ELECTION TO BECOME GOVERNED BY CHAPTER 302A
AND CERTIFICATE OF AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
SOUND OF MUSIC, INC.
We, the undersigned officers of Sound of Music, Inc., a corporation subject
to the provisions of Chapter 301 Minnesota Statutes, do hereby certify that
resolutions as hereinafter set forth were adopted on the 16th day of February,
1983, by the affirmative vote of the holders of at least two-thirds of the
voting power of all shares entitled to vote:
RESOLVED:
That the Sound of Music, Inc. elects to be governed by the provisions
of Minnesota Statutes 302A and accepts all of the duties and
responsibilities set forth therein.
RESOLVED
FURTHER:
That the Articles of Incorporation of Sound of Music, Inc. be, and
they hereby are, amended and restated to supersede and take the place of
the existing Articles and to be consistent with the requirements and
provisions under Minnesota Statutes 302A, as follows:
"AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
SOUND OF MUSIC, INC.
Sound of Music, Inc. does hereby adopt the following
Amended and Restated Articles of Incorporation:
ARTICLE I
NAME
The name of this corporation shall be Best Buy Co.,
Inc.
ARTICLE II
REGISTERED OFFICE
The registered office of this corporation is located at
900 East 80th Street, Bloomington, MN 55420.
ARTICLE III
BOARD OF DIRECTORS
The names and addresses of the members of the Board of
Directors at the time of the
adoption of these Amended and Restated Articles are:
Name Address
---- -------
Richard M. Schulze 900 East 80th Street
Bloomington, MN 55420
Joseph Francis 300 Industrial Blvd.
Minneapolis, MN 55419
Elliot S. Kaplan 33 South Fifth Street
Minneapolis, MN 55402
ARTICLE IV
CAPITAL
The aggregate number of shares of all classes of stock
which this corporation shall have the authority to issue is
Two Million Four Hundred Thousand (2,400,000) shares
consisting of:
(1) 2,000,000 shares of common stock, par value of
$.10 per share; and
(2) 400,000 shares of preferred stock, par value $1.00
per share.
The preferred stock shall be non-voting, preferred over
the common stock as to dividends as and when declared by the
Board of Directors, redeemable in whole or in part at the
option of the corporation to the extent determined by the
Board of Directors upon issuance, and convertible share for
share into shares of the common stock of the corporation at
the option of the holder.
ARTICLE V
CLASSES AND SERIES
OF STOCK
Notwithstanding, but subject to the express provisions
of, Article IV herein, and in addition to, and not by way of
limitation of, the powers granted to the Board of Directors
by Minnesota Statutes, Chapter 302A, the Board of Directors
of this corporation shall have the power and authority to
fix by resolution any designation, class, series, voting
power, preference, right,
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qualification, limitation, restriction, dividend, time and price of
redemption, and conversion right with respect to any shares of stock
of the corporation which, from time to time, remain authorized but
unissued.
ARTICLE VI
BOARD ACTION
WITHOUT A MEETING
Any action required or permitted to be taken at any
meeting of the Board of Directors may be taken without a
meeting by written action signed by a majority of the Board
of Directors then in office, except as those matters which
require shareholder approval, in which case the written
action shall be signed by all members of the Board of
Directors then in office.
ARTICLE VII
CUMULATIVE VOTING
No stockholder of this corporation shall be entitled to
any cumulative voting rights.
ARTICLE VIII
PREFERENTIAL RIGHTS
No stockholder of this corporation shall have any
preferential, pre-emptive, or other rights of subscription
to any shares of any class or series of stock of this
corporation allotted or sold or to be allotted or sold
whether now or hereafter authorized, or to any obligations
or securities convertible into any class or series of stock
of this corporation."
RESOLVED
FURTHER:
That the President and Secretary of this corporation be, and they
hereby are, authorized, empowered and directed to make, execute and
acknowledge such documents as may be required by Minnesota Statutes 302A to
reflect this amendment and restatement of the Articles of Incorporation and
to cause such document or documents to be filed for record in the manner
required by law.
-3-
/s/ Richard M. Schulze
------------------------------------
Richard M. Schulze
President
/s/ Elliot S. Kaplan
-----------------------------------
Elliot S. Kaplan
Secretary
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this 16th day of
February, 1983, by Richard M. Schulze and Elliot S. Kaplan, the President and
Secretary, respectively, of Sound of Music, Inc., a Minnesota corporation, on
behalf of the corporation.
/s/ Jean Giese
-----------------------------------
Notary Public
(Seal of the Minnesota
Secretary of State
dated February 18, 1983)
-4-
State of Minnesota See instructions
Office of the Secretary of State on reverse side
for completing
this form.
CERTIFICATE OF CHANGE OF REGISTERED OFFICE
by
- - --------------------------------------------------------------------------------
Name of Corporation
BEST BUY CO., INC.
