Exhibit No. 1
Western Media Group
Form 10-KSB
File No. 2-71164
IONIC CONTROLS, INC.
ARTICLES OF AMENDMENT
I, the undersigned, being the duly elected, qualified and
acting Secretary of Ionic Controls, Inc., a Minnesota corporation
(the "Company"), do hereby certify that:
At a duly-noticed, convened and held Annual Meeting, the
stockholders of Ionic Controls, Inc., on November 14, 1988
adopted the following Amendment to the Articles of
Incorporation of Ionic Controls, Inc. , in accordance with Section
302A.135.
ARTICLE I
NAME
The name of this corporation shall be Western Media Group
Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand as of the
17th day of November, 1988.
/s/ Donna M. Hoy,
Secretary
STATE OF MINNESOTA )
)ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me on the
17th day of November, 1988.
/s/ Notary Public
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CERTIFICATE OF
RESTATED ARTICLES OF INCORPORATION OF
IONIC CONTROLS, INC.
Jeffrey D. Halpern and Howard I. Rutman, President and
Secretary, respectively, being duly authorized, by the common
shareholders holding more than fifty (50%) percent of the issued
and outstanding stock of Ionic Controls, Inc., do hereby certify
that they are the President and Secretary, respectively, of Ionic
Controls, Inc., a corporation organized and existing under the
laws of the State of Minnesota, and that the shareholders of Ionic
Controls, Inc., at a Special Shareholders' Meeting, held on
December 11, 1980, adopted the following resolutions:
RESOLVED, that the Articles of Incorporation of Ionic
Controls, Inc. be restated as follows, and that such Restated
Articles of Incorporation supersede and take the place of the
existing Articles of Incorporation and all amendments thereto; and
BE IT FURTHER RESOLVED, that the President and Secretary
of this corporation be, and hereby are, authorized and
directed to execute and file with the Secretary of State of
the State of Minnesota such Restated Articles of Incorporation on
behalf of this corporation.
RESTATED
ARTICLES OF INCORPORATION
OF
IONIC CONTROLS, INC.
ARTICLE I
Name
The name of this corporation shall be Ionic Controls, Inc.
ARTICLE II.
Registered Office
The location and post office address of the registered office
of this corporation shall be 2288 Caulfield Plaza, Woodbury,
Minnesota 55125, County of Washington.
ARTICLE III.
Duration
The duration of this corporation shall be perpetual.
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ARTICLE IV.
Purposes
The purposes for which this corporation is organized are
general business purposes.
ARTICLE V.
Powers
The corporation shall have all of the powers granted or
available under the laws of the State of Minnesota and laws
amendatory and supplementary thereto and in addition and not in
limitation thereof, the following specific powers:
(a) To become surety for or guarantee the carrying out
or performance of any contract, lease, or obligation, of any
kind of any person, firm or corporation in any connection
with the carrying on of any business which in the judgment of
the Board of Directors of this corporation shall be of
benefit to this corporation;
(b) To acquire, hold, mortgage, pledge or dispose of
the shares, bonds, securities or other evidences of
indebtedness of the United States of America, or any domestic
or foreign corporation, and while the holder of such shares,
to exercise all of the privileges of ownership, including the
right to vote thereon, to the same extent as any natural
person might or could do; and
(c) To purchase or otherwise acquire, on such terms and-
in such manner as the By-Laws of this corporation from time
to time provide, and to own and hold shares of the capital
stock of this corporation, and to reissue the same from time
to time.
ARTICLE VI.
Capital Stock
A. Authorized Shares.
The total authorized number of shares of this corporation
shall be 25,000,000 all of which shall be common shares of the par
value of $.0l per share.
B. Issuance of Shares; Conversion and Option Rights.
The Board of Directors shall have the authority and power to
accept and reject subscriptions for shares; to allot, sell, issue
and deliver shares, options thereon, purchase or subscription
warrants therefor or other evidence of such option rights; to
grant rights to convert any of the securities of the corporation,
including shares of any class, into shares of the corporation of
any class; and to fix the terms, provisions and conditions of said
options, and said rights to convert, including the option
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price or prices at which shares may be purchased or subscribed
for and the conversion basis or bases.
C. Unpaid Subscriptions.
If any payment for shares subscribed and allotted is not made
on the due date, the corporation may, in addition to any other
remedies provided by law, terminate, cancel and revoke the
allotment of unpaid shares.
