**Exhibit3.1**

 

**RestatedArticles of Organization**

**(GeneralLaws Chapter 156D, Section 10.07; 950 CMR 113.35)**

 

Keane, Inc. (the “Corporation”),having a registered office at 100 City Square, Boston, MA 02129, certifies asfollows:

 

FIRST, the RestatedArticles were duly adopted and approved on February 10, 2005 by the board ofdirectors without shareholder approval in the manner required by General Laws,Chapter 156D and the Articles of Organization of the Corporation, as amended todate, and shareholder approval was not required.

 

SECOND, the following isall the information required to be in the original Articles of Organization,except that the supplemental information provided for in Article VIII of theArticles of Organization is not included:

 

ARTICLE I.  The exact name of the corporation is Keane,Inc.

 

ARTICLE II. The purposesfor which the corporation is formed are as follows:

 

To engage in the businessof providing consulting and advisory services relating to the use of dataprocessing and data communication equipment and equipment associated therewith;and to engage in the business of providing systems design and computerprogramming services.

 

ARTICLE III.  The total number of shares of each class ofstock that the corporation is authorized to issue is as follows:

 

| **TYPE**       | ** ** | **NUMBER OF SHARES  AUTHORIZED** | ** ** | **PAR VALUE** | ** ** |
|----------------|------------|----------------------------------|------------|---------------|------------|
| Common         |       | 200,000,000                      |       | $             | .10        |   |
| Class B Common |       | 503,797                          |       | $             | .10        |   |
| Preferred      |       | 2,000,000                        |       | $             | .01        |   |

 

ARTICLE IV.  Ifmore than one class or series of shares is authorized, the preferences,limitations and relative rights of each class or series are as follows:

 

PART I.                                                     COMMONSTOCK. 

 

A.                                               Dividends,Combinations and Subdivisions.

 

1.                                       Holdersof Common Stock and Class B Common Stock shall be entitled to receive suchdividends, payable in cash or other as may be declared thereon by the Board ofDirectors from time to time out of the assets or funds of the corporationlegally available 

 

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therefor, providedthat no regular cash quarterly dividend may be declared and paid to holders ofClass B Common Stock unless at the same time the Board of Directors shall alsodeclare and pay to the holders of Common Stock a per share dividend which is$.05 per share greater than the per share dividend declared and paid to holdersof Class B Common Stock.  Otherwise, nodividends may be declared or paid to holders of Class B Common Stock unlessequal dividend is declared and paid to holders of Common Stock.  In addition, the Board of Directors maydeclare and pay dividends to the holders of Common Stock without declaring andpaying dividends to the holders of Class B Common Stock.

 

2.                                       Ifthe outstanding shares of either the Common Stock or the Class B Common Stockare changed into, exchanged for or reclassified into a different number, classor kind of shares of the Corporation or any other corporation or entity whichdoes not result in the receipt by the Corporation of any new consideration(other than a transfer of surplus of the Corporation) without such action beingtaken on a proportionate basis with respect to the other class of common stock,whether such change, exchange or reclassification occurs through areorganization, recapitalization, stock split or otherwise, then therequirement that a greater per share dividend be declared and paid with respectto the Common Stock shall be appropriately and equitably adjusted to reflectsuch action.

 

3.                                       Therequirement that a greater per share dividend be declared and paid with respectto the Common Stock shall not apply (a) to a dividend paid in partial orcomplete liquidation of the Corporation, (b) to a special dividend payable incash or capital stock or (c) in the event of a dividend payable in any sharesof an existing, or a newly created, class of the Corporation’s capitalstock.  If a dividend payable in anyclass of the capital stock of the Corporation is declared on the Common Stock,the Board of Directors shall also declare a dividend on the Class B CommonStock payable in shares of the same capital stock of the Corporation equal, ona per share basis, to the number of shares of capital stock of the Corporationwhich are paid to holders of Common Stock. If a dividend payable in any class of the capital stock of theCorporation is declared on the Class B Common Stock, the board shall alsodeclare a dividend on the Common Stock payable in shares of the same capitalstock of the Corporation, equal, on a per share basis, to the number of sharesof capital stock of the Corporation which are paid to holders of Class B CommonStock.

 

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B.                                                 Voting.

