Exhibit 3(a)
RESTATED ARTICLES OF INCORPORATION
OF NORSTAN, INC.
As Amended
[SEAL]
TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:
WHEREAS, Articles of Incorporation, duly signed and acknowledged under
oath, have been filed for record in the office of the Secretary of State, on
the --1st-- day of July, A. D. 1960 for the incorporation of
Norstan Mfg. Company, Inc.
- -----------------------------------------------------------------------------
under and in accordance with the provisions of the Minnesota Business
Corporation Act, Minnesota Statutes, Chapter 301;
NOW, THERFORE, I, Joseph L. Donovan, Secretary of State of the State of
Minnesota, by virtue of the powers and duties vested in me by law, do hereby
certify that the said
Norstan Mfg. Company, Inc.
- -----------------------------------------------------------------------------
is a legally organized Corporation under the laws of this State.
Witness my official signature hereunto
subscribed and the Great Seal of the
State of Minnesota hereunto affixed this
--first-- day of July in the year of our
Lord one thousand nine hundred and sixty.
/s/ Joseph L. Donovan
------------------------------------
Secretary of State.
ARTICLES OF INCORPORATION
OF
NORSTAN MFG. COMPANY, INC.
We, the undersigned, of full age, for the purpose of forming a
corporation under and pursuant to the provisions of Chapter 301, Minnesota
Statutes, known as the Minnesota Business Corporation Act, and laws
amendatory thereof and supplementary thereto, do hereby associate ourselves
as a body corporate and adopt the following Articles of Incorporation:
ARTICLE I.
The name of this corporation is:
NORSTAN MFG. COMPANY, INC.
ARTICLE II.
Its purposes are as follows:
To design, develop, research, produce and assemble amusement and other
devices and otherwise deal in goods, wares and merchandise of every class and
description;
To hold, buy, sell, lease, mortgage or otherwise encumber real and
personal property or any interest therein, of all kinds and descriptions;
To hold, buy, sell, and invest in notes, stocks, bonds or, other
investments of all kinds; and
To engage in such other activities as in the judgment of the board of
directors are reasonably necessary to carry out any of the foregoing purposes
and, in general, to have and exercise all powers conferred by the laws of the
State of Minnesota in futherance of the purposes hereinbefore expressed.
ARTICLE III.
Its duration shall be perpetual.
ARTICLE IV.
The location and post office address of its registered office in this
state is 938 Northwestern Bank Building, Minneapolis, Minnesota.
ARTICLE V.
The amount of stated capital with which this corporation will begin
business is One Thousand and no/100 ($1,000.00) Dollars.
ARTICLE VI.
The total authorized capital stock of this corporation is one million
(1,000,000) shares of common stock of the par value of ten cents ($.10) each.
All shares, when issued, shall be fully paid for and shall be non-assessable.
The shareholders shall not have any pre-emptive rights of any kind and the
corporation by its directors may offer for sale and sell, or grant options to
subscribe for, or purchase, the same at such times and under such conditions
as shall be determined to be for the best interests of the corporation.
ARTICLE VII.
The names and post office addresses of each of the incorporators are:
Name Post Office Address
------ ----------------------
Norman H. Stensager 8228 First Avenue South, Bloomington,
Minnesota
Sheldon J. Gensler 2851 Huntington Avenue, St. Louis Park,
Minnesota
Agnes Ellefson 22 East 22nd Street, Minneapolis, Minnesota
ARTICLE VIII.
The names, post office addresses and terms of office of the first
directors are:
Name Post Office Address Term
------ ---------------------- ------
Norman H. Stensager 8228 First Avenue South, Bloomington,
Minnesota 1 year
Sheldon J. Gensler 2851 Huntington Avenue, St. Louis
Park, Minnesota 1 year
Irvin E. Schermer 2306 Parkwoods Road, St. Louis
Park, Minnesota 1 year
Fred P. Berdass 2622 Raleigh Avenue, St. Louis
Park, Minnesota 1 year
Charles C. DeMoss 3322 Holmes Avenue South,
Minneapolis, Minnesota 1 year
- 2 -
IN WITNESS WHEREOF, We have hereunto set our hands and seals this 28th day
of June, 1960.
/s/ Norman H. Stensager
IN THE PRESENCE OF: ------------------------
/s/ Irwin E. Schermer Norman H. Stensager
- ------------------------
/s/ Bernie E. Shingler
- ------------------------ /s/ Sheldon J. Gensler
------------------------
Sheldon J. Gensler
/s/ Agnes Ellefson
------------------------
Agnes Ellefson
STATE OF MINNESOTA )
) SS
COUNTY OF HENNEPIN )
On this 28th day of June, 1960, personally appeared before me, a notary
public, Norman H. Stensager, Sheldon J. Gensler and Agnes Ellefson, to me
known to be the persons named in and who executed the foregoing Articles of
Incorporation and each acknowledged this to be of his own free act and deed
for the uses and purposes therein expressed.
/s/ Irwin E. Schermer
------------------------
(Notarial Seal)
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
NORSTAN MFG. COMPANY, INC.
We, the undersigned, Norman H. Stensager and Charles C. DeMoss,
respectively the president and secretary of Norstan Mfg. Company, Inc., a
corporation subject to the provisions of Chapter 301, Minnesota Statutes
1953, known as the Minnesota Business Corporation Act, do hereby certify that
pursuant to Section 301.26, Subdivision 11 of said Act, on August 31, 1960,
by written authorization signed by all of the holders of shares of stock of
said corporation who would be entitled to a notice of meeting of
shareholders, Article I. of the Articles of Incorporation of said corporation
was amended to read as follows:
"ARTICLE I.
The name of this corporation is: NORSTAN RESEARCH
& DEVELOPMENT COMPANY."
IN WITNESS WHEREOF, We have subscribed our names and caused the
corporate seal of said corporation to be hereto affixed this 14th day of
September, 1960.
