ARTICLES OF INCORPORATION OF
MIRENCO, INC.
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The undersigned incorporator of a corporation organized under the Iowa Business
Corporation Act, Chapter 490, Code of Iowa, does hereby adopt the following
Articles of Incorporation for such corporation.
ARTICLE ONE
NAME OF THE CORPORATION
The name of the corporation shall be: MIRENCO, INC.
ARTICLE TWO
PURPOSES
The purpose for which the corporation is organized is the transaction of any or
all lawful business for which corporations may be organized under such Act.
ARTICLE THREE
AUTHORIZED SHARES
The aggregate number of shares which this corporation shall have authority to
issue is 20,000,000 shares of Common Stock, par value $.25. Each share shall
have equal rights with each other share in respect of dividends, voting, and in
liquidation.
ARTICLE FOUR
REGISTERED OFFICE OF AGENT
The address of the initial registered office of the corporation is 111 N. Dodge
Dodge Street, P.O. Box 617, Algona, Kossuth County, Iowa, and the name of the
initial registered agent at such address is Jerrold L. Handsaker.
ARTICLE FIVE
BOARD OF DIRECTORS
The number of Directors constituting the initial Board of Directors is one (1),
and the name and address of the person who shall serve as Director until the
first annual meeting of the shareholders or until successors are elected and
shall qualify, are:
NAME ADDRESS
Dwayne Fosseen 206 May Street
P.O. Box 10
Radcliffe, IA 50230
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ARTICLE SIX
AMENDMENTS
The corporation reserves the right from time to time to amend, alter, repeal, or
to add any provision to its Articles of Incorporation, in the manner now or
hereafter prescribed by law. At any meeting of the shareholders at which a
proposed amendment is duly submitted in the manner prescribed by law,
modifications or revisions of such proposed amendment may be submitted, voted
upon and adopted at such meeting in the same manner and to the same effect as
the original proposed amendment.
ARTICLE SEVEN
BYLAWS
The initial Bylaws of the corporation shall be adopted by its Board of
Directors. The power to alter, amend or repeal the Bylaws or adopt new Bylaws
shall be vested in the Board of Directors.
ARTICLE EIGHT
RESTRICTING TRANSFER OF SHARES
The Bylaws may contain any provision restricting the transfer of shares.
ARTICLE NINE
CORPORATE CONTRACTS/TRANSACTIONS
No contract or other transaction between the corporation and any other
corporation shall be affected or invalidated by the fact that any one or more of
the Directors of this corporation is, or are interested in, or is a director or
officer, or are directors or officers of such other corporation.
Any Director or Directors, individually or jointly, may be a party or parties
to, or may be interested in, any contract, act or transaction of this
corporation. No such contract, act or transaction which this corporation is
involved in, with any person or persons, firm or association, shall be affected
or invalidated by the fact that any Director or Directors of this corporation is
a party, or are parties to, or interested in, such contract, act or transaction
or in any way connected with such person or persons, firm or association. Each
and every person who may become a Director of this corporation is hereby
relieved from any liability that might otherwise exist from contracting with the
corporation for the benefit of himself or any firm or corporation in which he
may be interested.
<PAGE>
ARTICLE TEN
DIRECTOR/OFFICER INDEMNIFICATION
SECTION 1. A director of the corporation shall not be liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for liability (a) for any breach of the director's
duty of loyalty to the corporation or its shareholders, (b) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of the law, (c) for a transaction from which the director derives an
improper personal benefit, or (d) under Section 490.833 of the Iowa Business
Corporation Act. If the Iowa Business Corporation Act is amended to authorize
corporate action further eliminating or limiting personal liability of
directors, then the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the Iowa Business
Corporation Act, as so amended. Any repeal or modification of the provisions of
this Section 1 by the shareholders of the corporation shall not adversely affect
any right or protection of a director of the corporation existing at the time of
such repeal or modification.
SECTION 2. The corporation shall indemnify any person who was or is a party
or witness, or is threatened to be made a party or witness, or is involved in
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including a grand jury proceeding) by
reason of the fact that he or she, or a person of whom he or she is a legal
representative, is or was a director or officer of the corporation or was
serving at the request of the corporation as a director, officer, employee,
agent, partner or trustee (or in a similar position) of another corporation or
of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans. Said persons shall be indemnified and
held harmless by the corporation to the fullest extent authorized or permitted
by the Iowa Business Corporation Act and any other applicable law, as the same
exists or may hereafter be amended or changed (but, in the case of any such
amendment or change, only to the extent that such amendment or change permits
the corporation to provide broader indemnification rights than said law
permitted the corporation to provide prior to such amendment or change), against
all costs, charges, expenses (including attorneys' fees), judgments, fines
(including ERISA excise taxes or penalties) and amounts paid in a compromise
settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding, or in connection with the appeal thereof.
