950 CMR 104.11
Restatement of Articles of Organization
A corporation may authorize a restatement of its articles of organization by majority vote of
each class of stock outstanding and entitled to vote thereon, or by vote of the directors if such
articles merely restate but do not amend the articles of organization. If the restated articles
include amendments to the articles of organization such articles must be adopted in accordance
with M.G.L. c. 156B, §§ 70 and 71 and 950 CMR 104.09. The restated articles shall set forth
the same information as in the original articles, other than the names and addresses of the
incorporators. The restated articles shall specifically indicate any amendments effected. They
shall be signed under penalties of perjury by the president or vice-president and by the clerk or
assistant clerk.
The restated articles shall supersede the original articles for all purposes from and after the
effective date of the restatement and shall thereafter constitute the Articles of Organization of
the corporation.