NAVARRE CORPORATION
EXHIBIT 3.1
As in effect on June 23, 2000
ARTICLES OF INCORPORATION OF NAVARRE CORPORATION
ARTICLE I.
The name of the Corporation is Navarre Corporation.
ARTICLE II.
The purposes of this Corporation are general business purposes.
ARTICLE III.
This Corporation shall possess all powers necessary to conduct any business in
which it is authorized to engage, including but not limited to all those powers
expressly conferred upon business corporations by Minnesota Statutes, together
with those powers implied therefrom.
ARTICLE IV.
This Corporation shall have perpetual duration.
ARTICLE V.
The location and post office address of the registered office of this
Corporation in Minnesota is 7400 49th Avenue North, New Hope, MN 55428.
ARTICLE VI.
The aggregate number of shares that the Corporation has authority to issue shall
be 110,000,000 shares, no par value per share, which shall consist of
100,000,000 shares of common stock and 10,000,000 shares of preferred stock. The
Board of Directors of the Corporation is authorized to establish from the
preferred shares, by resolution adopted and filed in the manner provided by law,
one or more classes or series of shares, to designate each class or series, and
to fix the relative powers, qualifications, restrictions, rights and preferences
of each such class or series, including, without limitation, the right to create
voting, dividend and liquidation rights and preferences greater than those of
common stock. There shall be no cumulative voting by the shareholders of the
Corporation. The shareholders of the Corporation shall not have pre-emptive
rights to subscribe for or acquire securities or rights to purchase securities
of any kind, class or series of the Corporation.
ARTICLE VII.
Section 1. Number and Term. The business and affairs of this
Corporation shall be managed by or under the direction of a Board of Directors
consisting of not less than three (3) or more than nine (9) directors, as may be
designated by the Board of Directors from time to time. The directors shall be
divided into three (3) classes, as nearly equal in number as the then total
number of directors constituting the whole Board permits, with the term of
office of one class expiring each year at the annual meeting of shareholders.
Except as otherwise provided in this Article VII, each director shall be elected
by the shareholders to hold office for a term of three consecutive years. Each
director shall serve until a successor shall have been duly elected and
qualified, or until the earlier death, resignation, removal, or disqualification
of the director.
<PAGE>
Section 2. Transitional Board. Upon the adoption of this new Article
VII to the Articles of Incorporation, one class of directors shall hold office
for a term expiring at the annual meeting of shareholders to be held after the
end of the Corporation's 1997 fiscal year, another class shall hold office for a
term expiring at the annual meeting of shareholders to be held after the end of
the Corporation's 1998 fiscal year and another class shall hold office for a
term expiring at the annual meeting of shareholders to be held after the end of
the Corporation's 1999 fiscal year. After the expiration of each term, the
provisions of Section 1 of this Article VII shall control.
Section 3. Vacancies. Any vacancies occurring in the Board of Directors
for any reason, and any newly created directorships resulting from an increase
in the number of directors, may be filled by a majority of the directors then in
office. Any directors so chosen shall hold office until the next election of the
class for which such directors shall have been chosen and until their successors
shall be elected and qualified subject, however, to prior retirement,
resignation, death or removal from office. Any newly created directorships
resulting from an increase in the authorized number of directors shall be
apportioned by the Board of Directors among the three classes of directors so as
to maintain such classes as nearly equal in number as possible.
Section 4. Quorum. A majority of the members of the Board of Directors
shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors, but if less than such a majority is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice. The directors present at a duly organized meeting may
continue to transact business until adjournment notwithstanding that the
withdrawal of enough directors originally present leaves less than the number
otherwise required for a quorum.
Section 5. Nomination. Advance notice of nominations for the election
of directors, other than by the Board of Directors or a committee thereof, shall
be given within the time and in the manner provided in the Bylaws.
Section 6. Written Action by Directors. Any action required or
permitted to be taken at a meeting of the Board of Directors, or a committee
thereof, may be taken by written action, or counterparts of a written action,
signed by all of the directors or, in cases where the action need not be
approved by the shareholders, by written action, or counterparts of a written
action, signed by the number of directors that would be required to take the
same action at a meeting of the Board or a committee thereof at which all
directors were present.
ARTICLE VII.
The personal liability of the directors of this Corporation is hereby eliminated
to the fullest extent permitted by Minnesota Statutes, Section 302A.251, as the
same may be amended and supplemented.