Provided, however, that except as set forth in Section 3 of this Article Ten
with respect to proceedings seeking to enforce rights of indemnification, no
director or officer of the corporation shall be indemnified or held harmless by
the corporation against any amounts paid, including expenses actually and
necessarily incurred in connection therewith, unless the Board of Directors of
the corporation, by a majority vote of the directors of the corporation who are
not parties to such settlement, shall first have approved the proposed
settlement; and further provided, however, that except as set forth in Section 3
of this Article Ten, the corporation shall indemnify any such person in
connection with any action, suit or proceeding (or part thereof) by, on behalf,
or in the interest of the corporation initiated by such person only if the
initiation of such action, suit or proceeding (or part thereof) was authorized
by the Board of Directors. Approval or disapproval of any proposed compromise
settlement by the corporation shall not subject the corporation to any liability
to or require indemnification or reimbursement of any party who the corporation
would not otherwise have been required to indemnify or reimburse. The right to
indemnification conferred in this Section 2 shall be a contract right and shall
include the right to be paid by the corporation the expenses incurred in
connection with any such action, suit or proceeding in advance of its final
disposition; provided, however, that the payment of such expenses incurred by a
director or officer in advance of the final disposition of such suit, action or
proceeding shall be made only in a manner consistent with the Iowa Business
Corporation Act.
SECTION 3. Any indemnification or advancement of expenses required under
this Article Ten shall be made promptly, and in any event within thirty (30)
days, upon the written request of the person entitled thereto. If the
corporation denies a written request for indemnity or advancement of expenses,
in whole or in part, or if payment in full pursuant to such request is not made
within thirty (30) days of the date such request is received by the corporation,
the person seeking indemnification or advancement of expenses as granted by this
Article Ten may at any time within the applicable statute of limitations bring
suit against the corporation in any court of competent jurisdiction to establish
such person's right to indemnity or advancement of expenses. Such person's costs
and expenses incurred in connection with successfully establishing his or her
right to indemnification, in whole or in part, in any such action or proceeding
shall also be indemnified by the corporation. It shall be a defense to any such
action (other than an action brought to enforce a claim for the advancement of
expenses pursuant to this Article Ten where the written affirmation of good
faith and undertaking to prepay as required by the Iowa Business Corporation Act
have been received by the corporation) that the claimant has not met the
standard of conduct set forth in the Iowa Business Corporation Act, but the
burden of proving such defense shall be on the corporation. Neither the failure
of the corporation (including the Board of Directors, independent legal counsel
or the shareholders) to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Iowa Business Corporation Act, nor the fact that there has been an actual
determination by the corporation (including the Board of Directors, independent
legal counsel or the shareholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct.
SECTION 4. The indemnification and advancement of expenses provided by or
granted pursuant to this Article Ten shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any by-law, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in his or her official capacity and as
to action in another capacity while holding such office, and shall continue as
to a person who has ceased to be a director, officer, employee or agent, and
shall inure to the benefit of the personal representatives, heirs, executors and
administrators of such person. Any repeal or modification of the provisions of
these Sections 1, 2 or 3 of this Article Ten shall not affect any obligations of
the corporation or any rights regarding indemnification and advancement of
expenses of a director or officer with respect to any threatened, pending or
completed action, suit or proceeding for which indemnification or the
advancement of expenses is requested, in which the alleged cause of action
accrued at any time prior to such repeal or modification.
SECTION 5. The corporation may purchase and maintain insurance, at its
expense, to protect itself and any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of any corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
against any liability asserted against him or her and incurred by him or her in
any such capacity, or arising out of his or her status as such, whether or not
the corporation would have the power to indemnify him or her against such
liability under the provisions of this Article Ten, the Iowa Business Corporate
Act or otherwise.
SECTION 6. If this Article Ten or any portion thereof shall be invalidated
on any grounds by any court of competent jurisdiction, then the corporation
shall nevertheless indemnify each director and officer of the corporation as to
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, including, without limitation, a
grand jury proceeding and any action, suit or proceeding by or in the right of
the corporation, to the fullest extent permitted by any applicable portion of
this Article Ten that shall not have been invalidated, by the Iowa Business
Corporation Act or by any applicable law.
SECTION 7. By action of the Board of Directors, the corporation may provide
in its Bylaws indemnification to employees and agents of the corporation up to
the full extent and effect as provided to directors and officers by this Article
Ten.
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ARTICLE ELEVEN
OFFICERS
Until the election and qualification of their successors, the following shall
serve as officers of the corporation:
President - Dwayne Fosseen
Vice President - Dwayne Fosseen
Secretary - Dwayne Fosseen
Treasurer - Dwayne Fosseen
ARTICLE TWELVE
INCORPORATOR
NAME ADDRESS
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Dwayne Fosseen 206 May Street
P.O. Box 10
Radcliffe, IA 50230
IN WITNESS WHEREOF, the aforesaid Incorporator has caused the execution of the
foregoing Articles of Incorporation on this 21st day of February, 1997.
/S/ DWAYNE FOSSEEN
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Dwayne Fosseen
STATE OF IOWA )
) ss:
COUNTY OF KOSSUTH )
On this 21st day of February, 1997, before me, a Notary Public in and for
the State of Iowa, personally appeared Dwayne Fosseen, to me known to be the
person named in and who executed the foregoing Articles of Incorporation, and
acknowledged that he executed the same as his voluntary act and deed.
/S/ JERROLD R. HANDSAKER
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Notary Public in and for said
County and State