 

1.                                       Exceptas expressly provided herein, at every meeting of stockholders of theCorporation, every holder of Common Stock shall be entitled to one vote inperson or by proxy for each share of Common Stock standing in his name on thetransfer books of the Corporation and every holder of Class B Common Stockshall be entitled to ten votes in person or by proxy for each share of Class BCommon Stock standing in his name on the transfer books of the Corporation.

 

2.                                       Exceptas may otherwise be required by law or by this Article 4, the holders of CommonStock and Class B Common Stock shall vote together as a single class.

 

C.                                                 Conversion.

 

1.                                       Eachshare of Class B Common Stock may at any time be converted into one fully paidand nonassessable share of Common Stock. Such right of conversion shall be exercised by the surrender of thecertificate representing such share of Class B Common Stock to be converted tothe Corporation at any time during normal business hours at the principalexecutive offices of the Corporation, or if an agent for the registration oftransfer of shares of Class B Common Stock is then duly appointed and acting(said agent being hereinafter called the “Transfer Agent”) then at the officeof the Transfer Agent, accompanied by a written notice of the election by theholder thereof to convert and (if so required by the Corporation or theTransfer Agent) by instruments of transfer, in form satisfactory to theCorporation and to the Transfer Agent, duly executed by such holder or his dulyauthorized attorney, and transfer tax stamps or funds therefor, if requiredpursuant to subparagraph (5) below.

 

2.                                       Aspromptly as practicable after the surrender for conversion of a certificaterepresenting shares of Class B Common Stock in the manner provided insubparagraph (1) above and the payment in cash of any amount required by theprovisions of subparagraphs (1) and (5), the Corporation will deliver or causeto be delivered at the office of the Transfer Agent to, or upon the writtenorder of, the holder of such certificate a certificate or certificatesrepresenting the number of full shares of Common Stock issuable upon suchconversion, issued in such name or names as such holder may direct.  Such conversion shall be deemed to have beenmade immediately prior to the close of business on the date of the 

 

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surrender of thecertificate representing shares of Class B Common Stock, and all rights of theholder of such shares as such holder shall cease at such time and the person orpersons in whose name or names the certificate or certificates representing theshares of Common Stock are to be issued shall be treated for all purposes ashaving become the record holder or holders of such shares of Common Stock atsuch time; provided, however, that any such surrender and payment on any datewhen the stock transfer books of the Corporation shall be closed shallconstitute the person or persons in whose name or names the certificate orcertificates representing shares of Common Stock are to be issued as the recordholder or holders thereof for all purposes immediately prior to the close ofbusiness on the next succeeding day on which such stock transfer books areopen.

 

3.                                       Noadjustments in respect of dividends shall be made upon the conversion of anyshare of Class B Common Stock, provided, however, that if a share shall beconverted after the record date for the payment of a dividend or otherdistribution on shares of Class B Common Stock but before such payment, theregistered holder of such share at the close of business on such record dateshall be entitled to receive the dividend or other distribution payable on suchshare on the date set for payment of such dividend or other distribution notwithstandingthe conversion of such share or the Corporation’s default in payment of thedividend due on such date.

 

4.                                       TheCorporation covenants that it will at all times reserve and keep available,solely for the purpose of issuance upon conversion of the outstanding shares ofClass B Common Stock, such number or shares of Common Stock as shall beissuable upon the conversion of all such outstanding shares, provided thatnothing contained in these Articles shall be construed to preclude theCorporation from satisfying its obligations in respect of the conversion of theoutstanding shares of Class B Common Stock by delivery of purchased shares ofCommon Stock which are held in the treasury of the Corporation.  The Corporation covenants that if any sharesof Common Stock required to be reserved for purposes of conversion hereunderrequire registration with or approval of any government authority under anyfederal or state law before such shares of Common Stock may be issued uponconversion, the Corporation will cause such shares to be duly registered orapproved, as the case may be.  TheCorporation covenants that all shares of Common Stock which shall be issuedupon conversion of the shares of Class B Common Stock will, upon issue, befully paid and nonassessable and not subject to any preemptive rights.

