CERTIFICATE OF RESTATED
ARTICLES OF INCORPORATION
OF
APA OPTICS, INC.
The undersigned, Anil K. Jain and Kenneth A. Olsen, do hereby
certify that they are the President and Secretary, respectively, of APA
Optics, Inc.; that APA Optics, Inc. is organized under Minnesota Statutes,
Chapter 302A; that by unanimous action of all of the shareholders of said
corporation effective as of November 3, 1983, the following resolutions
were adopted; and that the following Restated Articles of Incorporation
supersede and take the place of the existing Articles of Incorporation and
all amendments thereto:
RESOLVED: That the following Restated Articles of
Incorporation are hereby adopted and shall supersede and take the
place of the existing Articles of Incorporation and all amendments
thereto:
RESTATED ARTICLES OF INCORPORATION
OF
APA OPTICS, INC.
ARTICLE I
The name of the Corporation shall be APA Optics, Inc.
ARTICLE II
The registered office of this Corporation is located at 877 Third
Street S.W., Suite 3, New Brighton, Minnesota 55112.
ARTICLE III
3.01. The aggregate number of shares of capital stock which this
Corporation shall have the authority to issue is 10,000,000 shares, which
shall consist of 5,000,000 shares of Common Stock, par value $.01 per
share, and 5,000,000 undesignated shares.
3.02. The Board of Directors may, from time to time, establish
by resolution from the undesignated shares different classes or series of
shares and may fix the relative rights and preferences of said shares in any
class or series.
3.03. The Board of Directors shall have the authority to issue
shares of the Common Stock to the holders of shares of any class or series
of the undesignated shares and it may issue shares of any class or series of
the undesignated shares to the holders of shares of the Common Stock, in
either case, for any purpose.
3.04. No shareholder of the Corporation shall have any
preemptive rights.
3.05. No shareholder shall be entitled to any cumulative voting
rights.
3.06. The shareholders shall take action by the affirmative vote
of the holders of a majority of the voting power of all voting shares
represented at a duly held meeting of the shareholders, except where a
larger proportion is required by law, these Articles, or a shareholder
control agreement.
ARTICLE IV
Any action required or permitted to be taken by the Board of
Directors of this Corporation may be taken 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 are present, except as to those
matters requiring shareholder approval, in which case the written action
must be signed by all members of the Board of Directors then in office.
ARTICLE V
The names and addresses of the Board of Directors are:
Anil K. Jain
90 13th Avenue S.W.
New Brighton, MN 55112
Kenneth A. Olsen
10911 69th Street North
Stillwater, MN 55082
IN WITNESS WHEREOF, the undersigned have hereunto
affixed their signatures this 3rd day of November, 1983.
/s/ Anil K.
Jain_______
Ani1 K. Jain,
President
/s/ Kenneth A.
Olsen__
Kenneth A. Olsen,
Secretary
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this 3rd
day of November, 1983, by Anil K. Jain, President of APA Optics, Inc., a
Minnesota corporation, on behalf of the corporation.
/s/ Deanne M.
Greco____
Notary Public
My Commission
Expires: January 6,
1987
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this 3rd
day of November, 1983, by Kenneth A. Olsen, Secretary of APA Optics,
Inc., a Minnesota corporation, on behalf of the corporation.
/s/ Deanne M.
Greco
Notary Public
My Commission
Expires: January 6,
1987
ARTICLES OF AMENDMENT OF
APA OPTICS, INC.
The undersigned, Anil K. Jain and Kenneth A. Olsen, do hereby
certify that they are the President and Secretary, respectively, of APA
Optics, Inc., a Minnesota corporation (the "Company"), and in order to
amend the Articles of Incorporation of the Company under the Minnesota
Statutes, Chapter 302A, hereby adopt the following Amendment to the
Articles of Incorporation of the Company, effective this 9th day of
December, 1983:
ARTICLE III
3.01. through 3.02. Sections 3.01 through 3.2 of Article III remain
unchanged.
