RESTATED ARTICLES OF INCORPORATION
OF PENTAIR, INC. ADOPTED ON
SEPTEMBER 4, 1981
As Amended Through April 28, 1999
All Such Amendments Are
Specifically Identified
ARTICLE I.
The name of this Corporation shall be PENTAIR, INC.
ARTICLE II.
The duration of this Corporation shall be perpetual.
ARTICLE III.
Section 1. This Corporation has general business purposes.
Section 2. In amplification but not in limitation of the
provisions and legal effect of Section 1 hereof or of any other
provision in these Articles, and in amplification but not in
limitation of the purposes, powers and authority this Corporation
would have in the absence from these Articles of this Section 2
hereof, the nature of the business, or objects or purposes to be
transacted, promoted or carried on are: to manufacture, purchase
or otherwise dispose of, and to deal generally in and with paper
and paper products and related products, of every type and
description; to manufacture, purchase or otherwise acquire,
invest in, own, mortgage, sell, assign and transfer, or otherwise
dispose of, trade, deal in and deal with goods, wares and
merchandise and personal property of every class and description;
to carry on any other business in connection with any one or more
of the foregoing purposes; and to do any and all acts and things
necessary or convenient to accomplish or implement any one or
more of the foregoing purposes.
ARTICLE IV.
This Corporation shall have all the powers granted to private
corporations organized for profit by said Minnesota Business
Corporation Act and, in furtherance, and not in limitation, of
the powers conferred by the laws of the State of Minnesota upon
corporations organized for the foregoing purposes, the
Corporation shall have the power:
(a) To issue bonds, debentures or other obligations of the
Corporation, and to contract indebtedness without limit
as to amount for any of the objects and purposes of the
Corporation, and to secure the same by mortgage or
mortgages, deed or deeds of trust, or pledge, or lien,
or any or all of the real or personal property, or
both, of the Corporation.
(b) To acquire, hold, mortgage, pledge or dispose of the
shares, bonds, securities or other evidences of
indebtedness of the United States of America or of any
domestic or foreign corporation, and while the holder
of such shares, to exercise all the privileges of
ownership, including the right to vote thereon, to the
same extend as a natural person might or could do, by
the president of this Corporation or by proxy appointed
by him, unless some other person, by resolution of the
Board of Directors, shall be appointed to vote such
shares.
(c) To purchase or otherwise acquire on such terms and in
such manner as the By-Laws of this Corporation from
time to time provide, and to own and hold, shares of
the capital stock of this Corporation, and to reissue
the same from time to time.
(d) When and as authorized by the vote of the holders of
not less than a majority of the shares entitled to
vote, at a shareholders' meeting called for that
purpose or when authorized upon the written consent of
the holders of a majority of such shares, to sell,
lease, exchange, or otherwise dispose of all, or
substantially all, of its property and assets,
including its good will, upon such terms and for such
considerations, which may be money, shares, bonds, or
other instruments for the payment of money or other
property, as the Board of Directors deems expedient or
advisable.
(e) To acquire, hold, lease, encumber, convey or otherwise
dispose of, either alone or in conjunction with others,
real and personal property within or without the state;
and to take real and personal property by will or gift.
(f) To acquire, hold, take over as a going concern and
thereafter to carry on, mortgage, sell or otherwise
dispose of, either alone or in conjunction with others,
the rights, property and business of any person,
entity, partnership, association, or corporation
heretofore or hereafter engaged in any business, the
purpose of which is similar to the purposes set forth
in Article III of these Articles of Incorporation.
(g) To enter into any lawful arrangement for sharing of
profits, union of interest, reciprocal association, or
cooperative association with any corporation,
association, partnership, individual, or other legal
entity, for the carrying on of any business, the
purpose of which is similar to the purposes set forth
in Article III of these Articles of Incorporation, and,
insofar as it is lawful, to enter into any general or
limited partnership, the purpose of which is similar to
such purposes.
ARTICLE V.