- - --------------------------------------------------------------------------------
Pursuant to Minnesota Statutes Section 301.33, 302A.123 or 317.19, the
undersigned hereby certifies that the Board of Directors of the above named
Minnesota corporation has resolved to change the corporation's registered
office:
- - --------------------------------------------------------------------------------
FROM Address
(No. & Street) 900 East 80th Street
- - --------------------------------------------------------------------------------
County ZIP
City Bloomington Hennepin MN 55420
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
TO Address 12600 W. Frontage Road
(No. & Street) Interstate 35W at Hwy. 13
- - --------------------------------------------------------------------------------
County ZIP
City Burnsville Dakota MN 55337
- - --------------------------------------------------------------------------------
The effective date of the change will be the day of filing of this certificate
with the Secretary of State.
- - --------------------------------------------------------------------------------
Name of Officer or Other Authorized Agent of Corporation Signature
Richard M. Schulze /s/ Richard M. Schulze
- - --------------------------------------------------------------------------------
Title or Office Date
President February 21, 1984
- - --------------------------------------------------------------------------------
STATE OF MINNESOTA ) REQUIRED FOR CH. 302A CORPORATIONS ONLY
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this 21st day of
February, 1984.
/s/ David G. Reinhart
------------------------------------------
Notary Public
DO NOT WRITE BELOW THIS LINE. FOR SECRETARY OF STATE'S USE ONLY.
- - --------------------------------------------------------------------------------
Receipt Number File Data
- - --------------------------------------------------------------------------------
691282 (Seal of Minnesota Secretary of
State dated March 16, 1984)
- - --------------------------------------------------------------------------------
ARTICLES OF AMENDMENT
OF
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
BEST BUY CO., INC.
WE, THE UNDERSIGNED, officers of Best Buy Co., Inc., a corporation
subject to the provisions of Chapter 302A, Minnesota Statutes, do hereby certify
that resolutions as hereinafter set forth were adopted on the 22nd day of
February, 1985, by the affirmative vote of the holders of a majority of the
voting power of the shares present and entitled to vote:
RESOLVED:
That the shareholders of this corporation hereby amend
Article IV and Article V of the corporation's Amended and
Restated Articles of Incorporation to read as follows:
"ARTICLE IV
CAPITAL
The aggregate number of shares of all classes of stock which
this corporation shall have the authority to issue as Five
Million Four Hundred Thousand (5,400,000) shares consisting of:
(1) 5,000,000 shares of Common Stock, par value
$0.10 per share; and
(2) 400,000 shares of Preferred Stock, par value
$1.00 per share.
The holders of common shares shall have one (1) vote for
each common share held of record on each matter submitted to the
holders of common shares.
ARTICLE V
CLASSES AND SERIES
OF PREFERRED STOCK
The shares of the Preferred Stock may be issued from time to
time by the Board of Directors in one or more series with such
designations, relative rights, preferences, limitations, dividends,
rights, redemption prices, liquidation prices, conversion rights,
sinking or purchase fund rights or other privileges as the Board of
Directors may establish, fix or determine."
/s/ Richard M. Schulze
-----------------------------------
Richard M. Schulze, President
/s/ Elliot S. Kaplan
-----------------------------------
Elliot S. Kaplan, Secretary
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this 22nd day of
February, 1985, by Richard M. Schulze and Elliot S. Kaplan, the President and
Secretary, respectively, of Best Buy Co., Inc., a Minnesota corporation, on
behalf of the corporation.
/s/ Jeanne L. Meisser
-----------------------------------
Notary Public
(Seal of the Minnesota
Secretary of State
dated February 25, 1985)
State of Minnesota See instructions
Office of the Secretary of State on reverse side
for completing
this form.
CERTIFICATE OF CHANGE OF REGISTERED OFFICE
by
- - --------------------------------------------------------------------------------
Name of Corporation
BEST BUY CO., INC.
- - --------------------------------------------------------------------------------
Pursuant to Minnesota Statutes Section 301.33, 302A.123 or 317.19, the
undersigned hereby certifies that the Board of Directors of the above named
Minnesota corporation has resolved to change the corporation's registered
office:
- - --------------------------------------------------------------------------------
FROM Address
(No. & Street) 900 East 80th Street
- - --------------------------------------------------------------------------------
County ZIP
City Bloomington Hennepin MN 55420
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
TO Address
(No. & Street) 4400 West 78th Street
- - --------------------------------------------------------------------------------
County ZIP
City Bloomington Hennepin MN 55435
- - --------------------------------------------------------------------------------
The effective date of the change will be the day of filing of this certificate
with the Secretary of State.
- - --------------------------------------------------------------------------------
Name of Officer or Other Authorized Agent of Corporation Signature
Elliot S. Kaplan /s/ Elliot S. Kaplan
- - --------------------------------------------------------------------------------
Title or Office Date
Secretary March 12, 1986
- - --------------------------------------------------------------------------------
STATE OF MINNESOTA ) REQUIRED FOR CH. 302A CORPORATIONS ONLY
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this 12th day of
March, 1986.