NORSTAN MFG. COMPANY, INC.
By /s/ Norman H. Stensager
-------------------------
Its President
And /s/ Charles C. DeMoss
------------------------
Its Secretary
STATE OF MINNESOTA )
)SS
COUNTY OF HENNEPIN )
Norman H. Stensager and Charles C. DeMoss, being first duly sworn, on
oath depose and say: that they are respectively the president and secretary
of Norstan Mfg. Company, Inc., the corporation named in the foregoing
certificate; that said certificate contains a true statement of the action of
the shareholders of said corporation, duly held as aforesaid; that the seal
attached is the corporate seal of said corporation; that said certificate is
executed on behalf of said corporation, by its express authority; that they
further acknowledged the same to be their free act and deed and the free act
and deed of said corporation.
/s/ Norman H. Stensager
---------------------------
Norman H. Stensager
/s/ Charles C. DeMoss
---------------------------
Charles C. DeMoss
Subscribed and sworn to before me
this 14th day of September, 1960.
/s/ Sheldon L. Gensler
- ----------------------
(Notarial Seal)
CERTIFICATE OF CHANGE OF REGISTERED OFFICE
BY
NORSTAN RESEARCH & DEVELOPMENT COMPANY
We, Sidney R. Cohen and Richard Cohen, respectively the
President and Secretary of Norstan Research & Development Company, a
Minnesota corporation organized under or subject to the provisions of Chapter
301, Minnesota Statutes, hereby certify that the following resolutions were
adopted by the Board of Directors of said corporation on the 15th day of
July, A. D. 1971, to wit:
RESOLVED that the registered office in this state be changed from
938 Northwestern Bank Building in the City of Minneapolis, County
of Hennepin, to 524 North Fifth Street, in the City of Minneapolis,
County of Hennepin.
RESOLVED that the effective date of the change of registered office
shall be the date of the filing hereof with the Secretary of State
of Minnesota.
RESOLVED FURTHER that the President and the Secretary of this
corporation be and are hereby authorized and directed to make,
execute and acknowledge a certificate under the corporate seal of
this corporation embracing the foregoing resolutions and to cause
such certificate to be filed in accordance with the provisions of
Chapter 301, Minnesota Statutes.
/s/ Sidney R. Cohen
-------------------------
President
/s/ Richard Cohen
-------------------------
Secretary
(Corporate Seal)
Subscribed and sworn to before
me this 15th day of July, 1971.
/s/ Winston E. Munson
- -------------------------------
(Notarial Seal)
CERTIFICATE OF
RESTATED ARTICLES OF INCORPORATION
OF
NORSTAN RESEARCH & DEVELOPMENT COMPANY
We, the undersigned, President and Secretary, respectively, of Norstan
Research & Development Company, a Minnesota corporation, do hereby certify
that at a duly called meeting of the shareholders of said corporation held on
the 12th day of July, 1973, prior notice of which meeting had been duly mailed
to each shareholder of record, the following resolutions adopting Restated
Articles of Incorporation were adopted by the affirmative vote of the holders
of a majority of the voting power of all shareholders entitled to vote and
said resolutions did not receive the negative vote of the holders of more than
one-fourth of the voting power of all shareholders entitled to vote:
RESOLVED, That the shareholders of Norstan Research &
Development Company do hereby adopt the following Restated
Articles of Incorporation, which consist of the original
Articles of Incorporation, as amended to date, together with
certain additional amendments to said original Articles of
Incorporation and which Restated Articles of Incorporation
shall, and hereby do, supersede and take the place of the
existing Articles of Incorporation of Norstan Research &
Development Company and all amendments thereto.
RESTATED ARTICLES OF INCORPORATION
OF
NORSTAN RESEARCH & DEVELOPMENT COMPANY
ARTICLE I
The name of the corporation is NORSTAN RESEARCH & DEVELOPMENT COMPANY.
ARTICLE II
The corporation shall have the following purposes:
To design, develop, research, produce and assemble amusement and other
devices and other wise deal in goods, wares and merchandise of every class
and description;
To hold, buy, sell, lease, mortgage or otherwise encumber real and
personal property or any interest therein, of all kinds and descriptions;
To hold, buy, sell and invest in notes, stocks, bonds or other
investments of all kinds; and
To engage in such other activities as in the judgment
of the Board of Directors are reasonably necessary to carry out any of the
foregoing purposes.
In addition, the corporation shall have general business purposes and
shall have unlimited power to engage in, and to do any lawful act concerning,
any and all lawful businesses for which corporations may be organized under
the Minnesota Business Corporation Act and all amendments thereto.
ARTICLE III
The duration of the corporation shall be perpetual.
ARTICLE IV
The location and post office address of the corporation's registered
office in the State of Minnesota shall be 524 North Fifth Street,
Minneapolis, Minnesota 55401.
ARTICLE V
The total authorized number of par value common shares of the
corporation shall be Three Million (3,000,000), all of one class, and par
value of each share shall be Ten Cents($.10).
ARTICLE VI
The shareholders of the corporation shall not have the pre-emptive right
to subscribe for or to purchase any of the shares or other securities,
warrants or rights of the corporation, now or hereafter authorized,
including any of the same which may, from time to time, be in the treasury of
the corporation. The shareholders of the corporation are hereby denied the
right of cumulative voting.