 

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5.                                       Theissuance of certificates for shares of Common Stock upon conversion of sharesof Class B Common Stock shall be made without charge for any stamp or othersimilar tax in respect of such issuance. However, if any such certificate is to be issued in a name other thanthat of the holder of the share or shares of Class B Common Stock converted,the person or persons requesting the issuance thereof shall pay to theCorporation the amount of any tax which may be payable in respect of anytransfer involved in such issuance or shall establish to the satisfaction ofthe Corporation that such tax has been paid.

 

6.                                       Atany time while there are shares of Class B Common Stock issued and outstanding,the Board of Directors of the Corporation may, in its sole discretion, by amajority vote of the Directors then in office convert all outstanding shares ofClass B Common Stock into Common Stock on a share for share basis.  Notice of automatic conversion of Class BCommon Stock specifying the date fixed for said conversion shall be mailed,postage prepaid, at least 20 days but not more than 30 days prior to saidconversion date to the holders of record of the Class B Common Stock at theirrespective addresses as the same shall appear on the books of theCorporation.  Following the expiration ofsuch notice period, each outstanding share of Class B Common Stock shall bedeemed to be a share of Common Stock for all purposes.

 

D.                                                Distributionof Assets.

 

1.                                       Ifthe Corporation shall be liquidated, dissolved or wound up, whether voluntarilyor involuntarily, the holders of the Class B Common Stock shall be entitled toshare ratably with the holders of the Common Stock of the Corporation as asingle class in the net assets of the Corporation; that is, an equal amount ofnet assets for each share of Common Stock and Class B Common Stock.  A merger or consolidation of the Corporationwith or into any other corporation or sale or conveyance of all or any part ofthe assets of the Corporation (which shall not in fact result in theliquidation of the Corporation and the distribution of assets to stockholders)shall not be deemed to be a voluntary or involuntary liquidation or dissolutionor winding up of the Corporation within the meaning of this subparagraph (D).

 

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E.                                                  AuthorizedShares; Fractional Shares.

 

1.                                       Thenumber of authorized shares of Class B Common Stock may not be increased unlessapproved by the holders of a majority of the then outstanding shares of CommonStock.

 

2.                                       Nofractional shares of Common Stock shall be issued upon conversion of shares ofClass B Common Stock.  In lieu offractional shares, the Transfer Agent shall pay an amount in cash equal to theclosing market price of the shares of Common Stock on the conversion datemultiplied by the fraction of a share of Common Stock that would otherwise beissuable.

 

PART II.                                                 PREFERREDSTOCK. 

 

Preferred Stockmay be issued from time to time in one or more series, each of such series tohave such terms as stated or expressed herein and in the resolution orresolutions providing for the issue of such series adopted by the Board ofDirectors of the Corporation as hereinafter provided.  Any shares of any series of Preferred Stockwhich may be redeemed, purchased or acquired by the Corporation may be reissuedas shares of the same series or as shares of one or more other series ofPreferred Stock except as otherwise provided by law.  Different series of Preferred Stock shall notbe construed to constitute different classes of shares for the purposes ofvoting by classes unless expressly provided.

 

Authority ishereby expressly granted to the Board of Directors from time to time to issuethe Preferred Stock in one or more series, and in connection with the creationof any such series, by resolution or resolutions providing for the issue of theshares thereof, to determine and fix such voting powers, full or limited, or novoting powers, and such designations, preferences and relative participating,optional or other special rights, and qualifications, limitations orrestrictions thereof, including without limitation dividend rights, conversionrights, redemption privileges and liquidation preferences, as shall be statedand expressed in such resolutions, all to the full extent now or hereafterpermitted by the Massachusetts Business Corporation Law.  Without limiting the generality of theforegoing, the resolutions providing for issuance of any series of PreferredStock may provide that such series shall be superior or rank equally or bejunior to the Preferred Stock of any other series to the extent permitted bylaw.