/s/ Betty Goodale
-----------------------------------------------------------
Notary Public
DO NOT WRITE BELOW THIS LINE. FOR SECRETARY OF STATE'S USE ONLY.
- - --------------------------------------------------------------------------------
Receipt Number File Data
- - --------------------------------------------------------------------------------
902453 (Seal of Minnesota Secretary of State
dated March 17, 1986.)
- - --------------------------------------------------------------------------------
ARTICLES OF AMENDMENT
OF
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF BEST BUY CO., INC.
WE, THE UNDERSIGNED, officers of Best Buy Co., Inc., a corporation subject
to the provisions of Chapter 302A, Minnesota Statutes, do hereby certify that
resolutions as hereinafter set forth were adopted on the 9th day of May, 1986,
by the affirmative vote of the holders of a majority of the voting power of the
shares present and entitled to vote:
RESOLVED:
That the shareholders of this corporation hereby amend Article IV of
the corporation's Amended and Restated Articles of Incorporation to read as
follows:
ARTICLE IV
CAPITAL
The aggregate number of shares of all classes of stock
which this corporation shall have the authority to issue is
Thirty Million Four Hundred Thousand (30,400,000) shares
consisting of:
(1) 30,000,000 shares of Common Stock, par value
of $0.10 per share; and
(2) 400,000 share of Preferred Stock, par value
$1.00 per share.
The holders of shares of Common Stock shall have (1) vote
for each share of Common Stock held of record on each matter
submitted to the holders of shares of Common Stock.
RESOLVED
FURTHER:
That the President, and such other officer or officers as he may
designate, be, and they hereby, are authorized, empowered and directed to
make, execute and acknowledge such documents as may be required by
Minnesota Statutes, Chapter 302A, to reflect this amendment to the Articles
of Incorporation and to cause such document or documents to be filed for
record in the manner required by law.
* * * *
RESOLVED:
That the shareholders of this corporation hereby adopt a new Article,
Article IX, to the corporation's Amended and Restated Articles of
Incorporation, the text of which Article IX is set forth in Appendix A
hereto and incorporated herein by this reference.
RESOLVED
FURTHER:
That the President, and such other officer or officers as he may
designate, be, and they hereby, are authorized, empowered and directed to
make, execute and acknowledge such documents as may be required by
Minnesota Statutes, Chapter 302A, to reflect this amendment to the Articles
of Incorporation and to cause such document or documents to be filed for
record in the manner required by law.
* * * *
RESOLVED:
That the shareholders of this corporation hereby adopt a new Article,
Article X, to the corporation's Amended and Restated Articles of
Incorporation, the text of which Article X is set forth in Appendix B
hereto and incorporated herein by this reference.
FURTHER
RESOLVED:
That the President, and such other officer or officers as he may
designate, be, and they hereby, are authorized, empowered and directed to
make, execute and acknowledge such documents as may be required by
Minnesota Statutes, Chapter 302A, to reflect this amendment to the Articles
of Incorporation and to cause such document or documents to be filed for
record in the manner required by law.
/S/Richard M. Schulze
----------------------------------
Richard M. Schulze, President
/s/Elliot S. Kaplan
----------------------------------
Elliot S. Kaplan, Secretary
-2-
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this 9th day of May,
1986, by Richard M. Schulze and Elliot S. Kaplan, the President and Secretary,
respectively, of Best Buy Co., Inc., a Minnesota corporation, on behalf of the
corporation.
/s/Cynthia L. Doerr
----------------------------------
Notary Public
-3-
APPENDIX A
ARTICLE IX
REGULATION OF CERTAIN EVENTS
SECTION 1. DEFINITIONS. As used in this Article IX (and, in some
cases, Article X, hereof) the following terms and phrases shall have the
respective meanings hereinafter set forth.
(a) The term "Affiliate", used to indicate a relationship with any
specified Person, shall mean any Person (except this corporation or any
Person Controlled by this corporation none of the voting securities of or
equity interests in which is owned directly or indirectly by the specified
Person or any Affiliate or Associate of the specified Person) who directly,
or indirectly through one or more intermediaries, Controls, is Controlled
by or is under common Control with the specified Person.
(b) The term "Associate", used to indicate a relationship with any
specified Person, shall mean any Person who is, or was within a period of
five (5) years prior to the time of determination, an officer, director,
employee, partner, trustee, agent, owner of five percent (5%) or more of
the voting securities or (if not a partner) equity interests, or Member of
the Immediate Family of, with or in a specified Person or any Affiliate or
Associate of the specified Person.