ARTICLE VII
The amount of stated capital at the time of the adoption of these
Restated Articles of Incorporation is the sum of Seventy-Seven Thousand Seven
Hundred Fifty Dollars ($77,750.00)
ARTICLE VIII
The names and post office addresses of the directors of the corporation
at the time of the adoption of these Restated Articles of Incorporation are
as follows:
NAME ADDRESS
Sidney R. Cohen 524 North Fifth Street
Minneapolis, Minnesota
Arnold Lehrman Shelard Plaza, Suite 660
Highway 12 & County Road 18
Minneapolis, Minnesota
Richard W. Cohen 524 North Fifth Street
Minneapolis, Minnesota
Winston E. Munson 1000 First National
Bank Building
Minneapolis, Minnesota
Sheldon J. Gensler 2716 Tanglewood Drive
Sarasota, Florida
David B. Trach 2531 Kipling Avenue
Minneapolis, Minnesota
Carl A. Berg 8821 Science Center Drive
New Hope, Minnesota
James S. Sidwell 8521 Westmoreland
St. Louis Park, Minnesota
-2-
The number of directors of the corporation shall not be less than three
(3) nor more than fifteen (15), and each shall hold office for a term of one
(1) year or such shorter term as may be specifically provided at the time of
election and until his successor is duly elected. The terms of office of the
above directors shall be until the next annual meeting of shareholders and
until their respective successors are duly elected.
ARTICLE IX
The Board of Directors shall have the power and authority to make and
alter the Bylaws of the corporation subject to the power of the shareholders
to change or repeal such Bylaws; provided, however, that the Board of
Directors shall not alter any Bylaw fixing their qualifications,
classifications, terms of office, or number, except that the Board of
Directors may make or alter any Bylaw to increase their number up to a
maximum of fifteen (15).
ARTICLE X
The power and authority to accept and reject subscriptions for shares
and other securities, and to allot shares and other securities, and to
otherwise issue, sell, transfer and otherwise dispose of the shares and other
securities of the corporation, whether authorized and unissued or in the
treasury of the corporation and whether made or done before or after
incorporation, is hereby granted to and vested in the Board of Directors of
the corporation. The Board of Directors, without action by the shareholders,
may from time to time, offer for subscription, or otherwise issue or sell, or
grant rights, warrants or options for the subscription to or purchase of any
of the authorized share or other securities of the corporation not then
issued or which may have been issued and reacquired as treasury shares or
other securities by the corporation, and any or all of any increased shares
or other securities of any class that may hereafter be authorized for such
consideration as the directors may determine. In connection with any rights,
warrants or options granted by the Board of Directors, the Board of
Directors is authorized to fix the terms, provisions and conditions of such
rights, warrants or options, including the conversion basis or bases and the
option or warrant price or prices at which shares may be purchased or
subscribed for and to authorize the issuance thereof. The Board of Directors
may specify in amount or value the proportions of the consideration over and
above the par value of any share, on its issue or sale, which shall be
capital and which shall be surplus. Bonds, debentures, certificates of
indebtedness, bonds convertible into shares, debentures convertible into
shares, or other debt securities, may be issued, sold or
-3-
disposed of pursuant to resolution of the Broad of Directors, without action
by the shareholders, 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. The Board of Directors is hereby authorized and
empowered to fix or alter, as to shares unallotted at the time, any or all of
the following matters, to-wit: (1) the dividend rate; (2) the redemption
price; (3) the liquidation price; (4) the conversion rights; (5) the sinking
or purchase fund rights of any shares or other securities; or (6) the number
of shares in any series of any class, all in the manner and in accordance
with the statutes, as the same may be from time to time, for such cases made
and provided.
ARTICLE XI
The holders of a majority of the outstanding shares of the corporation
entitled to vote on the questions, respectively, shall have the power to
authorize the Board of Directors to sell, lease, exchange or otherwise
dispose of all or substantially all of the property and assets of the
corporation, including its good will, upon such terms and conditions and for
such consideration, which may be money, shares, bonds or other instruments
for the payment of money or other property, as the Board of Directors deems
expedient; to amend the Restated Articles of Incorporation of the
corporation; and to adopt or reject an agreement of consolidation or merger.
- 4 -
FURTHER RESOLVED, That the President and the Secretary
of the corporation are hereby authorized and directed to
prepare, execute and file for record a proper Certificate
of Restated Articles of Incorporation of Norstan Research
& Development Company, reciting that the Restated Articles
of Incorporation supersede and take the place of the existing
Articles of Incorporation of Norstan Research & Development
Company and all amendments thereto, and said officers are
hereby authorized and directed to pay all fees in connection
therewith, and to do all other acts and things necessary,
required or convenient to carry out the purposes hereof.
The undersigned do hereby further certify that the total authorized
number of shares has been increased to Three Million (3,000,000), all of said
shares being of one class and each share having the par value of Ten Cents
($.10); and that the Restated Articles of Incorporation supersede and take
the place of the existing Articles of Incorporation of Norstan Research &
Development Company and all amendments thereto.
IN WITNESS WHEREOF, the undersigned, as President and Secretary,
respectively, of Norstan Research & Development Company have hereunto set
their respective hands and affixed the corporate seal of said corporation
this 13 day of July, 1973.
[SEAL]
IN PRESENCE OF: NORSTAN RESEARCH & DEVELOPMENT
COMPANY
/s/ Sara Rietz /s/ Sidney R. Cohen
- ------------------------- ------------------------------
Sidney R. Cohen, President
/s/ Arnold Lehrman /s/ Winston E. Munson
- ------------------------- ------------------------------
Winston E. Munson, Secretary
- 5 -
STATE OF MINNESOTA)
) SS.
COUNTY OF HENNEPIN)
On this 13th day of July, 1973, before me, a Notary Public, within and
for said County, personally appeared Sidney R. Cohen and Winston E. Munson,
to me personally known, who being each by me duly sworn, did say that they
are respectively the President and Secretary of NORSTAN RESEARCH &
DEVELOPMENT COMPANY, the corporation named in the foregoing instrument, and
that the seal affixed to said instrument is the corporate seal of said
corporation, and that said instrument was signed and sealed in behalf of said
corporation by authority of its shareholders, and said Sidney R. Cohen and
Winston E. Munson acknowledged said instrument to be the free act and deed of
said corporation.
