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EXHIBIT 3.2
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
APR 18 1995
No. 17610 - 93
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Dean Heller
DEAN HELLER, SECRETARY OF STATE
RESTATED
ARTICLES OF INCORPORATION OF
HIGHLAND MFG., INC.
The undersigned hereby certify that they are the Vice President and
Secretary of Highland Mfg., Inc., a Nevada corporation (the "Company"), and
that: (i) by resolutions duly adopted by the Board of Directors of the Company
pursuant to written action effective as of April 17, 1995, the Company adopted
the following restatement of its Articles of Incorporation originally filed with
the Secretary of State on the 30th day of December, 1993; and (ii) by
resolutions duly adopted by a majority of the Shareholders of the Company
pursuant to written action effective as of April 17, 1995, the Company adopted
the following restatement of its Articles of Incorporation.
This restatement was adopted unanimously by the Board of Directors,
and by a majority of the shareholders of all classes of stock outstanding and
entitled to vote thereon.
Pursuant to NRS 78.390, the Articles of Incorporation of the Company
are hereby restated to read in their entirety as follows:
ARTICLE I
NAME
The name of the Company is FRC Racing Products, Inc.
ARTICLE II
REGISTERED AGENT
The name and address of the registered agent of the Company in Nevada
is The Corporation Trust Company of Nevada, One East First Street, Reno, Nevada
89501.
ARTICLE III
AUTHORIZED SHARES
The aggregate number of shares of stock which the Company shall have
the authority to issue is 100,000,000 shares of capital stock, having a par
value of $.001 per share. The Board of Directors may, from time to time,
establish by resolution different classes or series of shares and may fix the
relative rights and preferences of said shares in any class or series. The Board
shall also have the authority to issue shares of a class or series to holders of
shares of another
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class or series to effectuate share dividends, splits or conversion of its
outstanding shares. Fully paid stock of the Company shall not be liable for
any further call or assessment.
ARTICLE IV
DIRECTORS
The governing board of the Company shall be called directors,
and the number of directors may from time to time be specified by the By-laws
of the Corporation at not less than one. The names of the current directors
are:
Brent A. Johnson
101 North Industrial Parkway
West Union, Iowa 52175
Blaine Blessing
101 North Industrial Parkway
West Union, Iowa 52175
Each director shall hold office until his or her successors have been duly
elected and qualified. Directors need not be residents of the State of Nevada
or shareholders of the Company.
ARTICLE V
LIMITATION OF DIRECTOR LIABILITY
A director or officer of the Company shall not be personally liable to
the Company or its shareholders for monetary damages for breach of fiduciary
duty as a director or officer, except for: (i) acts or omissions which involve
intentional misconduct, fraud, or a knowing violation of law; (ii) the payment
of distributions in violation of Nevada Revised Statute Section 78.300. If
Nevada Revised Statutes hereafter are amended to authorize the further
elimination or limitation of the liability of directors or officers, then the
liability of a director or officer of the Company, in addition to the limitation
on personal liability provided herein for directors, shall be limited to the
fullest extent permitted by such amendment. Any appeal or modification of this
Article by the shareholders of the Company shall be prospective only and shall
not adversely affect any limitation on the personal liability of a director or
officer of the Company existing at the time of such repeal or modification.
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ARTICLE VI
INCORPORATOR
The name and address of the original incorporator and director was
Krista Castleton, 3760 So. Highland Dr. #407, Salt Lake City, UT 84106.
WHEREFORE, they pray that the Articles of Incorporation of Highland
Mfg., Inc. as restated be so amended.
Dated this 17th day of April, 1995.
/s/ Jeffrey C. Robbins
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Jeffrey C. Robbins
Secretary
/s/ Nancy M. Meyer
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Nancy M. Meyer, Vice President
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
On this 17th day of April, 1995, before me, a notary public,
personally appeared Jeffrey C. Robbins, known to me to be the person whose
name is subscribed to the within document, and acknowledge that he executed the
same.
/s/ Nancy M. Meyer
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Notary Public
[SEAL]
NANCY M. MEYER
NOTARY PUBLIC MINNESOTA
MY COMMISSION EXPIRES 1-31-00
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
On this 17th day of April, 1995, before me, a notary public, personally
appeared Nancy M. Meyer, known to me to be the person whose name is subscribed
to the within document, and acknowledge that she executed the same.
/s/ Pam E. Scharpen
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Notary Public
[SEAL]
Pam E. Scharpen
NOTARY PUBLIC - MINNESOTA
MY COMMISSION EXPIRES
JANUARY 31, 2000
RECEIVED
APR 18 1995
Secretary of State
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THIS FORM SHOULD ACCOMPANY AMENDED AND/OR RESTATED
ARTICLES OF INCORPORATION FOR A NEVADA CORPORATION
1. Name of corporation: Highland Mfg., Inc.
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2. Date of adoption of Amended and/or Restated Articles: April 17, 1995
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3. If the articles were amended, please indicate what changes have been made:
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(a) Was there a name change? Yes [X] No [ ]. If yes, what is the new
name? FRC Racing Products, Inc.
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(b) Did you change your resident agent? Yes [X] No [ ]. If yes, please
indicate new address:
The Corporation Trust Company of Nevada,
One East First Street, Reno, Nevada 89501
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(c) Did you change the purposes? Yes [ ] No [X]. Did you add Banking? [ ],
Gaming? [ ], Insurance? [ ], None of these? [X].
(d) Did you change capital stock? Yes [ ] No [X]. If yes, what is the new
capital stock?
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(e) Did you change the directors? Yes [X] No [ ]. If yes, indicate the
change:
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Brent Johnson and Blaine Blessing replace Krista Castleton
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(f) Did you add the directors liability provision? Yes [ ] No [X].
(g) Did you change the period of existence? Yes [ ] No [X]. If yes, what
is the new existence?
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(h) If none of the above apply, and you have amended or modified the
articles, how did you change your articles?
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FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE /s/ Jeffrey C. Robbins
STATE OF NEVADA -----------------------------
Name and Title of Officer
APR 18 1995
Jeffrey C. Robbins, Secretary
NO. 17610-93 -----------------------------
---------- April 17, 1995 Date
/s/ Dean Heller
DEAN HELLER, SECRETARY OF STATE
STATE OF Minnesota )
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)ss.
COUNTY OF Hennepin )
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On April 17, 1995 personally appeared before me, a Notary Public, Jeffrey
C. Robbins, who acknowledged that he/she executed the above document.
/s/ Nancy M. Meyer
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Notary Public
NANCY M. MEYER
[SEAL] NOTARY PUBLIC - MINNESOTA
MY COMMISSION EXPIRES 1-31-00
NANCY M. MEYER
[SEAL] NOTARY PUBLIC - MINNESOTA
MY COMMISSION EXPIRES 1-31-00
RECEIVED
1:55
APR 18 1995
Secretary of State