A Preferred Stock may be issued
in fractions of a share which shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series A Preferred Stock.

         IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto
signed our names this 2nd day of November, in the year 1988.



                                        /s/ Salvatore J. Vinciguerra
                                        ------------------------------------
                                        Salvatore J. Vinciguerra
                                        President



                                        /s/ Paul R. Rugo
                                        ------------------------------------
                                        Paul R. Rugo
                                        Clerk




                                       11


<PAGE>   15

                        THE COMMONWEALTH OF MASSACHUSETTS

                  CERTIFICATE OF VOTE OF DIRECTORS ESTABLISHING
                          A SERIES OF A CLASS OF STOCK

                    (General Laws, Chapter 156B, Section 26)


         I hereby approve the within certificate and, the filing fee in the
amount of $75.00 having been paid, said certificate is hereby filed this 3rd day
of November, 1988.


                                        /s/ Michael J. Connolly
                                        ------------------------------------
                                        Michael Joseph Connolly
                                        Secretary of State


TO BE FILLED IN BY CORPORATION
Photocopy of certificate to be sent to:

         Grant Goodman, Esq.
         Goodwin, Procter & Hoar   LLP
         Exchange Place
         Boston, MA  02109

         Telephone: (617) 570-1000




                                       12


<PAGE>   16
                                                          Federal Identification
                                                                  No. 04-2057203


                        THE COMMONWEALTH OF MASSACHUSETTS

                 OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
                       MICHAEL JOSEPH CONNOLLY, Secretary
                    ONE ASHBURTON PLACE, BOSTON, MASS. 02108

                              ARTICLES OF AMENDMENT

                     General Laws, Chapter 156B, Section 72

         This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.

                               ------------------

         We, Salvatore J. Vinciguerra, President, and Paul R. Rugo, Clerk, of
Instron Corporation located at 100 Royall Street, Canton, Massachusetts 02021 do
hereby certify that the following amendment to the articles of organization of
the corporation was duly adopted at a meeting held on May 21, 1987, by vote of
4,967,943 shares of Common Stock out of 6,020,574 shares outstanding, being at
least two-thirds of each class outstanding and entitled to vote thereon and of
each class or series of stock whose rights are adversely affected thereby:1

         To amend the Corporation's Restated Articles of Organization by adding
the following as Article 6H thereto:

                  Article 6H. LIMITATION OF LIABILITY OF DIRECTORS. No director
         of this Corporation shall be personally liable to the Corporation of
         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 shall not eliminate or limit any
         liability of a director (i) for any breach of the director's duty of
         loyalty to the Corporation or its stockholders, (ii) for acts or
         omission not in good faith or which involve intentional misconduct or a
         knowing violation of law, (iii) under Sections 61 or 62 of the
         Massachusetts Business Corporation Law, or (iv) with respect to any
         transaction from which the director derived an improper personal
         benefit.

--------

     1 For amendments adopted pursuant to Chapter 156B, Section 71.


Note: If the space provided under any Amendment 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 for binding. Additions to
more than one Amendment may be continued on a single sheet so long as each
Amendment requiring each such addition is clearly indicated.




<PAGE>   17
                  The provisions of this Article shall not eliminate or limit
         the liability of a director of this Corporation for any act or omission
         occurring prior to the date on which this Article became effective. No
         amendment or repeal of this Articles shall adversely affect the rights
         and protection afforded to a director of this Corporation under this
         Article for acts or omissions occurring while this Article is in
         effect.


         The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of The General
Laws 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.


         IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto
signed our names this 21st day of May, in the year 1987.



                                        /s/ Salvatore J. Vinciguerra
                                        ------------------------------------
                                        Salvatore J. Vinciguerra
                                        President


                                        /s/ Paul R. Rugo
                                        ------------------------------------
                                        Paul R. Rugo
                                        Clerk



                                        2


<PAGE>   18
                        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 $75.00 having been paid, said articles are deemed to have been
filed with me this 28th day of May, 1987.




                                        /s/ Michael Joseph Connolly
                                        ------------------------------------
                                        Michael Joseph Connolly
                                        Secretary of State



TO BE FILLED IN BY CORPORATION
Photocopy of amendment to be sent to:

         Raymond C. Zemlin, Esquire
         Goodwin, Procter & Hoar LLP
         Exchange Place, 25th Floor
         Boston, MA 02109

         Telephone: (617) 570-1000




                                        3


<PAGE>   19

                                                          Federal Identification
                                                                  No. 04-2057203


                        THE COMMONWEALTH OF MASSACHUSETTS

                 OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
                       MICHAEL JOSEPH CONNOLLY, Secretary
                      ONE ASHBURTON PLACE, BOSTON, MA 02108

                              ARTICLES OF AMENDMENT

                     General Laws, Chapter 156B, Section 72


         This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.