/s/ Roger V. Stagberg
----------------------------------
Notary Public, Hennepin County
[SEAL]
CERTIFICATE OF
RESTATED ARTICLES OF INCORPORATION
OF
NORSTAN RESEARCH & DEVELOPMENT COMPANY
We, the undersigned, President and Secretary, respectively, of Norstan
Research & Development Company, a Minnesota corporation, do hereby certify
that at a duly called meeting of the shareholders of said corporation held on
the 18th day of July, 1974, prior notice of which meeting had been duly mailed
to each shareholder of record, the following resolutions adopting Restated
Articles of Incorporation were adopted by the affirmative vote of the holders
of more than two-thirds of the voting power of all shareholders entitled to
vote:
RESOLVED, That the shareholders of Norstan
Research & Development Company do hereby
adopt the following Restated Articles of
Incorporation which consist of the existing
Restated Articles of Incorporation, together
with certain amendments thereto, and which
Restated Articles of Incorporation shall,
and hereby do, supersede and take the place
of the existing Restated Articles of Incorporation
of Norstan Research & Development Company and
all amendments thereto.
RESTATED ARTICLES OF INCORPORATION
OF
NORSTAN RESEARCH & DEVELOPMENT COMPANY
ARTICLE I
The name of the corporation is NORSTAN RESEARCH & DEVELOPMENT
COMPANY.
ARTICLE II
The corporation shall have the following purposes:
To design, develop, research, produce and assemble amusement
and other devices and otherwise deal in goods, wares and merchandise of every
class and description;
To hold, buy, sell, lease, mortgage or otherwise encumber
real and personal property or any interest therein, of all kinds and
descriptions;
To hold, buy, sell and invest in notes, stocks, bonds or
other investments of all kinds; and
To engage in such other activities as in the judgement of the
Board of Directors are reasonably necessary to carry out any of the foregoing
purposes.
In addition, the corporation shall have general business
purposes and shall have unlimited power to engage in, and to do any lawful
act concerning, any and all lawful businesses for which corporations may be
organized under the Minnesota Business Corporation Act and all amendments
thereto.
ARTICLE III
The duration of the corporation shall be perpetual.
ARTICLE IV
The location and post office address of the corporation's
registered office in the State of Minnesota shall be 524 North Fifth Street,
Minneapolis, Minnesota 55401.
ARTICLE V
The total authorized number of par value common shares of the
corporation shall be Three Million (3,000,000), all of one class, and the par
value of each share shall be Ten Cents ($.10).
ARTICLE VI
The shareholders of the corporation shall not have the
pre-emptive right to subscribe for or to purchase any of the shares or other
securities, warrants or rights of the corporation, now or hereafter
authorized, including any of the same which may, from time to time, be in the
treasury of the corporation. The shareholders of the corporation are hereby
denied the right of cumulative voting.
ARTICLE VII
The amount of stated capital at the time of the adoption of
these Restated Articles of Incorporation is the sum of Ninety-Seven Thousand
Nine Hundred Fifty and no/100 Dollars ($97,950.00).
ARTICLE VIII
The names and post office addresses of the directors of the
corporation at the time of the adoption of these Restated Articles of
Incorporation are as follows:
NAME ADDRESS
Sidney R. Cohen 524 North Fifth Street
Minneapolis, Minnesota
Arnold Lehrman Shelard Plaza, Suite 660
400 South County Road 18
Minneapolis, Minnesota
Richard W. Cohen 524 North Fifth Street
Minneapolis, Minnesota
Winston E. Munson 1000 First National Bank Bldg.
Minneapolis, Minnesota
Sheldon J. Gensler 2716 Tanglewood Drive
Sarasota, Florida
David B. Trach 2531 Kipling Avenue
St. Louis Park, Minnesota
Carl A. Berg 8821 Science Center Drive
New Hope, Minnesota
James S. Sidwell 8521 Westmoreland Lane
St. Louis Park, Minnesota
The number of directors of the corporation shall not be less
than three (3) nor more than fifteen (15), and each shall hold office for a
term of one (1) year or such shorter term as may be specifically provided at
the time of election and until his successor is duly elected. The terms of
office of the above directors shall be until the next annual meeting of
shareholders and until their respective successors are duly elected.
ARTICLE IX
The Board of Directors shall have the power and authority to
make and alter the Bylaws of the corporation subject to the power of the
shareholders to change or repeal such Bylaws; provided, however, that the
Board of Directors shall not alter any Bylaw fixing their qualifications,
classifications, terms of office, or number, except that the Board of
Directors may make or alter any Bylaw to increase their number up to a
maximum of fifteen (15).
ARTICLE X
The power and authority to accept and reject subscriptions
for shares and other securities, and to allot shares and other securities,
and to otherwise issue, sell, transfer and otherwise dispose of the shares
and other securities of the corporation, whether authorized and unissued or
in the treasury of the corporation and whether made or done before or after
incorporation, is hereby granted to and vested in the Board of Directors of
the corporation. The Board of Directors, without action by the shareholders,
may from time to time, offer for subscription, or otherwise issue or sell, or
grant rights, warrants or options for the subscription to or purchase of any
of the authorized shares or other securities of the corporation not then
issued or which may have been issued and reacquired as treasury shares or
other securities by the corporation, and any or all of any increased shares
or other securities of any class that may hereafter be authorized for such
consideration as the directors may determine. In connection with any rights,
warrants or options granted by the Board of Directors, the Board of Directors
is authorized to fix the terms, provisions and conditions of such rights,
warrants or options, including the conversion basis or bases and the option
or warrant price or prices at which shares may be purchased or subscribed for
and to authorize
the issuance thereof. The Board of Directors may specify in amount or value
the proportions of the consideration over and above the par value of any
share, on its issue or sale, which shall be capital and which shall be
surplus. Bonds, debentures, certificates of indebtedness, bonds convertible
into shares, debentures convertible into shares, or other debt securities, may
be issued, sold or disposed of pursuant to resolutions of the Board of
Directors, without action by the shareholders, 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. The Board of Directors is
hereby authorized and empowered to fix or alter, as to shares unallotted at
the time, any or all of the following matters, to-wit: (1) the dividend rate;
(2) the redemption price; (3) the liquidation price; (4) the conversion
rights; (5) the sinking or purchase fund rights of any shares or other
securities; or (6) the number of shares in any series of any class, all in
the manner and in accordance with the statutes, as the same may be from time
to time, for such cases made and provided.
