EXHIBIT 3.9
ARTICLES OF INCORPORATION
OF
NORTHERN SUPPLY COMPANY, INC.
I, the undersigned Incorporator, being a natural person of the full age of
eighteen (18) years or more, for the purpose of forming a corporation under and
pursuant to the provisions of Minnesota Statutes, Chapter 302A, and laws
amendatory thereof and supplementary thereto, do hereby adopt the following
Articles of Incorporation:
ARTICLE 1
NAME
1.1 The name of the Corporation shall be NORTHERN SUPPLY COMPANY, INC.
ARTICLE 2
REGISTERED OFFICE
2.1 The location and post office address of the registered office of the
Corporation shall be 1101 Stinson Boulevard, Minneapolis, MN 55413. The
registered office may be changed in the manner provided by law.
ARTICLE 3
DURATION
3.1 The duration of the Corporation shall be perpetual.
ARTICLE 4
PURPOSES AND POWERS
4.1 The purpose and powers of the Corporation shall be:
a. General business purposes.
b. Without limiting the generality of the foregoing and without
limiting any express or implied business purpose set forth in
Minnesota Statutes, to develop, manufacture, trade and deal in
and with goods and services of any kind and nature whatsoever,
including real estate, to acquire the assets, tangible or
intangible, of any proprietorship, partnership or corporation,
and to assume, in whole or in part, the liabilities or
obligations of any such proprietorship, partnership or
corporation.
c. To borrow money and issue, sell or pledge bonds, promissory
notes, bills of exchange, debentures, and other securities
and obligations, and evidences of indebtedness, payable at a
specified time or times, or payable upon the happening of a
specified event or events, whether secured by a mortgage,
pledge, or otherwise, or unsecured.
d. To purchase, hold, sell, and transfer shares of the capital
stock, bonds, and other obligations of this Corporation from
time to time.
e. To subscribe for, purchase, or otherwise acquire, and hold
with the same rights of ownership therein, including the right
to vote, as may be permitted to natural persons, the shares,
bonds, and obligations of any corporation organized under the
laws of any state or federal government.
f. To have and exercise all powers incident and necessary to
effect all the purposes of the Corporation, including the
acquisition, retention, improvement, selling, dealing in and
exercising of all rights of ownership over any and all kinds
of personal and real property whatsoever, and wheresoever
situated.
g. To have and exercise all the powers, rights, and privileges
now or hereafter conferred by the laws of the State of
Minnesota, and to do all things set forth in these Articles to
the same extent as natural persons might do.
h. To enter into joint ventures, partnerships, or such other
singular and combined business entities and relationships as
may be in the best interest of the Corporation, and to have
and exercise all powers incident and necessary to effectuate
these relationships.
The foregoing purposes and powers shall be construed liberally and shall
in no way be limited or restricted by reference to or inference from the
enumeration of specific powers or any other clause or paragraph of these
Articles.
ARTICLE 5
CAPITAL
5.1 Authorized Shares. The aggregate number of shares which the
Corporation shall have authority to issue is twenty-five thousand (25,000)
shares. The shares shall be without par value, except that the shares shall have
a par value of one cent ($.01) per share solely for the purpose of statutes or
regulations imposing a tax or fee based upon the capitalization of the
Corporation, and shall have a par value fixed by the Board of Directors for the
purpose of statutes or regulations requiring the shares of the Corporation to
have a par value.
5.2 Cumulative Voting. Cumulative voting for directors is permitted in
accordance with the laws of the State of Minnesota.
5.3 Pre-emptive Rights. Whenever the Corporation proposes to issue new
or additional shares, or rights to purchase shares of the same class or series
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as those held by a shareholder of the Corporation, or new or additional
securities other than shares, or rights to purchase securities other than
shares, that are exchangeable for, convertible into, or carry a right to acquire
new or additional shares, of the same class or series as those held by a
shareholder of the Corporation, such shareholder shall have the pre-emptive
right to subscribe for and purchase such shareholder's pro rata portion of such
new or additional shares or securities, as provided and except as limited by the
laws of the State of Minnesota.