         We, Salvatore J. Vinciguerra, President, and Paul R. Rugo, Clerk, of
Instron Corporation located at 100 Royall Street, Canton, Massachusetts 02021,
do hereby certify that the following amendment to the articles of organization
of the corporation was duly adopted at a meeting held on May 7, 1986, by vote of
2,201,221 shares of Common Stock out of 3,008,187 shares outstanding, being at
least a majority of each class outstanding and entitled to vote thereon: 1


TO CHANGE the number of shares and the par value, if any, of each class of stock
within the corporation fill in the following:(1)

The total presently authorized is:

<TABLE>
<CAPTION>
                        NO PAR VALUE           WITH PAR VALUE             PAR
KIND OF STOCK         NUMBER OF SHARES        NUMBER OF SHARES           VALUE
-------------         ----------------        ----------------           -----
<S>                         <C>                  <C>                     <C>

Common                      None                 6,000,000               $1.00
Preferred                   None                 1,000,000               $1.00

</TABLE>


--------

     1  For amendments adopted pursuant to Chapter 156B, Section 70.


Note: If the space provided under any Amendment 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 for binding. Additions to
more than one Amendment may be continued on a single sheet so long as each
Amendment requiring each such addition is clearly indicated.





<PAGE>   20
CHANGE the total to:

<TABLE>
<CAPTION>
                        NO PAR VALUE           WITH PAR VALUE             PAR
KIND OF STOCK         NUMBER OF SHARES        NUMBER OF SHARES           VALUE
-------------         ----------------        ----------------           -----
<S>                         <C>                  <C>                     <C>

Common                      None                 10,000,000             $1.00
Preferred                   None                  1,000,000             $1.00

</TABLE>

         The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of The General
Laws 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.

         IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto
signed our names this seventh day of May, in the year 1986.


                                        /s/ Salvatore J. Vinciguerra
                                        --------------------------------------
                                        Salvatore J. Vinciguerra
                                        President


                                        /s/ Paul R. Rugo
                                        --------------------------------------
                                        Paul R. Rugo
                                        Clerk




                                        2


<PAGE>   21
                        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 $2,000.00 having been paid, said articles are deemed to have
been filed with me this 20th day of May, 1986.


                                        /s/ Michael Joseph Connolly
                                        --------------------------------------
                                        Michael Joseph Connolly
                                        Secretary of State



TO BE FILLED IN BY CORPORATION
Photocopy of amendment to be sent to:

         Raymond C. Zemlin, Esq.
         Goodwin, Procter & Hoar LLP
         Exchange Place
         Boston, MA  02109

         Telephone: (617) 570-1512




                                        3


<PAGE>   22

                                                          Federal Identification
                                                                  No. 04-2057203


                        THE COMMONWEALTH OF MASSACHUSETTS

                 OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
                       MICHAEL JOSEPH CONNOLLY, Secretary
                    ONE ASHBURTON PLACE, BOSTON, MASS. 02108

                              ARTICLES OF AMENDMENT

                     General Laws, Chapter 156B, Section 72


         This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.

                               ------------------

         We, Harold Hindman, President, and Paul R. Rugo, Clerk, of Instron
Corporation located at 100 Royall Street, Canton, Massachusetts 02021 do hereby
certify that the following amendment to the articles of organization of the
corporation was duly adopted at a meeting held on May 2, 1984, by vote of
1,432,554 shares of Common Stock out of 1,984,834 shares outstanding, with
respect to the amendment to increase the number of authorized shares of Common
Stock, and 1,337,759 shares of Common Stock out of 1,984,834 shares outstanding
with respect to the amendment to increase the number of authorized shares of
Preferred Stock, being at least a majority of each class outstanding and
entitled to vote thereon:1

         TO CHANGE the number of shares and the par value, if any, of each class
of stock within the corporation fill in the following:

         The total presently authorized is:


<TABLE>
<CAPTION>
                        NO PAR VALUE           WITH PAR VALUE             PAR
KIND OF STOCK         NUMBER OF SHARES        NUMBER OF SHARES           VALUE
-------------         ----------------        ----------------           -----
<S>                         <C>                  <C>                     <C>

Common                      None                 3,000,000              $1.00
Preferred                   None                   300,000              $1.00

</TABLE>



--------

     1 For amendments adopted pursuant to Chapter 156B, Section 70.

Note: If the space provided under any Amendment 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 for binding. Additions to
more than one Amendment may be continued on a single sheet so long as each
Amendment requiring each such addition is clearly indicated.