ARTICLE XI
The holders of a majority of the outstanding shares of the
corporation entitled to vote on the questions, respectively, shall have the
power to authorize the Board of Directors to sell, lease, exchange or
otherwise dispose of all or substantially all of the property and assets of
the corporation, including its good will, upon such terms and conditions and
for such consideration, which may be money, shares, bonds or other
instruments for the payment of money or other property, as the Board of
Directors deems expedient; to amend the Restated Articles of Incorporation of
the corporation; and to adopt or reject an agreement of consolidation or
merger.
FURTHER RESOLVED, That the President and the Secretary of the
corporation are hereby authorized and directed to prepare,
execute and file for record a proper Certificate of Restated
Articles of Incorporation of Norstan Research & Development
Company, reciting that the Restated Articles of Incorporation
supersede and take the place of the existing Restated Articles
of Incorporation of Norstan Research & Development Company and
all amendments thereto, and said officers are hereby
authorized and directed to pay all fees in connection
therewith, and to do all other acts and things necessary,
required or convenient to carry out the purposes hereof.
The undersigned do hereby further certify that the total
authorized number of shares is Three Million (3,000,000), all of said shares
being of one class and each share having the par value of Ten Cents ($.10);
and that the Restated Articles of Incorporation superscede and take the place
of the existing Restated Articles of Incorporation of Norstan Research &
Development Company and all amendments thereto.
IN WITNESS WHEREOF, the undersigned, as President and
Secretary, respectively, of Norstan Research & Development Company have
hereunto set their respective hands and affixed the corporate seal of said
corporation this 18th day of July, 1974.
IN PRESENCE OF: NORSTAN RESEARCH & DEVELOPMENT COMPANY
/s/ Frederick L. Thorson /s/ Sidney R. Cohen
- ------------------------------- -------------------------------
Sidney R. Cohen, President
/s/ George R. A. Johnson /s/ Winston E. Munson
- ------------------------------- -------------------------------
Winston E. Munson, Secretary
STATE OF MINNESOTA)
) SS.
COUNTY OF HENNEPIN)
On this 18th day of July, 1974, before me, a Notary
Public, within and for said County, personally appeared Sidney R. Cohen and
Winston E. Munson, to me personally known, who being each by me duly sworn,
did say that they are respectively the President and Secretary of NORSTAN
RESEARCH & DEVELOPMENT COMPANY, the corporation named in the forgoing
instrument, and that the seal affixed to said instrument is the corporate
seal of said corporation, and that said instrument was signed and sealed in
behalf of said corporation by authority of its shareholders, and said Sidney R.
Cohen and Winston E. Munson acknowledged said instrument to be the free act
and deed of said corporation
/s/ Frederick L. Thorson
-----------------------------------
Notary Public, Hennepin County
FREDERICK L. THORSON
Notary Public, Hennepin County, Minn.
My Commission Expires April 20, 1977.
CONSENT TO USE OF SIMILAR CORPORATE NAME OR TITLE
BY
Norstan Research & Development Company
-------------------------------------------------
Name of Consenting Corporation
TO
Norstan Communications Systems, Inc.
-------------------------------------------------
Name of New Corporation
To:
Secretary of State
State Capitol, St. Paul, Minn. 55101
The Norstan Research & Development Company, a corporation created,
organized and existing under and by virtue of the laws of the (State of
Minnesota), hereby consents to the use of the name
Norstan Communications Systems, Inc.
- --------------------------------------------------------------------------------
by a corporation organized or qualified under the laws of the State of
Minnesota, and hereby requests the Secretary of State of the State of
Minnesota to accept for record the Amendment to the Articles of Incorporation
of said corporation, setting forth therein its name as above.
In Testimony Whereof, we have hereunto affixed our signatures and the
seal of the corporation consistent with the provisions of Section 301.05,
Subd. 2, Minnesota Statutes, this 23rd day of June__________________ A.D. 1975.
AFFIX
CORPORATE
SEAL
NORSTAN RESEARCH & DEVELOPMENT COMPANY
--------------------------------------
Title of consenting corporation
By /s/ Sidney R. Cohen
------------------------------------
Sidney R. Cohen, President
ATTEST:
/s/ Winston E. Munson
- ----------------------------------
Winston E. Munson, Secretary
Filing fee $4.00
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
NORSTAN RESEARCH & DEVELOPMENT COMPANY
We, the undersigned, President and Secretary, respectively, of
Norstan Research & Development Company, a Minnesota corporation, do hereby
certify that at the annual meeting of the shareholders of said corporation
duly held at the main office of the Northwestern National Bank of Minneapolis,
Minneapolis, Minnesota, on the 21st day of July, 1977, pursuant to written
notice of the time, place and purpose of said meeting, the following
resolutions amending the Articles of Incorporation of said corporation were
duly adopted by the shareholders of said corporation:
RESOLVED, that Article I of the Articles of Incorporation of the
Company be amended to read as follows:
"The name of the corporation is Norstan, Inc."
FURTHER RESOLVED, that the President and Secretary of the
corporation are hereby authorized and directed to prepare, execute
and file for record a proper Certificate of Amendment of Articles
of Incorporation of Norstan Research & Development Company, and
said officers are hereby authorized and directed to do all other
acts and things necessary, required or convenient to carry out the
purposes hereof.
IN WITNESS WHEREOF, the undersigned, as President and
Secretary, respectively, of Norstan Research & Development Company
have hereunto set their respective hands and caused the seal of
said corporation to be hereunto affixed this 28th day of July, 1977.
