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EXHIBIT 3A
 The Commonwealth of Massachusetts
 FEDERAL IDENTIFICATION
Examiner MICHAEL JOSEPH CONNOLLY
 Secretary of State
ONE ASHBURTON PLACE, BOSTON, MASS: 02108 No. 04-2713778
 RESTATED ARTICLES OF ORGANIZATION
GENERAL LAWS, CHAPTER 156B, SECTION 74
  
  COGNEX CORPORATION
 
  located at 15 Crawford Street, Needham, Massachusetts 02194
  3,699,107
    
    
    shares of
    
    Class A Common
    
    out of
    
    
    4,785,114
    
    
    shares outstanding,(Class of Stock)21,802
    
    
    shares of
    
    Series A Preferred
    
    out of
    
    
    21,802
    
    
    shares outstanding, and(Class of Stock)10,000
    
    
    shares of
    
    Series B Preferred
    
    out of
    
    
    10,000
    
    
    shares outstanding,*(Class of Stock)
  1.
    
    The name by which the corporation shall be known is:
 COGNEX CORPORATION
 2.
    
    The purposes for which the corporation is formed are as follows:
 C
    
    o
    
    See Page A-1 attached hereto.P
    
    oM
    
    o




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RA o *and 78,504 shares of Series C Preferred out of 78,504 shares
outstanding, and 466,668 shares of Series D Preferred outof
500,002 shares outstanding,P.C.
 Note:
    
    If the space provided under any article or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11
sheets of paper leaving a left hand margin of at least 1 inch for
binding. Additions to more than one article may be continued on a
single sheet so long as each article requiring each such addition is
clearly indicated.
 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:
 WITHOUT PAR VALUE
    
    WITH PAR VALUECLASS OF STOCK
    
    NUMBER OF SHARES
    
    NUMBER OF SHARES
    
    PAR VALUEPreferred
    
    
    
    
    
    
    400,000
    
    
    $
    .01Common
    
    
    
    
    
    
    10,000,000
    
    
    $
    .002
 *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:
 See Pages B-1 thru B-5 attached hereto.
 *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 provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary
dissolution, or for limiting, defining, or regulating the powers of
the corporation, or of its directors or stockholders, or of any class
of stockholders:
 See Pages C-1 thru C-12 attached hereto.
 *If there are no such provisions, state None.
 2.
    
    The purpose for which the corporation is formed is as follows: To manufacture, invent,
design, develop and to engage in research and consulting work in connection with the
production of products for data processors for offices and other markets; to invent, design,
discover, or acquire formulae, processes, improvements, inventions, designs, patents,
licenses, copyrights, trademarks, trade names and trade secrets applicable to the foregoing
and to hold, use, sell, license and otherwise deal in or dispose of the same; to acquire by
purchase, deed, mortgage, lease or by any other method and to hold, maintain, operate,
improve, develop, sell, exchange, lease, mortgage, pledge, hypothecate, loan money upon and
otherwise deal in real and personal property of every kind, character and description and
wheresoever situated, including without limitation the stock and securities of the corporation
or of any other corporation; to lend money upon, credit or security to, to guarantee or assume
obligations of, and to aid in any other manner other concerns wherever and however organized,
any obligations of which or any interest in which shall be held by the corporation or in the
affairs or prosperity of which the corporation has a lawful interest and to do all acts and
things designed to protect, improve and enhance the value of such obligations and interests;
and to carry on any business permitted and enjoy all rights and powers granted by the
Commonwealth of Massachusetts to a corporation organized under Chapter 156B of the General
Laws, as amended.
 A-2




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4.
    
    DESCRIPTION OF CAPITAL STOCKA.
    
    AUTHORIZED SHARES. The aggregate number of shares which this Corporation shall have
authority to issue is: 10,000,000 shares of common stock having a par value of $.002 per
share (the Common Stock) and 400,000 shares of preferred stock having a par value of $.01
per share (the Series Preferred Stock).B.
    
    SERIES PREFERRED STOCK. Shares of Series Preferred Stock may be issued from time to time in
one or more series as may from time to time be determined by the Board of Directors, each of
said series to be distinctly designated. All shares of any one series of the Series Preferred
Stock shall be alike in every particular, except that there may be different dates from which
dividends, if any, thereon shall be cumulative, if made cumulative. The voting powers, if
any, and the designations, preferences and relative, participating, optional or other special
rights or privileges of each such series, and the qualifications, limitations or restrictions
thereof, if any, may differ from those of any and all other series at any time outstanding;
and, subject to the provisions of subparagraph 1 of Paragraph D hereof, there is hereby
expressly vested in the Board of Directors of the Corporation the authority to issue one or
more series of the Series Preferred Stock and to fix in the resolution or resolutions
providing for the issue of such stock adopted by the Board of Directors of the Corporation the
voting powers, if any, and the designations, preferences and relative, participating, optional
or other special rights or privileges, and the qualifications, limitations or restrictions of
such series, including, but without limiting the generality of the foregoing, the following:(1)
    
    The distinctive designation of, and the number of shares of the series Preferred Stock which
shall constitute such series. The designation of a series of preferred stock need not include
the words preferred or preference and may be designated special or other distinctive
term. Unless otherwise provided in the resolution issuing such series, the number of shares
of any series of the Series Preferred Stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the Board of Directors in the manner prescribed
by law;(2)
    
    The rate and times at which, and the terms and, conditions upon which, dividends, if any, on
the Series Preferred Stock of such series shall be paid, the extent of the preference or
relation, if any, of such dividends to the dividends payable on any other class or classes, or
series of the same or other classes of stock and whether such dividends shall be cumulative or
non-cumulative and, if cumulative, the date from which such dividends shall be cumulative;(3)
    
    Whether the series shall be convertible into, or exchangeable for, at the option of the
holders of the Series Preferred Stock of such series or the Corporation or upon the happening
of a specified event, shares of any other class or classes or any other series of the same or
any other class or classes of stock of the Corporation, and the terms and conditions of such
conversion or exchange, including provisions for the adjustment of any such conversion rate in
such events as the Board of Directors shall determine;(4)
    
