<DESCRIPTION>EXHIBIT 3.1

<TEXT>



<PAGE>



                                       3.1



                                                                               D



                        The Commonwealth of Massachusetts

                             William Francis Galvin

                          Secretary of the Commonwealth

              One Ashburton Place, Boston, Massachusetts 02108-1512



                            ARTICLES OF ORGANIZATION

                          (General Laws, Chapter 156B)



                                    ARTICLE I

                     The exact name of the corporation is:



                        INVESTORS CAPITAL HOLDINGS, LTD.



                                   ARTICLE II

     The purpose of the corporation is to engage in the following business

                                  activities:



To own shares and invest and reinvest the assets of the corporation in business

organizations of all kinds, domestic and foreign.



See Continuation Sheets - Article II

<PAGE>



ARTICLES OF ORGANIZATION: INVESTORS CAPITAL HOLDINGS, LTD.



ARTICLE II: Purpose Clause Continued



(b) To serve as a general partner of any partnership;



(c) To advertise, promote, merchandise, and otherwise purvey the products and

services authorized herein; to negotiate and contract with respect to furnishing

of the same for or on behalf of any person, firm, or corporation, domestic or

foreign; to enter into and carry out agency or joint arrangements with other

persons, firms, corporations or limited partnerships engaged in like or similar

activities; and generally to exploit the services and objects of the Corporation

by all lawful means;



(d) To enter into partnerships or other arrangements for sharing profits, or

cooperate with any entity carrying on any business capable of being conducted so

as to benefit this Corporation; to acquire the assets and assume the liabilities

of any entity and/or acquire all or part of the stock of any corporation; to pay

for the assets or stock in cash, stock or otherwise; to hold or dispose of the

property so purchased; and to conduct the business so acquired;



(e) To purchase or otherwise acquire, apply for, register, hold, use, assign,

sell or in any manner deal with patents, inventions, improvement processes,

formulas, trademarks, trade names, copyrights or otherwise;



(f) To directly, or through ownership of shares in any corporation or of any

limited partnership interests, purchase, lease, sell, exchange, or acquire or

dispose of real estate and property, to engage in the negotiations and

transactions of buying, selling, leasing and managing real property both as an

agent and for its own accord;



(g) To purchase, take, own, hold, deal in, mortgage or otherwise encumber,

lease, sell, exchange, convey, transfer or in any manner dispose of real

property;



(h) To borrow and lend money and to negotiate loans; to draw, accept and endorse

notes, accounts receivable, bonds, stocks, debentures and other securities; to

subscribe for, buy, sell, acquire, hold and dispose of shares of stock, bonds,

accounts and other securities of any government, person or corporation; and to

guarantee obligations of any other person or entity;



(i) To do any or all of the things herein set forth as principal, agent,

contractor, trustee or otherwise, alone or jointly, with natural persons or any

legal entity;

<PAGE>



ARTICLES OF ORGANIZATION: INVESTORS CAPITAL HOLDINGS, LTD.



ARTICLE II: Purpose Clause Continued



(j) To do everything necessary, proper, advisable, or convenient for the

accomplishment of the foregoing purposes, and to do all things incidental to

them or connected with them, that are not forbidden by the Act, by other laws,

or by these Articles of Organization;



(k) To carry on any other business activity or operation which may be lawfully

carried on by a corporation organized under the business corporation laws of the

Commonwealth of Massachusetts (MGLA Ch. 156B), whether or not related to those

referred to in the foregoing paragraphs.

<PAGE>



                                                                   Attachment 1A



ARTICLES OF ORGANIZATION: INVESTORS CAPITAL HOLDINGS, LTD.



Article V Continued:



Any stockholder, including the heirs, assigns, executors or administrators of a

deceased stockholder, desiring to sell or transfer such stock owned by him or

them, shall first offer it to the corporation through the Board of Directors, in

the manner following:



He shall notify the directors of his desire to sell or transfer by notice in

writing, which notice shall contain the price at which he is willing to sell or

transfer and the name of one arbitrator. The directors shall within thirty days

thereafter either accept the offer, or by notice to him in writing name a second

arbitrator, and these two arbitrators shall name a third. It shall then be the

duty of the arbitrators to ascertain the value of the stock, and if any

arbitrator shall neglect or refuse to appear at any meeting appointed by the

arbitrators, a majority may act in the absence of such arbitrator.



After acceptance of the offer, or the report of the arbitrators as to the value

of the stock, the corporation shall have thirty days within which to purchase

the same at such valuation, but if at the expiration of thirty days, the

corporation shall not have exercised the right so to purchase, the owner of the

stock shall be at liberty to dispose of the same in any manner he may see fit.



No shares of stock shall be sold or transferred on the books of the corporation

until these provisions have been complied with, but the Board of Directors may

in any particular instance waive the requirement.



Article VI Continued:



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 its directors or

stockholders, or of any class of stockholders:



(a) The directors may make, amend, or repeal the by-laws in whole or in part,

except with respect to any provision of such by-laws which by law or these

Articles or the by-laws requires action by the stockholders.



(b) Meetings of the stockholders of the corporation may be held anywhere in the

United States.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC