EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
RECOVERY ENGINEERING, INC.
The undersigned, for purposes of forming a corporation under Chapter
302A of the Minnesota Statutes, hereby adopts the following Articles of
Incorporation:
ARTICLE 1.
NAME
The name of the Corporation is Recovery Engineering, Inc.
ARTICLE 2.
REGISTERED OFFICE
The registered office of the Corporation in the State of Minnesota is
located at 2229 Edgewood Avenue South, St. Louis Park, Minnesota 55426.
ARTICLE 3.
CAPITAL STOCK
3.a. The Corporation is authorized to issue One Hundred Million
(100,000,000) shares of capital stock, having a par value of $.01 per share in
the case of common stock, and having a par value as determined by the Board of
Directors in the case of preferred stock.
3.b. In addition to any and all powers conferred upon the Board of
Directors by the laws of the State of Minnesota, the Board of Directors shall
have the authority to establish by resolution more than one class or series of
shares, either preferred or common, and to fix the relative rights, restrictions
and preferences of any such different class or series, and the authority to
issue shares of a class or series, shares of which may then be outstanding, to
holders of shares of another class or series to effectuate share dividends,
splits or conversions of the Corporation's outstanding shares.
3.c. The Board of Directors shall also have the authority to issue
rights to convert any of the Corporation's securities into shares of stock of
any class or classes, the authority to issue options to purchase or subscribe
for shares of stock of any class or classes, and the authority to issue share
purchase or subscription warrants or any other evidence of such option rights
which set forth the terms, provisions and conditions thereof, including the
price or prices at which such shares may be subscribed for or purchased. Such
options, warrants and rights may be either transferable or nontransferable and
either separable or inseparable from other securities of the Corporation. The
Board of Directors is authorized to fix the terms, provisions and conditions of
such options, warrants and rights, including the conversion basis or bases and
the option price or prices at which shares may be subscribed for or purchased.
-1-
ARTICLE 4.
PURPOSES AND POWERS
The Corporation shall have general business purposes and shall possess
all powers necessary to conduct any business in which it is authorized to
engage, including but not limited to, all those powers expressly conferred upon
business corporations by Chapter 302A of the Minnesota Statutes, as it may from
time to time be amended, together with those powers implied therefrom.
ARTICLE 5.
DURATION
The Corporation shall have perpetual duration.
ARTICLE 6.
NO PREEMPTIVE RIGHTS; NO CUMULATIVE VOTING
6.a. The shareholders of the Corporation shall not have the preemptive
rights provided by Section 302A.413 of the Minnesota Statutes to subscribe for
or to purchase any or all of the shares or other securities, or rights to
purchase shares or other securities, of the Corporation, now or hereafter
authorized.
6.b. The shareholders of the Corporation shall not have the right of
cumulative voting.
ARTICLE 7.
INCORPORATOR
The name and address of the incorporator of this Corporation is:
Eric O. Madson
3000 Dain Bosworth Plaza
60 South 6th Street
Minneapolis, Minnesota 55402
ARTICLE 8.
LIMITATION OF LIABILITY
A director of the 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 (a) for any breach of the director's
duty of loyalty to the Corporation or its shareholders, (b) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (c) under Section 302A.559 or Section 80A.23 of the Minnesota
Statutes, or (d) for any transaction from which the director derived an improper
personal benefit. If the Minnesota Statutes are amended after this Article
becomes effective to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability
-2-
of a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the Minnesota Statutes, as so amended.
Any repeal or modification of this Article 8 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 9.
ACTION WITHOUT A MEETING
An action required or permitted to be taken at a meeting of the
directors may be taken by written action signed by all of the directors, and in
the case of an action which need not be approved by the shareholders, such
action may be taken by written action signed by the number of directors that
would be required to take such action at a meeting of the directors at which all
directors were present.
IN WITNESS WHEREOF, the undersigned has signed this 26th day of March,
1996.
/s/ ERIC O. MADSON
--------------------------------------
Eric O. Madson, Incorporator
-3-
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
RECOVERY ENGINEERING, INC.
The undersigned, being the Chief Executive Officer of Recovery
Engineering, Inc., a Minnesota corporation (the "Corporation"), hereby certifies
that the following resolutions were duly adopted on April 29, 1999, pursuant to
the Minnesota Business Corporation Act, Chapter 302A, Minnesota Statutes, and
the Bylaws of the Corporation:
RESOLVED, that the Articles of Incorporation of Recovery Engineering, Inc. shall
be amended by adding a new Article 10, as follows:
ARTICLE 10.