<PAGE>   23


         CHANGE the total to:


<TABLE>
<CAPTION>
                        NO PAR VALUE           WITH PAR VALUE             PAR
KIND OF STOCK         NUMBER OF SHARES        NUMBER OF SHARES           VALUE
-------------         ----------------        ----------------           -----
<S>                         <C>                  <C>                     <C>

Common                      None                 6,000,000              $1.00
Preferred                   None                 1,000,000              $1.00

</TABLE>



         The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of The General
Laws 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.

         IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto
signed our names this third day of May, in the year 1984.




                                             /s/ Harold Hindman
                                             ---------------------------------
                                             Harold Hindman
                                             President


                                             /s/ Paul R. Rugo
                                             ---------------------------------
                                             Paul R. Rugo
                                             Clerk



                                        2


<PAGE>   24
                        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 $1,850.00 having been paid, said articles are deemed to have
been filed with me this 9th day of May, 1984.


                                             /s/ Michael Joseph Connolly
                                             ---------------------------------
                                             Michael Joseph Connolly
                                             Secretary of State



TO BE FILLED IN BY CORPORATION
Photocopy of amendment to be sent to:

                  Raymond C. Zemlin, Esq.
                  Goodwin, Procter & Hoar LLP
                  28 State Street
                  Boston, MA 02109

                  Telephone: (617) 523-5700




                                        3


<PAGE>   25
                                                          Federal Identification
                                                                  No. 04-2057203


                        THE COMMONWEALTH OF MASSACHUSETTS

                             MICHAEL JOSEPH CONNOLLY
                               Secretary of State
                      ONE ASHBURTON PLACE, BOSTON, MA 02108

                              ARTICLES OF AMENDMENT

                     General Laws, Chapter 156B, Section 72


         This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.

         We, Harold Hindman, President, and Paul R. Rugo, Clerk, of Instron
Corporation located at 100 Royall Street, Canton, Massachusetts, do hereby
certify that the following amendment to the articles of organization of the
corporation was duly adopted at a meeting held on May 6, 1981, by vote of
703,933 shares of Common Stock out of 978,646 shares outstanding, being at least
two-thirds of each class outstanding and entitled to vote thereon and of each
class or series of stock whose rights are adversely affected thereby:1

VOTED:   To amend the Corporation's Restated Articles of Organization by
         inserting therein the following:

         Article 6G. Provisions Relative to Establishment of Classes of
         Directors.


         Commencing with the 1981 Annual Meeting of Stockholders, the Board of
         Directors of the Corporation shall be divided into three classes, each
         class to consist as nearly as possible of one-third of the Directors.
         The terms of office of the Directors elected at the 1981 Annual Meeting
         shall be as follows: the term of the first class shall expire at the
         1982 Annual Meeting of Stockholders; the term of the second class shall
         expire at the 1983 Annual Meeting of Stockholders; and the term of the
         third class shall expire at the 1984 Annual Meeting of Stockholders.
         Commencing with the 1982 Annual Meeting of Stockholders, the Directors
         of only one class will be elected at each Annual


--------
 1 For amendments adopted pursuant to Chapter 156B, Section 71.

Note: If the space provided under any Amendment 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 for binding. Additions to
more than one Amendment may be continued on a single sheet so long as each
Amendment requiring each such addition is clearly indicated.



<PAGE>   26
         Meeting and the Directors of the class so elected will be elected for a
         three-year term. The term of office of one class of Directors shall
         expire each year.

         The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of The General
Laws 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.

         IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto
signed our names this sixth day of May, in the year 1981.





                                             /S/ HAROLD HINDMAN
                                             ---------------------------------
                                             Harold Hindman
                                             President


                                             /s/ Paul R. Rugo
                                             ---------------------------------
                                             Paul R. Rugo
                                             Clerk





                                        2


<PAGE>   27

                        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 $50.00 having been paid, said articles are deemed to have been
filed with me this 6th day of May, 1981.



                                             /s/ Michael Joseph Connolly
                                             ---------------------------------
                                             Michael Joseph Connolly
                                             Secretary of State



TO BE FILLED IN BY CORPORATION
Photocopy of amendment to be sent to:

                  Paul R. Rugo, Esq.
                  Goodwin, Procter & Hoar LLP
                  28 State Street
                  Boston, MA 02109

                  Telephone: (617) 523-5700




                                        3

<PAGE>   28

                                                          Federal Identification
                                                                  No. 04-2057203


                        THE COMMONWEALTH OF MASSACHUSETTS

                             MICHAEL JOSEPH CONNOLLY
                       Secretary of the Commonwealth STATE
                              HOUSE, BOSTON, MASS.
                                      02133

                              ARTICLES OF AMENDMENT

                     GENERAL LAWS, CHAPTER 156B, SECTION 72


         This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.