3.03. The Board of Directors shall have the authority to issue
shares of the Common Stock to the holders of shares of the Common
Stock and to the holders of shares of any class or series of the
undesignated shares and to issue shares of any class or series of the
undesignated shares to the holders of shares of the Common Stock and to
the holders of shares of any class or series of the undesignated shares, in
any case, for any purpose.
3.04. through 3.06. Sections 3.04 through 3.06 of Article III
remain unchanged.
IN WITNESS WHEREOF, the undersigned have hereunto affixed
their signatures.
/s/ Anil K.
Jain_________
Anil K. Jain,
President
/s/ Kenneth A.
Olsen_____
Kenneth A. Olsen,
Secretary
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
On this 9th day of December, 1983, Anil K. Jain and Kenneth A.
Olsen, to me known to be the President and Secretary, respectively, of
APA Optics, Inc., the corporation described in, executed the foregoing
instrument and acknowledged that it was executed on behalf of the
corporation as its free act and deed.
/s/ Susan K. Anderson
Notary Public
My Commission
Expires: November 20,
1985
CERTIFICATE OF AMENDMENT TO
ARTICLES OF INCORPORATION OF
APA OPTICS, INC.
The undersigned, Anil K. Jain and Kenneth A. Olsen, being of
full age, do hereby certify that they are the President and Secretary,
respectively, of APA optics, Inc.; that APA Optics, Inc. is organized under
the Minnesota Business Corporation Act, Minnesota Statutes, Chapter
302A; that a duly called meeting of the shareholders of APA Optics, Inc.
was held on July 30, 1987, at the Company's offices at 2950 N.E. 84th
Lane, Blaine, Minnesota 55432; and that at such meeting, the holders of a
majority of the outstanding shares of the Company present in person or by
proxy adopted the following resolutions:
RESOLVED: That the Articles of Incorporation of the Company
shall be amended by adding the following Article VI:
ARTICLE VI
To the fullest extent permitted by the Minnesota
Business Corporation Act as the same exists or
may hereafter be amended, a director of this
corporation shall not be liable to this corporation
or its stockholders for monetary damages for
breach of fiduciary duty as a director.
RESOLVED FURTHER: That the officers of the Company are
hereby authorized and directed to take all necessary and
appropriate steps, including filing a certificate of amendment with
the Minnesota Secretary of State, to effect the foregoing
resolution.
IN WITNESS WHEREOF, the undersigned have hereunto
affixed their signatures this 30th day of July, 1987.
/s/ Anil K.
Jain
Anil K. Jain, President
/s/ Kenneth A.
Olsen
Kenneth A. Olsen,
Secretary
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
On this 30th day of July, 1987, before me personally appeared
Anil K. Jain and Kenneth A. Olsen, to me known to be the President and
Secretary, respectively, of the corporation described herein, and who
executed the foregoing instrument and acknowledged that it was executed
on behalf of said Corporation as its free act and deed.
/s/ Deanne M.
Greco
Notary Public
My Commission
Expires: January 6,
1993
STATEMENT
REGARDING ESTABLISHMENT OF CLASS OF SHARES OF
APA OPTICS, INC.
The undersigned, the President and Secretary, respectively, of
APA Optics, Inc., a Minnesota corporation (the "Company"), pursuant to
Minnesota Statutes Section 302A.401, subd. 3(b), for the purpose of
establishing a class of stock, setting the designation of the class, and fixing
the relative rights and preferences of the class, do hereby certify as
follows:
FIRST: The name of the corporation is APA Optics, Inc.
SECOND: The following resolutions establishing a class of shares
was adopted by the Company's Board of Directors:
WHEREAS, Minnesota Statutes Section 302A.401, subd.
