Exhibit 3.1
ARTICLES OF INCORPORATION
OF
INFOPAC SYSTEMS, INC.
The undersigned, for the purpose of forming a corporation under and
pursuant to the provisions of Chapter 302A of the Minnesota Statutes, does
hereby adopt the following Articles of Incorporation:
ARTICLE I
The name of this corporation shall be Infopac Systems, Inc.
ARTICLE II
The address of the registered office of the corporation is 19131
Industrial Blvd., Elk River, Minnesota 55330.
ARTICLE III
The corporation shall be authorized to issue Ten Million (10,000,000)
shares of common stock with no par value. No shareholder of the corporation
shall have any preemptive right to subscribe to or purchase any new or
additional shares of any class of stock of this corporation. Each shareholder
shall be entitled to one vote per share and there shall be no cumulative voting
rights.
ARTICLE IV
The name and address of the incorporator of the corporation is:
Milo F. Hennemann
251 Elk Hills Drive
Elk River, Minnesota 55330
ARTICLE V
The name and address of the first directors of the corporation are:
Milo F. Hennemann
251 Elk Hills Drive
Elk River, Minnesota 55330
Douglas Dupuis
P.O. Box 337
Bismark, North Dakota 58502
IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of
December, 1983.
/s/ Milo F. Hennemann
---------------------
Milo F. Hennemann
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STATE OF MINNESOTA)
COUNTY OF SHERBURNE)
On this 30th day of December, 1983, before me, a Notary Public,
personally appeared Milo F. Hennemann, to me known to be the person named in and
who executed the foregoing instrument and who acknowledged to me that he
executed the foregoing, and he acknowledged to me that he executed the same as
his free act and deed and for the uses and purposes therein expressed.
/s/_________________________
Notary Public
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ARTICLES OF AMENDMENT
OF ARTICLES OF INCORPORATION
OF
INFOPAC SYSTEMS, INC.
I, Milo F. Hennemann, President of Infopac Systems, Inc., a Minnesota
corporation, do hereby certify that the following resolutions pertaining to the
adoption of Article VI of the corporation's Articles of Incorporation were
approved by the affirmative vote of a majority of the shares of common stock
represented at a meeting of the shareholders of this corporation held on
Wednesday, November 30, 1988.
RESOLVED:
There shall be added to the Articles of Incorporation of this
corporation a new article to be designated as Article VI, said new Article VI to
read as follows:
ARTICLE VI
LIMITATION OF DIRECTOR LIABILITY
A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) based on a breach of the duty of
loyalty to the corporation or its shareholders; (ii) for acts or omissions not
in good faith or that involve intentional misconduct or a knowing violation of
law; (iii) under Section 302A.559 or 80A.23 of the Minnesota Statutes; (iv) for
any transaction from which the director derived an improper personal benefit; or
(v) for any act or omission occurring prior to the date this Article VI becomes
effective. If, after the adoption of this Article VI, the Minnesota Business
Corporation Act is amended to authorize the further elimination of or limitation
on the liability of directors, then, in addition to the limitation of personal
liability provided herein, the liability of a director of the corporation shall
be limited to the fullest extent permitted by such amended Act. If, after the
adoption of this Article VI, this Article VI or the Minnesota Business
Corporation Act is amended to adversely affect any elimination of or limitation
on the personal liability of a director of the corporation, any such amendment
shall be prospective only and shall not adversely affect any elimination of or
limitation on the personal liability of a director of the corporation existing
at the time of such amendment.
RESOLVED FURTHER:
The President of this corporation is hereby authorized and directed to
make, execute and acknowledge Articles of Amendment embracing the foregoing
resolution and to cause such Articles of Amendment to be filed for record in the
manner required by law.
IN WITNESS WHEREOF, I have hereto set my hand this 30th day of
November, 1988.
/s/ Milo F. Hennemann
----------------------------
Milo F. Hennemann, President
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ARTICLES OF AMENDMENT
OF
INFOPAC SYSTEMS, INC.
The undersigned corporation hereby adopt the following Articles of
Amendment, which replace the following Articles:
ARTICLE I
The name of the corporation is Inter-Con/PC, Inc.
ARTICLE II
The address of the registered office of the corporation is 7667
Equitable Drive, Suite 101, Eden Prairie, MN 55344.
ARTICLE III
The corporation shall be authorized to issue 50,000,000 shares of
common stock.
IN WITNESS WHEREOF, this amendment to the Articles of Incorporation is
executed the 9th day of June, 1999.
/s/ Michael P. Ferderer
-----------------------
Michael P. Ferderer
The amendment was adopted by the shareholders, on the 8th day of June, 1999.
/s/ Michael P. Ferderer
-----------------------
Michael P. Ferderer
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