    Whether or not the Series Preferred Stock of such series shall be subject to redemption at
the option of the Corporation or the holders of such series or upon the happening of a
specified event, and the redemption price or prices and the time or times at which, and the
terms and conditions upon which, the Series Preferred Stock of such series may be redeemed;(5)
    
    The rights, if any, of the holders of the Series Preferred Stock of such series upon the
voluntary or involuntary liquidation, merger, consolidation, distribution or sale of assets,
dissolution or winding-up, of the Corporation;(6)
    
    The terms of the sinking fund or redemption or purchase account, if any, to be provided for
the Series Preferred Stock of such series; and(7)
    
    Subject to subparagraph 5 of Paragraph D hereof, whether such series of the Series Preferred
Stock shall have full, limited or no voting powers including, without limiting the
generality-of the foregoing, whether such series shall have the right, voting as a series by
itself or together with other series of the Series
 B-1




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Preferred Stock or all series of the Series Preferred Stock as a class, to elect one or more
directors of the Corporation if there shall have been a default in the payment of dividends
on any one or more series of the Series Preferred Stock or under such other circumstances
and on such conditions as the Board of Directors may determine.C.
    
    COMMON STOCK.(1)
    
    After the Corporation has complied with the requirements, if any, fixed in accordance with
the provisions of Paragraph B hereof with respect to (a) dividends on series of the Series
Preferred Stock (in accordance with the relative preferences among such series) and (b) the
setting aside of sums as sinking funds or redemption or purchase accounts for series of the
Series Preferred Stock (in accordance with the relative preferences among such series), and
subject further to any other conditions which may be fixed in accordance with the provisions
of Paragraph B hereof, then, and not otherwise, the holders of Common Stock shall be entitled
to receive such dividends (either in cash, stock or otherwise) as may be declared from time to
time by the Board of Directors out of assets of the Corporation legally available therefor and
the holders of the Series Preferred Stock shall not be entitled to participate in any such
dividends.(2)
    
    After distribution in full of the preferential amount, if any, to be distributed to the
holders of series of the Series Preferred Stock (in accordance with the relative preferences
among such series) in the event of voluntary or involuntary liquidation, distribution,
dissolution or winding-up, of the Corporation, the holders of the Common Stock shall be
entitled to receive all of the remaining assets of the Corporation, tangible and intangible,
of whatever kind available for distribution to shareholders, ratably in proportion to the
number of shares of Common Stock held by them respectively.(3)
    
    Except as may otherwise be required by law, each holder of Common Stock shall have one vote
in respect of each share of Common Stock held by him on all matters voted upon by the
shareholders.D.
    
    OTHER PROVISIONS.(1)
    
    No holder of any of the shares of any class or series of stock or of options, warrants or
other rights to purchase shares of any class or series of stock or of other securities of the
Corporation shall have any preemptive right to purchase or subscribe for any unissued stock of
any class or series or any additional shares of any class or series to be issued by reason of
any increase of the authorized capital stock of the Corporation of any class or series, or
bonds, certificates of indebtedness, debentures or other securities convertible into or
exchangeable for stock of the Corporation of any class or series, or carrying any right to
purchase stock of any class or series, but any such unissued stock, additional authorized
issue of shares of any class or series of stock or securities convertible into or exchangeable
for stock, or carrying any right to purchase stock, may be issued and disposed of pursuant to
resolution of the Board of Directors to such persons, firms, corporations or associations
(including such holders or others) and upon such terms as may be deemed advisable by the Board
of Directors in the exercise of its sole discretion.(2)
    
    The relative powers, preferences and rights of each series of the Series Preferred Stock in
relation to the powers, preferences and rights of each other series of the Series Preferred
Stock shall, in each case, be as fixed from time to time by the Board of Directors in the
resolution or resolutions adopted pursuant to authority granted in Paragraph B hereof. The
consent, by class or series vote or otherwise, of the holders of such of the series of the
Series Preferred Stock as are from time to time outstanding shall not be required for the
issuance by the Board of Directors of any other series of the Series Preferred Stock whether
or not the powers, preferences and rights of such other series shall be fixed by the Board of
Directors as senior to, or on a parity with, the powers, preferences and rights of such
outstanding series, or any of them; provided, however, that the Board of Directors may provide
in the resolution or resolutions as to any series of the Series Preferred Stock adopted
pursuant to Paragraph B hereof, the conditions if any, under which the consent of the holders
of a majority (or such greater proportion as shall be fixed therein) of the outstanding shares
of such series shall be required for the issuance of any or all other series of the Series
Preferred Stock.
 B-2




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(3)
    
    Subject to the provisions of subparagraph 2 of this Paragraph D, shares of any series of the
Series Preferred Stock may be issued from time to time as the Board of Directors of the
Corporation shall determine and on such terms and for such consideration as shall be fixed by
the Board of Directors.(4)
    
    Shares of authorized Common Stock may be issued from time to time as the Board of Directors
of the Corporation shall determine and on such terms and for such consideration as shall be
fixed by the Board of Directors.(5)
    
    The number of authorized shares of Common Stock and of the Series Preferred Stock, without a
class or series vote, may be increased or decreased from time to time (but not below the
number of shares thereof then outstanding) by the affirmative vote of the holders of a
majority of the stock of the Corporation entitled to vote thereon.
 B-3




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6.
    