(c) A Person shall conclusively be a "Beneficial Owner" of shares of
Voting Stock of this corporation (1) which such Person or any of its
Affiliates or Associates owns legally or beneficially, directly or
indirectly, (2) which such Person or any of its Affiliates or Associates
has, directly or indirectly, (i) the right to acquire (whether such right
is exercisable immediately or after the passage of time) pursuant to any
agreement, arrangement or understanding or upon the exercise of conversion
rights, exchange rights, warrants or options, or otherwise, or (ii) the
right to vote pursuant to any agreement, arrangement or understanding, or
otherwise, or (3) which are Beneficially Owned, directly or indirectly, by
any other Person with which such Person or any of its Affiliates or
Associates has any agreement, arrangement or understanding for the purpose
of acquiring, holding, voting or disposing of any shares of Voting Stock of
this corporation. Shares of Voting Stock of this corporation of which a
Person is the Beneficial Owner shall be "Beneficially Owned" by such
Person.
(d) The phrase "Business Combination" shall mean (1) any merger,
consolidation, combination or reorganization of this corporation or a
Subsidiary with or into a Related Person, (2) any sale, lease, exchange,
transfer, mortgage,
pledge or other disposition (whether in one transaction or in a series of
transactions) of all or any Substantial Part of the Assets of this
corporation (including without limitation any securities of a Subsidiary)
or of a Subsidiary to a Related Person, (3) any sale, lease, exchange,
transfer, mortgage, pledge or other disposition (whether in one transaction
or in a series of transactions) of all or any Substantial Part of the
Assets of a Related Person to this corporation or to a Subsidiary, (4) the
issuance of any securities of this corporation or of a Subsidiary to a
Related Person, (5) the acquisition by this corporation or by a Subsidiary
of any securities issued by or at the request of a Related Person, (6) any
reclassification of securities (including any combination [reverse split]
thereof) or recapitalization of this corporation, or any merger or
consolidation of this corporation with any Subsidiary or any other
transaction (whether or not with or into or otherwise involving a Related
Person) which has the effect, directly or indirectly, of increasing the
percentage of the outstanding shares of any class or series of equity
securities, or securities convertible into equity securities, of this
corporation or any Subsidiary which is Beneficially Owned by a Related
Person, (7) any loan or other extension of credit by this corporation or a
Subsidiary to a Related Person or any guarantee by this corporation or a
Subsidiary of any loan or other extension of credit by any Person to a
Related-Person, (8) the adoption of any plan or proposal for the
dissolution, liquidation or termination of this corporation or any
Subsidiary proposed by or on behalf of a Related Person, or (9) any
agreement, contract or other arrangement providing for any of the foregoing
transactions.
(e) The phrase "Continuing Director" shall mean (1) any member of the
Board of Directors of this corporation (i) who was a member of the Board of
Directors at the adjournment of the meeting at which this Article IX was
approved by the stockholders of this corporation, or (ii) became a member
of the Board of Directors prior to the time that any Person becomes a
Related Person, and (2) any successor to a Continuing Director who is not
an Affiliate, Associate or otherwise a representative of a Related Person
and is nominated or elected to succeed a Continuing Director by a majority
of the remaining Continuing Directors at a meeting at which a Continuing
Director Quorum is present.
(f) The phrase "Continuing Director Quorum" shall mean a majority of
those members of the Board of Directors who are Continuing Directors.
(g) The term "Control" and all words derived therefrom shall mean the
possession, directly or indirectly, of the powers to direct or cause the
direction of the management and
-2-
policies of a Person, whether through the ownership of voting securities,
by contract or otherwise.
(h) The phrase "Member of the Immediate Family", used to indicate a
relationship with any specified Person, shall mean any of such Person's
spouse, parents, children, siblings, mothers-in-law, fathers-in-law, sons-
in-law, daughters-in-law, brothers-in-law and sisters-in-law.
(i) The term "Person" shall mean any individual, firm, corporation or
other entity.
(j) The phrase "Related Person" shall mean any Person that is the
Beneficial Owner of five percent (5%) or more of the shares of Voting Stock
of this corporation deemed to be outstanding, other than (1) any individual
or trust that was the Beneficial Owner of five percent (5%) or more of such
outstanding shares on March 14, 1986, the estate of such individual, and
any other Person that is a Beneficial Owner of five percent (5%) or more of
such outstanding shares solely by reason of such individual, trust or
estate being an Affiliate or Associate of such other Person, and (2) any
pension, profit-sharing, employee stock ownership or other employee benefit
plan of this corporation or any Subsidiary or any trustee or other
fiduciary with respect to any such plan when acting in such capacity. For
the purpose of determining whether a Person is a Related Person, the number
of shares of Voting Stock of this corporation deemed to be outstanding
shall include all shares of Voting Stock issuable by this corporation which
are Beneficially Owned by such Person through application of the provisions
of paragraph (c) of this Section 1, but shall not include any other shares
of Voting Stock which may be issuable by this corporation to any other
Person pursuant to any agreement, arrangement or understanding, or upon
exercise of conversion rights, exchange rights, warrants or options, or
otherwise.