IN PRESENCE OF: NORSTAN RESEARCH & DEVELOPMENT COMPANY
/s/ Roger V. Stagberg /s/ Sidney R. Cohen
- ------------------------------- -------------------------------
Its President
/s/ Geneviene Neumann /s/ Winston E. Munson
- ------------------------------- -------------------------------
Its Secretary
(Corporate Seal)
STATE OF MINNESOTA)
) ss.
COUNTY OF HENNEPIN)
On this 29th day of May, 1977, before me, a Notary Public within and for
said County, personally appeared Sidney R. Cohen and Winston E. Munson, to me
personally known, who, being each by me duly sworn, did say that they are
respectively the President and the Secretary of Norstan Research &
Development Company, the corporation named in the foregoing instrument, and
that the seal affixed to said instrument is the corporate seal of said
corporation, and that said instrument was signed and sealed in behalf of said
corporation by authority of its Board of Directors, and said Sidney R. Cohen
and Winston E. Munson acknowledged said instrument to be the free act and
deed of said corporation.
/s/ Roger V. Stagberg
----------------------------------------
(Notary Public)
-2-
CERTIFICATE OF CHANGE OF REGISTERED OFFICE
By
NORSTAN, INC.
We, Sidney R. Cohen and Winston E. Munson respectively the _________
President and ________ Secretary of Norstan, Inc. a Minnesota corporation
organized under or subject to the provisions of Chapter 301 Minnesota
Statutes, hereby certify that the following resolutions were adopted by the
Board of Directors of said corporation on the 16th day of August, A.D. 1979,
to wit:
"Resolved that the registered office in this state be changed from
524 North Fifth Street in the city of Minneapolis County of Hennepin to
number 15755 - 32nd Avenue North in the city of Plymouth County of Hennepin"
"Resolved that the effective date of the change of registered office shall
be the date of the filing hereof with the Secretary of State of Minnesota."
"Resolved further that the _______ President and the _______ Secretary of
this corporation be and are hereby authorized and directed to make, execute
and acknowledge a certificate under the corporate seal of this corporation
embracing the foregoing resolutions and to cause such certificate to be filed
in accordance with the provisions of Chapter 301, Minnesota Statutes."
/s/ SIDNEY R. COHEN
--------------------------
President
Sidney R. Cohen
/s/ WINSTON E. MUNSON
--------------------------
Secretary
Winston E. Munson
CORPORATE SEAL
Subscribed and sworn to before me this 16th day of August
A.D. 1979.
/s/ FREDERICK L. THORSON
--------------------------
Notary Public
Hennepin County, Minn.
My Commission Expires: 4/20/84
NOTARIAL SEAL
ARTICLES OF AMENDMENT
OF
RESTATED ARTICLES OF INCORPORATION
OF
NORSTAN, INC.
We, the undersigned, President and Secretary, respectively, of
Norstan, Inc., a Minnesota corporation, do hereby certify that at the annual
meeting of the shareholders of said corporation duly held in the Directors
Room at the main office of the Northwestern National Bank of Minneapolis,
Minneapolis, Minnesota, on the 20th day of August, 1981, pursuant to written
notice of the time, place and purpose of said meeting, the following
resolutions amending the Restated Articles of Incorporation of said
corporation were duly adopted by the shareholders of said corporation:
RESOLVED, that Article V of the Restated Articles of Incorporation of
Norstan, Inc. be and the same be amended to read as follows:
"ARTICLE V
"The total authorized number of par value common shares of the
corporation shall be Ten Million (10,000,000), all of one class,
and the par value of each share shall be Ten Cents ($.10)."
FURTHER RESOLVED, that the President and the Secretary of the
corporation are hereby authorized and directed to prepare, execute,
and file for record a proper Certificate of Amendment of the Restated
Articles of Incorporation of Norstan, Inc., and said officers are
hereby authorized and directed to do all other acts and things necessary,
required or convenient to carry out the purposes hereof.
IN WITNESS WHEREOF, the undersigned, as President and Secretary,
respectively, of Norstan, Inc. have hereunto
Set their respective hands and caused the seal of and corporation to be
hereunto affixed this 24th day of August, 1981.
in presence of: NORSTAN, INC.
/s/ Cynthia Michael /s/ Sidney R. Cohen
- ----------------------------------- By -----------------------------------
Its President
/s/ Diana L. McGrail /s/ Winston E. Munson
- ----------------------------------- By -----------------------------------
Its Secretary
(Corporate Seal)
STATE OF MINNESOTA)
) ss.
COUNTY OF HENNEPIN)
On this 24th day of August, 1981, before me, a Notary Public within
and for said County personally appeared Sidney R. Cohen and Winston E.
Munson, to me personally known, who, being each by me duly sworn, did say that
they are respectively the President and the Secretary of Norstan, Inc., the
corporation named in the foregoing instrument, and that the seal affixed to
said instrument is the corporate seal of said corporation, and that said
instrument was signed and sealed in behalf of said corporation by authority
of its Board of Directors, and said Sidney R. Cohen and Winston E. Munson
acknowledged said instrument to be the free act and deed of said corporation.
/s/ Diana L. McGrail
--------------------------------------
Notary Public
[SEAL]
-2-
ARTICLES OF AMENDMENT
OF
RESTATED ARTICLES OF INCORPORATION
OF
NORSTAN, INC.