An agreement for consolidation or merger with one or more foreign
or domestic corporations may be authorized by vote of the
shareholders entitled to exercise at least two-thirds of the
shares entitled to vote unless the necessary affirmative vote to
authorize any particular merger or consolidation is reduced by
the Board of Directors, which reduction shall be to not less than
a majority of the shares entitled to vote.
ARTICLE VI.
The location and post office address of the registered office of
this Corporation shall be Rosedale Towers, 1700 West Highway 36,
St. Paul, Minnesota.
ARTICLE VII. (As Amended through April 28, 1999)
The aggregate number of shares which this Corporation shall have
authority to issue is 250,000,000 shares, of which not more than
15,000,000 shares shall be preferred shares.
a. All classes of preferred and common shares may be issued as
and when and for such consideration as the Board of Directors
shall determine, and, to the full extent permitted by the
Minnesota Business Corporation Act, the Board of Directors shall
have the power to establish any classes or series of preferred
shares or common shares, with such par value, rights and
priorities it deems appropriate, and to fix or alter, from time
to time, in respect of any preferred shares then unissued, the
rights and preferences of such shares, including without
limitation, any or all of the following: dividend rate rights and
price; conversion rights and sinking or purchase fund rights; or
the number of shares constituting any class or series. The Board
of Directors shall also have the power to fix the terms and
provisions of options, rights and warrants to purchase or
subscribe for shares of any class or classes and to authorize the
issuance thereof. Dividends payable in shares of any class may
be paid to shareholders of any other class as and when determined
by the Board of Directors.
b. The voting rights of the shares of this Corporation shall be
vested in the holders of all shares presently outstanding, with
one vote per share. The voting rights of unissued shares shall
be fixed by the Board of Directors, but no such share shall be
entitled to more than one vote. No holder of any shares shall be
entitled to any cumulative voting rights.
c. No shareholder of this Corporation shall have any preemptive
right to subscribe for or purchase any shares of any class or
series of the Corporation, whether now or hereafter established
or authorized, or any securities or obligations convertible into
any such shares, or any options or warrants or rights to purchase
any such shares.
ARTICLE VIII. (As Amended on April 22, 1986)
Section 1. If any person has become an Acquiring Person as
defined in Section 2, each holder of Voting Shares, other than
the Acquiring Person or a transferee of the Acquiring Person,
until and including the ninetieth day following the date the
notice to holders of Voting Shares referred to in Section 3
herein is mailed, shall have the right to have the Voting Shares
held by such holder redeemed by the Corporation at the Redemption
Price determined as provided in Section 4 herein, and each holder
of securities convertible into Common Shares or of options,
warrants, or rights exercisable to acquire Common Shares prior to
such ninetieth day, other than the Acquiring Person or a
transferee of the Acquiring Person, shall have the right
simultaneously with the conversion of such securities or exercise
of such options, warrants, or rights to have the Common Shares to
be received thereupon by such holder redeemed by the Corporation
at the Redemption Price; provided that no holder of Voting Shares
shall have any right to have Voting Shares redeemed by the
Corporation pursuant to this Article if the Corporation acting
through a majority of its Board of Directors shall either (a)
recommend to the holders of Voting Shares that a pending tender
offer be accepted by the holders of Voting Shares or (b) if no
tender offer is pending it announces that it does not oppose any
accumulation of shares by an Acquiring Person; provided, however,
that such recommendation or announcement is made within ten days
following either (i) the announcement or publication of such
tender offer made by an Acquiring Person, (ii) any amendment to
such tender offer, (iii) a vote by shareholders of the
Corporation for approval of the acquisition of shares by the
Acquiring Person (iv) receipt by the Board of Directors of
credible notice that an Acquiring Person exists, or (v) receipt
by the Board of Directors of credible notice that an Acquiring
Person has increased ownership of Voting Shares by more than
three percent (3%) of the Voting Shares outstanding.
Section 2. For purposes of this Article:
(a) The term "person" shall include an individual, a
corporation, partnership, trust or other entity.
(b) An "Acquiring Person" shall be any person who
becomes the beneficial owner, directly or indirectly, of
more than twenty percent (20%) of the voting shares
outstanding and becomes the beneficial owner, directly or
indirectly, of any additional Voting Shares pursuant to a
tender offer or otherwise or (ii) becomes the beneficial
owner, directly or indirectly, of more than fifty percent
(50%) of the Voting Shares outstanding whether such shares
were acquired by market purchases, a tender offer or
otherwise.
