EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
UNITED FINANCIAL CORP
The undersigned natural person of legal age, acting as
incorporator of a corporation under the Minnesota Business Corporation Act,
Chapter 302A, adopts the following Articles of Incorporation:
ARTICLE 1. NAME
The name of the corporation is "United Financial Corp."
ARTICLE 2. CAPITAL STOCK
(A) AUTHORIZED CAPITAL STOCK. The total number of shares of capital
stock which the Corporation is authorized to issue shall be 10,000,000 shares,
consisting of 8,000,000 shares of $1.00 par value common stock ("Common Stock")
and 2,000,000 shares of $1.00 par value preferred stock ("Preferred Stock").
There shall be no cumulative voting among shareholders of the Corporation. The
shareholders of the Corporation shall not have, as a matter of right, any
preemptive rights to subscribe for or acquire securities or rights to purchase
securities of any class, kind or series of the Corporation.
(B) COMMON STOCK. All shares of Common Stock shall be voting shares and
shall be entitled to one vote per share. Subject to any preferential rights of
holders of Preferred Stock, holders of Common Stock shall be entitled to receive
their pro rata shares, based upon the number of shares of Common Stock held by
them, of such dividends or other distributions as may be declared by the board
of directors from time to time and of any distribution of the assets of the
Corporation upon its liquidation, dissolution or winding up, whether voluntary
or involuntary.
(C) PREFERRED STOCK. The board of directors of the Corporation is
hereby authorized to provide, by resolution or resolutions adopted by such
board, for the issuance of Preferred Stock from time to time in one or more
classes and/or series, to establish the number of shares of each such class or
series, and to fix the powers, designations, preferences and relative,
participating, optional or other rights, if any, and the qualifications,
limitations or restrictions thereof, if any, of the shares of each such class or
series, all to the full extent permitted by the Minnesota Business Corporation
Act, Section 302A.401, or any successor provisions. Without limiting the
generality of the foregoing, the board of directors is authorized to provide
that shares of a class or series of Preferred Stock:
(1) are entitled to cumulative, partially cumulative or
noncumulative dividends or other distributions in payable in cash,
capital stock or indebtedness of the Corporation or other property, at
such times and in such
amounts as are set forth in the board resolutions establishing such
class or series or as are determined in a manner specified in such
resolutions;
(2) are entitled to a preference with respect to payment of
dividends over one or more other classes and/or series of capital stock
of the Corporation;
(3) are entitled to a preference with respect to any
distribution of assets of the Corporation upon its liquidation,
dissolution or winding up over one or more other classes and/or series
of capital stock of the Corporation in such amount as is set forth in
the board resolutions establishing such class or series or as is
determined in a manner specified in such resolutions;
(4) are non-redeemable or may be redeemable or exchangeable at
the option of the Corporation and/or on a mandatory basis for cash,
capital stock or indebtedness of the Corporation or other property, at
such times or upon the occurrence of such events, and at such prices,
as are set forth in the board resolutions establishing such class or
series or as are determined in a manner specified in such resolutions;
(5) are entitled to the benefits of such sinking fund, if any,
as is required to be established by the Corporation for the redemption
and/or purchase of such shares by the board resolutions establishing
such class or series;
(6) are convertible at the option of the holders thereof into
shares of any other class or series of capital stock of the
Corporation, at such times or upon the occurrence of such events, and
upon such terms, as are set forth in the board resolutions establishing
such class or series or as are determined in a manner specified in such
resolutions;
(7) are exchangeable at the option of the holders thereof for
cash, capital stock or indebtedness of the Corporation or other
property, at such times or upon the occurrence of such events, and at
such prices, as are set forth in the board resolutions establishing
such class or series or as are determined in a manner specified in such
resolutions;
(8) are entitled to such voting rights, if any, as are
specified in the board resolutions establishing such class or series
(including, without limiting the generality of the foregoing, the right
to elect one or more directors voting alone as a single class or series
or together with one or more other classes and/or series of Preferred
Stock, if so specified by such board resolutions) at all times or upon
the occurrence of specified events; and
(9) are subject to restrictions on the issuance of additional
shares of Preferred Stock of such class or series or of any other class
or series, or on the reissuance of shares of Preferred Stock of such
class or series or of any other class or series, or on increases or
decreases in the number of authorized shares of Preferred Stock of such
class or series or of any other class or series.