                                   ----------

         We, Harold Hindman, President, and Paul R. Rugo, Clerk, of Instron
Corporation, located at 100 Royall Street, Canton, Massachusetts do hereby
certify that the following amendment to the articles of organization of the
corporation was duly adopted at a meeting held on May 7, 1980, by vote of
808,596 shares of Common Stock out of 962,228 shares outstanding, being at least
a majority of each class outstanding and entitled to vote thereon1.

         VOTED:   That the Corporation's Articles of Organization, as amended,
                  be further amended to increase the authorized Common Stock of
                  the Corporation from 1,500,000 shares of Common Stock, par
                  value $1 per share, to 3,000,000 shares of Common Stock, par
                  value $1 per share.






--------
     1 For amendments adopted pursuant to Chapter 156B, Section 70.

     Note: Amendment for which the space provided above is not sufficient should
be set out on continuation sheets to be numbered 2A, 2B, etc. Continuation
sheets shall be on 8 1/2" wide x 11" high paper and must have a left hand margin
1 inch wide for binding. Only one side should be used.




<PAGE>   29
FOR INCREASE IN CAPITAL FILL IN THE FOLLOWING:

The total amount of capital stock already authorized is:

                    300,000 shares preferred with par value
                    1,500,000 shares common with par value

The amount of additional capital stock authorized is:

                    1,500,000 shares common with par value


         The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of The General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effect date not more than thirty days after such filing, in
which event the amendment will become effective on such later date.


         IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto
signed our names this seventh day of May, in the year 1980.




                                             /s/ Harold Hindman
                                             ---------------------------------
                                             Harold Hindman
                                             President


                                             /s/  Paul R. Rugo
                                             ---------------------------------
                                             Paul R. Rugo
                                             Clerk




                                        2


<PAGE>   30

                        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 $750.00 having been paid, said articles are deemed to have been
filed with me this 9th day of May, 1980.


                                             /s/ Michael Joseph Connolly
                                             ---------------------------------
                                             Michael Joseph Connolly
                                             Secretary of the Commonwealth
                                             State House, Boston, Mass
 .

TO BE FILLED IN BY THE CORPORATION
Photocopy of amendment to be sent to:

         Paul R. Rugo, Esquire
         Goodwin, Procter & Hoar LLP
         28 State Street
         Boston, MA 02109

         Telephone: (617) 523-5700



                                       3

<PAGE>   31
                                                          Federal Identification
                                                                  No. 04-2057203



                        THE COMMONWEALTH OF MASSACHUSETTS

                                   PAUL GUZZI
                          Secretary of the Commonwealth
                      One Asburton Place, Boston, MA 02108

                              ARTICLES OF AMENDMENT

                     GENERAL LAWS, CHAPTER 156B, SECTION 72


         This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.

                                ----------------


         We, Harold Hindman, President, and Paul R. Rugo, Clerk, of Instron
Corporation located at 2500 Washington Street, Canton, Massachusetts do hereby
certify that the following amendment to the articles of organization of the
corporation was duly adopted at a meeting held on April 25, 1978, by vote of
638,329 shares of Common Stock out of 924,046 shares outstanding, being at least
two-thirds of each class of stock outstanding and entitled to vote and of each
class or series of stock whose rights are adversely effected thereby:1



VOTED:   To amend the Corporation's Restated Articles of Organization by
         inserting therein the following:


         Article 6F.  Voting Requirements for Consolidations and Mergers

         The vote of two-thirds of each class of stock of the Corporation
         outstanding and entitled to vote on any proposed agreement of
         consolidation or merger shall be necessary for the approval of such
         agreement, except for any consolidation or merger for which no
         stockholder vote is required by statute. If such agreement would
         adversely affect the rights of any class of stock of the Corporation,
         the vote of two-thirds of such class, voting separately, shall also be
         necessary for the approval of such agreement.


--------

     1 For amendments adopted pursuant to Chapter 156B, Section 71.

NOTE:    Amendments for which the space provided above is not sufficient should
         be set out on continuation sheets to be numbered 2A, 2B, etc.
         Continuation sheets shall be on 8 1/2" x 11" paper and must have a
         left-hand margin 1 inch wide for binding. Only one side should be used.



<PAGE>   32

         The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of The General
Laws 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.


         IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto
signed our names this twenty-fifth day of April in the year 1978.


                                             /s/ Harold Hindman
                                             ---------------------------------
                                             Harold Hindman
                                             President


                                             /s/ Paul R. Rugo
                                             ---------------------------------
                                             Paul R. Rugo
                                             Clerk




                                        2


<PAGE>   33

                        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 $50.00 having been paid, said articles are deemed to have been
filed with me this 26th day of April, 1978.