(k) The term "Subsidiary" shall mean any corporation more than fifty
percent (50%) of any class of equity securities of which is owned, directly
or indirectly, by this corporation.
(l) The phrase "Substantial Part of the Assets" shall mean assets
individually valued at fair market value or book value, whichever is
greater, equal in the aggregate to more than ten percent (10%) of the
lesser of the fair market value or book value of the total assets of a
Person as of the end of its most recent fiscal year ending prior to the
time the determination is made.
(m) The phrase "Voting Stock" shall mean all of the outstanding
shares of capital stock of this corporation then
-3-
entitled to vote for the election of directors, and each reference to a
percentage majority of the shares of Voting Stock shall refer to such
percentage of the voting power of all such shares voting as one class.
SECTION 2. SUPERMAJORITY VOTES.
(a) Except as set forth in Section 3 of this Article IX, and
notwithstanding any other provision seemingly to the contrary in law, these
Articles of Incorporation or the By-laws of this corporation,
(1) the affirmative vote of the holders of at least eighty
percent (80%) of the outstanding shares of Voting Stock of this
corporation; and
(2) the affirmative vote of the holders of at least sixty-six
and two-thirds percent (66-2/3%) of the outstanding shares of Voting
Stock of this corporation that are Beneficially Owned by stockholders
other than and except for any Related Person,
shall be required for the approval or authorization of any Business
Combination in which this corporation is or is intended to be a party, and
such affirmative votes by stockholders shall be required notwithstanding
the fact that, absent this Article IX, no vote may be required, or that the
affirmative vote of the holders of a lesser majority percentage of Voting
Stock may be permitted, by law or otherwise.
(b) Notwithstanding anything seemingly to the contrary in law, these
Articles of Incorporation or the By-laws of this corporation, the
affirmative vote of seventy-five percent (75%) of the voting power of the
entire Board of Directors shall be required with respect to the mortgage,
pledge or grant of a security interest (whether in a single transaction or
a series of transactions) of or in all or any Substantial Part of the
Assets of this corporation or a Subsidiary to a Related Person.
SECTION 3. WHEN INAPPLICABLE.
(a) The provisions of Section 2 of this Article IX shall not be
applicable to a Business Combination, and such Business Combination shall
require only such affirmative vote as may otherwise be required by law or
otherwise, if either:
(1) the Business Combination shall have been approved by a
majority of Continuing Directors at a meeting at which a Continuing
Director Quorum is present; PROVIDED, HOWEVER, that with respect to
the mortgage,
-4-
pledge or granting of a security interest of or in all or any
Substantial Part of the Assets of this corporation or a Subsidiary to
a Related Person, the provisions of Section 2(a) of this Article IX
shall not be applicable if such mortgage, pledge or grant of a
security interest shall have been approved by seventy-five percent
(75%) of the voting power of the entire Board of Directors; or
(2) the Business Combination shall involve solely a merger or
consolidation between this corporation and a Subsidiary in which a
Related Person has no direct or indirect interest (other than an
interest arising solely by reason of the Related Person's interest in
this corporation); PROVIDED, HOWEVER, that (i) if this corporation
shall not be the surviving corporation, all stockholders of this
corporation shall be entitled to receive the same amount and type of
consideration in such transaction with respect to each share of each
class or series of the capital stock of this corporation owned by
them, (ii) as a condition precedent to consummation of such
transaction, the provisions of Article IX and Article X of these
Articles of Incorporation shall be continued in effect or adopted by,
such surviving corporation as part of its articles or certificate of
incorporation, as the case may be, and such articles or certificate
shall include no provision inconsistent with the provisions of Article
IX and Article X of these Articles of Incorporation, and (iii) as a
condition precedent to consummation of such transaction, the
provisions of Section 1 of Article III of this corporation's By-Laws
shall continue in effect or shall be adopted by such surviving
corporation as part of its Bylaws, and neither such By-laws nor the
articles or certificate of incorporation of the surviving corporation
shall include any provision inconsistent with the provisions of
Section 1 of Article III of this corporation's By-laws.
(b) In addition to, and not in limitation of the foregoing Subsection
3(a), the provisions of Subsection 2(a)(2) of this Article IX shall not be
applicable to any merger, consolidation, combination or reorganization of
this corporation with or into, or the adoption of any plan or proposal for
the dissolution, liquidation or termination of this corporation proposed by
or on behalf of, any Related Person, and any such specified Business
Combination shall require only such affirmative vote as may otherwise be
required by law or otherwise, if a majority of the Continuing Directors
determines, at a meeting of the Board of Directors at which a Continuing
Director Quorum is present, that each holder of shares of each class or
series of the capital stock of this corporation, other than the Related
Person, will
-5-
receive in such Business Combination a cash consideration in an amount not
less than the highest price per share (with appropriate adjustments for any
stock dividends, stock splits, recapitalizations and other similar
distributions or transactions) paid by the Related Person in acquiring any
shares of the capital stock of this corporation of the same class or
series, whether such highest price per share was paid in cash, securities
or any combination thereof.