Without limiting the generality of the foregoing authorizations, any of the
voting powers, designations, preferences, rights and qualifications, limitations
or restrictions of a class or series of Preferred Stock may be made dependent
upon facts
ascertainable outside the board resolutions establishing such class or series,
all to the full extent permitted by the Minnesota Business Corporation Act.
Unless otherwise specified in the board resolutions establishing a class or
series of Preferred Stock, holders of a class or series of Preferred Stock shall
not be entitled to cumulate their votes in any election of directors in which
they are entitled to vote and shall not be entitled to any preemptive rights to
acquire shares of any class or series of capital stock of the Corporation.
ARTICLE 3. DIRECTOR LIABILITY.
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 for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its shareholders; (ii) for acts
or omissions not in good faith or which 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 a director derive an
improper personal benefit; or (v) for any act or omission occurring prior to the
date when the Article 3 first became effective.
Any repeal or modification of the foregoing provisions of this
Article 3 by the shareholders of the Corporation shall not adversely affect any
right or protection of a director of the Corporation existing at the time of
such repeal or modification.
ARTICLE 4. FIRST BOARD OF DIRECTORS
The names of the members of the first Board of Directors are:
Bruce K. Weldele J. William Bloemendaal
Dean J. Mart Elliott L. Dybdal
Larry D. Williams Rudy Tramelli
William L. Madison
ARTICLE 5. REGISTERED OFFICE AND AGENT
The address of the initial registered office of the
corporation in the state of Minnesota is Dorsey & Whitney, Pillsbury Center
South, 220 South Sixth Street, Minneapolis, Minnesota 55402. The name of its
initial registered agent at such address is Mr. Thomas Martin.
ARTICLE 6. INCORPORATOR
The name and address of the incorporator, who is a natural
person of full age, are:
NAME ADDRESS
Bruce K. Weldele 601 First Avenue North
Great Falls, Montana 59401
ARTICLE 7. WRITTEN ACTION BY DIRECTORS
An action required or permitted to be taken at a meeting of
the board of directors of the corporation may be taken by a written action
signed, or counterparts of a written action signed in the aggregate, by all of
the directors unless the action need not be approved by the shareholders of the
corporation, in which case the action may be taken by a written action signed,
or counterparts of a written action signed in the aggregate, by the number of
directors that would be required to take the same action at a meeting of the
board of directors of the corporation at which all of the directors were
present.
Dated: February 29, 1996 /s/ BRUCE WELDELE
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Bruce K. Weldele
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
UNITED FINANCIAL CORP.
1. The name of the corporation is United Financial Corp., a
Minnesota corporation.
2. The amendment adopted is:
Article 2(a) of the Articles of Incorporation of the Company
be, and hereby is, replaced with the following:
Authorized Capital Stock. The total number of shares of
capital stock which the Corporation is authorized to issue shall be 10,000,000
shares, consisting of 8,000,000 shares of no par value common stock ('Common
Stock") and 2,000,000 shares of no par value preferred stock ('Preferred
Stock"). There shall be no cumulative voting among shareholders of the
Corporation. The shareholders of the Corporation shall not have, as a matter of
right, any preemptive rights to subscribe for or acquire securities or rights to
purchase securities of any class, kind or series of the Corporation."
3. The amendment has been adopted pursuant to Chapter 302A of
the Minnesota Business Corporation Act.
IN WITNESS WHEREOF, the undersigned, the Chairman of the Board
and Chief Executive Officer of United Financial Corp., being duly, authorized on
behalf of United Financial Corp., has executed this document this 3rd day of
October, 1997.
/s/Bruce K. Weldele
-------------------------
Bruce K. Weldele
Chairman of the Board and
Chief Executive Officer