5.4 Classes, Series, Subscriptions, Rights, Options, and Conversions. In
addition to, and not by way of limitation of, the powers granted to the Board of
Directors by the laws of the State of Minnesota (and except as may be limited or
restricted by such laws), the Board of Directors shall have the following
authority and powers:
a. To establish one or more than one class or series of shares of
the Corporation, set forth the designation of classes or
series of shares, and fix the relative rights end preferences
of classes or series of shares.
b. To accept or reject subscriptions for, authorize the issuance
of, and issue securities of the Corporation and rights to
purchase securities of the Corporation.
c. To fix or alter, from time to time, the price, voting rights,
dividend rate and rights, time and price of redemption,
liquidation rights and price, conversion rights, sinking fund
or purchase fund rights, par value, and other terms and
features of any class or series of shares, including the
number of shares constituting any class or series.
d. To establish, authorize the issuance of, and grant rights,
warrants, and options entitling the holders thereof to
purchase from the Corporation shares of any class or series,
or bonds, notes, debentures, or other obligations convertible
into shares of any class or series.
e. To establish, authorize the issuance of, and grant the right
to convert any securities or rights to purchase securities of
the Corporation into shares of any class or series.
f. To establish and fix the terms, provisions, conditions,
limitation, restrictions, bases, prices, and other features of
subscriptions, rights to purchase securities, warrants,
options, and securities convertible into shares of the
Corporation.
ARTICLE 6
SHAREHOLDER ACTION
6.1 The shareholders shall take action by the affirmative vote of
the holders of a majority of the voting power of the shares present at a duly
held
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meeting and entitled to vote, except where a larger proportion or number is
required for a particular action by the Articles of Incorporation or By-Laws of
the Corporation or by the laws of the State of Minnesota.
ARTICLE 7
BOARD ACTION
7.1 Majority Vote. The Board of Directors shall take action by the
affirmative vote of a majority of directors present at a duly held meeting,
except where the affirmative vote of a larger proportion or number of directors
is required by the laws of the State of Minnesota.
7.2 Action Without Meeting. Any action required or permitted to be taken
at a meeting of the Board of Directors may be taken without a meeting by written
action signed by the number of directors that would be required to take the same
action at a meeting of the board at which all directors were present, except as
to those matters which require shareholder approval, on which matters the
written action shall be signed by all members of the Board of Directors then in
office.
ARTICLE 8
AMENDMENTS
8.1 Articles of Incorporation. After the issuance of shares by the
Corporation, the Articles of Incorporation may be amended when the proposed
amendment is approved by the affirmative vote of the holders of a majority of
the voting power of the shares present at a duly held meeting and entitled to
vote, except that if the proposed amendment would require a larger majority, or
if it would reduce an applicable larger majority, for approving shareholder
action, the amendment must receive the larger of the majority required for
passage prior to, or which would be required after, the enactment of the
proposed amendment.
8.2 By-Laws. The Board of Directors shall have the power and authority
to adopt, amend, or repeal By-Laws of the Corporation, subject to the power of
the shareholders to adopt, amend, or repeal By-Laws; provided, however, that
after the adoption of the initial By-Laws, the Board shall not adopt, amend, or
repeal any By-Laws fixing a quorum for meetings of shareholders, prescribing
procedures for removing directors or filling vacancies in the Board, or fixing
the number of directors or their classifications, qualifications, or terms of
office, but may adopt or amend By-Laws to increase the number of directors.
ARTICLE 9
FIRST BOARD OF DIRECTORS
9.1 The name and address of the first director of the Corporation who
shall serve as, and constitute, the Board of Directors until the first meeting
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of the shareholders of the Corporation, or until his successor shall be elected
and qualified is as follows:
Michael C. DeZurik
105 County Road #73
Plymouth, MN 55441
ARTICLE 10
INCORPORATORS
10.1 The name and post office address of the person acting as
Incorporator of the Corporation is as follows:
Michael C. DeZurik
1101 Stinson Blvd.
Minneapolis, MN 55413
IN WITNESS WHEREOF, I have subscribed my name this 22 day of JANUARY 1991.
IN THE PRESENCE OF: NORTHERN SUPPLY COMPANY, INC.
/s/ [ILLEGIBLE] /s/ Michael C. DeZurik
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Michael C. DeZurik
STATE OF MINNESOTA )
) SS
COUNTY OF HENNEPIN )
On this 22nd day of January 1991, before me, a notary public within and
for said county personally appeared Michael C. DeZurik to me known to be the
person described in and who executed the foregoing instrument.
