Exhibit 3.11
ARTICLES OF INCORPORATION
OF
MINNESOTA PRODUCTS, INC.
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The undersigned, being a natural person of the age of twenty-one (21)
years or more, acting as incorporator of a corporation under the provisions of
the Minnesota Business Corporation Act, being Chapter 301 of Minnesota Statutes,
as amended, adopt the following Articles of Incorporation:
ARTICLE I
The name of this corporation shall be MINNESOTA PRODUCTS, INC.
ARTICLE II
The period of duration of this corporation shall be perpetual.
ARTICLE III
The purposes for which this corporation is organized are as follows:
(a) General business purposes.
(b) To do everything necessary, proper, advisable or convenient for the
accomplishment of the purposes hereinabove set forth and to do all
other things incidental thereto or connected therewith which are not
forbidden by the laws under which this corporation is organized, by
other laws, or by these Articles of Incorporation.
ARTICLE IV
This corporation shall have all the powers granted to private corporations
organized for profit by said Minnesota Business Corporation Act, and in
furtherance and not in limitation of the powers conferred by the laws of the
State of Minnesota upon corporations organized for the foregoing purposes, the
corporation shall have the power:
(a) To acquire, hold, mortgage, pledge or dispose of the shares, bonds,
securities or other evidences of indebtedness of the United States
of America, or of any domestic or foreign corporation, and while the
holder of such shares, to exercise all the privileges of ownership,
including the right to vote thereon, to the same extent as a natural
person might or could do, by the president of this corporation or by
proxy appointed by him, unless some other person, by resolution of
the Board of Directors, shall be appointed to vote such shares.
(b) To purchase or otherwise acquire on such terms and in such manner as
the By-Laws of this corporation from time to time provide, and to
own and hold shares of the capital stock of this corporation, and to
reissue the same from time to time.
(c) When and as authorized by the vote of the holders of not less than a
majority of the shares entitled to vote, at a shareholders' meeting
called for that purpose or when authorized upon the written consent
of the holders of a majority of such shares, to sell, lease,
exchange, or otherwise dispose of all, or substantially all, of its
property and assets, including its goodwill, upon such terms and for
such considerations, which may be money, shares, bonds, or other
instruments, as the Board of Directors deems expedient or advisable.
(d) To acquire, hold, lease, encumber, convey, or otherwise dispose of,
either alone or in conjunction with others, real and personal
property within or without the state; and to take real and personal
property by Will or gift.
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(e) To acquire, hold, take over as a going concern and thereafter to
carry on, mortgage, sell or otherwise dispose of, either alone or in
conjunction with others, the rights, property and business of any
person, entity, partnership, association, or corporation heretofore
or hereafter engaged in any business, the purpose of which is
similar to the purposes set forth in Article III of these Articles
of Incorporation.
(f) To enter into any lawful arrangement for sharing of profits, union
of interest, reciprocal association or cooperative association with
any corporation, association, partnership, individual, or other
legal entity, for the carrying on of any business, the purpose of
which is similar to the purposes set forth in Article III of these
Articles of Incorporation, and, insofar as it is lawful, to enter
into any general or limited partnership, the purpose of which is
similar to such purposes.
ARTICLE V
Any agreement for consolidation or merger with one of more foreign or
domestic corporations may be authorized by vote of the holders of a majority of
the shares entitled to vote.
ARTICLE VI
The location and post office address of the registered office of this
corporation in the State of Minnesota is 707 Degree of Honor Building, St. Paul,
Minnesota.
ARTICLE VII
The aggregate number of shares which this corporation
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shall have authority to issue is 25,000 shares with a par value of $1.00 per
share, having an aggregate par value of $25,000, which shall be known as "Common
Stock".
(a) The holders of the Common Stock shall be entitled to receive, when
and as declared by the Board of Directors, out of earnings or
surplus legally available therefor, dividends, payable either in
cash, in property, or in shares of the capital stock of the
corporation.
