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EX-99.1 - EX-99.1 - PAREXEL INTERNATIONAL CORPd465063dex991.htm
EX-3.2 - EX-3.2 - PAREXEL INTERNATIONAL CORPd465063dex32.htm
8-K - FORM 8-K - PAREXEL INTERNATIONAL CORPd465063d8k.htm

Exhibit 3.1

D

PC

The Commonwealth of Massachusetts

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:

  

PAREXEL International Corporation

(2)    Registered office address:

  

195 West Street, Waltham, MA 02451

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

(3)    Date adopted:

  

September 29, 2017

   (month, day, year)

(4)    Approved by:

  

(check appropriate box)

 

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

OR

 

  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:*

ARTICLE I

The exact name of the corporation is:

PAREXEL INTERNATIONAL CORPORATION

ARTICLE II

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.


ARTICLE III

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.

 

WITHOUT PAR VALUE

   WITH PAR VALUE  

TYPE

  

NUMBER OF SHARES

   TYPE      NUMBER OF SHARES      PAR VALUE  
        Common        100      $ 0.01  

ARTICLE IV

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.

None.

ARTICLE V

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

series of stock are:

None.

ARTICLE VI

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

See attached Continuation Page VI.

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.


ARTICLE VII

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:   

Article II, Article IV, Article V, and Article VI

 

Signed by:  

 

  ,        
  (signature of authorized individual) JUR  

 

  Chairman of the board of directors,

 

  President,

 

  Other officer,

 

  Court-appointed fiduciary,

 

on this   

 

   day of   

 

  ,   

 

  ,        


ARTICLES OF ORGANIZATION OF

PAREXEL INTERNATIONAL CORPORATION CONTINUATION PAGE

Article VI

VI A. The Board of Directors shall consist of one or more individuals, with the number fixed by the shareholders at the annual meeting or by the Board of Directors.

VI B. The Corporation shall indemnify to the fullest extent permitted by law an individual who is a party to a proceeding because he or she is a Director or officer against liability incurred in the proceeding if: (1) (i) he or she conducted himself or herself in good faith; and (ii) he or she reasonably believed that his or her conduct was in the best interests of the Corporation or that his or her conduct was at least not opposed to the best interests of the Corporation; and (iii) in the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful; or (2) he or she engaged in conduct for which he or she shall not be liable under a provision of the Articles of Organization authorized by Section 2.02(b)(4) of the MBCA or any successor provision to such Section.

VI C. The directors may make, amend, or repeal the Bylaws in whole or in part except with respect to any provision thereof which by law or the Bylaws requires action by the shareholders.

VI D. Action taken at a shareholders’ meeting may be taken without a meeting if the action is taken either: (1) by all shareholders entitled to vote on the action; or (2) to the extent permitted by the Articles of Organization, by shareholders having not less 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. The action shall be evidenced by one or more written consents that describe the action taken, are signed by shareholders having the requisite votes, bear the date of the signatures of such shareholders, and are delivered to the Corporation for inclusion with the records of meetings within 60 days of the earliest dated consent delivered to the Corporation as required by this Section. A consent signed under this Section has the effect of a vote at a meeting.


  

COMMONWEALTH OF MASSACHUSETTS

 

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.
                                        time
   Effective date:                                                                                                              
   (must be within 90 days of date submitted)    
  

WILLIAM FRANCIS GALVIN

Secretary of the Commonwealth


                        

Examiner

  

                        
  
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.


                        

C

  


                        

M

  
  

TO BE FILLED IN BY CORPORATION

Contact Information:

 

Sarita J. Shoulla

 

Morgan, Lewis & Bockius LLP

  

One Federal Street | Boston, MA 02110-1726

  

Telephone: 617.341.7524

  

Email: sarita.shoulla@morganlewis.com

   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.