(c) For the purpose of determining whether a person is
an Acquiring Person, such person shall be deemed to
beneficially own (i) all Voting Shares with respect to which
such person has the capability to control or influence the
voting power in respect thereof and (ii) all Voting Shares
which such person has the immediate or future right to
acquire, directly or indirectly, pursuant to agreements,
through the exercise of options, warrants or rights or
through the conversion of convertible securities or
otherwise; and all Voting Shares which such person has the
right to acquire in such manner shall be deemed to be
outstanding shares, but Voting Shares which any other person
has the right to acquire in such manner shall not be deemed
to be outstanding shares.
(d) The term "Voting Shares" shall mean such of the
Common Shares and the Preferred Shares of the Corporation as
shall have been granted voting rights.
(e) The acquisition of Voting Shares by the
Corporation or by any person controlling, controlled by or
under common control with the Corporation shall not affect
the right to have Voting Shares redeemed pursuant to this
Article.
(f) The right to have Voting Shares redeemed pursuant
to this Article shall attach to such shares and shall not be
personal to the holder thereof.
(g) The term "tender offer" shall mean an offer to
acquire or an acquisition of Voting Shares pursuant to a
request or invitation for tenders or an offer to purchase
such shares for cash, securities or any other consideration.
(h) The term "market purchases" shall mean the
acquisition of Voting Shares from holders of such shares in
privately negotiated transactions or in transactions
effected through a broker or dealer.
(i) Subject to the provisions of Section 2(c) herein,
"outstanding shares" shall mean Voting Shares which at the
time in question have been issued by the Corporation and not
reacquired and held or retired by it or held by any
subsidiary of the Corporation.
Section 3. If Voting Shares are subject to redemption in
accordance with Section 1:
(a) Not later than sixty (60) days following the date on
which the Corporation receives credible notice that any person
has become an Acquiring Person, the Corporation shall give
written notice, by first class mail, postage prepaid, at the
addresses shown on the records of the Corporation, to each holder
of record of Voting Shares (and to any other person known by the
Corporation to have rights to demand redemption pursuant to
Section 2 of this Article) as of a date not more than seven (7)
days prior to the date of the mailing pursuant to this Section 3
and shall advise each such holder of the right to have shares
redeemed and the procedure for such redemption.
(b) If the Corporation fails to give notice as required by
this Section 3, any holder entitled to receive such notice may
within twenty (20) days thereafter serve written demand upon the
Corporation to give such notice. If within twenty (20) days
after the receipt of the written demand the Corporation fails to
give the required notice, such holder may at the expense and on
behalf of the Corporation take such reasonable action as may be
appropriate to give notice or to cause notice to be given
pursuant to this Section 3.
(c) The Directors of the Corporation shall designate a
Redemption Agent, which shall be a corporation or association (i)
organized and doing business under the laws of the United States
or any State, (ii) subject to supervision or examination by
Federal or State authority, (iii) having combined capital and
surplus of at least $20 million, and (iv) having the power to
exercise corporate trust powers.
(d) For a period of ninety (90) days from the date of the
mailing of the notice to the holders of Voting Shares referred to
in this Section 3, holders of Voting Shares and other persons
entitled to have Voting Shares redeemed pursuant to this Article
may, at their option, deposit certificates representing all or
less than all Voting Shares held of record by them with the
Redemption Agent together with written notice that the holder
elects to have such shares redeemed pursuant to this Article.
Redemption shall be deemed to have been effected at the close of
business on the day such certificates are deposited in proper
form with the Redemption Agent.
(e) The Corporation shall promptly deposit in trust with
the Redemption Agent cash in an amount equal to the aggregate
Redemption Price of all of the Voting Shares deposited with the
Redemption Agent for purposes of redemption.