We, the undersigned, Paul Baszucki and Winston E. Munson,
respectively the President and Secretary of Norstan, Inc., a corporation
subject to the provisions of Chapter 302A, Minnesota Statutes, do hereby
certify that at a meeting of the shareholders of said corporation, duly held
on the 29th day of September, 1987, pursuant to notice duly mailed to all
shareholders of record, the following resolutions were duly adopted by the
affirmative vote of the holders of more than a majority of the voting power
of the shares outstanding and entitled to vote:
RESOLVED, that the Restated Articles of Incorporation of Norstan, Inc.
shall be hereby amended by adding thereto a new Article XII which shall
read as follows:
"ARTICLE XII
"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 for liability (a) for any
breach of the director's duty of loyalty to the corporation or its
shareholders, (b) for acts or omissions not in good faith or that
involved intentional misconduct or a knowing violation of law, (c)
under section 302A.559 of the Minnesota Business Corporation Act or
section 80A.23 of the Minnesota Securities Act, (d) for any transaction
from which the director derived an improper personal benefit, or (e)
for any act or omission occurring prior to the effective date of this
Article XII. If the Minnesota Business Corporation Act is amended after
approval by the shareholders of this Article to authorize corporate
action further eliminating or limiting the personal liability of
directors, then the liability of a director of the corporation shall
be eliminated or limited to the fullest extent permitted by the
Minnesota Business Corporation Act, as so amended.
"Any repeal or modification of the foregoing paragraph by the
shareholders of the corporation shall not adversely affect any right or
protection of a director of the corporation existing at the time of
such repeal or modification."
FURTHER RESOLVED, That the President and the Secretary of the
corporation are hereby authorized and directed to prepare, execute,
and file for record with the Secretary of State of the State of
Minnesota proper Articles of Amendment of the Restated Articles of
Incorporation, setting forth the foregoing amendment, and to pay all
fees in connection therewith, all as required by law, and to do all
other acts and things necessary, required or convenient to carry out
the purposes hereof.
IN WITNESS WHEREOF, we have subscribed our names this 29th
day of September, 1987.
/s/ Paul Baszucki
---------------------------------------
Paul Baszucki, President
(CORPORATE SEAL)
/s/ Winston E. Munson
---------------------------------------
Winston E. Munson, Secretary
STATE OF MINNESOTA)
) ss.
COUNTY OF HENNEPIN)
The foregoing instrument was acknowledged before me this 29th day
of September, 1987 by Paul Baszucki and Winston E. Munson, respectively the
president and the secretary of Norstan, Inc., a Minnesota corporation, on
behalf of said corporation.
/s/ Diana L. McGrail
--------------------------------------
Notary Public
-2-
[SEAL]
STATE OF MINNESOTA
OFFICE OF THE SECRETARY OF STATE
Notice of Change of Registered Office-Registered Agent or Both
by
- -------------------------------------------------------------------------------
Name of Corporation
Norstan, Inc.
- -------------------------------------------------------------------------------
Pursuant to Minnesota Statutes, Section 302A.123, the undersigned hereby
certifies that the Board of Directors of the above named Minnesota
Corporation has resolved to change the corporation's registered office or
agent:
Note: the 'From' address must be the registered office address as shown in
item #2 on the rejection notice label.
FROM
- -------------------------------------------------------------------------------
Agent's (Fill in this box only of you already have an agent. Do NOT list
Name the corporate name in this box.)
- -------------------------------------------------------------------------------
Address
(No. & Street) 15755 32nd Ave N
- -------------------------------------------------------------------------------
City County MN Zip
Plymouth Henn 55340
- -------------------------------------------------------------------------------
TO
- -------------------------------------------------------------------------------
Agent's
Name
- -------------------------------------------------------------------------------
Address (You may not list a P.O. Box, but you may list a rural route
(No. & Street) and box number.)
6900 Wedgwood Road Suite 150
- -------------------------------------------------------------------------------
City County MN Zip
Maple Grove Henn 55369
- -------------------------------------------------------------------------------
The new address may not be a post office box. It must be a street address,
pursuant to Minnesota Statutes, Section 302A.011, Subd. 3.
This change 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, in this box:
------------------------------
August 1, 1988
------------------------------
I certify that I am authorized to execute this certificate and I further
certify that I understand that by signing this Certificate I am subject to
the penalties of perjury as set forth in section 609.48 as if I had signed
this certificate under oath.
------------------------------------------------------------------
Name of Officer or Other Authorized Signature
Agent or Corporation
James D. Bonneville /s/ James D. Bonneville
------------------------------------------------------------------
Title or Office Date
Exe. VP Finance & Admin Feb. 7, 1989
------------------------------------------------------------------
Do not write below this line. For Secretary of State's use only.
- -------------------------------------------------------------------------------
Receipt Number File Data D.A.R.
- -------------------------------------------------------------------------------
- -------------------------------------------
FILING FEE: $25.00
Return To: Corporation Division
Office of the Secretary of State
180 State Office Building
St. Paul, MN 55155
CERTIFICATE OF AMENDMENT
OF
RESTATED ARTICLES OF INCORPORATION
OF
NORSTAN, INC.
The undersigned, Ervin F. Kamm, Jr. and Winston E. Munson, the President
and Secretary, respectively, of Norstan, Inc., a corporation subject to the
provisions of Chapter 302A, Minnesota Statutes (the "Corporation"), do hereby
certify that by a required majority of the shareholders at the duly called
annual meeting of shareholders of the Corporation, held on September 9, 1993,
the following resolutions were duly adopted:
RESOLVED, that Article V of the Restated Articles of
Incorporation of Norstan, Inc. be and the same be amended to
read as follows:
"ARTICLE V
"The total authorized number of par value
common shares of the corporation shall be
Twenty Million (20,000,000), all of one
class, and the par value of each share shall
be Ten Cents ($.10)."
FURTHER RESOLVED, that the President and Secretary of the
corporation are hereby authorized and directed to prepare,
execute and file for record a proper Certificate of
Amendment of the Restated Articles of Incorporation of
Norstan, Inc., and said officers are hereby authorized and
directed to do all other acts and things necessary, required
or convenient to carry out the purposes hereof.
IN WITNESS WHEREOF, the undersigned have signed this Certificate of
Amendment this 9th day of September, 1993.
/s/ Ervin F. Kamm, Jr.