 

*ARTICLE V.  The restrictions imposed by the Articles ofOrganization upon the transfer of shares of any class or series of stock are asfollows:*

* *

A.                                   Noperson holding shares of Class B Common Stock (a “Class B Holder”)may transfer, except by gift, devise or bequest, a transfer to the estate of astockholder upon the death of such stockholder or a transfer of shares held ina trust to the grantor of such trust or to any person to whom or for whosebenefit the principal of such trust may be distributed, and the Corporation andthe Transfer Agent shall not register the transfer of such shares ofClass B Common Stock, whether by sale, assignment, appointment orotherwise.  Any purported transfer ofshares of

 

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Class BCommon Stock, other than a transfer of the type described above, shall be nulland void and of no effect and the purported transfer by a Class B Holderwill result in the immediate and automatic conversion of the shares ofClass B Common Stock held by such Class B Holder into shares ofCommon Stock.  The purported transfereeshall have no rights as a stockholder of the Corporation and no other rightsagainst, or with respect to, the Corporation except the right to receive sharesof Common Stock upon the immediate and automatic conversion of his shares ofClass B Common Stock into shares of Common Stock.  The estate of any deceased stockholder, atransferee upon the distribution of the assets of such an estate, anytransferee of the Class B Common Stock by gift, devise or bequest or atransferee from a trust of which such transferee was the grantor or a principalbeneficiary shall hold the transferred shares of Class B Common Stocksubject to the same restrictions on transferability as apply to allClass B Holders under this Article V.

 

B.                                     Sharesof Class B Common Stock shall be registered in the name(s) of thebeneficial owner(s) thereof (as hereafter defined) and not in “street” or “nominee”names; provided, however, certificates representing shares of Class BCommon Stock issued as a stock dividend on the Corporation’s then outstandingCommon Stock may be registered in the same name and manner as the certificatesrepresenting the shares of Common Stock with respect to which the shares ofClass B Common Stock are issued. For the purposes of this paragraph (B) the term “beneficialowner(s)” of any shares of Class B Common Stock shall mean the person orpersons who possess the power to dispose, or to direct the deposition, of suchshares.  Any shares of Class BCommon Stock registered in “street” or “nominee” name may be transferred to thebeneficial owner of such shares on the record date for such stock dividend,upon proof satisfactory to the Corporation and the Transfer Agent that suchperson was in fact the beneficial owner of such shares on the record date forsuch stock dividend.

 

C.                                     Notwithstandinganything to the contrary in this Article V, any Class B Holder maypledge such holder’s shares of Class B Common Stock to a pledgee pursuantto a bona fide pledge of such shares as collateral security for indebtednessdue to the pledge, provided that such shares shall not be transferred to, orregistered in the name of, the pledgee and shall remain subject to theprovisions of this subparagraph (C) of Article V.  In the event of foreclosure or other similaraction by the pledgee, such pledged shares of Class B Common Stock may notbe transferred to the pledgee and may only be converted into shares of CommonStock.

 

D.                                    TheCorporation shall note on the certificates representing the shares ofClass B Common Stock the restrictions on transfer and registration oftransfer imposed by this Article V.

 

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E.                                      Forpurposes of this Article V:

 

(i)                                     Eachjoint owner of shares of Class B Common Stock shall be considered aClass B Holder of such shares.

 

(ii)                                  Aminor for whom shares of Class B Common Stock are held pursuant to aUniform Gifts to Minors Act or similar law shall be considered a Class B Holderof such shares.

 

(iii)                               Unlessotherwise specified, the term “person” includes a natural person, corporation,partnership, unincorporated association, firm, joint venture, trust or otherentity.

 

(iv)                              Personsparticipating in a Thrift or Employee Stock Ownership Plan of the Corporation(or any similar or successor plans) shall be deemed to be the Class BHolders of the shares of Class B Common Stock allocated to their accountspursuant to such plans.

 

ARTICLE VI. Other lawful provisions:

 

A.                                   Limitationof Liability of Directors for Monetary Damages. To the fullest extentpermitted by Chapter 156D of the General Laws of Massachusetts (“Chapter 156D”),as it exists or may be amended, a director of this Corporation shall not bepersonally liable to the Corporation or its stockholders for monetary damagesfor breach of fiduciary duty as a director, notwithstanding any provision oflaw imposing such liability. No amendment to, or repeal of, this provisionshall apply to or have any effect on the liability or alleged liability of anydirector of the Corporation for or with respect to any acts or omissions ofsuch director occurring prior to such amendment or repeal.