    Other lawful provisions 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:
       Classified Board of Directors
 (1)
    
    The Directors of the corporation shall be divided into three classes: Class I, Class II and
Class III. Each class shall consist, as nearly as may be possible, of one-third of the whole
number of the Board of Directors. If the number of Directors is not evenly divisible by
three, the Board of Directors shall determine the number of Directors to be elected initially
into each class. In the election of Directors at the Special Meeting of Stockholders in Lieu
of the 1989 Annual Meeting, the Class I Directors shall be elected to hold office for a term
to expire at the first annual meeting of the stockholders thereafter; the Class II Directors
shall be elected to hold office for a term to expire at the second annual meeting of the
stockholders thereafter; and the Class III Directors shall be elected to hold office for a
term to expire at the third annual meeting of the stockholders thereafter, and in the case of
each class, until their respective successors are duly elected and qualified. At each annual
election held after the Special Meeting of Stockholders in Lieu of the 1989 Annual Meeting,
the Directors elected to succeed those whose terms expire shall be identified as being of the
same class as the Directors they succeed and shall be elected to hold office for a term to
expire at the third annual meeting of the stockholders after their election, and until their
respective successors are duly elected and qualified: if the number of Directors changes, any
increase or decrease in Directors shall be apportioned among the classes so as to maintain all
classes as equal in
 C-1




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number as possible, and any additional Director elected to any class shall hold office for a
term which shall coincide with the terms of the other Directors in such class and until his
successor is duly elected and qualified.(2)
    
    Notwithstanding any other provisions of these Articles of Organization or the by-laws of the
corporation or the fact that a lesser percentage may be specified by law, these Articles of
Organization or the by-laws of the corporation, the affirmative vote of the holders of at
least eighty (80%) percent of the combined voting power of the outstanding stock of the
corporation entitled to vote generally in the election of directors (Voting Stock), voting
together as a single class, shall be required to amend, alter, adopt any provision
inconsistent with or to repeal this provision; provided however that if any such proposal
receives the affirmative vote of each holder of at least 15% of the outstanding Voting Stock
who also held at least 15% of the outstanding Voting Stock of the corporation on May 15, 1989,
then such proposal shall require only the affirmative vote of the holders of at least a
majority of the outstanding Voting Stock of the corporation.
 Vote Required for Certain Business Combinations
 (A)
    
    In addition to any affirmative vote required by law or these Articles of Organization, and
except as otherwise expressly provided in Paragraph (B) of this Provision:1.
    
    any merger or consolidation of the corporation or any Subsidiary (as hereinafter defined)
with (a) an Interested Stockholder (as hereinafter defined) or (b) any other corporation
(whether or not itself an Interested Stockholder) which is, or after such merger or
consolidation would be, an Affiliate (as such term is hereinafter defined) of an Interested
Stockholder; or2.
    
    any sale, lease, exchange, mortgage, pledge, grant of a security interest, transfer or other
disposition (in one transaction or a series of transactions) to or with (a) an Interested
Stockholder or (b) or any other person (whether or not itself an Interested Stockholder) which
is, or after such sale, lease, exchange, mortgage, pledge, grant of security interest,
transfer or other disposition would be, an Affiliate of an Interested Stockholder, directly or
indirectly, of substantially all of the assets of the corporation (including, without
limitation, any voting securities of a Subsidiary) or any Subsidiary; or3.
    
    the issuance or transfer by the corporation or any Subsidiary (in one transaction or a series
of transactions) of any securities of the corporation or any Subsidiary, or both, to (a) an
Interested Stockholder or (b) any other person (whether or not itself an Interested
Stockholder) which is, or after such issuance or transfer would be, an Affiliate of an
Interested Stockholder in exchange for cash, securities or other property (or a combination
thereof); or4.
    
    the adoption of any plan or proposal for the liquidation or dissolution of the corporation
proposed by or on behalf of an Interested Stockholder or any Affiliate of an Interested
Stockholder; or5.
    
    any reclassification of securities (including any reverse stock split), or recapitalization
of the corporation, or any merger or consolidation of the corporation with any of its
Subsidiaries or any other transaction (whether or not with or into or otherwise involving an
Interested Stockholder) which has the effect, directly or indirectly, of increasing the
proportionate share of the outstanding shares of any class of equity or convertible securities
of the corporation or any Subsidiary directly or indirectly beneficially owned by (a) an
Interested Stockholder or (b) any other person (whether or not itself an Interested
Stockholder) which is, or after such reclassification, recapitalization, merger or
consolidation or other transaction would be, an Affiliate of an Interested Stockholder;
  C-2




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(B)
    
    The provisions of Paragraph (A) of this Provision shall not be applicable to any particular
Business Combination (as hereinafter defined) and such Business Combination shall require only
such affirmative vote as is required by law and any other provision of these Articles of
Organization, if the Business Combination shall have been approved by a majority of the
Continuing Directors (as hereinafter defined) or all of the following conditions shall have
been met.
 1.
    
    The transaction constituting the Business Combination shall provide for a consideration to be
received by all holders of Common Stock in exchange for all their shares of Common Stock, and
the aggregate amount of the cash and the Fair Market Value as of the date of the consummation
of the Business Combination of consideration other than cash to be received per share by
holders of Common Stock in such Business Combination shall be at least equal to the higher of
the following:
 (a)
    
    (if applicable) the highest per-share price (including any brokerage commissions, transfer
taxes and soliciting dealers, fees) paid in order to acquire any shares of Common Stock
Beneficially owned by an Interested Stockholder M within the two-year period immediately prior
to the Announcement Date (as hereinafter defined), (ii) within the two-year period immediately
prior to the Determination Date (as hereinafter defined) or (iii) in the transaction in which
it became an Interested Stockholder, whichever is highest; or
 (b)
    
    the Fair Market Value per share of Common Stock on the Announcement Date or on the
Determination Date, whichever is higher;
 2.
    
    If the transaction constituting the Business Combination shall provide for a consideration to
be received by holders of any class or series of outstanding Voting Stock other than Common
Stock, the aggregate amount of the cash and the Fair Market Value as of the date of the
consummation of the Business Combination of consideration other than cash to be received per
share by holders of shares of such class or series of Voting Stock shall be at least equal to
the highest of the following (it being intended that the requirements of this subparagraph 2
shall be required to be met with respect to every class or series of outstanding Voting Stock,
whether or not an Interested Stockholder has previously acquired any shares of a particular
class of Voting Stock):
 (a)
    
    (if applicable) the highest per share price (including any brokerage commissions, transfer
taxes and soliciting dealers fees) paid in order to acquire any shares of such class or
series of Voting Stock beneficially owned by an Interested Stockholder (i) within the two-year
period immediately prior to the Announcement Date, (ii) within the two-year period immediately
prior to the Determination Date, or (iii) in the transaction in which it became an Interested
Stockholder, whichever is highest; or
 (b)
    
    the Fair Market Value per share of such class or series of Voting Stock on the Announcement
Date or the Determination Date, whichever is higher; or
 (c)
    
    (if applicable) the highest preferential amount per share to which the holders of shares of
such class or series of Voting Stock are entitled in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the corporation;
 3.
    
