ARTICLES OF INCORPORATION
OF
MC PUBLISHING, 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, hereby adopts the following Articles of Incorporation:
ARTICLE I.
The name of this Corporation is MC PUBLISHING, INC.
ARTICLE II.
The registered office of the Corporation in Minnesota is One Merrill Circle, St.
Paul, Minnesota 55108.
ARTICLE III.
A. The aggregate number of shares of capital stock which the Corporation
shall have authority to issue is One Thousand (1,000) shares of common
stock, per value $.01 per share.
B. There shall be no cumulative voting in the election of directors.
ARTICLE IV.
The affirmative vote of the holders of ninety percent (90%) of the issued and
outstanding shares of common stock shall be necessary to amend these Articles of
Incorporation.
ARTICLE V.
The name and mailing address of the incorporator of this Corporation is as
follows:
NAME ADDRESS
---- -------
Steven J. Machov One Merrill Circle
St. Paul, MN 55108
ARTICLE VI.
The names and mailing addresses of the first directors of this Corporation are
as follows:
NAME ADDRESS
---- -------
John Castro One Merrill Circle
St. Paul, MN 55108
Nancy Lake-Smith 1485 Edgecumbe Road
St. Paul, MN 55116
Rick Atterbury One Merrill Circle
St. Paul, MN 55108
John B. McCain One Merrill Circle
St. Paul, MN 55108
Steven J. Machov One Merrill Circle
St. Paul, MN 55108
ARTICLE VII.
The purpose of the Corporation are general business purposes.
ARTICLE VIII.
The Corporation shall have perpetual duration.
ARTICLE IX.
The Corporation 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 X.
The affirmative vote of the holders of a majority of the voting power of the
shares represented and voting at a duly held meeting is required for an action
of the shareholders, except where Chapter 302A of the Minnesota Statutes, as
amended, or these Articles require an affirmative vote of a larger majority.
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ARTICLE XI.
Shares of the Corporation acquired by the Corporation shall become authorized
but unissued shares and may be reissued as provided in these Articles.
ARTICLE XII.
A. The Board of Directors may from time to time, by vote of a majority of
its members present at a duly held meeting, adopt, amend or repeal all
or any of the Bylaws of the Corporation as permitted by Chapter 302A of
the Minnesota Statutes, as it may from time to time be amended, subject
to the power of the shareholders to adopt, amend or repeal such Bylaws.
B. The Board of Directors is authorized to accept and reject subscriptions
for and to dispose of shares of authorized stock of the Corporation,
including the granting of stock options, warrants and other rights to
purchase stock, without action by the shareholders and upon such terms
and conditions as may be deemed advisable by the Board of Directors in
the exercise of its discretion, except as otherwise limited by Chapter
302A of the Minnesota Statutes, as it may from time to time be amended.
C. The Board of Directors is authorized to issue, sell or otherwise
dispose of bonds, debentures, certificates of indebtedness and other
securities, including those convertible into stock, without action by
the shareholders and for such consideration and upon such terms and
conditions as may be deemed advisable by the Board of Directors in the
exercise of its discretion, except as otherwise limited by Chapter 302A
of the Minnesota Statutes, as it may from time to time be amended.
ARTICLE XIII.
Any action required or permitted to be taken at a meeting of the Board 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 he
taken by written consent signed by the number of directors that would be
required to take same action at a meeting at which all directors were present.
ARTICLE XIV.
Each director, officer, employee or agent, past and present, of the Corporation,
and each person who serves or may have served at the request of the Corporation
as a director, officer, employee or agent of another Corporation or an employee
benefit plan, and their respective heirs, administrators and executors, shall be
indemnified by the Corporation in accordance with, and to the fullest extent
permissible under, the provisions of Chapter 302A of the Minnesota Statutes, as
it may from time to time be amended.
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ARTICLE XV.
No director of the Corporation, including a person deemed to be a director under
applicable law, shall be personally liable to the Corporation or its
shareholders for monetary damages for breach of fiduciary duty by such director
as a director, except to the extent provided by applicable law for: (i)
liability based on a breach of the duty of loyalty to the Corporation or the
shareholders; (ii) liability for acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of law; (iii) liability
based on the payment of an improper dividend or an improper acquisition of the
Corporation's shares under Section 559 of the Minnesota Business Corporation Act
(Minnesota Statutes, Chapter 302A) or on violations of state securities laws
under Section 80A.23 of the Minnesota Statutes; (iv) liability for any
transaction from which the director derived an improper personal benefit; or (v)
liability for any act or omission occurring prior to the date that this Article
XV becomes effective. If Chapter 302A of the Minnesota Business Corporation Act
is amended hereafter 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 on personal liability provided herein, shall be
eliminated or limited to the fullest extent permitted by any such amendment. Any
repeal or modification of this Article by the shareholders of the Corporation
shall not adversely affect any right or protection of a director of the
Corporation existing at or prior to the time of such repeal or modification.
IN WITNESS WHEREOF, the above-named incorporator has executed these Articles of
Incorporation this 23rd day of November, 1988.
INCORPORATOR:
/s/ Steven J. Machov
----------------------------------
Steven J. Machov
STATE OF MINNESOTA }
} SS.
COUNTY OF RAMSEY }
The foregoing instrument was acknowledged before me this 23rd day of November,
1988, by Steven J. Machov.
/s/ Linnea J. Nash
-----------------------------------
Notary Public
[SEAL]
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STATE OF MINNESOTA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
Corporate Name: MC PUBLISHING, INC.
Date of Adoption of Amendment: March 28, 1989
Effective Date, if any, of Amendment: March 28, 1989
Amendment Approved by: Shareholders
Pursuant to the provisions of Minnesota Statutes, Section 302A.135, the
following amendment of articles regulating the above corporation were adopted:
ARTICLE I
THE NAME OF THIS CORPORATION IS MERRILL/MAGNUS PUBLISHING CORPORATION.
I swear that the foregoing is true and accurate and that I have authority to
sign this document on behalf of the Corporation.
/s/ Steven J. Machov
----------------------------------
Steven J. Machov
Secretary
State of Minnesota }
} SS.
County of Ramsey }
The foregoing instrument was acknowledged before me this 28th day of March,
1989.
/s/ Linnea Nash
----------------------------------
Linnea Nash
Notary Public