 

B.                                     Indemnification.

 

1.                                       Actions,Suits and Proceedings.  TheCorporation shall indemnify each person who was or is a party or is threatenedto be made a party to any threatened, pending or completed action, suit orproceeding, whether civil, criminal, administrative or investigative, by reasonof the fact that he is or was, or has agreed to become, a director or officerof the Corporation, or is or was serving, or has agreed to serve, at the requestof the Corporation, as a director or officer of, or in a similar capacity with,another organization or in any capacity with respect to any employee benefitplan of the Corporation (all such persons being referred to hereafter as an “Indemnitee”),or by reason of any action alleged to have been taken or omitted in suchcapacity, against all expenses (including attorneys’ fees), judgments and finesincurred by him or on his behalf in connection with such action, suit orproceeding and any appeal therefrom, unless the Indemnitee shall be finallyadjudicated in such action, suit or proceeding not to have acted in good faithin the reasonable belief that his action was in the best interests of theCorporation or, to the extent such matter relates to service with respect to anemployee benefit plan, in the best interests of 

 

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the participantsor beneficiaries of such employee benefit plan. Notwithstanding anything to the contrary in this Article, except as setforth in Section 5 below, the Corporation shall not indemnify an Indemniteeseeking indemnification in connection with a proceeding (or part thereof)initiated by the Indemnitee unless the initiation thereof was approved by theBoard of Directors of the Corporation.

 

2.                                       Settlements.  The right to indemnification conferred inthis Article shall include the right to be paid by the Corporation for amountspaid in settlement of any such action, suit or proceeding and any appealtherefrom, and all expenses (including attorneys’ fees) incurred in connectionwith such settlement, pursuant to a consent decree or otherwise, unless and tothe extent it is determined pursuant to Section 5 below that the Indemnitee didnot act in good faith in the reasonable belief that his action was in the bestinterests of the Corporation or, to the extent such matter relates to servicewith respect to an employee benefit plan, in the best interests of theparticipants or beneficiaries of such employee benefit plan.

 

3.                                       Notificationand Defense of Claim.  As a conditionprecedent to his right to be indemnified, the Indemnitee must notify theCorporation in writing as soon as practicable of any action, suit, proceedingor investigation involving him for which indemnity will or could besought.  With respect to any action,suit, proceeding or investigation of which the Corporation is so notified, theCorporation will be entitled to participate therein at its own expense and/orto assume the defense thereof at its own expense, with legal counsel reasonablyacceptable to the Indemnitee.  Afternotice from the Corporation to the Indemnitee of its election so to assume suchdefense, the Corporation shall not be liable to the Indemnitee for any legal orother expenses subsequently incurred by the Indemnitee in connection with suchclaim, other than as provided below in this Section 3.  The Indemnitee shall have the right to employhis own counsel in connection with such claim, but the fees and expenses ofsuch counsel incurred after notice from the Corporation of its assumption ofthe defense thereof shall be at the expense of the Indemnitee unless (i) theemployment of counsel by the Indemnitee has been authorized by the Corporation,(ii) counsel to the Indemnitee shall have reasonably concluded that there maybe a conflict of interest or position on any significant issue between theCorporation and the Indemnitee in the conduct of the defense of such action or(iii) the Corporation shall not in fact have employed counsel to assume the defenseof such action, in each of which cases the fees and expenses of counsel for theIndemnitee shall be at the expense of the Corporation, except as otherwiseexpressly provided by this Article.  TheCorporation shall not be entitled to assume the defense of any claim brought byor in the right of the Corporation, or as to which counsel for the Indemniteeshall have reasonably made the conclusion provided for in clause (ii) above.

 

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4.                                       Advanceof Expenses.  Subject to theprovisions of Section 5 below, in the event that the Corporation does notassume the defense pursuant to Section 3 of this Article of any action, suit,proceeding or investigation of which the Corporation receives notice under thisArticle, any expenses (including attorneys’ fees) incurred by an Indemnitee indefending a civil or criminal action, suit, proceeding or investigation or anyappeal therefrom shall be paid by the Corporation in advance of the finaldisposition of such matter, provided, however, that the paymentof such expenses incurred by an Indemnitee in advance of the final dispositionof such matter shall be made only upon receipt of an undertaking by or onbehalf of the Indemnitee to repay all amounts so advanced in the event that itshall ultimately be determined that the Indemnitee is not entitled to beindemnified by the Corporation as authorized in this Article.  Such undertaking may be accepted withoutreference to the financial ability of the Indemnitee to make such repayment.

