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Exhibit 3.1
ARTICLES OF INCORPORATION
OF
YAC CORP.
ARTICLE FIRST
The name of the corporation (herein called the "Corporation") is YAC Corp.
The address of the registered office of the Corporation in the State of
Minnesota is National Registered Agents, Inc., 1295 Bandana Blvd., N. Suite 300,
St. Paul, MN 55108-5116.
ARTICLE SECOND
The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the Business Corporation Law of
the State of Minnesota.
ARTICLE THIRD
The total number of shares of all classes of stock which the Corporation
shall have authority to issue is 1,000 shares, all of which shall be designated
Common Stock and shall have a par value of $.01 per share.
ARTICLE FOURTH
The name and mailing address of the incorporator is as follows:
Name Mailing Address
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David J. D'Urso O'Sullivan Graev & Karabell, LLP
30 Rockefeller Plaza, 24th Floor
New York, New York 10112
ARTICLE FIFTH
(a) The number of directors of the Corporation shall be such as from
time to time shall be fixed in the manner provided in the By-laws of the
Corporation. The election of directors of the Corporation need not be by
ballot unless the By-laws so require.
(b) No shareholder entitled to vote for directors shall have the
right to cumulate those votes in the election of directors.
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ARTICLE SIXTH
A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty by such director as a director, except that this Article shall not
eliminate or limit the liability of a director to the extent provided by
applicable law (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 302A.559 or 80A.23 of the Minnesota Statutes, or (iv) for any
transaction from which the director derived any improper personal benefit. If
the Minnesota Business Corporation Law is amended after the date of
incorporation of the Corporation 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 Law, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders
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.
ARTICLE SEVENTH
No shareholder shall have a preemptive right to acquire shares of the
corporation whenever the corporation proposes to issue new or additional shares
or new or additional securities other than shares that are exchangeable for,
convertible into, or carry a right to acquire new or additional shares of the
corporation.
ARTICLE EIGHTH
For the management of the business and for the conduct of the affairs of
the Corporation, and in further definition, limitation and regulation of the
powers of the Corporation and of its directors and stockholders, it is further
provided:
(a) In furtherance and not in limitation of the powers conferred by
the laws of the State of Minnesota, the Board of Directors is expressly
authorized and empowered:
(i) to make, alter, amend or repeal the By-laws in any manner
not inconsistent with the laws of the State of Minnesota or this
Articles of Incorporation;
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(ii) without the assent or vote of the stockholders, to
authorize and issue securities and obligations of the Corporation,
secured or unsecured, and to include therein such provisions as to
redemption, conversion or other terms thereof as the Board of
Directors in its sole discretion may determine, and to authorize the
mortgaging or pledging, as security therefor, of any property of the
Corporation, real or personal, including after-acquired property;
(iii) to determine whether any, and if any, what part, of the
net profits of the Corporation or of its surplus shall be declared
in dividends and paid to the stockholders, and to direct and
determine the use and disposition of any such net profits or such
surplus; and
(iv) to fix from time to time the amount of net profits of the
Corporation or of its surplus to be reserved as working capital or
for any other lawful purpose.
In addition to the powers and authorities herein or by statute
expressly conferred upon it, the Board of Directors may exercise all such
powers and do all such acts and things as may be exercised or done by the
Corporation, subject, nevertheless, to the provisions of the laws of the
State of Minnesota, of this Articles of Incorporation and of the By-laws
of the Corporation.
(b) Any director or any officer elected or appointed by the
stockholders or by the Board of Directors may be removed at any time in
such manner as shall be provided in the By-laws of the Corporation.
(c) From time to time any of the provisions of this Articles of
Incorporation may be altered, amended or repealed, and other provisions
authorized by the laws of the State of Minnesota at the time in force may
be added or inserted, in the manner and at the time prescribed by said
laws, and all rights at any time conferred upon the stockholders of the
Corporation by these Articles of Incorporation are granted subject to the
provisions of this paragraph (c).
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IN WITNESS WHEREOF, I, the undersigned, being the sole incorporator
hereinabove named, for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Minnesota, DO HEREBY CERTIFY, under
penalties of perjury, that this is my act and deed and that the facts
hereinabove stated are truly set forth and, accordingly, I have hereunto set my
hand as of the 19th day of November, 1997.
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David J. D'Urso
Sole Incorporator
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[SEAL OF THE STATE MINNESOTA SECRETARY OF STATE
OF MINNESOTA] AMENDMENT OF ARTICLES OF INCORPORATION
BEFORE COMPLETING THIS FORM, PLEASE READ INSTRUCTIONS LISTED BELOW.
CORPORATE NAME: (List the name of the company prior to any desired name change)
YAC Corp.
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This amendment 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.
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The following amendment(s) of articles regulating the above corporation were
adopted: (Insert full text of newly amended article(s) indicating which
article(s) is (are) being amended or added.) If the full text of the amendment
will not fit in the space provided, attach additional numbered pages. (Total
number of pages including this form 1.)
ARTICLE 1
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The name of the corporation (hereinafter called the "Corporation") is
Young America Corporation.
The address of the registered office of the Corporation in the State of
Minnesota is National Registered Agents, Inc., 1295 Bandana Blvd., N. Suite 300,
St. Paul, MN 55108-5116.
This amendment has been approved pursuant to Minnesota Statutes chapter 302A or
317A. I certify that I am authorized to execute this amendment and I further
certify that I understand that by signing this amendment, I am subject to the
penalties of perjury as set forth in section 609.48 as if I had signed this
amendment under oath.
/s/ Charles D. Weil
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(Signature of Authorized Person)
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INSTRUCTIONS FOR OFFICE USE ONLY
1. Type or print with black ink.
2. A Filing Fee of: $35.00, made
payable to the Secretary of State.
3. Return completed forms to:
Secretary of State STATE OF MINNESOTA
180 State Office Building DEPARTMENT OF STATE
100 Constitution Ave. FILED
St. Paul, MN 55155-1299
(612)296-2883 JAN 16 1998
/s/ Joan Anderson Growe
Secretary of State