(f) As soon as practicable after receipt by the Redemption
Agent of the cash deposit by the Corporation referred to in this
Section 3, the Redemption Agent shall issue its checks payable to
the order of the persons entitled to receive the Redemption Price
of the Voting Shares in respect of which such cash deposit was
made.
Section 4. (a) The Redemption Price shall be the amount payable
by the Corporation in respect of each Voting Share with respect
to which redemption has been demanded pursuant to this Article
and shall be the greater amount determined on either of the
following bases, but in no event shall the Redemption Price be
less than the amount of shareholders' equity in respect of each
outstanding Voting Share as determined in accordance with
generally accepted accounting principles and as reflected in any
published report by the Corporation as at the fiscal year quarter
ending immediately preceding the notice to shareholders referred
to in Section 3 herein:
(i) The highest price per Voting Share, including any
commission paid to brokers or dealers for solicitation or
whatever, at which Voting Shares held by the Acquiring
Person were acquired pursuant to a tender offer regardless
of when such tender offer was made or were acquired pursuant
to any market purchase or otherwise within eighteen months
prior to the notice to holders of Voting Shares referred to
in Section 3 herein. For purposes of this subsection (i) if
the consideration paid in any such acquisition of Voting
Shares consisted, in whole or in part, of consideration
other than cash, the Board of Directors of the Corporation
shall take such action, as in its judgment it deems
appropriate, to establish the cash value of such
consideration, but such valuation shall not be less than the
cash value, if any, ascribed to such consideration by the
Acquiring Person.
(ii) The highest sale price per Voting Share for any
trading day during the eighteen months prior to the notice
to holders of Voting Shares referred to in Section 3 herein.
For purposes of this subsection (ii), the sale price for any
trading day shall be the last sale price per Voting Share
traded on the New York Stock Exchange, any or other national
securities exchange or the National Market System or, if
Voting Shares are not then traded on the foregoing, the mean
of the closing bid and asked price per Voting Share.
(b) The determination to be made pursuant to this Section 4
shall be made by the Board of Directors not later than the date
of the notice to holders of Voting Shares referred to in Section
3 herein. In making such determination the Board of Directors
may engage such persons, including investment banking firms and
the independent accountants who have reported on the most recent
financial statements of the Corporation, and utilize employees
and agents of the Corporation, who will, in the judgment of the
Board of Directors, be of assistance to the Board of Directors.
(c) The determinations to be made pursuant to this Section
4, when made by the Board of Directors acting in good faith on
the basis of such information and assistance as was then
reasonably available for such purpose, shall be conclusive and
binding upon the Corporation and its shareholders, including any
person referred to in Section 2 herein.
(d) Notwithstanding the foregoing provisions of this
Section 4, each such holder of Voting Shares shall have the right
to have the Redemption Price to be paid determined under and
pursuant to the appraisal provisions of the Minnesota Statutes
then in effect.
Section 5. This Article may be amended or repealed only by the
affirmative vote of the holders of 85% of each class of shares of
the Corporation entitled to exercise the voting power of the
Corporation; provided, however, that if no person holds more than
twenty percent (20%) of the Voting Shares and there is no tender
offer pending or threatened of which the Board of Directors has
credible notice, the necessary vote for amendment or repeal may
be reduced by the Board of Directors to not less than the
requirements of Article XII of these Articles of Incorporation;
provided, further that no amendment or repeal adopted after the
notice to holders of Voting Shares referred to in Section 3
herein shall affect any Voting Shares theretofore or thereafter
deposited with the Redemption Agent for redemption under this
Article pursuant to such notice.
ARTICLE IX.
The amount of stated capital with which this Corporation shall
commence business will be at least $1,000.
ARTICLE X.
Meetings of the shareholders, whether annual or special, shall be
held at the principal place of business of the Corporation at
such time and date as may be fixed in the By-Laws, or at any
other place designated by the Board of Directors pursuant to the
By-Laws or consented to in writing by all of the shareholders
entitled to vote thereat.
ARTICLE XI.
Section 1. The business of this Corporation shall be managed by
a Board of Directors who shall be elected at the annual meeting
of the shareholders. The number of directors shall be fixed from
time to time by the By-Laws but the number thereof shall never be
less than three. The directors are hereby divided into three
classes, each class to consist as nearly as may be of one-third
of the number of directors then constituting the whole Board.