SECTION 4. FIDUCIARY DUTY. Nothing contained in this Article IX
shall be construed to relieve any Related Person of any fiduciary obligation
imposed upon it by law.
SECTION 5. POWERS OF BOARD. A majority of the Continuing Directors
shall have the power and duty to determine, at a meeting of the Board of
Directors at which a Continuing Director Quorum is present, on the basis of the
definitions provided in Section 1 of this Article IX and the information then
known to them, whether (a) any Person is a Related Person, (b) any Person is an
Affiliate or Associate of another, (c) any Business Combination relates to a
Substantial Part of the Assets of any Person, (d) any director is a Continuing
Director and is acting at a meeting at which a Continuing Director Quorum is or
was present, and (e) the cash consideration to be received by each holder of
shares of each class or series of the capital stock of this corporation meets
the test expressed in Subsection 3(b) of this Article IX. Any such
determination made in good faith by a majority of the Continuing Directors shall
be conclusive and binding for all purposes of this Article IX.
SECTION 6. DUTIES OF BOARD. The fact that any action or transaction
complies with the provisions of this Article IX shall not be construed to waive
or satisfy any other requirements of law, these Articles of Incorporation or the
By-laws of this corporation, or to impose any fiduciary duty, obligation or
responsibility on the Board of Directors or any member thereof, to approve such
action or transaction or recommend its adoption or approval to the stockholders
of this corporation, nor shall such compliance limit, prohibit or otherwise
restrict in any manner the Board of Directors, or any member thereof, with
respect to evaluations of or actions and responses taken with respect to such
action or transaction. The directors of this corporation, when evaluating any
Business Combination, shall, in the exercise of their judgment in determining
what is in the best interests of this corporation and its stockholders, give due
consideration to all relevant factors, including without limitation, the social
and economic effects on the employees, customers, suppliers and other
constituents of this corporation and its Subsidiaries and on the communities in
which this corporation and its Subsidiaries operate or are located.
-6-
SECTION 7. AMENDMENT OF ARTICLE IX. The foregoing provisions of this
Article IX may be amended, altered or repealed only at a meeting of stockholders
by the affirmative vote of (a) the holders of at least eighty percent (80%) of
the shares of Voting Stock entitled to vote on amendments to these Articles of
Incorporation; and, in addition, (b) the holders of at least sixty-six and two-
thirds percent (66-2/3%) of the outstanding shares of Voting Stock of this
corporation that are Beneficially Owned by stockholders other than Related
Persons; PROVIDED, HOWEVER, that the provisions of this Section 7 shall not
apply to any such amendment, alteration or repeal that shall have been approved
and recommended to the shareholders for approval by a majority of Continuing
Directors at a meeting at which a Continuing Director Quorum is present.
SECTION 8. REMOVAL OF DIRECTORS. A director may be removed from
office, (a) for cause, by the affirmative vote of a majority of the remaining
directors, or the affirmative vote of the holders of a majority of the Voting
Stock in attendance at a duly convened meeting of the stockholders; and (b)
without cause, by the affirmative vote, at a meeting called for that purpose, of
the holders of at least eighty percent (80%) of the outstanding shares of Voting
Stock.
SECTION 9. AMENDMENT OF BY-LAWS. The provisions of Section 1 of
Article III of this corporation's By-Laws may be amended, altered or repealed
only at a meeting of stockholders, called for such purpose, by the affirmative
vote of the holders of at least eighty percent (80%) of the outstanding shares
of Voting Stock; PROVIDED, HOWEVER, that, notwithstanding the foregoing
requirement, the Board of Directors may amend such Section 1 to increase the
number of directors in the manner prescribed by law.
-7-
APPENDIX B
ARTICLE X
STOCK REPURCHASES FROM CERTAIN STOCKHOLDERS
SECTION 1. DEFINITIONS. As used in this Article X, the following
terms and phrases shall have the respective meanings hereinafter set forth.
(a) The term "Affiliate" shall have the same meaning as provided in
Subsection 1(a) of Article IX of these Articles of Incorporation.
(b) The term "Associate" shall have the same meaning as provided in
Subsection 1(b) of Article IX of these Articles of Incorporation.
(c) The phrases "Beneficial Owner" and "Beneficially Owned" shall
have the same meanings as provided in Subsection 1(c) of Article IX of
these Articles of Incorporation.
(d) The term "Person" shall have the same meaning as provided in
Subsection 1(i) of Article IX of these Articles of Incorporation.
(e) The phrase "Public Transaction" shall mean any (1) purchase of
voting securities offered pursuant to an effective registration statement
filed pursuant to the Securities Act of 1933, or (2) open market purchase
of voting securities if, in either such case, the price and other terms of
sale are not negotiated by the purchaser and seller of the legal or
beneficial interest in such voting securities.
