EXHIBIT 3.1
IKONICS CORPORATION
RESTATED ARTICLES OF INCORPORATION
ARTICLE 1
NAME
1.1 The name of this corporation shall be Ikonics Corporation.
ARTICLE 2
PURPOSE
2.1 The purpose of this corporation shall be general business
purposes including, but not limited to, the following:
a. To acquire, and pay for in cash, stock or bonds of this
corporation, or otherwise, the goodwill, rights, assets and property,
and to undertake and assume the whole or any part of the obligations or
liabilities of any person, firm, association or corporation.
b. To acquire, by purchase or otherwise, and to own, hold,
improve, lease, let, mortgage, pledge, plat, sell, assign, transfer,
convey, manage and deal in and exercise all rights of ownership over
any and all kinds of real and personal property whatsoever, wherever
situated; to act as principal or agent in the rental and management of
real estate and other property.
c. To own, lease, operate, construct, build and erect
structures and properties pertaining to the sale, purchase, brokerage,
storage or manufacture of goods, wares, merchandise and personal
property of every class and description.
d. To become a party to any lawful agreement, for sharing
profits or to any union of interest, cooperation or mutual arrangement
with any person, firm or company carrying on or engaged in any business
connected with or similar to the business of this corporation, or that
is engaged in conducting any business or transaction capable of being
conducted so as to directly or indirectly benefit this corporation.
e. To engage in trade at wholesale or retain, or both, and the
manufacturing of any types of articles and products, including
components thereof.
f. The foregoing clauses shall be construed liberally, both as
to objects and powers. It is hereby expressly provided that the
enumeration of specific powers in these Articles, including the
following Articles, shall not be held to limit or restrict in any
manner the powers of this corporation.
ARTICLE 3
DURATION
3.1 The duration of this corporation shall be perpetual.
ARTICLE 4
LOCATION
4.1 The location and post office address of the registered
office of this corporation shall be 4832 Grand Avenue, Duluth, Minnesota 55807.
ARTICLE 5
STATED CAPITAL
5.1 The amount of stated capital of this corporation shall not
be less than $1,000 and shall be calculated in the manner provided by statute.
ARTICLE 6
STOCK
6.1 The total authorized number of shares of the corporation
shall be 5,000,000 shares, consisting of 4,750,000 shares of Common Stock with a
par value of ten cents ($.10) per share, and 250,000 shares of Preferred Stock
with a par value of ten cents ($.10) per share.
6.2 The Preferred Stock shall have the following rights,
privileges and limitations:
a. Holders of Preferred Stock shall not be entitled to vote at
any time or under any circumstances except as may be required by the
Statutes of the State of Minnesota.
b. Unless all dividends accumulated or accrued upon
outstanding shares of Preferred Stock shall have been paid or set apart
from the surplus or net earnings of the corporation, no dividends
(other than dividends payable solely in shares of Common Stock) shall
be declared or paid upon Common Stock. Accrued dividends shall not bear
interest.
c. In the event of any liquidation, dissolution or winding up
of the corporation, holders of Preferred Stock shall be entitled to
receive the liquidation price thereof in full, plus any unpaid
dividends accrued thereon to the date of distribution before any
distributions shall be made on account of the Common Stock. If upon
any liquidation, dissolution or winding up of the corporation, the
assets available for distribution shall be insufficient to pay the
holders of all outstanding shares of Preferred Stock the full amounts
to which they respectively shall be entitled,
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the holders of shares of Preferred Stock of all series shall share
ratably in any distribution of assets according to the respective
amounts which would be payable in respect of the shares of Preferred
Stock held by them upon such distribution if all amounts payable in
respect to the Preferred Stock of all amounts payable in full. After
such payment to the holders of Preferred Stock, any remaining assets
of the corporation available for distribution shall be distributed
solely for the ratable benefit of the holders of Common Stock, and the
holders of Preferred Stock shall have no further rights in respect of
their shares to the assets of the corporation. Neither a statutory
merger nor consolidation of the corporation into or with any other
corporation, nor a statutory merger or consolidation of any other
corporation into or with the corporation, nor a sale, transfer,
exchange or lease of all or any part of the assets of the corporation,
shall be deemed to be a liquidation, dissolution or winding up of the
corporation within the meaning of Article 6.
d. Preferred Stock may be issued in such series and with such
relative rights, preferences and restrictions as may be determined by
the Board of Directors pursuant to Section 6.4 and this Article 6.
6.3 The Board of Directors is authorized from time to time to
accept subscriptions for, allot, issue, sell and deliver shares of stock of any
class (and of any series of any class) of the corporation, including stock
issued as a stock dividend, to such persons, at such times and upon such terms
and conditions as the Board shall determine.