    The consideration to be received by holders of a particular class or series of outstanding
Voting Stock (including Common Stock) shall be in cash or in the same form as was previously
paid in order to acquire shares of such class or series of Voting Stock which are beneficially
owned by an Interested Stockholder and, if an Interested Stockholder beneficially owns shares
of any class or series of Voting Stock which were acquired with varying forms of
consideration, the form of consideration for such class or series of Voting Stock shall be
either cash or the form used to acquire the largest number of shares of such class or series
of voting Stock beneficially owned by it. The price determination in accordance with
subparagraphs 1 and 2 of this Paragraph (B) shall be subject to appropriate adjustment in the
event of any recapitalization, stock dividend, stock split, combination of shares or similar
event;
 C-3




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4.
    
    After such Interested Stockholder has become an Interested Stockholder and prior to the
consummation of such Business Combination:
 (a)
    
    except as approved by a majority of the Continuing Directors, there shall have been no
failure to declare and pay at the regular date therefor the full amount of any dividends
(whether or not cumulative) payable on any outstanding preferred stock;
 (b)
    
    there shall have been (i) no reduction in the annual rate of dividends paid on the Common
Stock (except as necessary to reflect any subdivision of the Common Stock) other than as
approved by a majority of the Continuing Directors and (ii) an increase in such annual rate of
dividends as necessary to prevent any such reduction in the event of any reclassification
(including any reverse stock split), recapitalization, reorganization or any similar
transaction which has the effect of reducing the number of outstanding shares of the Common
Stock, unless the failure so to increase such annual rate is approved by a majority of the
Continuing Directors;
 (c)
    
    such Interested Stockholder shall not have become the beneficial owner of any additional
shares of Voting Stock at a price lower than that paid in the transaction in which it became
an Interested Stockholder.
 5.
    
    After such Interested Stockholder has become an Interested Stockholder, such Interested
Stockholder shall not have received the benefit, directly or indirectly (except
proportionately as a stockholder), of any loans, advances, guarantees, pledges or other
financial assistance or any tax credits or other tax advantages provided the corporation,
whether in anticipation of or in connection with such Business Combination or otherwise; and
 6.
    
    A proxy or information statement describing the proposed Business Combination and complying
with the requirements of the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder (or any subsequent provisions replacing such act, rules or regulations)
shall be mailed to the stockholders of the corporation, no later than the earlier of (a)
thirty (30) days prior to any vote on the proposed Business Combination or (b) if no vote on
such Business Combination is required, sixty (60) days prior to the consummation of such
Business Combination (whether or not such proxy or information statement is required to be
mailed pursuant to such Act or subsequent provisions). Such proxy statement shall contain at
the front thereof, in a prominent place, any recommendations as to the advisability (or
inadvisability) of the Business Combination which the Continuing Directors, or any of them,
may have furnished in writing and, if deemed advisable by a majority of the Continuing
Directors, an opinion of a reputable investment banking firm as to the fairness (or lack of
fairness) of the terms of such Business Combination, from the point of view of the holder of
Voting Stock other than an Interested Stockholder (such investment banking firm to be selected
by a majority of the Continuing Directors, to be furnished with all information it reasonably
requests and to be paid a reasonable fee for its services upon receipt by the corporation of
such opinion)(C)
    
    For the purposes of this Provision:
 1.
    
    Business Combination shall mean any transaction which is referred to in any one or more of
subparagraphs 1 through 5 of Paragraph (A) of this Provision.
 2.
    
    Voting Stock shall mean stock of all classes and series of the corporation entitled to vote
generally in the election of directors.
  4.
    
    Interested Stockholder shall mean any person (other than the corporation or any Subsidiary
or any person who was a stockholder of the corporation on January 8, 1981) who or which:
 (a)
    
    is the beneficial owner, directly or indirectly, of more than ten (10%) percent of the
combined voting power of the then outstanding Voting Stock; or
 C-4




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(b)
    
    is an Affiliate of the corporation and at any time within the two-year period immediately
prior to the date in question was the beneficial owner, directly or indirectly, of more than
ten (10%) percent of the combined voting power of the then outstanding Voting Stock; or
 (c)
    
    is an assignee of or has otherwise succeeded to the beneficial ownership of any shares of
Voting Stock which were at any time within the two-year period immediately prior to the date
in question beneficially owned by an Interested Stockholder, unless such assignment or
succession shall have occurred pursuant to a Public Transaction (as hereinafter defined) or
any series of transactions involving a Public Transaction.
  5.
    
    Public Transaction shall mean any (a) purchase of shares offered pursuant to an effective
registration statement under the Securities Act of 1933 or (b) open-market purchase of shares
on a national securities exchange if, in either such case, the price and other terms of sale
are not negotiated by the purchaser and the seller of the beneficial interest in the shares.
 6.
    
    A person shall be a beneficial owner of any Voting Stock:(a)
    
    which such person or any of its Affiliates beneficially owns, directly or indirectly; or(b)
    
    which such person or any of its Affiliates has (i) the right to acquire (whether such right
is exercisable immediately or only after the passage of time) pursuant to any agreement,
arrangement or understanding or upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise or (ii) the right to vote or to direct the voting thereof
pursuant to any agreement, arrangement or understanding; or(c)
    
    which is beneficially owned, directly or indirectly, by any other person with which such
person or any of its Affiliates has any agreement, arrangement or understanding for the
purpose of acquiring, holding, voting or disposing of any shares of Voting Stock.7.
    
