Exhibit 3.25
STATE OF MINNESOTA
OFFICE OF THE SECRETARY OF STATE
ARTICLES OF AMENDMENT
OF
RGI GROUP, INC.
Pursuant to the provisions of Minnesota Statutes Section 302A.135, the following amendment to the Articles of Incorporation of RGI Group, Inc., a Minnesota corporation, was approved and adopted pursuant to Minnesota Statutes Chapter 302A.
The Articles of Incorporation of RGI Group, Inc., are hereby amended and restated in their entirety to read as follows:
ARTICLE I. NAME AND REGISTERED OFFICE
1.01Name. The name of this Corporation is RGI Group, Inc.
1.02Registered Office. The location and post office address of the registered office of this Corporation in the State of Minnesota is 3905 Dakota Street SW, Alexandria, Minnesota 56308.
ARTICLE II. SHARES AND SHAREHOLDERS
2.01Number of Shares. The aggregate number of shares of capital stock which this Corporation shall have the authority to issue is 2,000,000 shares, consisting of 20,000 shares of Class A Voting Common Stock, each with $.01 par value, and 1,980,000 shares of Class B Nonvoting Common Stock, each with $.01 par value. The Class A Voting Common Stock and Class B Nonvoting Common Stock shall be identical in all respects, except that voting power shall be vested exclusively in the Class A Voting Common Stock.
2.02Classes of Shares. The Board of Directors may, from time to time, establish by resolution different classes or series of shares and may fix the rights and preferences of said shares in any class or series.
2.03Issuance of Shares. The Board of Directors shall have the authority to issue shares of a class or series to holders of shares of another class or series to effectuate share dividends, splits, or conversion of its outstanding shares.
2.04Preemptive Rights. No shareholder of the Corporation shall have any preemptive rights to subscribe for or purchase his, her or its proportionate share of any stock of the Corporation, now or hereafter authorized or issued.
2.05Cumulative Voting. No shareholder shall have the right to cumulate his, her or its votes in the election of directors or for any other purpose whatsoever.
ARTICLE III. WRITTEN ACTION
Any action, other than an action requiring shareholder approval, required or permitted to be taken at a meeting of the Board of Directors of this Corporation may be taken by written action signed by the number of directors required to take the same action at a meeting of the Board of Directors at which all directors were present. Any action requiring shareholder approval required or permitted to be taken at a meeting of the Board of Directors of this Corporation may be taken by written action signed by all of the directors.
ARTICLE IV. LIMITATION ON DIRECTORS LIABILITY
A director of the 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 Minnesota state securities laws (Minnesota Statutes, Section 80A.23); (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 IV becomes effective. If the Minnesota Business Corporation Act is hereafter 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 Minnesota Business Corporation Act. Any repeal or 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. The provisions of this Article IV shall not be deemed to limit or preclude indemnification of a director by this Corporation for any liability of a director which has not been eliminated by the provisions of this Article IV.
ARTICLE V. AMENDMENT OF ARTICLES OF INCORPORATION
Any amendment of these Articles of Incorporation may be adopted by the affirmative vote of the holders of record of a majority of the total number of issued and outstanding shares of each class and series of voting stock of the Corporation.
The foregoing restated Articles of Incorporation supersede the original Articles of Incorporation and all amendments to them.
I swear that the foregoing is true and accurate and that I have authority to sign these Articles of Amendment on behalf of the Corporation.
Dated: July 12, 2004 | RGI GROUP, INC. | |
By /s/ Richard P. Ekstrand | ||
Richard P. Ekstrand | ||
Its President |
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