ARTICLES OF INCORPORATION
OF
MERRILL/SUPERSTAR COMPUTING COMPANY
The undersigned, for purposes of forming a corporation under Chapter 302A of the
Minnesota Statutes, as amended, does hereby sign and acknowledge these Articles
of Incorporation:
ARTICLE I.
The name of the corporation is Merrill/Superstar Computing Company (the
"Corporation").
ARTICLE II.
The registered office of the Corporation in Minnesota is One Merrill Circle,
Energy Park, St. Paul, Minnesota 55108.
ARTICLE III.
The aggregate number of shares of stock which the Corporation shall have
authority to issue is one thousand (1,000) shares of common stock, $0.01 par
value.
ARTICLE IV.
The name and mailing address of the incorporator is as follows:
NAME ADDRESS
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Nona L. Goertz Oppenheimer Wolff & Donnelly
3400 Plaza VII
45 South 7th Street
Minneapolis, Minnesota 55402-1609
ARTICLE V.
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 to the extent provided by applicable law (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 that involve intentional misconduct or a
knowing violation of law, (iii) under Sections 302A.559 or 80A.23 of the
Minnesota Statutes,
as amended, (iv) for any transaction from which the director derived an improper
personal benefit, or (v) for any act or omission occurring prior to the date
that this Article becomes effective. If the Minnesota Business Corporation Act
hereafter is amended to authorize the further elimination or limitation of the
liability of directors, then the liability of a director of the Corporation in
addition to the limitation and elimination of personal liability provided
herein, shall be eliminated or limited to the fullest extent permitted by the
Minnesota Business Corporation Act, as so amended. No amendment to or repeal of
this Article V shall apply to, or have any effect on, the liability or alleged
liability of any director for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.
ARTICLE VI.
The Corporation shall indemnify to the fullest extent permissible under the
provisions of Chapter 302A of the Minnesota Statutes, as amended (as now or
hereafter in effect), any person made or threatened to be made a party to or
witness in any threatened, pending, or completed civil, criminal,
administrative, arbitration, or investigative proceeding, including a proceeding
by or in the right of the Corporation by reason of the fact that he, his
testator or intestate, is or was a director or officer of the Corporation, or by
reason of the fact that such director or officer, while a director or officer of
the Corporation, is or was serving at the request of the Corporation, or whose
duties in that position involved service as a director, officer, partner,
trustee or agent of another organization or employee benefit plan, against all
judgments, penalties, fines, including, without limitation, excise taxes
assessed against the person with respect to an employee benefit plan,
settlements, and reasonable expenses, including attorneys' fees and
disbursements. Nothing contained herein shall affect any rights to
indemnification to which employees or agents of the Corporation other than
directors and officers may be entitled under the provisions of Chapter 302A of
the Minnesota Statutes, as amended. Any repeal or modification of this Article
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VI shall be prospective only, and shall not adversely affect any right to
indemnification or protection of a director or officer of the Corporation
existing at the time of such repeal or modification.
ARTICLE VII.
Any action required or permitted to be taken at a meeting of the Board of
Directors may be taken by written consent signed by all the directors; provided
that, if the action is one which does not require shareholder approval, such
action may be taken by written consent signed by the number of directors that
would be required to take the same action at a meeting at which all directors
were present.
ARTICLE VIII.
The shareholders of the Corporation have no right to cumulate their votes in the
election of directors.
ARTICLE IX.
The shareholders of the Corporation have not preemptive rights in any future
issuance of stock by the Corporation.
IN WITNESS WHEREOF, the undersigned hereunto set her hand this 18th day of
February, 1997.
Incorporator:
/s/ Nona L. Goertz
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Nona L. Goertz
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MINNESOTA SECRETARY OF STATE
AMENDMENT OF ARTICLES OF INCORPORATION
BEFORE COMPLETING THIS FORM, PLEASE READ INSTRUCTIONS LISTED BELOW.
CORPORATE NAME: (List the name of the company prior to any desired name change)
Merrill/Superstar Computing Co.
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This amendment is effective on the day it is filed with the Secretary of State,
unless you indicate another date, no later than 30 days after filing with the
Secretary of State.
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The following amendment(s) of articles regulating the above corporation were
adopted: (Insert full text of newly amended article(s) indicating which
article(s) is (are) being amended or added.) If the full text of the amendment
will not fit in the space provided, attach additional numbered pages. (Total
number of pages including this form 1 .)
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ARTICLE I
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The name of the corporation is Merrill Training & Technology, Inc.
(the "Corporation").
This amendment has been approved pursuant to MINNESOTA STATUTES CHAPTER 302A OR
317A. I certify that I am authorized to execute this amendment and I further
certify that I understand that by signing this amendment, I am subject to the
penalties of perjury as set forth in section 609.48 as if I had signed this
amendment under oath.
/s/ Steven J. Machov, Secretary
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(Signature of Authorized Person)
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INSTRUCTIONS FOR OFFICE USE ONLY
1. Type or print with black ink.
2. A Filing Fee of: $35.00, made payable to the
Secretary of State
3. Return completed forms to:
Secretary of State
180 State Office Building
100 Constitution Ave.
St. Paul, MN 55155-1299
(612) 296-2803