(f) The term "Subsidiary" shall have the same meaning as provided in
Subsection 1(k) of Article IX of these Articles of Incorporation.
(g) The phrase "Substantial Stockholder" shall mean any Person or
group of two or more Persons who have agreed to act together for the
purpose of acquiring, holding, voting or disposing of voting securities of
this corporation who, (1) individually or together with its or their
Associates or Affiliates, in the aggregate, is or are the Beneficial
Owner(s) of securities of this corporation, or securities convertible into
securities of this corporation, representing ten percent (10%) or more of
the Voting Stock, or (2) is or are assignee(s) of or has or have otherwise
succeeded as, directly or indirectly, the Beneficial Owner(s) of any voting
securities, or securities convertible into voting securities, of this
corporation which were at any time within the three-year period immediately
prior to the date in question Beneficially Owned by a Substantial
Stockholder or any of its
Associates or Affiliates, unless such assignment or succession shall have
occurred pursuant to any Public Transaction or series of Public
Transactions; PROVIDED, HOWEVER, that the term "Substantial Stockholder"
shall not include any benefit plan or trust now or hereafter established by
this corporation or any or any of its Subsidiaries for the benefit of the
employees of this corporation and/or any of its Subsidiaries or any
trustee, agent or other representative of any such plan or trust.
(h) The phrase "Unaffiliated Director" shall mean a director who is
not a Substantial Stockholder, its Affiliate or Associate, or is not
otherwise related thereto; PROVIDED, HOWEVER, that no director shall be
considered to be an Unaffiliated Director unless such director became a
director of this corporation prior to the transaction or transactions in
which such Substantial Stockholder or Substantial Stockholders became such,
or was nominated, appointed or elected as a director of this corporation
with the approval of at least two-thirds of the Unaffiliated Directors in
office at the time of such director's nomination, appointment or election.
(i) The phrase "Voting Stock" shall have the same meaning as provided
in Subsection 1(m) of Article IX of these Articles of Incorporation.
SECTION 2. EXTRAORDINARY VOTE OF STOCKHOLDERS. Notwithstanding any
provision seemingly to the contrary in law, these Articles of Incorporation or
the By-laws of this corporation, the affirmative vote of holders of not less
than eighty percent (80%) of the Voting Stock of this corporation held by
stockholders other than a Substantial Stockholder, or its Affiliates or
Associates, shall be required to approve the purchase or other acquisition by
this corporation of shares of capital stock of this corporation if:
(a) such shares of capital stock are purchased from any Substantial
Stockholder, its Affiliates or Associates at a price more than one hundred
and five percent (105%) of the average closing price for shares of capital
stock of the same class (as the shares of capital stock being purchased
from the Substantial Stockholder, its Affiliates or Associates), in the
principal public market in which such shares of capital stock are actively
traded, during the most recent five (5) trading days during which such
shares have been traded preceding such purchase, or, if earlier, during
the most recent five (5) trading days during which such shares have been
traded preceding the date upon which this corporation and the Substantial
Stockholder, its Affiliates or Associates enter into a binding agreement
for such purchase; or if such shares are of a class or series not traded in
a public market,
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then at a price more than one hundred and five percent (105%) of the
redemption price, if any, pertaining to such shares; or, if there is no
such redemption price, at a price more than one hundred and five percent
(105%) of the liquidation preference, if any, pertaining to such shares;
or, if there is no such liquidation preference, at a price one hundred and
five percent (105%) of the price(s) paid by such Substantial Stockholder,
its Affiliates or Associates in acquiring such shares, determined on a
first-in, first-out basis;
(b) the Substantial Stockholder, its Affiliates or Associates has
Beneficially Owned the shares of capital stock being purchased or any of
them for less than three (3) years; and
(c) all other holders of shares of capital stock of the same class or
series are not contemporaneously afforded the opportunity to sell to this
corporation or any other Person, on terms and at a price determined by a
majority of the Unaffiliated Directors of this corporation to be
substantially as favorable as those afforded to the Substantial
Stockholder, its Affiliates or Associates, the same percentage of such
shares of capital stock held by them as equals that percentage of the
shares of capital stock Beneficially Owned by the Substantial Stockholder
which are to be purchased from the Substantial Stockholder, its Affiliates
or Associates by this corporation.
SECTION 3. DETERMINATIONS BY UNAFFILIATED DIRECTORS. In the context
of any transaction described in Section 2 of this Article X, the majority of the
directors who are Unaffiliated Directors with respect to such transaction shall
have the exclusive power and duty to determine, on the basis of information
known to them after reasonable inquiry, whether a Person is (a) a Substantial
Stockholder, (b) an Affiliate or Associate of a Substantial Stockholder, and (c)
an Unaffiliated Director. Any such determination of a majority of the
Unaffiliated Directors shall be final and binding in the absence of fraud or
gross negligence by such Unaffiliated Directors.