                                             /s/ Paul Guzzi
                                             ---------------------------------
                                             Paul Guzzi
                                             Secretary of the Commonwealth
                                             State House, Boston, Massachusetts




TO BE FILLED IN BY CORPORATION
Photocopy of amendment to be sent to:

         Paul W. Sandman, Esq.
         Goodwin, Procter & Hoar LLP
         28 State Street
         Boston, MA 02109

         Telephone: (617) 523-5700




                                        3


<PAGE>   34
                                                          Federal Identification
                                                                  No. 04-2057203


                        THE COMMONWEALTH OF MASSACHUSETTS

                                   PAUL GUZZI
                          Secretary of the Commonwealth
                       STATE HOUSE, BOSTON, MASSACHUSETTS

                        RESTATED ARTICLES OF ORGANIZATION

                     GENERAL LAWS, CHAPTER 156B, SECTION 74


         This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
restated articles of organization. The fee for filing this certificate is
prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the
Commonwealth of Massachusetts.

                                ----------------

         We, Harold Hindman, President, and Paul R. Rugo, Clerk, of Instron
Corporation located at 2500 Washington Street, Canton, Massachusetts do hereby
certify that the following restatement of the articles of organization of the
corporation was duly adopted at a meeting held on April 27, 1976, by vote of
796,831 shares of Common Stock out of 959,082 shares outstanding, being at least
two-thirds of each class of stock outstanding and entitled to vote and of each
class or series of stock adversely effected thereby:

1.       The name by which the corporation shall be known is: Instron
         Corporation

2.       The purposes for which the corporation is formed are as follows:

                  To carry on a manufacturing, contracting, merchandising, and
         research business, and in general, to carry on any business or other
         activity which may be lawfully carried on by a corporation organized
         under Chapter 156B of the Massachusetts General Laws.

3.       The total number of shares and the par value, if any, of each class of
         stock which the corporation is authorized to issue is as follows:

<TABLE>
<CAPTION>
                        NO PAR VALUE           WITH PAR VALUE             PAR
KIND OF STOCK         NUMBER OF SHARES        NUMBER OF SHARES           VALUE
-------------         ----------------        ----------------           -----
<S>                         <C>                  <C>                     <C>

Common                      None                 1,500,000              $1.00
Preferred                   None                   300,000              $1.00

</TABLE>

NOTE:    Provisions for which the space provided under articles 2, 4, 5 and 6 is
         not sufficient should be set out on continuation sheets to be numbered
         2A, 2B, etc. Indicate under each article where the provision is set
         out. Continuation sheets shall be on 8 1/2" wide x 11" high paper and
         must have a left-hand margin 1 inch wide for binding. Only one side
         should be used.




<PAGE>   35
4.       If more than one class is authorized, a description of each of the
         different classes of stock with, if any, the preferences, voting
         powers, qualifications, special or relative rights or privileges as to
         each class thereof and any series now established.

                  The Common Stock and Preferred Stock of the corporation are
         described as follows and have the following preferences, voting powers,
         qualifications, special or relative rights or privileges:

                  (1)      The Preferred Stock may from time to time be divided
         into and issued in one or more series. The different series shall be
         established and designated, and the variations in the relative rights
         and preferences as between the different series shall be fixed and
         determined, by the Board of Directors as provided in Section (2)
         hereof. In all other respects all shares of Preferred Stock shall be
         identical.

                  The Preferred Stock may be issued from time to time by
         authority of the Board of Directors for such consideration as from time
         to time may be fixed by vote of the Board of Directors providing for
         the issue of such stock.

                  (2)      The Board of Directors is hereby expressly
         authorized, subject to the provisions of these Articles, to establish
         one or more series of Preferred Stock and, with respect to each series,
         to fix and determine by vote providing for the issue of such series:

                           (a)      the number of shares to constitute such
         series and the distinctive designation thereof;

                           (b)      the dividend rate on the shares of such
         series and the dividend payment dates;

                           (c)      whether or not the shares of such series
         shall be redeemable, and, if redeemable, the redemption prices which
         the shares of such series shall be entitled to receive and the terms
         and manner of redemption;

                           (d)      the preferences, if any, and the amounts
         which the shares of such series shall be entitled to receive and all
         other special or relative rights of the shares of such series, upon the
         voluntary and involuntary dissolution of, or upon any distribution of
         the assets of, the corporation;