The term of office of those of the first class shall expire at
the annual meeting in 1977. The term of office of the second
class shall expire in 1978. The term of office of the third
class shall expire in 1979. At each annual election commencing
in 1977, the directors elected shall be chosen for a full term of
three years to succeed those whose terms then expire. Vacancies
on the Board of Directors may be filled by the remaining
directors and each person so elected shall be a director until
his successor is elected at an annual meeting of shareholders or
at a special meeting duly called therefor.
Section 2. The Board of Directors shall have all of the powers
of the Corporation, subject to such action restricting said
powers as may legally be taken from time to time by the
shareholders either at an annual meeting or at a special meeting
duly called therefor.
Section 3. The Board of Directors shall have authority to make
and alter By-Laws, subject to the power of the shareholders to
change or repeal such By-Laws, provided, however, that the Board
shall not make or alter any By-Law fixing the number,
qualifications, or term of office of Directors.
Section 4. Any contract or other transaction between the
Corporation and one or more of its directors, or between the
Corporation and any corporation, association or firm of which one
or more of its directors are shareholders, members, directors,
officers or employees, or in which they are interested, shall be
valid for all purposes, notwithstanding the presence and
participation of such director or directors at the meeting of the
Board of Directors of the Corporation which acts upon or in
reference to such contract or transaction, if the fact of such
interest shall be disclosed or known to the Board of Directors,
and the Board of Directors shall, nevertheless, authorize,
approve and ratify such contract or transaction by a vote of a
majority of the directors present, such interested director or
directors to be counted in determining whether a quorum is
present, but not to be counted in calculating the majority
necessary to carry such vote. This section shall not be
construed to invalidate any contract or transaction which would
otherwise be valid under the laws applicable thereto.
Section 5. The annual meeting of the Board of Directors shall be
held immediately following the annual meeting of the
shareholders, and at the same place.
Section 6. The names and post office addresses of the directors
at the time of adoption of these Restated Articles of
Incorporation are as follows:
John Baird
28210 Woodside Road
Excelsior, Minnesota 55331
Murray J. Harpole
2223 Marion Road
St. Paul, Minnesota 55113
George N. Butzow
421 Bushaway Road
Wayzata, Minnesota 55391
Quentin J. Hietpas
1853 Hillcrest Avenue
St. Paul, Minnesota 55116
Henry M. Conor
16351 South Hillcrest Ct.
Eden Prairie, Minnesota 55343
D. Eugene Nugent
4 Aspen Lane
North Oaks, Minnesota 55110
Kenneth L. Wallace
No. 2 Falmouth Lane
Bella Vista, Arkansas 72712
Section 7. (As Added on April 26, 1988) A Director of this
Corporation shall not be personally liable to the Corporation or
its shareholders for monetary damages for breach of fiduciary
duty as a Director, except to the extent such exemption from
liability or limitation thereof is not permitted under Section
302A.251 of the Minnesota Statutes.
If Chapter 302A of the Minnesota Statutes hereafter is amended to
authorize the further elimination or limitation of the liability
of directors, then, in addition to the limitation on personal
liability provided herein, the liability of a Director of the
Corporation shall be limited to the fullest extent permitted by
the amended Chapter 302A of the Minnesota Statutes.
Any repeal or modification of this Section 7 by the shareholders
of the Corporation shall be prospective only and shall not
adversely affect any limitation of the personal liability of a
Director of the Corporation existing at the time of such repeal
or modification.
ARTICLE XII.
These articles may be amended by resolution setting forth such
amendment or amendments adopted at any meeting of the
shareholders by the affirmative vote of the holders of 60% of the
voting power of all shareholders entitled to vote, provided such
amendment or amendments shall not receive the negative vote of
the holders of more than 25% of the voting power of all
shareholders entitled to vote. Each share of stock shall entitle
the holder thereof to one vote.
ARTICLE XIII.
These Restated Articles of Incorporation supersede and take the
place of existing Articles of Incorporation and all amendments
thereto.