    Affiliate shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules
and Regulations under the Securities Exchange Act of 1934, as in effect on June 27, 1989.8.
    
    Subsidiary shall mean any corporation of which a majority of any class of equity security
(as defined in Rule3all.1 of the General Rules and Regulations under the Securities Exchange
Act of 1934, as in effect on June 27, 1989) is owned, directly or indirectly, by the
corporation; provided, however, that for the purposes of the definition of Interested
Stockholder set forth in subparagraph 4, the term Subsidiary shall mean only a corporation
of which a majority of each class of equity security is owned, directly or indirectly, by the
corporation.9.
    
    Continuing Director shall mean any member of the Board of Directors of the corporation who
is unaffiliated with, and not a nominee of, an Interested Stockholder and was a member of the
Board prior to the time that such Interested Stockholder became an Interested Stockholder, and
any successor of a Continuing Director who is unaffiliated with, and not a nominee of, an
Interested Stockholder and is recommended to succeed a Continuing Director by a majority of
Continuing Directors then on the Board.10.
    
    Announcement Date shall mean the date of the first public announcement of the proposed
Business Combination.11.
    
    Determination Date shall mean the date on which an Interested Stockholder became an
Interested Stockholder.
 C-5




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12.
    
    Fair Market Value shall mean: (a) in the case of stock, the highest closing sale price
during the thirty (30)-day period immediately preceding the date in question of a share of
such stock on the National Market System of the National Association of Securities Dealers
Automated Quotation System or any system then in use on any national securities exchange or
automated quotation system, or if no such quotations are available, the fair market value on
the date in question of a share of such stock as determined by a majority of the Continuing
Directors in good faith; and (b) in the case of property other than cash or stock, the fair
market value of such property on the date in question as determined by a majority of the
Continuing Directors in good faith.(D)
    
    A majority of the Continuing Directors shall have the power and duty to determine for the
purposes of this Provision, on the basis of information known to them after reasonable
inquiry, all facts necessary to determine compliance with this Provision, including, without
limitation, (1) whether a person is an Interested Stockholder, (2) the number of shares of
Voting Stock beneficially owned by any person, (3) whether a person is an Affiliate of
another, (4) whether the requirements of Paragraph (B) of this Provision have been met and (5)
such other matters with respect to which a determination is required under this Provision.
The good faith determination of a majority of the Continuing Directors on such matters shall
be conclusive and binding for all purposes of this Provision.(E)
    
    Nothing contained in this Provision shall be construed to relieve an Interested Stockholder
of any fiduciary obligation imposed by law.(F)
    
    Notwithstanding any other provisions of these Articles of Organization or the By-laws of the
corporation or the fact that a lesser percentage may be specified by law, these Articles of
Organization or the By-laws of the corporation, the affirmative vote of the holders of at
least eighty (80%) percent of the combined voting power of the then outstanding Voting Stock,
voting together as a single class, shall be required to amend, alter, adopt any provision
inconsistent with or repeal this Provision; provided however that if any such proposal
receives the affirmative vote of each holder of at least 15% of the outstanding Voting Stock
who also held at least 15% of the outstanding Voting Stock of the corporation on May 15, 1989,
then such proposal shall require only the affirmative vote of the holders of at least a
majority of the outstanding Voting Stock of the corporation.
 Redemption of Shares
  Supramajority Vote
  1.
    
    any merger or consolidation of the corporation or any Subsidiary with any other corporation,
person, business or entity (Subsidiary is defined as any corporation of which a majority of
any class of equity security (as defined in Rule3all.1 of the General Rules and Regulations
under the Securities Exchange Act of 1934, as in effect on June 27, 1989) is owned, directly
or indirectly, by the corporation); or
 2.
    
    any sale, lease, exchange, transfer or other disposition (in one transaction or a series of
transactions) of all or substantially all of the assets of the corporation, but specifically
excluding any granting of a security interest associated with a debt transaction approved by
the Board of Directors; or
 3.
    
    the adoption of any plan or proposal for the liquidation or dissolution of the corporation;
or
 C-6




---



##### 



4.
    
    any amendment to or rescission of this subsection of Article 6 entitled Supramajority Vote;
  C-7




---



##### 



Exhibit A
 COGNEX CORPORATION
PLAN OF RECAPITALIZATION
 1.
    
    COMMON STOCK. As of the Effective Date (as defined below), Cognex Corporation (the
Company) will complete a one-for-two reverse stock split pursuant to which (A) each holder
of two (2) shares of the currently issued and outstanding Class A Common Stock, with $.001 par
value per share (Old Class A Stock) of the Company will be entitled to receive, in exchange
therefor, one (1) share of the newly authorized but unissued Class A Common Stock, with $.002
par value per share (New Class A Stock) of the Company and (B) each holder of two (2) shares
of the currently issued and outstanding Class B Common Stock with $.001 par value per share
(Old Class B Stock) will be entitled to receive, in exchange therefor, one (1) share of the
newly authorized but unissued Class B Common Stock of the Company with $.002 par value per
share (New Class B Stock). Fractional shares will not be issued by the Company and, in lieu
thereof, holders will receive cash in an amount equal to the fair value of that fractional
share as of the Effective Date as determined by the Board of Directors of the Company.
Stockholders must return for exchange all certificates representing shares of Old Class A
Stock and Old Class B Stock in order to receive cash or certificates representing New Class A
Stock or New Class B Stock. Accompanying the Notice of the Special Meeting is a Letter of
Transmittal for each holder to complete, date, execute and return to the Company together with
all certificates representing Old Class A Stock and Old Class B Stock. The Transmittal Letter
and the certificates will be held by the Company until the Plan of Recapitalization is
approved. Certificates representing the New Class A Stock and New Class B Stock need not be
issued in the event that the Company completes the total conversion of all of its capital
stock to a single series and class of Common Stock. In such event, certificates representing
such single class of Common Stock will be issued. If the Plan is not approved, the
certificates and the Transmittal Letter will be returned to the holder.
 2.
    
