EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
LEGHORN, INC.
The undersigned incorporator, being a natural person, 18 years of age
or older, in order to form a corporate entity under Minnesota Statutes, Chapter
302A, hereby adopts the following Articles of Incorporation:
ARTICLE I
The name of the corporation is Leghorn, Inc.
ARTICLE II
The registered office of the corporation is located at 320 E. Main St.,
Anoka, Minnesota 55303, and the registered agent at that address is Carla Wirth.
ARTICLE III
The name and address of the incorporator is Gary A. Larvinson, 11409
91st Street, Clear Lake, Minnesota.
ARTICLE IV
The corporation is authorized to issue an aggregate total of
150,000,000 shares.
ARTICLE V
In addition to the powers granted to the Board of Directors by
Minnesota Statutes, Chapter 302A, the Board of Directors of this Corporation
shall have the power and authority to fix by resolution any designation, class,
series, voting power, preference, right, qualification, limitation, restriction,
dividend, time and place of redemption, and conversion right with respect to any
stock of the corporation.
ARTICLE VI
Any action required or permitted to be taken at any meeting of the
Board of Directors may be taken without a meeting by written action signed by a
majority of the Board of Directors then in office, except as to those matters
which require shareholder approval, in which case the written action shall be
signed by all members of the Board of Directors then in office.
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ARTICLE VII
No holder of stock of this corporation shall be entitled to any
cumulative voting rights.
ARTICLE VIII
No holder of stock of this corporation shall have any preferential,
pre-emptive, or other rights of subscription to any shares of any class or
series of stock of this corporation allotted or sold or to be allotted or sold
and now or hereafter authorized, or to any obligations or securities convertible
into any class or series of stock of this corporation, nor any right of
subscription to any part thereof.
IN WITNESS WHEREOF, the Incorporator has executed these Articles of
Incorporation, this 13th day of June, 1996.
/s/ Gary A. Larvinson
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Gary A. Larvinson
STATE OF MINNESOTA )
)
COUNTY OF HENNEPIN )
Subscribed and sworn to before me CONNIE I. KRINKE
STATE OF MINNESOTA
this 13th day of June, 1996. NOTARY PUBLIC - MINNESOTA
DEPARTMENT OF STATE
SHERRURNE COUNTY
FILED MY COMMISSION EXPIRES 1-07-99
JUNE 28, 1996
/s/ Connie I. Krinke
Joan Anderson Grove
Secretary of State
Notary Public
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ARTICLES OF AMENDMENT
OF
LEGHORN, INC.
The undersigned corporation hereby adopt the following Articles of
Amendment, which replace the following Articles:
ARTICLE I
The name of the corporation is Purchase Point Media Corporation.
ARTICLE IX
Minnesota Statutes sections 302A.671 (Control share
acquis-itions),302A.673 (Business combinations) and 302A.675 (Takeover offer;
fair price) shall not apply to this corporation.
IN WITNESS WHEREOF, this amendment to the Articles of Incorporation is
executed this 25th day of April 1997.
/s/ Brian A. Neh
----------------
The amendment was adopted by the shareholders, on the 25th day of April, 1997.
/s/ Brian A. Neh
----------------
STATE OF MINNESOTA
FILED - DUPLICATE COPY
APR 25 1997
/s/ Joan Anderson Grove
Secretary of State