6.4 The Board of Directors is authorized from time to time to
provide for the issuance of Preferred Stock in one or more series and, with
respect to each series, to fix or alter from time to time, as to shares then
unallotted:
a. The designation of such series and the number of shares
which shall constitute such series, which number may be increased
(except where otherwise provided by the Board of Directors in crating
such series) or decreased (but not below the number of shares then
outstanding) from time to time by action of the Board of Directors;
b. The dividend rate or rates to which shares of such series
shall be entitled, the restrictions, conditions and limitations upon
the payment of such dividends, whether such dividends shall be
cumulative and, if cumulative, the date or dates from which such
dividends shall be cumulative, and the dates on which such dividends,
if declared, shall be payable;
c. The redemption prices and terms;
d. The amount payable on shares of such series in the event of
any liquidation, dissolution or winding up of the corporation, which
amount may vary at different dates and may vary depending upon whether
such liquidation, dissolution or winding up is voluntary or
involuntary;
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e. The rights, if any, of the holders of shares of such series
to convert such shares into shares of stock of the corporation of any
class or of any series of any class and the price or prices or the rate
or rates of such conversion and the other terms, provisions and
conditions of such conversion;
f. The obligation, if any, of the corporation to maintain a
purchase, retirement or sinking fund for shares of such series, and the
provisions with respect thereto; and
g. Any other relative rights, preferences and restrictions not
inconsistent with the Minnesota Business Corporation Act or these
Articles of Incorporation.
Shares shall not be issued hereunder until a certified copy of the resolutions
duly adopted by the Board of Directors establishing any such series of Preferred
Stock and the terms thereof shall have been filed for record in the manner
provided by law.
6.5 The Board of Directors is further authorized from time to
time to grant and issue options to purchase or subscribe for shares of stock of
any class of the corporation, warrants t purchase such stock, rights to convert
any stock or other securities of the corporation into such stock, and similar
stock rights and privileges, to such persons at such time and upon such terms,
provisions and conditions as the Board shall from time to time determine.
6.6 No holder of any class of stock of the corporation shall
be entitled to subscribe for or purchase his proportionate share of stock of any
class of the corporation, now or hereafter authorized or issued.
6.7 At such meeting of the shareholders of the corporation and
with respect to any matter upon which the shareholders have a right to vote,
each holder of record shares of Common Stock shall be entitled to one vote for
each share of Common Stock so held. No shareholder shall be entitled to cumulate
his votes for the election of Directors and there shall be no cumulative voting
for any purpose whatsoever.
ARTICLE 7
MANAGEMENT
7.1 The management of the corporation shall be vested in a
Board of Directors. The number of Directors shall be fixed by the By-laws and
may be altered by amending the By-laws, but shall never be less than three (3).
The term of office of each Director shall be one (1) year, or until his
successor has been elected and qualified. The Directors shall be elected at the
annual meting of the shareholders.
7.2 The meetings of the shareholders and Directors may be held
outside the State of Minnesota. Notice of the time, place and purpose of
shareholders' meetings and
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Directors' meetings, whether required by statute, the Articles or the By-laws,
may be waived, in writing, by a shareholder or Director, as the case may be;
such waiver may be given before, at, or after the meeting, and shall be filed
wit the Secretary or entered upon the records of the meeting. Each Director, by
his attendance and participation in the action taken at any Directors' meeting,
shall be deemed to have waived notice of such meeting.
7.3 Regular meetings shall be held at such times, and such
places within or without the state, as may be designated in the By-laws or the
resolution of the Board of Directors or by written consent of all shareholders
entitled to vote thereat.
7.4 Special meetings of shareholders may be held at such
times, and such places within or without the state, as may be designated in the
Notice of Meeting given as provided in the By-laws, or as designated in the
written Waiver of Notice and Consent to the meeting signed by all of the holders
of voting stock.
7.5 The following-named persons are the present Directors of
this corporation:
Robert Banks 1425 Tower Avenue
Superior, Wisconsin 54880
George Barnum 613 Missabe Building
Duluth, Minnesota 55802
Virgil Dock 4851 London Road
Duluth, Minnesota 55804
Thomas L. Erickson 4832 Grand Avenue
Duluth, Minnesota 55807
David Harris 470 Rice Creek Boulevard
Minneapolis, Minnesota 55432
Lloyd K. Johnson 517 Torrey Building
Duluth, Minnesota 55802
Gerald W. Simonson 5813 Jeff Place
Edina, Minnesota 55436
William C. Ulland 740 East Superior Street
Duluth, Minnesota 55802
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ARTICLE 8
POWERS AND REGULATIONS
8.1 For the regulation of the business and for the conduct of
the affairs of the corporation, and for the creation, definition and regulation
of the powers of the corporation and of its Directors and shareholders, it is
further provided:
8.2 In furtherance, and not in limitation of the powers
conferred by statute or in these
Articles, the corporation is expressly authorized:
a. To accept or reject subscriptions for shares an to issue
the shares of the Capital Stock of this corporation to the full amount
and number of shares authorized by the Articles of Incorporation in
such amounts and for such consideration as from time to time shall be
determined by the Board, except as otherwise provided in these
Articles.