 

5.                                       Procedurefor Indemnification.  In order toobtain indemnification or advancement of expenses pursuant to Section 1, 2 or 4of this Article, the Indemnitee shall submit to the Corporation a writtenrequest, including in such request such documentation and information as isreasonably available to the Indemnitee and is reasonably necessary to determinewhether and to what extent the Indemnitee is entitled to indemnification oradvancement of expenses.  Any suchindemnification or advancement of expenses shall be made promptly, and in anyevent within 60 days after receipt by the Corporation of the written request ofthe Indemnitee, unless the Corporation determines, by clear and convincingevidence, within such 60-day period that the Indemnitee did not meet theapplicable standard of conduct set forth in Section 1 or 2, as the case maybe.  Such determination shall be made ineach instance by (a) a majority vote of a quorum of the directors of theCorporation, (b) a majority vote of a quorum of the outstanding shares of stockof all classes entitled to vote for directors, voting as a single class, whichquorum shall consist of stockholders who are not at that time parties to theaction, suit or proceeding in question, (c) independent legal counsel (who maybe regular legal counsel to the Corporation), or (d) a court of competentjurisdiction.

 

6.                                       Remedies.  The right to indemnification or advances asgranted by this Article shall be enforceable by the Indemnitee in any court ofcompetent jurisdiction if the Corporation denies such request, in whole or inpart, or if no disposition thereof is made within the 60-day period referred toabove in Section 5.  Unlessotherwise provided by law, the burden of proving that the Indemnitee is notentitled to indemnification or advancement of expenses under this Article shallbe on the Corporation.  Neither thefailure of the Corporation to have made a determination prior to thecommencement of such action that indemnification is proper in the circumstancesbecause the Indemnitee has met the applicable standard of conduct, nor anactual determination by the Corporation pursuant to

 

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Section 5 that theIndemnitee has not met such applicable standard of conduct, shall be a defenseto the action or create a presumption that the Indemnitee has not met theapplicable standard of conduct.  TheIndemnitee’s expenses (including attorneys’ fees) incurred in connection withsuccessfully establishing his right to indemnification, in whole or in part, inany such proceeding shall also be indemnified by the Corporation.

 

7.                                       SubsequentAmendment.  No amendment, terminationor repeal of this Article or of the relevant provisions of Chapter 156D or anyother applicable laws shall affect or diminish in any way the rights of anyIndemnitee to indemnification under the provisions hereof with respect toaction, suit, proceeding or investigation arising out of or relating to anyactions, transactions or facts occurring prior to the final adoption of suchamendment, termination or repeal.

 

8.                                       OtherRights.  The indemnification andadvancement of expenses provided by this Article shall not be deemed exclusiveof any other rights to which an Indemnitee seeking indemnification oradvancement of expenses may be entitled under any law (common or statutory),agreement or vote of stockholders or directors or otherwise, both as to actionin his official capacity and as to action in any other capacity while holdingoffice for the Corporation, and shall continue as to an Indemnitee who hasceased to be a Director or officer, and shall inure to the benefit of theestate, heirs, executors and administrators of the Indemnitee.  Nothing contained in this Article shall be deemedto prohibit, and the Corporation is specifically authorized to enter into,agreements with officers and directors providing indemnification rights andprocedures different from those set forth in this Article.  In addition, the Corporation may, to theextent authorized from time to time by its Board of Directors, grantindemnification rights to other employees or agents of the Corporation or otherpersons serving the Corporation and such rights may be equivalent to, orgreater or less than, those set forth in this Article.

 

9.                                       PartialIndemnification.  If an Indemnitee isentitled under any provision of this Article to indemnification by theCorporation for some or a portion of the expenses (including attorneys’ fees),judgments, fines or amounts paid in settlement actually and reasonably incurredby him or on his behalf in connection with any action, suit, proceeding orinvestigation and any appeal therefrom but not, however, for the total amountthereof, the Corporation shall nevertheless indemnify the Indemnitee for theportion of such expenses (including attorneys’ fees), judgments, fines oramounts paid in settlement to which the Indemnitee is entitled.