(b) The Common Stock may be allotted as and when the Board of Directors
shall determine, and, under and pursuant to the laws of the State of
Minnesota, the Board of Directors shall have the power to fix or
alter, from time to time, in respect to shares then unallotted, any
or all of the following: the dividend rate; the redemption price;
the liquidation price; the conversion rights and the sinking or
purchase fund rights of shares of any class. The Board of Directors
shall also have the power to fix the terms, provisions and
conditions of options to purchase or subscribe for shares of any
class or classes, including the price and conversion basis thereof,
and to authorize the issuance thereof.
(c) No holder of stock of the corporation shall be entitled to any
cumulative voting rights.
(d) No holder of stock of the corporation shall have any preferential
pre-emptive, or other right of subscription to any shares of any
class of stock of the corporation allotted or sold, or to be
allotted or sold, and now or hereafter authorized, or to any
obligations convertible into stock of the corporation of any class,
nor any right of subscription to any part thereof.
ARTICLE VIII
The amount of stated capital with which this corporation
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will begin business will not be less than $1,000.
ARTICLE IX
Meetings of the shareholders, whether annual or special, shall be held at
the registered office of the corporation at such time and date as may be fixed
by the By-Laws, or at any other place designated by the Board of Directors
pursuant to the By-Laws or consented to in writing by all of the shareholders
entitled to vote thereat.
ARTICLE X
Section 1. The business of this corporation shall be managed by a Board of
Directors who shall be elected at the annual meeting of the shareholders,
provided, however, that vacancies in the Board of Directors may be filled by the
remaining directors and each person so elected shall be a director until his
successor is elected at an annual meeting of the shareholders or at a special
meeting duly called therefor. A director need not be a shareholder.
Section 2. The Board of Directors shall have authority to make and alter
By-Laws, subject to the power of the shareholders to change or repeal such
By-Laws, provided, however, that the Board shall not make or alter any By-Laws
fixing the number, qualifications, or term of office of Directors.
Section 3. The number of directors shall be not less
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than one (1) nor more than seven (7); provided however, that the number of
directors shall never be less than three (3) if there are at least three (3)
shareholders of the corporation. The names and post office addresses of the
first directors of the corporation, whose terms of office shall extend until the
first annual meeting of the shareholders, or until their successors are elected
and have qualified, are as follows:
Honnen S. Weiss 2301 Edgcumbe Road
St. Paul, Minnesota
Judd S. Mulally 1205 W. Como Boulevard
St. Paul, Minnesota
Terence O'Loughlin 27 Birchwood Lane
White Bear Lake, Minnesota
ARTICLE XI
The name and post office address of the incorporator of this corporation
is Honnen S. Weiss, 2301 Edgcumbe Road, St. Paul, Minnesota.
ARTICLE XII
(a) No contract or other transaction between the corporation and one or
more of its directors, officers or principal stockholders, or
between the corporation and any other corporation, firm, association
or other entity, in which one or more of such persons are directors
or officers, or are financially interested, shall be either void or
voidable for that reason alone, or by reason of the fact that one or
more interested directors were present at the meeting of the Board,
or of a committee thereof, which approved such contract or
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transaction, or that his or their votes were counted for such
purpose:
(1) If the fact of such common directorship, officership or
financial interest was disclosed or known to the Board or
committee, and the Board or committee approved such contract
or transaction by a vote sufficient for such purpose without
counting the vote of any interested or common directors; or
(2) If such common directorship, officership or financial interest
was disclosed or known to the stockholders entitled to vote
thereon, and such contract or transaction was approved by vote
of the stockholders; or
(3) If the contract or transaction was fair and reasonable as to
the corporation at the time it was approved by the Board, a
committee or the stockholders
Any such common interested directors may be counted in determining
the presence of a quorum at the meeting of the Board or of a
committee which approves such contract or transaction.