b. To acquire, hold, use, sell, assign, lease, grant licenses
in respect of, mortgage, or otherwise dispose of Letters patent of the
United States or any foreign country, patent rights, licenses and
privileges, inventions, improvements and processes, copyrights,
trademarks and trade names, relating to or useful in connection with
any business of this corporation.
c. To acquire, hold, mortgage, pledge or dispose of shares,
bonds, securities, or evidences of indebtedness of any domestic or
foreign corporation, and while the owner thereof, to exercise all the
rights, powers and privileges of ownership.
d. To purchase, hold, sell and reissue the shares of its own
capital stock.
e. To enter into obligations or contracts of any kind or
nature with any person, firm, association, corporation, municipality,
county, state, body politic or government or colony or dependency
thereof.
f. To incur such indebtedness as its Directors may from time
to time deem necessary or proper for the operation of this business and
may issue any and all manner of secured or unsecured notes, bonds, or
other written instruments in evidence of the obligations undertaken by
the corporation.
8.3 In furtherance, and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized:
a. To make and alter By-laws of this corporation, subject to
the power of the shareholders, to change or repeal such By-laws, and
subject to any other limitations on such authority provided by the
Minnesota Business Corporation Act.
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b. To fix the amount to be reserved as working capital over
and above its capital stock paid in, to authorize and cause to be
executed mortgages and liens upon the real and personal property of
this corporation.
c. When and as authorized by an affirmative assent of holders
of shares entitling them to exercise a majority of the voting power on
such proposal, the Board of Directors shall have power and authority by
action taken at any meeting of the Board, to sell, lease, exchange or
otherwise dispose of all or substantially all of the corporation's
property and assets including its goodwill, upon such terms and
conditions and for such considerations, which may be money, shares,
bonds or other instruments for the payment of money or other property
as the Board of Directors deems expedient
8.4 In the absence of fraud, no contract or other transactions
between the corporation and nay other corporation, and no act of the corporation
shall in any way be invalidated or otherwise affected by the fact that any one
or more of the Directors of the corporation are pecuniarily or otherwise
interested in, or are Directors or officers of such other corporation. Any
Director of the corporation individually, or any firm or association of which
any Director may be a member, may be a party to, or may be pecuniarily or
otherwise interested in any contract or transaction of the corporation, provided
that the fact that he individually or such firm or association is no interested
shall be disclosed or shall have been known to the Board of Directors of the
corporation or a majority thereof; and any Director of the corporation who is
also a Director or officer of such other corporation or who is so interested,
may be counted in determining the existence of a quorum at any meting of the
Board of Directors or of any committee of the corporation which shall authorize
any such contract or transaction, with like force and effect as if he were not
such Director or officer of such other corporation or not so interested.
8.5 Directors shall not have personal liability to either the
corporation or its shareholders for monetary damages for breach of a Director's
fiduciary duty to the corporation; except for any breach of the director's duty
of loyalty to the corporation or its shareholders, for acts or omissions not in
good faith, intentional misconduct or a knowing violation of law, or as for such
other liability as may not be eliminated or limited under Minnesota Statutes,
Section 302A.251.
8.6 Each Director and officer at any time serving the
corporation shall, to the full extent allowed by law, be indemnified and held
harmless by the corporation from and against all costs and expenses, including
attorneys' fees, which may be imposed upon or reasonably incurred by him in
connection with or arising out of the defense or settlement of any claim,
action, suit or proceeding brought against him by reason of his being or having
been a Director or officer of this corporation, whether or not he is a Director
or officer at the time of incurring such expense. Furthermore, each such
Director or officer shall, to the fullest extent allowed b law, be indemnified
and held harmless by this corporation against any judgment that may be recovered
against him in such action; provided, however, that no Director or officer shall
be indemnified by this corporation with respect to matters as to
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which he or she is finally adjudged in any such action, suit or proceeding to
have been guilty of willful misconduct detrimental to the best interest of the
corporation.
ARTICLE 9
AMENDMENTS
9.1 The corporation reserves the right to amend, alter, change
or repeal any provisions contained in these Articles of Incorporation, in the
manner now or hereafter prescribed by statute and all rights conferred upon
shareholders herein are granted subject to this reservation.
9.2 Any amendment may be adopted by the affirmative vote of
the holders of a majority of the voting power of all shareholders entitled under
these Articles to vote, except as may be otherwise prescribed by the laws of the
State of Minnesota.
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