 

10.                                 Insurance.  The Corporation may purchase and maintaininsurance, at its expense, to protect itself and any director, officer, employeeor agent of the Corporation or another organization or employee benefit planagainst any expense, liability or loss incurred by him in any such capacity, or

 

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arising out of hisstatus as such, whether or not the Corporation would have the power toindemnify such person against such expense, liability or loss under Chapter156D.

 

11.                                 Mergeror Consolidation.  If the Corporationis merged into or consolidated with another corporation and the Corporation isnot the surviving corporation, the surviving corporation shall assume theobligations of the Corporation under this Article with respect to any action,suit, proceeding or investigation arising out of or relating to any actions,transactions or facts occurring prior to the date of such merger orconsolidation.

 

12.                                 SavingsClause.  If this Article or anyportion hereof shall be invalidated on any ground by any court of competentjurisdiction, then the Corporation shall nevertheless indemnify each Indemniteeas to any expenses (including attorneys’ fees), judgments, fines and amountspaid in settlement in connection with any action, suit, proceeding orinvestigation, whether civil, criminal or administrative, including an actionby or in the right of the Corporation, to the fullest extent permitted by anyapplicable portion of this Article that shall not have been invalidated and tothe fullest extent permitted by applicable law.

 

13.                                 SubsequentLegislation.  If the MassachusettsGeneral Laws are amended after adoption of this Article to expand further theindemnification permitted to Indemnitees, then the Corporation shall indemnifysuch persons to the fullest extent permitted by the Massachusetts General Laws,as so amended.

 

14.                                 Amendmentsto Articles.  Notwithstanding anyother provisions of law, these Articles of Organization or the By-Laws of theCorporation, and notwithstanding the fact that a lesser percentage may bespecified by law, the affirmative vote of at least sixty-six and two-thirdspercent (66 2/3%) of the votes which all the stockholders would beentitled to cast at any annual election of directors or class or directorsshall be required to amend or repeal, or to adopt any provision inconsistentwith, this Article 6B.

 

C.                                     Authorizationof Directors to Make, Amend or Repeal Bylaws. The directors may make, amendor repeal the bylaws in whole or in part, except with respect to any provisionthereof which by law or the bylaws of the corporation requires action by thestockholders.

 

ARTICLE VII.  Theeffective date of this restatement of the Articles of Organization is the dateand time these Restated Articles were received for filing.

 

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THIRD, No Articles of the Articles of Organization ofthe corporation are being amended by these Restated Articles.

 

 
| Signed by                              | /s/ C.  Whitney Pedersen |     |     |   |   |
|----------------------------------------|--------------------------|----------|----------|--------|--------|
| *(signature of authorized individual)* | * *                 | * * | * * |   |

 

 
| *(Please check appropriate box)* |
|----------------------------------|
|                             |   |   |
| o                                |   | Chairman of  the Board of Directors |
|                             |   |   |
| o                                |   | President |
|                             |   |   |
| ý                           |   | Other  Officer |
|                             |   |   |
| o                                |   | Court-appointed  fiduciary, |

 

Signed on this 10thday of May 2005.

 

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**COMMONWEALTHOF MASSACHUSETTS**

 

**WilliamFrancis Galvin**

Secretary of theCommonwealth

One AshburtonPlace, Boston, Massachusetts 02108-1512

 

**RestatedArticles of Organization**

**(GeneralLaws, Chapter 156D, Section 10.07)**

 

I hereby certify thatupon examination of these Restated Articles of Organization, duly submitted tome, it appears that the provisions of the General Laws relative to theorganization of corporations have been complied with, and I hereby approve saidarticles; and the filing fee in the amount of $ 200 having been paid, saidarticles are deemed to have been filed with me this 16th  day of May, 2005 at 3:44 p.m.                   *time*

 
| Effective date: |                                          |
|-----------------|-----------------------------------------------|
|            | *(must  be within 90 days of date submitted)* |

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

 

Contact information to be filled in by corporation:

 

C.Whitney Pedersen

100City Square, Boston, MA 02129

Telephone: (617) 241-9200

Email:  charles_w_pedersen@keane.com

 

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