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EXHIBIT 3.1
Exhibit 3.1 - Amended and Restated Articles of Incorporation
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
INTRANET SOLUTIONS, INC.
ARTICLE I.
The name of this Corporation shall be IntraNet Solutions, Inc. (the
"Corporation").
ARTICLE II.
The registered office of the Corporation in Minnesota shall be: 7777 Golden
Triangle Drive, Eden Prairie, Minnesota 55344.
ARTICLE III.
A. The aggregate number of shares that this Corporation has authority to
issue is one hundred million (100,000,000). The shares shall be
classified in two classes, consisting of ten million (10,000,000)
shares of Preferred Stock of the par value of $.01 per share and ninety
million (90,000,000) shares of Common Stock of the par value of $.01
per share. The Board of Directors is authorized to establish one or
more series of Preferred Stock, setting forth the designation of each
such series, and fixing the relative rights and preferences of each
such series.
B. The Board of Directors shall also have the authority to issue rights to
convert any of the Corporation's securities into shares of stock of any
class or classes, the authority to issue options to purchase or
subscribe for shares of stock of any class or classes, and the
authority to issue share purchase or subscription warrants or any other
evidence of such option rights which set forth the terms, provisions
and conditions thereof, including the price or prices at which such
shares may be subscribed for or purchased. Such options, warrants and
rights may be transferable or nontransferable and separable or
inseparable from other securities of the Corporation. The Board of
Directors is authorized to fix the terms, provisions and conditions of
such options, warrants and rights, including the conversion basis or
bases and the option price or prices at which shares may be subscribed
for or purchased.
ARTICLE IV.
Shares of the Corporation acquired by the Corporation shall become authorized
but unissued shares and may be reissued as provided in these Articles of
Incorporation.
ARTICLE V.
No shareholder of this Corporation shall have any cumulative voting rights.
ARTICLE VI.
No shareholder of this Corporation shall have any preemptive rights by virtue of
Section 302A.413 of the Minnesota Statutes (or similar provisions of future law)
to subscribe for, purchase or acquire any shares of the Corporation of any
class, whether unissued or now or hereafter authorized, or any obligations or
other securities convertible into or exchangeable for any such shares.
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ARTICLE VII.
Any action required or permitted to be taken at a meeting of the Board of this
Corporation may be taken by written action signed by the number of directors
that would be required to take such action at a meeting of the Board of
Directors at which all directors are present.
ARTICLE VIII.
No director of this Corporation shall be personally liable to the Corporation or
its shareholders for monetary damages for breach of fiduciary duty by such
director as a director; provided, however, that this Article shall not eliminate
or limit the liability of a director to the extent provided by applicable law:
(i) for any breach of the director's duty of loyalty to the Corporation or its
shareholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) under Section
302A.559 or 80A.23 of the Minnesota Statutes, as amended; (iv) for any
transaction from which the director derived an improper personal benefit; or (v)
for any act or omission occurring prior to the effective date of this Article.
If 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 and
elimination of personal liability provided herein, shall be eliminated or
limited to the fullest extent permitted by the Minnesota Business Corporation
Act, as so amended. No amendment to or repeal of this Article VIII shall apply
to, or have any effect on, the liability or alleged liability of any director
for or with respect to any acts or omissions of such director occurring prior to
such amendment or repeal.
ARTICLE IX.
The Corporation shall indemnify to the fullest extent permissible under the
provisions of Chapter 302A of the Minnesota Statutes, as amended, (as now or
hereafter in effect) any person made or threatened to be made a party to or
witness in any threatened, pending, or completed civil, criminal,
administrative, arbitration, or investigative proceeding, including a proceeding
by or in the right of the Corporation by reason of the fact that he, his
testator or intestate, is or was a director or officer of the Corporation, or by
reason of the fact that such director or officer, while a director or officer of
the Corporation, is or was serving at the request of the Corporation, or whose
duties in that position involved service as a director, officer, partner,
trustee or agent of another organization or employee benefit plan, against all
judgments, penalties, fines, including, without limitation, excise taxes
assessed against the person with respect to an employee benefit plan,
settlements, and reasonable expenses, including attorneys' fees and
disbursements. Nothing contained herein shall affect any rights to
indemnification to which employees or agents of the Corporation other than
directors and officers may be entitled under the provisions of Chapter 302A of
the Minnesota Statutes, as amended. Any repeal or modification of this Article
IX shall be prospective only, and shall not adversely affect any right to
indemnification or protection of a director or officer of the Corporation
existing at the time of such repeal or modification. No amendment to or repeal
of this Article shall apply to or have any effect on the liability of or alleged
liability of any director or the Corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment or repeal.
ARTICLE X.
The shareholders of this Corporation may, by a majority vote of all shares
issued, outstanding and entitled to vote:
1. Authorize the Board of Directors to sell, lease, exchange or
otherwise dispose of all, or substantially all, of its
property and assets, including its goodwill, 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
and in the best interests of the Corporation;
2. Amend the Articles of Incorporation of this Corporation for
any reasons or lawful purpose, and in the event that any such
amendment adversely affects the rights of holders of shares of
such different classes, the affirmative vote of a majority of
each such class shall be sufficient to adopt the amendment;
and
3. Adopt and approve an agreement of merger or consolidation
presented to them by the Board of Directors.