    PREFERRED STOCK. As a result of the reverse stock split approved in paragraph 1 above, the
conversion rates for the Companys currently authorized Preferred Stock shall be adjusted (and
Article 4 of the Articles of Organization of the Company shall be amended) as follows: (A)
the applicable Conversion Rate for the Series A Preferred Stock, Series B Preferred Stock and
Series C Preferred Stock, upon the consummation of the reverse stock split, shall be five (5)
such that each share of Series A, B and C Preferred Stock converts into five (5) shares of New
Class A Stock and (B) the applicable Conversion Rate for the Series D Preferred Stock, upon
the consummation of the reverse stock split, shall be one-half (1/2) such that each share of
Series D Preferred Stock shall convert into one-half (1/2) share of New Class A Stock.
 3.
    
    AMENDMENTS TO ARTICLES OF ORGANIZATION. As a result of the reverse stock split approved in
paragraph 1 above, by adoption of this Plan of Recapitalization, the Articles of Organization
of the Company are amended such that the total number of shares and the par value, if any, of
the Common Stock that the Company is authorized to issue shall be changed from 10,000,000
shares of Class A Common Stock with $.001 par value per share and 2,500,000 shares of Class B
Common Stock with $.001 par value per share to 5,000,000 shares of Class A Common Stock with
$.002 par value per share and 1,250,000 shares of Class B Common Stock with $.002 par value
per share. In addition, by adoption of this Plan of Recapitalization, the Articles of
Organization are hereby further amended to increase the number of shares of Class A Common
Stock that the Corporation is authorized to issue from 5,000,000 shares with $.002 par value
per share to 10,000,000 shares with $.002 par value per share (such new shares to be known as
Common Stock). The Company need not file two separate Articles of Amendment to reflect
these amendments and may make one filing with the Secretary of the Commonwealth of
Massachusetts showing the ultimate effect to the Articles of Organization of this Plan of
Recapitalization.
 4.
    
    EFFECTIVE DATE. As used herein, the term Effective Date shall mean June 28, 1989.




---



##### 



Article 3, Article 4 and Article 6
 
   To Article 3
 1.
    
    Adopted the Cognex Corporation Plan of Recapitalization on June 27, 1989 (see Exhibit A
hereto), following which the only shares of capital stock which the Corporation shall have
authority to issue shall be 10,000,000 shares of a single class of Common Stock having a par
value of $.002 per share and 400,000 shares of Preferred Stock par value $.01 per share, all
the previously issued Class A and Class B Common Stock and the Series A, B, C and D Preferred
Stock having been converted into shares of a single class of Common Stock.
 To Article 4
 1.
    
    Amended description of each of the different classes of stock.
 To Article 6
 1.
    
    Creation of a classified Board of Directors.2.
    
    Adoption of a Fair Price Amendment.3.
    
    Adoption of provision regarding the redemption by the Corporation of shares acquired in a
control share acquisition; and4.
    
    Adoption of provision regarding supramajority voting to approve certain transactions.
  /s/ Robert J. ShillmanPresident/s/ Anthony J. Medaglia, Jr.Clerk




---



##### 



THE COMMONWEALTH OF MASSACHUSETTS
 RESTATED ARTICLES OF ORGANIZATION
  /s/ Michael Joseph ConnollyMICHAEL JOSEPH CONNOLLYSecretary of State TO BE FILLED IN BY CORPORATION
 PHOTO COPY OF RESTATED ARTICLES OF ORGANIZATION TO BE
 SENT TO:
 Anthony J. Medaglia, Jr.
Hutchins & Wheeler
101 Federal Street, Boston, MA 02110
Telephone (617) 951-6600
 Copy Mailed




---



##### 



04-2713778

FEDERAL IDENTIFICATION NO.
 
  COGNEX CORPORATION
 
  located at 15 Crawford Street, Needham, Massachusetts 02194
   
  
 
 2,547,604
    
    
    shares of
    
    Common Stock
    
    out of
    
    
    4,087,176
    
    
    shares outstanding,type, class and series, (if any)-0-
    
    
    shares of
    
    Preferred Stock
    
    out of
    
    
    -0-
    
    
    shares outstanding, andtype, class and series, (if any)shares of
    
    
    
    out of
    
    
    
    
    
    shares outstanding, andtype, class and series, (if any)
 CROSS OUT
INAPPLICABLE CLAUSE
    
    being at least a majority of each type, class or series outstanding and entitled to vote thereon: (1)
 o  o
 M
    
    o
    
    (1) For amendments adopted pursuant to Chapter 156B, Section 70.RA
    
    o
    
    (2) For amendments adopted pursuant to Chapter 156B, Section 71.
 P.C.
 Note:
    
    If the space provided under any article or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11
sheets of paper leaving a left hand margin of at least 1 inch for
binding. Additions to




---



##### 








---



##### 



WITHOUT PAR VALUE STOCKS
    
    WITH PAR VALUE STOCKSNUMBER OF
    
    
    
    
    
    NUMBER OFTYPE
    
    SHARES
    
    TYPE
    
    SHARES
    
    PAR VALUECOMMON:
    
    
    N/A
    
    
    COMMON:
    
    
    10,000,000
    
    
    $
    .002PREFERRED:
    
    
    N/A
    
    
    PREFERRED:
    
    
    400,000
    
    
    $
    0.01
  WITHOUT PAR VALUE STOCKS
    
    
    
    
    
    WITH PAR VALUE STOCKSNUMBER OF
    
    
    
    
    
    NUMBER OFTYPE
    
    SHARES
    
    TYPE
    
    SHARES
    
    PAR VALUECOMMON:
    
    
    N/A
    
    
    COMMON:
    
    
    15,000,000
    
    
    $
    .002PREFERRED:
    
    
    N/A
    
    
    PREFERRED:
    
    
    400,000
    
    
    $
    0.01
  EFFECTIVE DATE: Date of Filing
  /s/ Robert J. ShillmanPresident/s/ Anthony J. Medaglia, Jr.Clerk




---



##### 



THE COMMONWEALTH OF MASSACHUSETTS
 ARTICLES OF AMENDMENT
 GENERAL LAWS, CHAPTER 156B, SECTION 72
 
 th
 /s/ Michael J. ConnollyMICHAEL JOSEPH CONNOLLYSecretary of State TO BE FILLED IN BY CORPORATION
 PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT TO:
 ANTHONY J. MEDAGLIA, JR.
HUTCHINS & WHEELER
101 FEDERAL STREET, BOSTON, MA 02110  TELEPHONE: (617) 951-6600




---



##### 



04-2713778FEDERAL IDENTIFICATION NO.
 