--------------------------------
Ervin F. Kamm, Jr., President
/s/ Winston E. Munson
--------------------------------
Winston E. Munson, Secretary
STATE OF MINNESOTA
SECRETARY OF STATE
NOTICE OF CHANGE OF REGISTERED OFFICE/
REGISTERED AGENT
Please read the instructions on the back before completing this form.
1. Corporate Name: Norstan, Inc.
2. Registered Office Address (No. & Street): List a complete street address
or rural route box number. A POST OFFICE BOX IS NOT ACCEPTABLE.
605 Highway 169, Plymouth Hennepin 55441
Street City County MN Zip
3. Registered Agent (Registered agents are required for foreign corporations
but optional for MINNESOTA corporations): None
If you do not wish to designate an agent, you must list "NONE" in this
box. DO NOT LIST THE CORPORATE NAME
In compliance with Minnesota Statutes, Section 302A.123, 303.10, 308A.025,
317.19, 317A.123 or 322b.135 I certify that the above listed company has
resolved to change the company's registered office and/or agent as listed
above.
I certify that I am authorized to execute this certificate and I further
certify that I understand that by signing this certificate I am subject to
the penalties of perjury as set forth in MINNESOTA STATUTES SECTION 609.48 as
if I had signed this certificate under oath.
/s/ Winston E. Munson
- ------------------------------------------
SIGNATURE OF AUTHORIZED PERSON
Winston E. Munson
Name and Telephone Number of a Contract Person: Winston E. Munson (612) 305-1458
---------------------------------
- --------------------------------------------------------------------------------
OFFICE USE ONLY
Filing Fee: Minnesota Corporations, Cooperatives
and Limited Liability Companies: $35.00
Non-Minnesota Corporations: $50.00
Make checks payable to: Secretary of State
Return to: Minnesota Secretary of State
180 State Office Building
100 Constitution Ave.
St. Paul, MN 55155-1299
(612) 296-2803
ARTICLES OF AMENDMENT
OF
RESTATED ARTICLES OF INCORPORATION
OF
NORSTAN, INC.
I, the undersigned, Paul Baszucki, Co-Chairman of the Board of Directors
and Chief Executive Officer of Norstan, Inc., a corporation subject to the
provisions of Chapter 302A, Minnesota statutes, known as the Minnesota
Business Corporation Act, do hereby certify that the resolutions hereinafter
set forth were duly adopted by the affirmative vote of a majority of the
director present and entitled to vote at a meeting of the Board of Directors
duly held on June 20, 1996, pursuant to which the Board of Directors declared
a share division in the form of a 2 for 1 stock split on the outstanding
shares of common stock of the Corporation and increased the authorized common
stock of the Corporation:
NOW, THEREFORE, BE IT RESOLVED, that the directors hereby declare a
two-for-one stock split of the outstanding common stock of the
Corporation, payable in shares of common stock of the Corporation on
July 31, 1996 to the shareholders of record of the Corporation, in
proportion to their holdings, at the close of business on July 15,
1996 ("Record Date"), said shares to be issued from the authorized
and unissued common stock of the Corporation, and that sufficient
shares of the authorized and unissued common stock of the
Corporation are hereby set aside for this purpose, and that a
required amount of earned surplus, if any, at the par value of $.10
per share shall be transferred to the capital account of the
Corporation in connection with this stock split; and
RESOLVED FURTHER, that Norwest Bank Minnesota, N.A. is hereby
authorized and directed to issue on July 31, 1996 to the
stockholders of record at the close of business on July 15, 1996, in
payment of said stock split, stock certificates for as many whole
shares of fully paid and nonassessable common stock of the
Corporation as said stockholders shall be entitled to under this
resolution: and
RESOLVED FURTHER, that all options for the purchase of common stock
of the Corporation that are outstanding but not exercised at the
Record Date shall be adjusted as follows: (i) the number of shares
covered by each such option at the Record Date shall be multiplied
by two (2); and (ii) the exercise price per share of each such
option at the Record Date shall be divided by two and rounded to the
nearest one cent ($.01); and the number of shares reserved for
issuance at the Record Date under the Corporation's Shareholder
Rights Plan and the Corporation's Option Plans including the 1986
Long-Term Incentive Plan, 1995 Long-Term Incentive Plan, Restated
Non-Employee Director's Stock Plan, and the Employee Stock Purchase
Plan shall be adjusted by multiplying such numbers of shares by two;
RESOLVED FURTHER, that in any case where a legend is affixed to the
original stock, the stock issued as a result of the stock split of
said original stock shall carry the same legend; and
RESOLVED FURTHER, that the officers of the Corporation are hereby
authorized and directed to prepare, execute, file and deliver such
documents and take such other action as they may deem necessary to
effect such stock split, including but not limited to the filing of
notices with the Securities and Exchange Commission and the Nasdaq
Stock Market, and the preparation and delivery of notices to holders
of stock options setting forth the adjustments described above.
RESOLVED FURTHER, that the Board of Directors pursuant to the
provisions of the Minnesota Business Corporation Act, hereby
authorizes the amendment of the Corporation's Restated Articles of
Incorporation increasing the shares of authorized common stock from
20,000,000 shares, par value $.10, to 40,000,000 shares, par value
$.10;
FURTHER RESOLVED, that, to effect said amendment, Article V of the
Corporation's Restated Articles of Incorporation hereby is amended to
read as follows:
"ARTICLE V
"The total authorized number of par value common shares of the
corporation shall be Forty Million (40,000,000), all of one
class, and the par value of each share shall be Ten Cents
($.10)."
I further certify that the Amendment to the Restated Articles of
Incorporation referred to in the foregoing resolutions will not adversely
affect the rights or preferences of the holders of outstanding shares of any
class or series of capital stock of the Corporation and will not result in
the percentage of authorized shares that remains unissued after the stock
split exceeding the percentage of authorized shares that were unissued before
the stock split.
IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of July,
1996.
/s/ Paul Baszucki
----------------------------------------
Paul Baszucki, Co-Chairman of the Board
of Directors and Chief Executive Officer