SECTION 4. AMENDMENT OF ARTICLE X. The provisions of this Article X
may be amended, altered or repealed only at a meeting of stockholders by the
affirmative vote of the holders of at least eighty percent (80%) of the shares
of Voting Stock entitled to vote on amendments to these Articles of
Incorporation; PROVIDED, HOWEVER, that the provisions of this Section 4 shall
not apply to any such amendment, alteration or repeal that shall have been
approved and recommended to the shareholders for approval by a majority of
Unaffiliated Directors.
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(Seal of Minnesota
Secretary of State
dated May 9, 1986)
-4-
ARTICLES OF AMENDMENT
OF
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
BEST BUY CO., INC.
I, THE UNDERSIGNED, Secretary of Best Buy Co., Inc., a corporation subject
to the provisions of Chapter 302A, Minnesota Statutes, do hereby certify that
resolutions as hereinafter set forth were adopted on the 15th day of July, 1987,
at a regular meeting of the shareholders of this corporation:
RESOLVED:
The shareholders of this corporation hereby amend the corporation's
Amended and Restated Articles of Incorporation to include a new Article,
Article XI, to read as follows:
ARTICLE XI
LIMITATION OF DIRECTOR LIABILITY
No director of the corporation shall be personally liable to
the corporation or its shareholders for monetary damages for
breach of fiduciary duty as a director; provided, however, that
this Article XI shall not eliminate or limit the liability of a
director (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 Section 302A.559 or 80A.23
of the Minnesota Statutes, (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 XI. If, after the effective date of this Article XI, the
Minnesota Business Corporation Act is amended to authorize the
further elimination or limitation of the liability of directors,
then, in addition to the limitation on personal liability
provided herein, the liability of a director of the corporation
shall be limited to the fullest extent permitted by such amended
Act. Any repeal or modification of this Article XI by the
shareholders of the corporation shall be prospective only and
shall not adversely affect any limitation on the personal
liability of a director of the corporation existing at the time
of such repeal or modification.
RESOLVED
FURTHER:
That the Secretary be, and he hereby is, authorized, empowered and
directed to make, execute and acknowledge such documents as may be required
by Minnesota Statutes, Chapter 302A, to reflect this amendment in the
Amended and Restated Articles of Incorporation and to cause such document
or documents to be filed for record in the manner required by law.
/S/ Elliot S. Kaplan
--------------------------------
Elliot S. Kaplan
Secretary
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this 15th day of July,
1987, by Elliot S. Kaplan, the Secretary of Best Buy Co., Inc., a Minnesota
corporation, on behalf of the corporation.
/s/ Gail E. Peterson
--------------------------------
Notary Public
(Seal of Minnesota
Secretary of State
dated July 16, 1987)
ARTICLES OF AMENDMENT OF
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF BEST BUY CO., INC.
WE, THE UNDERSIGNED, being officers of Best Buy Co., Inc., a corporation
subject to the provisions of Minnesota Statutes, Chapter 302A, of the Minnesota
Business Corporation Act, do hereby certify that the resolutions as hereinafter
set forth were adopted on the 13th day of January, 1994, by the affirmative vote
of the holders of a majority of the voting power of the shares present and
entitled to vote:
RESOLVED:
That the Shareholders of this corporation do hereby amend Article IV of the
corporation's Amended and Restated Articles of Incorporation to read as follows:
ARTICLE IV
CAPITAL
The aggregate number of shares of all classes of stock which this
corporation shall have the authority to issue is One Hundred Twenty
Million Four Hundred Thousand (120,400,000) shares consisting of:
(1) 120,000,000 shares of Common Stock, par value of $.10 per
share; and
(2) 400,000 shares of Preferred Stock, par value of $1.00 per
share.
The holders of shares of Common Stock shall have one vote for each
share of Common Stock held of record on each matter submitted to the
holders of shares of Common Stock.
RESOLVED
FURTHER:
That the Chief Executive Officer, and such other officer or officers as he
may designate, be, and they hereby are, authorized, empowered and directed to
make, execute and acknowledge such documents as may be required by Minnesota
Statutes, Chapter 302A, to reflect this amendment to the Amended and Restated
Articles of
Incorporation and to cause such document or documents to be filed for record in
the manner required by law.
/S/ Richard M. Schulze
---------------------------
Richard M. Schulze
Chief Executive Officer
/s/ Elliot S. Kaplan
---------------------------
Elliot S. Kaplan, Secretary
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this 13th day of
January, 1994, by Richard M. Schulze and Elliot S. Kaplan, the Chief Executive
Officer and Secretary, respectively, of Best Buy Co., Inc., a Minnesota
corporation, on behalf of the corporation.
/s/ Barbara J. Weiss
---------------------------
Notary Public
(Seal of Minnesota
Secretary of State dated
January 14, 1994)
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