                           (e)      whether or not the shares of such series
         shall be subject to the operation of retirement or sinking funds to be
         applied for redemption of such shares and, if such retirement or
         sinking fund or funds be established, the annual amount thereof and the
         terms and provisions relative to the operation thereof;



                                        2


<PAGE>   36
                           (f)      whether or not the shares of such series
         shall be convertible into, or exchangeable for, shares of any other
         class or classes or of any other series of the same or any other class
         or classes of stock of the corporation and the conversion price or
         prices or ratio or ratios or the rate or rates at which such exchange
         may be made, with such adjustments, if any, as shall be stated in such
         vote;

                           (g)      whether or not the shares of such series
         shall have voting rights, and, if so, the conditions under which the
         shares of such series shall vote as a separate class; and

                           (h)      such other designations, preferences and
         relative, participating, optional or other special rights and
         qualifications, limitations or restrictions of such series to the full
         extent now or hereafter permitted by the laws of the Commonwealth of
         Massachusetts.

                  Notwithstanding the fixing of the number of shares
         constituting a particular series, the Board of Directors may at any
         time thereafter authorize the issuance of additional shares of the same
         series.

                  (3)      Holders of Preferred Stock shall be entitled to
         receive, when and as declared by the Board of Directors but only out of
         funds legally available for the payment of dividends, cumulative cash
         dividends at the annual rates fixed by the Board of Directors for the
         respective series and no more, payable on such dates in each year as
         the Board of Directors shall fix for the respective series as provided
         in subsection (2)(b) (hereinafter referred to as "dividend dates").
         Until all accrued dividends on all series of Preferred Stock shall have
         been declared and set apart for payment through the last preceding
         dividend date set for all such series, no cash payment or distribution
         shall be made to holders of any other class of Stock of the
         corporation. Dividends on shares of Preferred Stock of any series shall
         accumulate from and after the day on which such shares are issued, but
         arrearages in the payment thereof shall net bear interest. No dividend
         shall be declared and set apart for payment on any series of Preferred
         Stock in respect of any dividend period unless there shall likewise be
         declared and set apart for payment on all shares of Preferred Stock of
         each series at the time outstanding such dividends as would be payable
         on the said shares through the last preceding dividend date if all
         dividends were declared and paid in full. Nothing herein contained
         shall be deemed to limit the right of the corporation to purchase or
         otherwise acquire at any time any shares of its capital stock; provided
         that no shares of capital stock shall be repurchased at any time when
         accrued dividends on any series of Preferred Stock remain unpaid for
         any period to and including the last preceding dividend date.

                  For purposes of these Articles, and of any vote fixing the
         terms of any series of Preferred Stock, the amount of dividends
         "accrued" on any share of Preferred Stock of any series as at any
         dividend date shall be deemed to be the amount of any unpaid dividends
         accumulated thereon to and including such dividend date, whether or not


                                        3


<PAGE>   37
         earned or declared, and the amount of dividends "accrued" on any share
         of Preference Stock of any series as at any date other than a dividend
         date shall be calculated as the amount of any unpaid dividends
         accumulated thereon to and including the last preceding dividend date,
         whether or not earned or declared, plus an amount computed, on the
         basis of 360 days per annum, for the period after such last preceding
         dividend date to and including the date as of which the calculation is
         made at the annual dividend rate fixed for the share of such series.


                  (4)      Upon the dissolution of, or upon any distribution of
         the assets of the corporation before any payment or distribution of the
         assets of the corporation (whether capital or surplus) shall be made to
         or set apart for any other class of stock, the holders of Preferred
         Stock shall be entitled to payment of the amount of the preference
         payable upon such dissolution of, or distribution of the assets of, the
         corporation fixed by the Board of Directors for the respective series
         as provided in subsection (2)(d), and shall be entitled to no further
         payment. If upon any such dissolution or distribution the assets of the
         corporation shall be insufficient to pay in full to the holders of the
         Preferred Stock the preferential amount aforesaid, then such assets, or
         the proceeds thereof, shall be distributed among the holders of each
         series of Preferred Stock ratably in accordance with the sums which
         would be payable on such distribution if all sums payable were
         discharged in full. The voluntary sale, conveyance, exchange or
         transfer (for cash, shares of stock, securities or other consideration)
         of all or substantially all of the property and assets of the
         corporation, the merger or consolidation of the corporation into or
         with any other corporation, or the merger of any other corporation into
         it, shall not be deemed to be a dissolution of, or a distribution of
         the assets of, the corporation, for the purpose of this Section (4).



