ARTICLES OF INCORPORATION
OF
MERRILL DANIELS, INC.
The undersigned incorporator, being a natural person, eighteen years of age
or older, in order to form a corporate entity under Minnesota Statutes, Chapter
302A. adopts the following Articles of Incorporation:
ARTICLE I.
The name of this corporation is Merrill Daniels, Inc. (the "Company').
ARTICLE II.
The registered office of the Company in Minnesota is: One Merrill Circle,
Energy Park, St. Paul, Minnesota 55108
ARTICLE III.
The aggregate number of shares of stock which the Company shall have
authority to issue is ten thousand (10,000) shares, all of which shall be
designated common stock, $0.01 par value (the "Common Stock'). Shares of Common
Stock of the Company acquired by the Company shall become authorized but
unissued shares and may be reissued as provided in these Articles of
Incorporation.
ARTICLE IV.
The name and address of the incorporator of this Company are:
NAME ADDRESS
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Norma J. Williams Merrill Corporation
One Merrill Circle
St. Paul, MN 55108
ARTICLE V.
No shareholder of this Company shall have any cumulative voting rights.
ARTICLE VI.
No shareholder of this company shall have any preemptive rights by virtue
of Section 302A.413 of the Minnesota Statutes (or similar provisions of future
law) to subscribe for, purchase or acquire any shares of the Company of any
class, whether unissued or no or hereafter authorized, or any obligations or
other securities convertible into or exchangeable for any such shares.
Page 1 of 2
ARTICLE VII.
Any action required or permitted to be taken at a meeting of the Board of
Directors of this Company 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 Board
of Directors at which all directors are present.
ARTICLE VIII.
No director of this Company shall be personally liable to the Company or
its shareholders for monetary damages for breach of fiduciary duty by such
director as a director; provided, however, that this Article VIII shall not
eliminate or limit the liability of a director to the extend provided by
applicable law (i) for any breach of the director's duty of loyalty to the
Company 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
Section 302A.559 or Section 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 effective date of
this Article VIII. If the Section 302A of the Minnesota Statutes is hereinafter
amended to authorize the further elimination or limitation of the liability of
directors, then the liability of a director of the Company in addition to the
limitation and elimination of personal liability provided herein, shall be
eliminated or limited to the fullest extend permitted by the Minnesota Statutes,
as so amended. No amendment to or repeal of this Article VIII 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 rcpeal.
ARTICLE IX.
The Company shall indemnify its officers and directors to the fullest
extent permissible under the provisions of Chapter 302A of the Minnesota
Statutes, as amended from time to time, or as required or permitted by other
provisions of law. Any repeal or modification of this Article IX will be
prospective only and will not adversely affect any right to indemnification of a
director or officer of the Company existing at the time of such repeal or
modification.
IN WITNESS WHEREOF, I have hereunto set my hand this 11th day of March,
1999.
INCORPORATOR
/s/ Norma J. Williams
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Norma J. Williams
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MINNESOTA SECRETARY OF STATE
AMENDMENT OF ARTICLES OF INCORPORATION
READ INSTRUCTIONS LISTED BELOW, BEFORE COMPLETING TH1S FORM.
1. Type or print in black ink.
2. There is a $35.00 fee payable to the Secretary of State for filing this
"Amendment of Articles of Incorporation".
3. Return Completed Amendment Form and Fee to the address listed on the
bottom of the form.
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CORPORATE NAME: (List the name of the company prior to any desired name change)
MERRILL DANIELS, INC.
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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.
---------------------------------
The following amendment(s) to 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 ___.)
ARTICLE I
Article I of the Company's Articles of Incorporation is
amended in its entirety to read as follows:
The name of this corporation is
Merrill/Daniels, Inc. (the "Company").
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/ Rick Atterbury
-----------------------------------------
(Signature of Authorized Person)
Rick Atterbury, Vice President
Name and telephone number of contact person: Norma Williams (651)632-1426
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All of the information on this form is public and required in order to process
this filing. Failure to provide the requested information will prevent the
Office from approving or further processing this filing.
If you have any questions please contact the Secretary of State's office at
(651)296.2803.
RETURN TO: Secretary of State
180 State Office B1dg., 100 Constitution Ave.
St. Paul, MN 55155-1299. (651)296.2803