BOARD OF DIRECTORS
10.a. Number of Directors. The business and affairs of the
Corporation shall be managed by or under the direction of a board of
directors (the "Board of Directors"). The Board of Directors shall
consist of not fewer than five nor more than eleven directors. Within
such limits, the exact number of directors shall be fixed from time to
time pursuant to a resolution adopted by a majority of the directors
then in office, although less than a quorum.
10.b. Election of Directors. The directors of the Corporation
shall be divided into three classes, as nearly equal in number as
possible: Class 1, Class 2, and Class 3. Each director shall serve for
a term ending on the third annual meeting following the annual meeting
at which the class was elected; provided, however, that the directors
first elected to Class 1 shall serve for a term ending upon the
election of directors at the first annual meeting following the end of
the calendar year 1999, the directors first elected to Class 2 shall
serve for a term ending upon the election of directors at the second
annual meeting following the end of the calendar year 1999, and the
directors first elected to Class 3 shall serve for a term ending upon
the election of directors at the third annual meeting following the end
of the calendar year 1999.
At each annual election, the successors to the class of
directors whose term expires at that time shall be elected by the
shareholders to hold office for a term of three years (or until their
successors are elected and qualified) to succeed those directors whose
term expires, so that the term of one class of directors shall expire
each year, unless, by reason of any intervening changes in the
authorized number of directors, the Board of Directors shall have
designated one or more directorships whose term then expires as
-1-
directorships of another class in order to more nearly achieve an equal
number of directors among the classes of directors.
Notwithstanding the requirement that the three classes of
directors shall be as nearly equal in number of directors as possible,
in the event of any change in the authorized number of directors, each
director then continuing to serve as such shall nevertheless continue
as a director of the class of which he or she is a member until the
expiration of his or her current term, or his or her prior resignation,
disqualification, or removal from office.
10.c. Vacancies and Newly Created Directorships. Any vacancies
on the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause shall
be filled by the affirmative vote of a majority of directors then in
office, although less than a quorum, or by the sole remaining director,
or, in the event of the failure of the directors or the sole remaining
director so to act, by the shareholders at the next election of
directors; provided that, if the holders of any class or classes of
stock or series thereof of the Corporation, voting separately, are
entitled to elect one or more directors, vacancies and newly created
directorships of such class or classes or series may be filled by a
majority of the directors elected by such class or classes or series
thereof then in office, or by a sole remaining director so elected.
Directors so chosen shall hold office for a term expiring at the annual
meeting of shareholders at which the term of the class to which they
have been elected expires. A director elected to fill a vacancy by
reason of an increase in the number of directorships shall be elected
by a majority vote of the directors then in office, although less than
a quorum, to serve until the next election of the class for which such
director shall have been chosen. If the number of directors is changed,
any increase or decrease shall be apportioned among the three classes
so as to make all classes as nearly equal in number as possible. If,
consistent with the preceding requirement, the increase or decrease may
be allocated to more than one class, the increase or decrease may be
allocated to any such class the Board of Directors selects in its
discretion. No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director.
10.d. Removal. A director may be removed only for cause by the
affirmative vote of the holders of at least a majority of the shares
then entitled to vote in an election of directors, which vote may only
be taken at a meeting of shareholders, the notice of which meeting
expressly states such purpose. Cause for removal shall be deemed to
exist only if the director whose removal is proposed has been convicted
of a felony by a court of competent jurisdiction or has been adjudged
by a court of competent jurisdiction to be liable for gross negligence
or intentional misconduct in the performance of such director's duty to
the Corporation and such adjudication is no longer subject to direct
appeal.
10.d. Amendment or Repeal. Notwithstanding anything to the
contrary contained in these Articles of Incorporation, any amendment or
repeal of all or any part of this Article 10, or the adoption of any
provision inconsistent therewith, shall require
-2-
the affirmative vote of the holders of at least two-thirds of the
voting power of the outstanding shares of the Corporation entitled to
vote thereon.
RESOLVED FURTHER, that the officers of the Corporation, or any one of them, are
hereby authorized and directed to prepare, execute and file with the Minnesota
Secretary of State, Articles of Amendment to Articles of Incorporation to give
effect to the foregoing amendment.
Dated: April 29, 1999.
/s/ BRIAN F. SULLIVAN
--------------------------------------
Brian F. Sullivan
Chief Executive Officer
-3-