MDU RESOURCES GROUP, INC.
Certificate of Amendment
of
Certificate of Incorporation
MDU Resources Group, Inc., a corporation duly organized and
existing under the laws of the State of Delaware (the "Company"),
hereby certifies as follows:
1. That the Board of Directors of the Company, at a meeting
duly convened and held on February 14, 2002, proposed an
amendment to the Certificate of Incorporation of the Company, as
heretofore amended, and at said meeting adopted resolutions
setting forth the proposed amendment, declaring its advisability,
and directing that the proposed amendment be considered at the
next annual meeting of the Company by the stockholders entitled
to vote in respect thereof, such amendment being set forth in the
Company's Proxy Statement for the 2002 Annual Stockholders
Meeting as follows:
RESOLVED, that the Board of Directors of MDU
Resources Group, Inc. hereby declares it advisable:
(A) That the number of shares of Common Stock
which the Company is authorized to issue be increased
from 150,000,000 shares of Common Stock with the par
value of $1.00 per share, to 250,000,000 shares with
the par value of $1.00 per share, effective at the
close of business on the date on which the appropriate
Certificate of Amendment to the Company's Restated
Certificate of Incorporation is filed in the office of
the Secretary of State of the State of Delaware;
(B) That, in order to effect the foregoing, the
Restated Certificate of Incorporation of the Company,
as heretofore amended, be further amended by deleting
the first paragraph of Article FOURTH, and by inserting
in place thereof a new first paragraph of said Article
FOURTH to read as follows:
FOURTH. The total number of shares of stock
which the Company shall have authority to
issue is Two Hundred Fifty-Two Million
(252,000,000) divided into four classes,
namely, Preferred Stock, Preferred Stock A,
Preference Stock, and Common Stock. The
total number of shares of such Preferred
Stock authorized is Five Hundred Thousand
(500,000) shares of the par value of One
Hundred Dollars ($100) per share (hereinafter
called the "Preferred Stock") amounting in
the aggregate to Fifty Million Dollars
($50,000,000). The total number of shares of
such Preferred Stock A authorized is One
Million (1,000,000) shares without par value
(hereinafter called the "Preferred Stock A").
The total number of shares of such Preference
Stock authorized is Five Hundred Thousand
(500,000) shares without par value
(hereinafter called the "Preference Stock").
The total number of shares of such Common
Stock authorized is Two Hundred Fifty Million
(250,000,000) of the par value of One and
no/100 Dollars ($1.00) per share (hereinafter
called the "Common Stock"), amounting in the
aggregate to Two Hundred Fifty Million
Dollars ($250,000,000).
FURTHER RESOLVED, that the Board of Directors
hereby directs that this resolution and above proposed
amendments be attached as an exhibit to the proxy
statement for the Company's next Annual or Special
Meeting of Stockholders for consideration by the
Stockholders entitled to vote in respect thereof.
A copy of the resolutions was attached as Exhibit A to the
Company's Proxy Statement for the 2002 Annual Stockholders
Meeting, and the body of the Proxy Statement contained a
discussion of the proposed amendment.
2. That thereafter, on April 23, 2002, at 11:00 a.m., in
accordance with the Bylaws of the Company, and upon notice given
in accordance with the laws of the State of Delaware and said
Bylaws, the Annual Meeting of Stockholders of the Company was
held, and there were present at such meeting, in person or by
proxy, the holders of more than a majority of the shares of
Common Stock of the Company outstanding and entitled to vote,
constituting a quorum of said stockholders.
3. That at said Annual Meeting of Stockholders, the
proposal to amend the Certificate of Incorporation to increase
the number of authorized shares of Common Stock from 150,000,000
shares to 250,000,000 shares was presented for consideration, and
a vote of the holders of the Common Stock voting in person or by
proxy was taken for and against said proposal.
That a majority of the outstanding stock of the Company
entitled to vote and present at the Annual Meeting in person or
by proxy voted in favor of the proposal to amend Article FOURTH
to the Certificate of Incorporation as indicated in the following
table:
Shares Shares
Shares Shares Voted Voted
Out- Repre- For Against
standing sented Proposal Proposal Abstentions
Common Stock 69,874,062 57,387,523 53,252,462 3,342,127 792,934
6. That said amendment to the Certificate of Incorporation
of MDU Resources Group, Inc. as hereinbefore set forth have been
therefore duly adopted in accordance with the provisions of
Section 242 of the General Corporation Laws of the State of
Delaware.
IN WITNESS WHEREOF, MDU Resources Group, Inc. has caused its
corporate seal to be hereunto affixed, and this Certificate to be
signed by Robert E. Wood, its Vice President - Public Affairs and
Environmental Policy, and Douglas W. Schulz, its Assistant
Secretary, on April 23, 2002.
MDU RESOURCES GROUP, INC.
ATTEST:
/s/ Douglas W. Schulz By: /s/ Robert E. Wood
Douglas W. Schulz Robert E. Wood
Assistant Secretary Vice President - Public Affairs
and Environmental Policy
(SEAL)