Exhibit 3.1
FOURTH AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
CARIBOU COFFEE COMPANY, INC.
ARTICLE I
Name
The name of the corporation is: Caribou Coffee Company, Inc.
ARTICLE II
Registered Office
The registered office of the corporation is located at 90 South 7th Street, Suite 5500, Minneapolis, MN 55402.
ARTICLE III
Incorporator
The name and address of the incorporator are:
| | | | |
| | | Name | | Mailing Address |
| | Mary S. Giesler | | 90 South 7th Street, Suite 5500 Minneapolis, MN 55402 |
ARTICLE IV
Capital
The aggregate number of shares of stock that the corporation shall have the authority to issue is One Thousand (1,000) shares, par value $.01 per share.
ARTICLE V
Classes and Series
In addition to, and not by way of limitation of, the powers granted to the Board of Directors by Minnesota Statutes, Chapter 302A, the Board of Directors of the corporation shall have the power and authority to fix by resolution any designation, class, series, voting power, preference, right, qualification, limitation, restriction, dividend, time and price of redemption, and conversion right with respect to any stock of the corporation. Unless otherwise designated by the Board of Directors, all issued shares shall be deemed common stock with equal rights and preferences.
ARTICLE VI
Written Action Without Meeting
Any action required or permitted to be taken at any meeting of the Board of Directors of the corporation may be taken without a meeting by written action signed by a majority of the Board of Directors then in office, except as to those matters which require shareholder approval, in which case the written action shall be signed by all members of the Board of Directors then in office.
ARTICLE VII
Cumulative Voting Denied
No shareholder of the corporation shall be entitled to any cumulative voting rights.
ARTICLE VIII
Pre-Emptive Rights Denied
No shareholder of the corporation shall have any preferential, pre-emptive, or other rights of subscription to any shares of any class or series of stock of the corporation allotted or sold or to be allotted or sold and now or hereafter authorized, or to any obligations or securities convertible into any class or series of stock of the corporation, nor any right of subscription to any part thereof.
ARTICLE IX
Initial Board of Directors
The initial Board of Directors of the corporation shall be comprised of the following individuals:
Joachim Creus
David Bell
Axel Bhat
These individuals shall serve as the Board of Directors of the corporation until the next regular meeting of the shareholders or until their successors are elected and qualified in the manner required by the corporation’s Bylaws.