/s/ Kristin M. Sather
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Notary Public
(Notary Seal)
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State of Minnesota
Office of the Secretary of State
Notice of Change of
Registered Office - Registered Agent or Both
by
Name of Corporation
Northern Supply Company, Inc.
Pursuant to Minnesota Statutes, Section 302A.123, 303.10, 317.19, 317A.123
or 308A.025 the undersigned hereby certifies that the Board of Directors of the
above named Corporation has resolved to change the corporation's registered
office and/or agent to:
Agent's If you do not wish to designate an agent, you must list "NONE" in
Name this box. DO NOT LIST THE CORPORATE NAME
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(You may not list a P.O. Box, but you may list a rural route and box number.)
Address
[ILLEGIBLE] [ILLEGIBLE]
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City County Zip
[ILLEGIBLE] [ILLEGIBLE] MN [ILLEGIBLE]
(If different from the address above -- P.O. Box not acceptable)
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Mailing [ILLEGIBLE]
Address
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City County Zip
MN
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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., 303.02
Subd. 5, 317.02 Subd. 13, 317A.01 Subd. 2.
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: [ ]
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 Agent of Corporation Signature
[ILLEGIBLE]
[ILLEGIBLE]
Title of Office Date
[ILLEGIBLE] [ILLEGIBLE]
Do not write below this line. For Secretary of State's use only.
Receipt Number 806189 File Data D.A.R
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Filing Fee: $35.00
Return to: Business Services Division STATE OF MINNESOTA
Office of the Secretary of State DEPARTMENT OF STATE
180 State Office Building FILED
St. Paul, MN 55155 NOV 30 [ILLEGIBLE]
(612) 296-2803
Make checks payable to: Secretary of State
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:
NORTHERN SUPPLY COMPANY, INC.
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2. Registered Office Address (No. & Street): List a complete street address or
rural route and rural route box number. A post office box is not acceptable.
1901 OAKCREST AVE ROSEVILLE MN 55113
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Street city State Zip Code
3. Registered Agent (Registered agents are required for foreign corporations but
optional for Minnesota corporations):
NONE
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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,
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/ [ILLEGIBLE]
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Signature of Authorized Person
Name and Telephone Number of Contact Person: HAROLD J. PARTEN (612) 638-0888
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please print legibly
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Filing Fee: Minnesota Corporations, Cooperatives and Office Use Only
Limited Liability Companies: $35.00.
Non-Minnesota Corporations: $50.00. STATE OF MINNESOTA
DEPARTMENT OF STATE
Make checks payable to Secretary of State FILED
SEP 12 1997
Return to: Minnesota Secretary of State /s/ [ILLEGIBLE]
180 State Office Bldg. -------------------
100 Constitution Ave. Secretary of State
St. Paul, MN 55155-1299
(612)296-2803
427150
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:
NORTHERN SUPPLY COMPANY, INC.
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2. Registered Office Address (No. & Street): List a complete street address or
rural route and rural route box number. A post office box is not acceptable.
405 SECOND AVENUE, SOUTH MINNEAPOLIS MN 55401
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Street City State Zip Code
3. Registered Agent (Registered agents are required for foreign corporations but
optional for Minnesota corporations):
C T CORPORATION SYSTEM INC.
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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 303A.123, 303.10, 308A.025,
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 609.48 as if I had signed
this certificate under oath.
/s/ Wayne F. Taylor
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Signature of Authorized Person
Wayne F. Taylor, Secretary
JANET WELLING c/o CT
Name and Telephone Number of Contact Person: CORPORATION SYSTEM (800) 800-4447
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please print legibly
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Office Use Only
Filing Fee: Minnesota Corporations, Cooperatives and
Limited Liability Companies: $35.00. STATE OF MINNESOTA
DEPARTMENT OF STATE
Non-Minnesota Corporations: $50.00. FILED
JAN 19, 1999
Make checks payable to Secretary of State /s/ [ILLEGIBLE]
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Return to: Minnesota Secretary of State Secretary of State
180 State Office Bldg.
100 Constitution Ave.
St. Paul, MN 55155-1299
(612)296-2803