3, authorizes the Board of Directors by resolution approved by
the affirmative vote of the majority of the directors present to
establish a class of shares, setting forth the designation of the class
and fixing the relative rights and preferences of the class; and
WHEREAS, the Company's Restated Articles of
Incorporation authorize the Company to issue 10,000,000 shares,
consisting of 5,000,000 shares of Common Stock, par value
$0.01 per share, and 5,000,000 undesignated shares, and further
authorize the Board of Directors to establish by resolution from
the undesignated shares different classes or series of shares and to
fix the relative rights and preferences of said shares in any class or
series; and
WHEREAS, the Board of Directors deems it desirable and
in the Company's best interests to designate as Common Stock,
par value $0.01 per share, 3,000,000 of the undesignated shares,
such newly designated shares of Common Stock to have the same
rights and preferences, including voting rights, as the currently
authorized Common Stock;
NOW, THEREFORE, IT IS:
RESOLVED: That 3,000,000 of the 5,000,000
undesignated shares authorized by the Company's Restated
Articles of Incorporation are hereby designated to be Common
Stock, par value $0.01 per share, all of such shares to have the
same rights and preferences, including voting rights, as the
currently authorized Common Stock.
RESOLVED FURTHER: That the officers of the
Company are hereby authorized and directed to prepare, execute,
acknowledge, and file a statement with the Secretary of State of
the State of Minnesota setting forth the information required under
Minnesota Statutes Section 302A.401 (subd. b).
RESOLVED FURTHER: That the officers of the
Company are hereby authorized and directed to prepare, execute,
acknowledge, and file any other documents or instruments and to
take or cause to be taken any other action necessary to carry out
the intent of the foregoing resolutions.
THIRD: The foregoing resolutions were adopted by a majority of
the members of the Board of Directors of the Company at a meeting duly
called and held on March 13, 1989, at which a quorum of the Board of
Directors was present and acting.
IN WITNESS WHEREOF, we have executed this statement on
March 22, 1989.
/s/ Anil K.
Jain
Anil K. Jain, President
/s/ Kenneth A.
Olsen
Kenneth A. Olsen,
Secretary
MINNESOTA SECRETARY OF STATE
AMENDMENT OF ARTICLES OF INCORPORATION
CORPORATE NAME: APA Optics, Inc.
This amendment is effective on the day it is filed with the Secretary of
State, unless you indicate another date, no later than 30 days after filing
with the Secretary of State.
__________________________
The following amendment of articles regulating the above corporation
were adopted:
ARTICLE III
3.01 The aggregate number of shares of capital stock
which this Corporation shall have the authority to
issue is 20,000,000 shares, which shall consist of
15,000,000 shares of common stock, par value
$.01 per share, and 5,000,000 undesignated shares,
par value $.01 per share.
This amendment has been approved pursuant to Minnesota Statutes
chapter 302A or 317A. I certify that I am authorized to execute this
amendment and I further certify that I understand that by signing this
amendment, I am subject to the penalties of perjury as set forth in section
609.48 as if I had signed this amendment under oath.
/s/ Anil K.
Jain
Anil K. Jain
Filed: September
14, 1994
STATE OF MINNESOTA
OFFICE OF THE SECRETARY OF STATE
ARTICLES OF AMENDMENT
OF
APA OPTICS, INC.
Pursuant to the provisions of Minnesota Statutes Section
302A.135, the following amendment to the Articles of Incorporation of
APA Optics, Inc., a Minnesota corporation, was approved and adopted
pursuant to Minnesota Statutes Chapter 302A.
Paragraph 3.01 of Article III of the Articles of Incorporation of
APA Optics, Inc. is hereby amended in its entirety to read as follows:
3.01. The aggregate number of shares of capital
stock which this Corporation shall have the
authority to issue is 55,000,000 shares, which shall
consist of 50,000,000 shares of common stock, par
value $0.01 per share, and 5,000,000 undesignated
shares, par value $0.01 per share. Prior to the
effective date of this amended Section 3.01, the
board of directors utilized a portion of the
undesignated shares to establish a series of capital
stock and such series of capital stock shall not be
affected in any respect by this amended Section
3.01, regardless of whether a statement with
respect to such capital stock has heretofore been
filed with the office of the Minnesota Secretary of
State pursuant to Minnesota Statutes Section
302A.401, Subd. 3(b).
I swear that the foregoing is true and accurate and that I have
authority to sign this document on behalf of the corporation.
APA OPTICS, INC.
By /s/ Anil K.
Jain________________
Anil K. Jain
Its Chief
Executive Officer
Filed: August 17,
2000
376153/1
