EX-3.1 2 d157113dex31.htm EX-3.1 EX-3.1

Exhibit 3.1


D    The Commonwealth of Massachusetts
PC    William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512


FORM MUST BE TYPED    Restated Articles of Organization    FORM MUST BE TYPED
(General Laws Chapter 156D, Section 10.07; 950 CMR 113.35)

(1)    Exact name of corporation:


LoJack Corporation

(2)    Registered office address:


84 State Street, Suite 700, Boston, MA 02109

   (number, street, city or town, state, zip code)

(3)    Date adopted:


March 18, 2016

   (month, day, year)

(4)    Approved by:


(check appropriate box)



  ¨ the directors without shareholder approval and shareholder approval was not required;




  x the board of directors and the shareholders in the manner required by G.L. Chapter 156D and the corporation’s articles of organization.


(5)    The following information is required to be included in the articles of organization pursuant to G.L. Chapter 156D, Section 2.02 except that the supplemental information provided for in Article VIII is not required:*


The exact name of the corporation is:

LoJack Corporation


Unless the articles of organization otherwise provide, all corporations formed pursuant to G.L. Chapter 156D have the purpose of engaging in any lawful business. Please specify if you want a more limited purpose:**


* Changes to Article VIII must be made by filing a statement of change of supplemental information form.
** Professional corporations governed by G.L. Chapter 156A and must specify the professional activities of the corporation.


P.C.    c156ds1007950c11335 01/13/05


State the total number of shares and par value, * if any, of each class of stock that the corporation is authorized to issue. All corporations must authorize stock. If only one class or series is authorized, it is not necessary to specify any particular designation.







      Common      100       $ 0.01   


Prior to the issuance of shares of any class or series, the articles of organization must set forth the preferences, limitations and relative rights of that class or series. The articles may also limit the type or specify the minimum amount of consideration for which shares of any class or series may be issued. Please set forth the preferences, limitations and relative rights of each class or series and, if desired, the required type and minimum amount of consideration to be received.

Intentionally omitted.


The restrictions, if any, imposed by the articles or organization upon the transfer of shares of any class or series of stock are:



Other lawful provisions, and if there are no such provisions, this article may be left blank.

See Article VI attached hereto and made a part hereof.

Note: The preceding six (6) articles are considered to be permanent and may be changed only by filing appropriate articles of amendment.


* G.L. Chapter 156D eliminates the concept of par value, however a corporation may specify par value in Article III. See G.L. Chapter 156D, Section 6.21, and the comments relative thereto.


6.1 The board of directors may make, amend, or repeal the by-laws in whole or in part, except with respect to any provision thereof which by virtue of an express provision in Chapter 156D of the Massachusetts General Laws, the articles of organization or the by-laws requires action by the shareholders.

6.2 Action required or permitted by Chapter 156D of the Massachusetts General Laws to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by shareholders having not fewer than the minimum number of votes necessary to take the action at a meeting at which all shareholders entitled to vote on the action are present and voting.

6.3 To the maximum extent permitted by Chapter 156D of the Massachusetts General Laws, as the same exists or may hereafter be amended, no director of the corporation shall be personally liable to the corporation for monetary damages for breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability. No amendment to or repeal of the provisions of this paragraph shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any act or failure to act of such director occurring prior to such amendment or repeal.


The effective date of organization of the corporation is the date and time the articles were received for filing if the articles are not rejected within the time prescribed by law. If a later effective date is desired, specify such date, which may not be later than the 90th day after the articles are received for filing:

It is hereby certified that these restated articles of organization consolidate all amendments into a single document. If a new amendment authorizes an exchange, or effects a reclassification or cancellation, of issued shares, provisions for implementing that action are set forth in these restated articles unless contained in the text of the amendment.

Specify the number(s) of the article(s) being amended: II, III, IV, VI


Signed by:  

/s/ Michael Burdiek

  (signature of authorized individual)  


  ¨ Chairman of the board of directors,


  x President,


  ¨ Other officer,


  ¨ Court-appointed fiduciary,

on this 18th day of March, 2016.




William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512


Restated Articles of Organization

(General Laws Chapter 156D, Section 10.07; 950 CMR 113.35)


  I hereby certify that upon examination of these restated articles of organization, duly submitted to me, it appears that the provisions of the General Laws relative to the organization of corporations have been complied with, and I hereby approve said articles; and the filing fee in the amount of $         having been paid, said articles are deemed to have been filed with me this      day of             , 20    , at          a.m./p.m.


  Effective date:  


    (must be within 90 days of date submitted)  


  Secretary of the Commonwealth   





Name approval

  Filing fee: Minimum filing fee $200, plus $100 per article amended, stock increases $100 per 100,000 shares, plus $100 for each additional 100,000 shares or any fraction thereof.   










Contact Information:















  Upon filing, a copy of this filing will be available at www.sec.state.ma.us/cor. If the document is rejected, a copy of the rejection sheet and rejected document will be available in the rejected queue.