                  (5)      In the event that and during the period in which, the
         Preferred Stock of any series shall be redeemable, then, at the option
         of the Board of Directors, the corporation from time to time may redeem
         all or any part of the outstanding shares of such series at the
         redemption price and upon the terms and conditions fixed by the Board
         of Directors as provided in subsection (2)(c) (the sum so payable upon
         any redemption of Preferred Stock being herein referred to as the
         "redemption price"); provided, that not less than 30 days previous to
         the date fixed for redemption notice of the time and place thereof
         shall be mailed to each holder of record of the shares so to be
         redeemed at his address as shown by the records of the corporation; and
         provided further, that in case of redemption of less, then all of the
         outstanding shares of any series of Preferred Stock the shares to be
         redeemed shall be chosen by lot or in such equitable manner as may be
         prescribed by the Board of Directors. At any time after notice of
         redemption shall have been mailed as above provided but before the
         redemption date, the corporation may deposit the aggregate redemption
         price in trust with a bank or trust company in New York, New York,
         Boston, Massachusetts, or any other city in which the corporation shall
         at that time maintain a transfer agency with respect to any class of
         its stock, having capital surplus and undivided profits of at least
         $5,000,000, and named in such notice. Upon the making of such deposit,
         or if no such




                                        4


<PAGE>   38
         deposit is made then upon such redemption date (unless the corporation
         shall default in making payment of the redemption price), holders of
         the shares of Preferred Stock called for redemption shall cease to be
         stockholders with respect to such shares notwithstanding that any
         certificate for such shares shall not have been surrendered; and
         thereafter such shares shall no longer be transferable on the books of
         the corporation and such holders shall have no interest in or claim
         against the corporation with respect to said shares, except the right
         (a) to receive payment of the redemption price upon surrender of their
         certificates, or (b) to exercise on or before the date fixed for
         redemption the rights, if any, not theretofore expiring, to convert the
         shares so called for redemption into, or to exchange such shares for
         shares of stock of any other class or classes or of any other series of
         the same class or any other class or classes of stock of the
         corporation. Any funds deposited in trust as aforesaid which shall be
         required for such redemption, because of the exercise of any right of
         conversion subsequent to the date of such deposit or otherwise shall be
         returned to the corporation forthwith. The corporation shall be
         entitled to receive from any such bank or trust company the interest,
         if any, allowed on any monies deposited pursuant to this Section, and
         the holders of any shares so redeemed shall have no claim to any such
         interest. Any funds so deposited by the corporation and unclaimed at
         the end of five years from the date fixed for such redemption shall be
         repaid to the corporation upon its request, after which repayment the
         holders of such shares who shall not have made claim against such
         monies prior to such repayment shall be deemed to be unsecured
         creditors of the corporation, but only for a period of two years from
         the date of such repayment (after which all rights of the holders of
         such shares as unsecured creditors or otherwise shall cease), for an
         amount equivalent to the amount deposited as above stated for the
         redemption of such shares and so repaid to the corporation, but shall
         in no event be entitled to any interest.

                  In order to facilitate the redemption of any shares of
         Preferred Stock, the Board of Directors is authorized to cause the
         transfer books of the corporation to be closed as to the shares to be
         redeemed.

                  (6)      Any shares of Preferred Stock which shall at any time
         have been redeemed, or which shall at any time have been surrendered
         for conversion or exchange or for cancellation pursuant to any
         retirement or sinking fund provisions with respect to any series of
         Preferred Stock, shall be retired and shall thereafter have the status
         of authorized and unissued shares of Preferred Stock undesignated as to
         series.


                  (7)      The Common Stock shall have exclusive voting power
         except as required by law and except to the extent the Board of
         Directors shall, at the time any series of Preferred Stock is
         established, determine that the shares of such series shall vote (i)
         together as a single class with shares of Common Stock and/or with
         shares of Preferred Stock (or one or more other series thereof) on all
         or certain matters presented to the stockholders and/or upon the
         occurrence of any specified event or condition, and/or (ii) exclusively
         on certain matters, or, upon the occurrence of any specified event or





                                        5


<PAGE>   39
         condition, on all or certain matters. The Board of Directors, in
         establishing a series of Preferred Stock and fixing the voting rights
         thereof, may determine that the voting power of each share of such
         series may be greater or less than the voting power of each share of
         the Common Stock or of other series of Preferred Stock notwithstanding
         that the shares of such series of Preferred Stock may vote as a single
         class with the shares of other series of Preferred Stock and/or with
         the shares of Common Stock.

5.       The restrictions, if any, imposed by the articles of organization upon
         the transfer of shares of stock of any class are as follows:

                  None

6.       Other lawful provision, 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:


                  None


6A.      Indemnification

                  (1)      Except as limited by law or as provided in Sections
         (2) and (3), each Officer of this corporation (and his heirs and
         personal representatives) shall be indemnified by this corporation
         against all expenses incurred by him in connection with any Proceeding
         in which he is involved as a result of his serving or having served as
         an Officer of this corporation or, at the request of this corporation,
         as a director, officer, employee or other agent of any other
         organization.

