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Exhibit No. 1
Shallbetter Industries, Inc.
Form 10-SB
Exhibit "A"
AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF
SHALLBETTER INDUSTRIES, INC.
ARTICLE I
NAME
The name of this corporation shall be Shallbetter
Industries, Inc.
ARTICLE II
REGISTERED OFFICE
The registered office of this corporation shall be 11900
Wayzata Blvd., Suite 100, Hopkins, Minnesota 55305; or such other
address as may be designated from time to time by the Board of
Directors.
ARTICLE III
CAPITAL
A. Authorized Capital. The aggregate number of shares of
stock which this corporation shall have the authority to issue is
fifty million (50,000,000) shares, $.01 par value, divided into
forty-five million (45,000,000) shares of common stock and five
million (5,000,000) shares of preferred stock.
B. Terms of Preferred Stock. In addition to, and not by
way of limitation of, 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 price of redemption and conversion right with
respect to the preferred stock of the corporation.
ARTICLE IV
SHAREHOLDER VOTING
No shareholder of this corporation shall be entitled to any
cumulative voting rights.
The shareholders of this corporation shall take action by
the affirmative vote of the holders of the majority of the shares
present and entitled to vote, except where a larger proportion is
required by law, these Articles of Incorporation, or a
shareholder control agreement.
ARTICLE V
PREEMPTIVE RIGHTS
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No shareholder of this corporation shall have any
preferential, preemptive, 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, whether now or
hereafter authorized, or to any obligations or securities
convertible into any class or series of stock of this
corporation.
ARTICLE VI
DIRECTOR LIABILITY
A director of this 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 the 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 Minnesota Statutes, Section
302A.559, or on violations of federal or state securities laws;
(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 VI
becomes effective. If Minnesota statutes, Chapter 302A, 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. Any repeal of this
provision as a matter of law or any 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.
ARTICLE VII
BOARD OF DIRECTORS VOTE
The affirmative vote of a majority of the Board of Directors
of the corporation present at a meeting is required for an action
of the Board.
ARTICLE VIII
BOARD ACTION WITHOUT A MEETING
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 the number of Directors that would be
required to take the same action at a meeting of the Board at
which all Directors were present, except that any action
requiring shareholder approval must be signed by all of the
members of the Board of Directors then in office.
ADOPTED AND APPROVED BY THE BOARD OF DIRECTORS
AND THE SHAREHOLDERS OF THE COMPANY.
The foregoing Amended and Restated Articles of Incorporation have
been approved pursuant to chapter 302A, Minnesota Statutes. I
certify that I am authorized to execute this document and I
further certify that I understand that, by signing this document,
I am subject to the penalties of perjury as set forth in section
609.48 as if I had signed this document under oath.
________________________________
Signature of Authorized Person
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