D. Unallotted Shares.
The Board of Directors shall have the authority and power to
fix and alter, from time to time, in respect of shares then
allotted, any or all of the following: the dividend rate; the
redemption price; the liquidation price; the conversion rights and
sinking or purchase fund rights of shares of any class, or of any
series of any class, or the number of shares constituting any
series of any class.
ARTICLE VII.
Rights of Shareholders
A. Preemptive Rights.
No holder of the stock of this corporation shall have any
preferential, preemptive or other rights of subscription to any
shares of any class of stock of the corporation allotted or sold
or to be allotted or sold and now or thereafter authorized, or to
any obligations convertible into stock of the corporation of any
class, nor to any right of subscription or to any part thereof.
B. Cumulative Voting.
No holder of the stock of this corporation shall be entitled
to any cumulative voting rights.
C. Quorum for Voting.
The presence at any meeting, in person or by proxy, of the
holders of not less than a majority of the shares entitled to vote
shall constitute a quorum for the purposes of voting.
D. Amendments, Mergers, Sale of Assets.
The holders of a majority of the common shares of this
corporation then outstanding shall have the power to amend these
Articles of Incorporation, to adopt an agreement for consolidation
or merger, and to authorize the Board of Directors to sell, lease,
exchange, or otherwise dispose of all, or substantially all, of
the property and assets of this corporation, including its good
will, upon such terms and conditions and for such consideration,
which may be money, shares, bonds or other instruments for the
payment of money or other property, as the Board of Directors
deems expedient.
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ARTICLE VIII.
By-Laws
The Board of Directors shall have power to make and alter the
By-Laws of the corporation subject to the power of the
shareholders to change or repeal such By-Laws. No By-Law or
substantially similar By-Law which has been changed or repealed by
shareholders shall be enacted by the Board of Directors for a
Period of two years from the date of such shareholders action.
ARTICLE IX.
Directors
The names and post office addresses of each of the directors
of this corporation are:
Name Post Office Address
Norman M. Brody 1076 West County Road B
Roseville, MN 55113
Jeffrey D. Halpern 2288 Caulfield Plaza
Woodbury
St. Paul, MN 55119
Howard I. Rutman 6425 Nicollet Avenue South
Minneapolis, M 55423
David Roden 3916 Highland Avenue
White Bear Lake, MN 55110
The term of each director shall be for one year or until
their successors are duly elected and qualified.
ARTICLE X.
Miscellaneous
A. Certain Transactions.
In the absence of fraud, no contract or other transaction
between the corporation and any other corporation, and no act of
the corporation, shall in any way be affected or invalidated by
the fact that any of the directors of the corporation are
pecunarily or otherwise interested in, or are directors or
officers of, such other corporations; and, in the absence of
fraud, any director, individually, or any firm of which any
director may be a member, may be party-to, or may be pecunarily or
otherwise interested in, any contract or transaction of the
corporation, provided, in any case, that the fact that he or such
firm is so interested shall be disclosed or shall have been known
to the Board of Directors or a majority thereof; and any director
of the corporation who is
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also a director or officer of any such other corporation or who is
so interested may be counted in determining the existence of a
quorum at any meeting of the Board of Directors of the corporation
that shall authorize any such contract, act or transaction, and
may vote thereat to authorize any such contract, act or
transaction, with full force and effect as if he were not such
director or officer of such other corporation or not so
interested.
B. Indemnification.
The corporation shall have the power to indemnify any person
to the full extent permitted by law.
ARTICLE XI.
Supersede
The foregoing Restated Articles of Incorporation are to
supersede and take the place of the existing Articles of
Incorporation and all amendments thereto.
IN TESTIMONY WHEREOF, the undersigned, the President and
Secretary, respectively, of Ionic Controls, Inc. have executed
this Certificate of Restated Articles of Incorporation on this
11th day of December, 1980.
/s/ Jeffery D. Halpern
/s/ Howard I. Rutman
STATE OF MINNESOTA )
)ss.
COUNTY OF RAMSEY )
On this 11th day of December, 1980, before me, a notary
public, personally appeared Jeffrey D. Halpern and Howard I.
Rutman President and Secretary, respectively, to me known to be
the persons named as President and Secretary, respectively of
Ionic Controls, Inc. and who executed the foregoing Certificate of
Restated Articles of Ionic Controls, Inc., and they acknowledged
that they executed the same.
/s/ Notary Public
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