(b) The corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or
contemplated action, suit or proceeding wherever brought, whether
civil, criminal, administrative or investigative other than an
action by or in the right of the corporation by reason of the fact
that he is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
expenses, including attorneys' fees, judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corpora-
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tion and with respect to any criminal action or proceeding had no
reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent shall not of itself create a presumption that the person
did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the
corporation and with respect to any criminal action or proceeding
had reasonable cause to believe that his conduct was unlawful.
(c) The corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or
contemplated action, suit or proceeding wherever brought, by or in
the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee
or agent of the corporation or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of
the corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall
have been adjudged, be liable for negligence or misconduct in the
performance of his duty to the corporation unless and only to the
extent that the court in which such action or suit was brought shall
determine upon application that despite the adjudication of
liability but in view of all circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper.
(d) To the extent that a director, officer, employee or agent of this
corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Article
XII(b) and Article XII(c) hereof, or in defense of any claim, issue
or matter therein, he shall
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be indemnified against expenses, including attorneys' fees actually
and reasonably incurred by him in connection therewith.
(e) Any indemnification under Article XII(b) hereof, unless ordered by a
court, shall be made by this corporation only as authorized in the
specific case upon a determination that indemnification to the
director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct as set forth
in Article XII(b) hereof. Such determination shall be made:
(1) By the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action,
suit or proceeding; or
(2) If such a quorum is not obtainable, or even if obtainable, a
quorum of disinterested directors so directs by independent
counsel in a written opinion; or
(3) By the stockholders.
Any indemnification under Article XII(c) hereof must be ordered by a
court.
(f) Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the
Board of Directors in the manner provided in Article XII(e) hereof
upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by
the corporation as authorized in this section.
(g) The indemnification provided by this Article XII shall continue as
to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and
administrators of such a person. No provision made to indemnify
directors or officers for the defense of any civil or criminal
action or proceeding whether contained in these Articles
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of Incorporation or in the By-Laws of this corporation, a resolution
of the shareholders or directors of this corporation, in agreement
or otherwise, nor any award of indemnification by a court shall be
valid unless consistent with this Article XII. Nothing herein
contained shall affect any rights of indemnification to which
corporate personnel, other than directors and officers, may be
entitled by contract or otherwise under law.
(h) This corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee
or agent of this corporation or is or was serving at the request of
this corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred
by him in such capacity, provided that no indemnification shall be
made under any policy of insurance for any act which could not be
indemnified by this corporation under this Article XII.
(i) Where court approval is required under this Article XII, it shall be
obtained in the manner provided by law. No indemnification,
advancement or allowance shall be made under this Article XII where
the same is prohibited by law.
ARTICLE XIII
Any provision contained in these Articles of Incorporation may be amended
solely by the affirmative vote of the holders of a majority of the stock
entitled to vote.
IN WITNESS WHEREOF, I have hereunto set my hand this 8 day of September,
1973.
In the presence of:
/s/ Marvel Ashby
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/s/ Honnen S. Weiss
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Honnen S. Weiss
/s/ Jean M. [ILLEGIBLE]
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STATE OF MINNESOTA )
) ss.
COUNTY OF RAMSEY )
On this 8th day of September, 1973, before me, a Notary Public within and
for said County, personally appeared Honnen S. Weiss, to me known to be the same
person named in the foregoing instrument, and who acknowledged that he executed
the same as his free act and deed.
/s/ Marvel Ashby
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MARVEL ASHBY
NOTARY PUBLIC - MINNESOTA
[SEAL] RAMSEY COUNTY
My Comm. Expires Nov. 14, 1979
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STATE OF MINNESOTA
DEPARTMENT OF STATE
I hereby certify that the within instrument was filed for record in this office
on the 13 day of Sept. A.D. 1973, at 8:00 o'clock a.m., and was duly recorded in
Book L-41 of incorporations on page 651
/s/ Arlen L. Erdahl
Secretary of State
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