  COGNEX CORPORATION
 
  located at 15 Crawford Street, Needham, Massachusetts 02194
   
  
 
 5,387,004
    
    
    shares of
    
    Common Stock
    
    out of
    
    
    8,450,806
    
    
    shares outstanding,type, class and series, (if any)-0-
    
    
    shares of
    
    Preferred Stock
    
    out of
    
    
    -0-
    
    
    shares outstanding, andtype, class and series, (if any)shares of
    
    
    
    out of
    
    
    
    
    
    shares outstanding, andtype, class and series, (if any)
 CROSS OUT
INAPPLICABLE CLAUSE
    
    being at least a majority of each type, class or series outstanding and entitled to
vote thereon: (1)
 o  o
 M
    
    o
    
    (1) For amendments adopted pursuant to Chapter 156B, Section 70.RA
    
    o
    
    (2) For amendments adopted pursuant to Chapter 156B, Section 71.
 P.C.
 Note:
    
    If the space provided under any article or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11
sheets of paper leaving a left hand margin of at least 1 inch for
binding. Additions to




---



##### 








---



##### 



WITHOUT PAR VALUE STOCKS
    
    WITH PAR VALUE STOCKSNUMBER OF
    
    
    
    
    
    NUMBER OFTYPE
    
    SHARES
    
    TYPE
    
    SHARES
    
    PAR VALUECOMMON:
    
    
    N/A
    
    
    COMMON:
    
    
    15,000,000
    
    
    $
    .002PREFERRED:
    
    
    N/A
    
    
    PREFERRED:
    
    
    400,000
    
    
    $
    0.01
  WITHOUT PAR VALUE STOCKS
    
    WITH PAR VALUE STOCKSNUMBER OF
    
    
    
    
    
    NUMBER OFTYPE
    
    SHARES
    
    TYPE
    
    SHARES
    
    PAR VALUECOMMON:
    
    
    N/A
    
    
    COMMON:
    
    
    25,000,000
    
    
    $
    .002PREFERRED:
    
    
    N/A
    
    
    PREFERRED:
    
    
    400,000
    
    
    $
    0.01
  EFFECTIVE DATE: Date of Filing
 st
 /s/ Robert J. ShillmanPresident/s/ Anthony J. Medaglia, Jr.Clerk




---



##### 



THE COMMONWEALTH OF MASSACHUSETTS
 ARTICLES OF AMENDMENT
 GENERAL LAWS, CHAPTER 156B, SECTION 72
 
 rd
 /s/ Michael J. ConnollyMICHAEL J. CONNOLLYSecretary of State TO BE FILLED IN BY CORPORATION
 PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT TO:
 ANTHONY J. MEDAGLIA, JR.
HUTCHINS & WHEELER
101 FEDERAL STREET, BOSTON, MA 02110  TELEPHONE: (617) 951-6600




---



##### 



04-2713778FEDERAL IDENTIFICATION NO.
 
  COGNEX CORPORATION
 
  located at 15 Crawford Street, Needham, Massachusetts 02194
   
   
 13,514,984
    
    
    shares of
    
    Common Stock
    
    out of
    
    
    18,840,535
    
    
    shares outstanding,type, class and series, (if any)shares of
    
    
    
    out of
    
    
    
    
    
    shares outstanding, andtype, class and series, (if any)shares of
    
    
    
    out of
    
    
    
    
    
    shares outstanding, andtype, class and series, (if any)
 CROSS OUT
INAPPLICABLE CLAUSE
    
    being at least a majority of each type, class or series outstanding and entitled to
vote thereon: (1)
 o  o
 M
    
    o
    
    (1) For amendments adopted pursuant to Chapter 156B, Section 70.RA
    
    o
    
    (2) For amendments adopted pursuant to Chapter 156B, Section 71.
 P.C.
 Note:
    
    If the space provided under any article or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11
sheets of paper leaving a left hand margin of at least 1 inch for
binding. Additions to more than one article may be continued on a
single sheet so long as each article requiring each such addition is
clearly indicated.




---



##### 



WITHOUT PAR VALUE STOCKS
    
    WITH PAR VALUE STOCKSNUMBER OF
    
    
    
    
    
    NUMBER OFTYPE
    
    SHARES
    
    TYPE
    
    SHARES
    
    PAR VALUECOMMON:
    
    
    N/A
    
    
    COMMON:
    
    
    25,000,000
    
    
    $
    .002PREFERRED:
    
    
    N/A
    
    
    PREFERRED:
    
    
    400,000
    
    
    $
    0.01
  WITHOUT PAR VALUE STOCKS
    
    WITH PAR VALUE STOCKSNUMBER OF
    
    
    
    
    
    NUMBER OFTYPE
    
    SHARES
    
    TYPE
    
    SHARES
    
    PAR VALUECOMMON:
    
    
    N/A
    
    
    COMMON:
    
    
    60,000,000
    
    
    $
    .002PREFERRED:
    
    
    N/A
    
    
    PREFERRED:
    
    
    400,000
    
    
    $
    0.01
  EFFECTIVE DATE: Date of Filing
 th
 /s/ Robert J. ShillmanPresident/s/ Anthony J. Medaglia, Jr.Clerk




---



##### 



THE COMMONWEALTH OF MASSACHUSETTS
 ARTICLES OF AMENDMENT
 GENERAL LAWS, CHAPTER 156B, SECTION 72
 
 th
 /s/ William Francis GalvinWILLIAM FRANCIS GALVINSecretary of the Commonwealth TO BE FILLED IN BY CORPORATION
 PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT TO:
 SHANNON D. WHISENART
HUTCHINS & WHEELER & DITTMAR
101 FEDERAL STREET, BOSTON, MA 02110  TELEPHONE: (617) 951-6600




---



##### 



FEDERAL IDENTIFICATION  NO. 04-2713778
 Examiner
    
    The Commonwealth of Massachusetts
William Francis GalvinSecretary of the CommonwealthOne Ashburton Place, Boston, Massachusetts 02108-1512Name Approved
    
    ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
 We,
    
    Robert Shillman,
    
    *President/and
    
    Anthony J. Medaglia, Jr.
    