                  (2)      No indemnification shall be provided to an Officer
         with respect to a matter as to which it shall have been adjudicated in
         any Proceeding that he did not act in good faith in the reasonable
         belief that his action was in the best interests of this corporation.

                  (3)      In the event that a Proceeding is compromised or
         settled so as to impose any liability or obligation upon an Officer or
         upon this corporation, no indemnification shall be provided to said
         Officer with respect to a matter if this corporation has obtained an
         opinion of counsel that with respect to said matter said Officer did
         not act in good faith in the reasonable belief that his action was in
         the best interests of this corporation.

                  (4)      To the extent authorized by the Board of Directors or
         the stockholders, this corporation may pay indemnification in advance
         of final disposition of a Proceeding, upon receipt of an undertaking by
         the person indemnified to repay such indemnification if it shall be
         established that he is not entitled to indemnification by an
         adjudication under Section (2) or by an opinion of counsel under
         Section (3) hereof.




                                        6


<PAGE>   40
                  (5)      For the purposes of this Article:

                           (a)      "Officer" means any person who serves or has
                  served as a director or in any other office filled by election
                  or appointment by the stockholders or the Board of Directors;

                           (b)      "Proceeding" means any action, suit or
                  proceeding, civil or criminal, brought or threatened in or
                  before any court, tribunal, administrative or legislative body
                  or agency; and

                           (c)      "Expense" means any liability fixed by a
                  judgment, order, decree, or award in a Proceeding, any amount
                  reasonably paid in settlement of a Proceeding and any
                  professional fees and other disbursements reasonably incurred
                  in a Proceeding.

                  (6)      Nothing in this Article shall limit any lawful rights
         to indemnification existing independently of this Article.

6B.      Transactions with Interested Persons

                  (1)      Unless entered into in bad faith, no contract or
         transaction by this corporation shall be void, voidable or in any way
         affected by reason of the fact that it is with an Interested Person.

                  (2)      For the purposes of this Article, "Interested Person"
         means any person or organization in any way interested in this
         corporation whether as an officer, director, stockholder, employee or
         otherwise, and any other entity in which any such person or
         organization or this corporation is in any way interested.

                  (3)      Unless such contract or transaction was entered into
         bad faith, no Interested Person, because of such interest, shall be
         liable to this corporation or to any person or organization for any
         loss or expense incurred by reason of such contract or transaction or
         shall be accountable for any gain or profit realized from such contract
         or transaction.

                  (4)      The provisions of this Article shall be operative
         notwithstanding the fact that the presence of an Interested Person was
         necessary to constitute a quorum at a meeting of directors or
         stockholders of this corporation at which such contract or transaction
         was authorized or that the vote of an Interested Person was necessary
         for the authorization of such contract or transaction.




                                        7


<PAGE>   41

6C.      Stockholders' Meetings

         Meetings of stockholders of this corporation may be held anywhere in
the United States.

6D.      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.

6E.      Acting as a Partner

         This corporation may be a partner in any business enterprise which it
would have the power to conduct by itself.

         We further certify that the foregoing restated articles of organization
effect no amendments to the articles of organization of the corporation as
heretofore amended, except amendments to the following articles 2, 6A, 6B, 6C,
and 6E. (*If there are not such amendments, state "None".)

                  2-Change of Purpose

                  6-Other Lawful Provisions Added

         IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto
signed our names this 3rd day of May in the year 1976.




                                             /s/  Harold Hindman
                                             ---------------------------------
                                             Harold Hindman
                                             President



                                             /s/ Paul R. Rugo
                                             ---------------------------------
                                             Paul R. Rugo
                                             Clerk




                                        8


<PAGE>   42
                        THE COMMONWEALTH OF MASSACHUSETTS

                        RESTATED ARTICLES OF ORGANIZATION
                    (General Laws, Chapter 156B, Section 74)


         I hereby approve the within restated articles of organization and, the
filing fee in the amount of $225 having been paid, said articles are deemed to
have been filed with me this 5th day of May, 1976.




                                             /s/ Paul Guzzi
                                             ---------------------------------
                                             Paul Guzzi
                                             Secretary of the Commonwealth
                                             State House, Boston, Massachusetts

TO BE FILED IN BY CORPORATION
Photocopy of articles to be sent to:

         R.P. Boulanger, Esq.
         Goodwin, Procter & Hoar LLP
         28 State Street
         Boston, MA 02109

         Telephone: (617) 523-5700




                                        9