EXHIBIT 3.a
AMENDED AND
RESTATED ARTICLES OF INCORPORATION
OF
MTS SYSTEMS CORPORATION
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ARTICLE I
The name of this corporation shall be MTS SYSTEMS CORPORATION.
ARTICLE II
The purpose of this corporation shall be:
(a) To engage in the research, experimentation, development, designing,
production, manufacturing, compounding, processing, fabrication, application,
utilization, installation, repair, servicing, buying, selling, distributing, and
dealing in and with test systems, structural loading systems, plastics and
plastic materials, chemicals, paper products, metals, electronic and electrical
components and products, machinery, instruments, equipment, devices, implements,
tools, and all other articles and products of commerce; and to engage in such
incidental, convenient, or necessary functions as may be deemed advisable
therewith, either within or without the State of Minnesota or the United States
of America, or both;
(b) To render consultative, engineering and expert advice and service
to others;
(c) To apply for, prosecute, acquire, own, employ, transfer, sell,
license and otherwise deal in or with patents, trademarks, and copyrights
relating in any manner to the business or activities of the corporation;
(d) To deal in and distribute, either as principal or agent, and either
as manufacturer, jobber, wholesaler or retailer, commodities, goods, wares and
merchandise and other articles of every kind, character and description;
(e) To acquire, own, hold, manage and operate either separately or as
part of the business of this corporation, other businesses, firms, corporations
or enterprises;
(f) To acquire, hold, pledge, vote, sell and dispose of shares, bonds,
securities and other evidences of indebtedness of any person or domestic or
foreign corporation, firm or government, whether for the purpose of investment
of the funds of this corporation or for the purpose of exercising control or
management over the affairs of other persons, firms or corporations, or for both
purposes;
(g) To purchase, lease or otherwise acquire, to own, hold, manage,
operate or employ, to mortgage, pledge, or otherwise encumber, and to sell, let,
exchange or otherwise dispose of real property or personal property or mixed
real and personal property;
(h) To enter into partnerships, joint ventures, and agreements of all
kinds with other persons, firms, partnerships and corporations;
(i) To borrow money and secure credit upon such terms and security as
may be deemed necessary or advantageous, and if deemed necessary or appropriate,
to pledge or mortgage any or all of the assets of the corporation to secure such
loan or credit;
(j) To do any and all other acts and things in addition to those
enumerated and specified above which may be advantageous, necessary, expedient
or convenient to the conduct of the business or the attainment of the purposes
of the corporation.
The foregoing clauses and statement of purposes shall also be a
statement of the powers of this corporation, but the declaration of purposes and
powers herein set forth shall not be deemed to limit or restrict in any manner
the powers of this corporation, which shall possess all of the powers bestowed
upon or permitted to it by law which are not inconsistent with those set forth
herein.
ARTICLE III
The duration of this corporation shall be perpetual.
ARTICLE IV
The location and post office address of this corporation in the State
of Minnesota shall be at such place as may be designated for that purpose by the
Board of Directors from time to time. Until some other place is so designated,
the location and post office address of the office of this corporation is: 14000
Technology Drive, Eden Prairie, Minnesota 55344-2290.
ARTICLE V
The amount of stated capital with which this corporation will begin
business will be not less than $1,000.00.
ARTICLE VI
The number of shares of the total authorized capital stock of the
corporation shall be thirty-two million (32,000,000), all of which are common
shares of capital stock. Each common share of capital stock shall have the par
value of twenty-five cents ($.25). Each share shall entitle the holder thereof
to one vote for each share held by the shareholder, but shareholders shall have
no pre-emptive right to subscribe for or purchase securities of the corporation;
and all shares shall be equal in all respects and shall conver equal rights upon
the holders thereof, including equal rights in and to dividends and
distributions and upon dissolution.
ARTICLE VII
Section 1. The management and conduct of the business of this
corporation shall be vested in a Board of Directors and in such officers and
agents as may be elected or designated by the Board of Directors. Such officers
and agents shall have the authority and duties in the management of the business
of the corporation as may be prescribed in the By-Laws, or, in the absence of a
controlling provision therein, as determined by the Board of Directors.
Section 2. The Board of Directors shall consist of such number of
Directors, not less than three, as shall be stated in the By-Laws, or, in the
absence of a controlling provision therein, as determined by the shareholders at
any annual meeting or meeting called for the purpose of electing a Director or
Directors.
Section 3. The terms of office of the Directors of this corporation
shall be for one year and until their respective successors are elected and
qualified except that the terms of office of the Directors named herein shall be
for the period stated herein subject to the right of the shareholders to remove
any of said Directors in the manner provided by statute prior to the end of
their respective terms and thereupon to elect a new Director or Directors for
the remainder of such term or terms.
Section 4. The Board of Directors shall have the power and authority to
fill any vacancy caused by the death, resignation or inability to serve of any
director. Newly created directorships resulting from an increase in the
authorized number of directors by action of the board of directors may be filled
by a two-thirds vote of the directors serving at the time of such increase.
ARTICLE VIII
Section 1. The Board of Directors shall have the general management and
control of the business and affairs of this corporation and shall exercise all
of the powers that may be exercised or performed by this corporation. The Board
of Directors shall have the power and authority to delegate such duties, power
and authority relating to the management and conduct of the business and affairs
of this corporation to such officers and agents elected or designated by it as
it may deem proper or appropriate, and as may be permitted by the By-Laws or
applicable statutes or laws.
Section 2. The Board of Directors shall have the authority to accept or
reject subscriptions for shares made before or after incorporation, and may
grant rights to convert any securities of this corporation into shares of any
class or classes or grant options to purchase or subscribe for shares or other
securities of the corporation. The Board of Directors shall from time to time
fix and determine the consideration for which the corporation shall issue and
sell its shares, and also the dividends to be paid by the corporation upon its
shares.
Section 3. The Board of Directors shall have the authority to make and
alter the By-Laws, subject to the power of the shareholders to change or repeal
such By-Laws.
ARTICLE IX
The holders of a majority of the outstanding voting shares of capital
stock of this corporation shall have power to authorize the sale, lease,
exchange or other disposition of all or substantially all of the property and
assets of this corporation, including its good will, to amend the Articles of
Incorporation of this corporation, and to adopt or reject an agreement of
consolidation or merger.
ARTICLE X
No director of this Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders; (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law; (iii) under sections 302A.559 or 80A.23 of the Minnesota
Statutes; (iv) for any transaction from which the director derived any improper
personal benefit; or (v) for any act or omission occurring prior to the date
when this provision becomes effective.
The provision of this Article shall not be deemed to limit or preclude
indemnification of a director by the Corporation for any liability of a director
which has not been eliminated by the provisions of this Article.
If the Minnesota Statutes hereafter are amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the amended Minnesota Statutes.