Exhibit 3.1
STATE OF MINNESOTA
OFFICE OF THE SECRETARY OF STATE
ARTICLES OF AMENDMENT
OF CYBERSTAR COMPUTER CORPORATION
Pursuant to the provisions of Minnesota Statutes Section 302A.135, the
following amendment to the Articles of Incorporation of Cyberstar Computer
Corporation, a Minnesota corporation, was approved and adopted pursuant to
Minnesota Statutes Chapter 302A.
The Articles of Incorporation of Cyberstar Computer Corporation are
hereby amended and restated in their entirety to read as follows:
ARTICLE I. NAME AND REGISTERED OFFICE
1.01 Name. The name of this Corporation is eNetpc, Inc.
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1.02 Registered Office. The location and post office address of the
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registered office of this Corporation in the State of Minnesota is 6825 Shady
Oak Road, Eden Prairie, Minnesota 55344.
ARTICLE II. SHARES AND SHAREHOLDERS
2.01 Number of Shares. The aggregate number of shares of capital stock
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which this Corporation shall have the authority to issue is 20,000,000 shares,
each with $.01 par value. Such shares shall consist of one class and series of
voting common stock with equal rights and preferences in all matters unless and
until separate classes and/or series are authorized by the Board of Directors
pursuant to Section 2.02 of these Articles of Incorporation.
2.02 Classes of Shares. The Board of Directors may, from time to time,
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establish by resolution different classes or series of shares and may fix the
rights and preferences of said shares in any class or series.
2.03 Issuance of Shares. The Board of Directors shall have the authority to
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issue shares of a class or series to holders of shares of another class or
series to effectuate share dividends, splits, or conversion of its outstanding
shares.
2.04 Preemptive Rights. No shareholder of the Corporation shall have any
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preemptive rights to subscribe for or purchase his, her or its proportionate
share of any stock of the Corporation, now or hereafter authorized or issued.
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2.05 Cumulative Voting. No shareholder of the Corporation shall have the
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right to cumulate his, her or its votes in the election of directors or for any
other purpose whatsoever.
ARTICLE III. WRITTEN ACTION
Any action, other than an action requiring shareholder approval, required
or permitted to be taken at a meeting of the Board of Directors of this
Corporation may be taken by written action signed by the number of directors
required to take the same action at a meeting of the Board of Directors at which
all directors were present. Any action requiring shareholder approval required
or permitted to be taken at a meeting of the Board of Directors of this
Corporation may be taken by written action signed by all of the directors.
ARTICLE IV. LIMITATION ON DIRECTORS 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 (i) liability based on a breach of the duty of
loyalty to the Corporation or its shareholders; (ii) liability for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law; (iii) liability based on the payment of an improper dividend
or an improper repurchase of the Corporation's stock under Section 559 of the
Minnesota Business Corporation Act (Minnesota Statutes, Chapter 302A) or on
violations of Minnesota state securities laws (Minnesota Statutes, Section
80A.23); (iv) liability for any transaction from which the director derived an
improper personal benefit; or (v) liability for any act or omission occurring
prior to the date this Article IV becomes effective. If Chapter 302A, the
Minnesota Business Corporation Act, hereafter is amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director of the Corporation, in addition to the limitation on
personal liability provided herein, shall be limited to the fullest extent
permitted by the amended Chapter 302A, the Minnesota Business Corporation Act.
Any repeal or modification of this Article by the shareholders of the
Corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the Corporation existing
at the time of such repeal or modification. The provisions of this Article IV
shall not be deemed to limit or preclude indemnification of a director by this
Corporation for any liability of a director which has not been eliminated by the
provisions of this Article IV.
ARTICLE V. AMENDMENT OF ARTICLES OF INCORPORATION
Any amendment of these Articles of Incorporation may be adopted by the
affirmative vote of the holders of record of a majority of the total number of
issued and outstanding shares of each class and series of voting stock of the
Corporation, except where a larger proportion is required by law or a
shareholder control agreement.
ARTICLE VI. AMENDMENT OF BYLAWS
The Board of Directors shall be vested with the power to make, alter, amend
or rescind all or any of the Bylaws of this corporation, subject to the power of
the shareholders to change or repeal such Bylaws; provided the Board of
Directors shall not make or alter any Bylaw fixing their number, qualifications,
classifications, or term of office.
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The foregoing Amended and Restated Articles of Incorporation supercede in
their entirety the original Articles of Incorporation and all amendments
thereto.
I swear that the foregoing is true and accurate and that I have the
authority to sign these Amended and Restated Articles of Incorporation on behalf
of the corporation.
CYBERSTAR COMPUTER CORPORATION
Dated: August 8, 2000 By /S/ Richard Pomije
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Name: Richard Pomije
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Title: Secretary
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