    *Clerk/of
    
    COGNEX CORPORATION
 located at One Vision Drive, Natick, MA 01760
   
   31,729,416
    
    
    shares of
    
    Common Stock
    
    out of
    
    
    39,116,359
    
    
    shares outstanding,(type, class and series, if any)shares of
    
    
    
    out of
    
    
    
    
    
    shares outstanding, and(type, class and series, if any)shares of
    
    
    
    out of
    
    
    
    
    
    shares outstanding, and(type, class and series, if any)
 o  o
 M
    
    o
    
    (1)**being at least a majority of each type, class or series
outstanding and entitled to vote thereon:/or (2)**being at leastR.A.
    
    o
    
    two-thirds of each type, class or series outstanding and entitled
to vote thereon and of each type, class or series outstanding and
entitled to vote thereon and of each type, class or series of
stock
  
   P.C.




---



##### 



WITHOUT PAR VALUE STOCKS
    
    WITH PAR VALUE STOCKSNUMBER OF
    
    
    
    
    
    NUMBER OFTYPE
    
    SHARES
    
    TYPE
    
    SHARES
    
    PAR VALUECOMMON:
    
    
    
    
    
    COMMON:
    
    
    60,000,000
    
    
    $
    .002PREFERRED:
    
    
    
    
    
    PREFERRED:
    
    
    400,000
    
    
    $
    0.01
  WITHOUT PAR VALUE STOCKS
    
    WITH PAR VALUE STOCKSNUMBER OF
    
    
    
    
    
    NUMBER OFTYPE
    
    SHARES
    
    TYPE
    
    SHARES
    
    PAR VALUECOMMON:
    
    
    
    
    
    COMMON:
    
    
    12,000,000
    
    
    $
    .002PREFERRED:
    
    
    
    
    
    PREFERRED:
    
    
    400,000
    
    
    $
    0.01
  Later Effective date:
 SIGNED UNDER THE PENALTIES OF PERJURY, this 23 rd day of April, in the year 1996.
 /s/ Robert J. ShillmanRobert J. ShillmanPresident/s/ Anthony J. Medaglia, Jr.Anthony J. Medaglia, Jr.Clerk




---



##### 



THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
GENERAL LAWS, CHAPTER 156B, SECTION 72
 
 th
  /s/ William Francis GalvinWILLIAM FRANCIS GALVINSecretary of the Commonwealth TO BE FILLED IN BY CORPORATION
 PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT TO:
 PATRICIA ROBICHAUD
HUTCHINS & WHEELER & DITTMAR
101 FEDERAL STREET
BOSTON, MA 02110  TELEPHONE: (617) 951-6600




---



##### 



FEDERAL IDENTIFICATION
 THE COMMONWEALTH OF MASSACHUSETTS
 Examiner
    
    WILLIAM FRANCIS GALVINSecretary of the CommonwealthOne Ashburton Place, Boston Massachusetts 02108-1512
 
 
 We,
    
    Robert Shillman,
    
    *President / XXXXXXXX,and
    
    Anthony J. Medaglia, Jr.,
    
    *Clerk / XXXXXXXXXof
    
    Cognex Corporation(Exact name of corporation)
     
   May 8, 2000, by vote of: 35,885,629 shares of Common Stock of(type, class & series, if any)
 42,774,560
 
  
 o
 o o o
 
    P.C.




---



##### 



NOTE:
    
    IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS INSUFFICIENT, ADDITIONS
SHALL BE SET FORTH ON ONE SIDE ONLY OF SEPARATE 8 1/2 X 11 SHEETS OF PAPER WITH A LEFT MARGIN
OF AT LEAST 1 INCH. ADDITIONS TO MORE THAN ONE ARTICLE MAY BE MADE ON A SINGLE SHEET SO LONG
AS EACH ARTICLE REQUIRING EACH ADDITION IS CLEARLY INDICATED.
   WITHOUT PAR VALUE STOCKS
    
    WITH PAR VALUE STOCKSNUMBER OF
    
    
    
    
    
    NUMBER OFTYPE
    
    SHARES
    
    TYPE
    
    SHARES
    
    PAR VALUECommon:
    
    
    
    
    
    Common:
    
    
    120,000,000
    
    
    $
    .002Preferred:
    
    
    
    
    
    Preferred:
    
    
    400,000
    
    
    $
    0.01
  WITHOUT PAR VALUE STOCKS
    
    WITH PAR VALUE STOCKSNUMBER OF
    
    
    
    
    
    NUMBER OFTYPE
    
    SHARES
    
    TYPE
    
    SHARES
    
    PAR VALUECommon:
    
    
    
    
    
    Common:
    
    
    140,000,000
    
    
    $
    .002Preferred:
    
    
    
    
    
    Preferred:
    
    
    400,000
    
    
    $
    0.01
  
 th
 /s/ Robert Shillman,
    
    *President / XXXXXXXXRobert Shillman/s/ Anthony J. Medaglia, Jr.,
    
    *Clerk / XXXXXXXXAnthony J. Medaglia, Jr.




---



##### 



THE COMMONWEALTH OF MASSACHUSETTS
 ARTICLES OF AMENDMENT
    WILLIAM FRANCIS GALVIN
 Secretary of the Commonwealth
 TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF DOCUMENT TO BE SENT TO: