EXHIBIT 3.2
THE CHROMALINE CORPORATION
ARTICLES OF MERGER
Pursuant to Section 302A.621 of the Minnesota Business Corporation Act,
the undersigned officer of The Chromaline Corporation, a Minnesota corporation
(the "Surviving Corporation"), which is the owner of all of the issued and
outstanding shares of Common Stock, $.01 par value per share, of Ikonics
Corporation., a Minnesota corporation (the "Subsidiary Corporation"), which is
the only outstanding class of capital stock of the Subsidiary Corporation,
hereby executes and files these Articles of Merger:
FIRST: The Plan of Merger providing for the merger of the Subsidiary
Corporation into the Surviving Corporation, in the form of resolutions duly
adopted by the Board of Directors of the Surviving Corporation on November 19,
2002, is attached hereto as Exhibit A.
SECOND: The number of outstanding shares of each class and series of
the Subsidiary Corporation and the number of shares of each class and series of
the Subsidiary Corporation owned by the Surviving Corporation are as follows:
Number of Shares
Designation of Class Number of Outstanding Owned by Surviving
& Series Shares Corporation
-------------------- --------------------- ------------------
Common Stock, 1,000 1,000
$.01 par value
THIRD: The Plan of Merger has been duly approved by the Surviving
Corporation under Minnesota Statutes Section 302A.621.
FOURTH: There are no shareholders of the Subsidiary Corporation other
than the Surviving Corporation, and accordingly, there is no notice required to
any other shareholder pursuant to Minnesota Statutes Section 302A.621, Subd. 2.
FIFTH: Upon the effective time of the merger, pursuant to Minnesota
Statutes Section 302A.621, Subd. 1, Article I of the Surviving Corporation's
Restated Articles of Incorporation shall be amended in its entirety to read as
follows:
"1.1 The name of this corporation shall be Ikonics Corporation."
SIXTH: The merger shall be effective at 12:01 a.m., Minneapolis,
Minnesota time, on December 16, 2002.
Dated: December 12, 2002.
THE CHROMALINE CORPORATION
By /s/ Jeffery A. Laabs
---------------------------------
Jeffery A. Laabs
Chief Financial Officer and Secretary
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EXHIBIT A
THE CHROMALINE CORPORATION
RESOLUTIONS OF THE
BOARD OF DIRECTORS
WHEREAS, it is the judgment of the Board of Directors of The
Chromaline Corporation (the "Company") that it is in the best interests of the
Company and its shareholders to effect the change of the name of the Company to
"Ikonics Corporation" by way of the merger of Ikonics Corporation, a Minnesota
corporation and a newly-formed and wholly-owned subsidiary of the Company (the
"Subsidiary") with and into the Company pursuant to Section 302A.621 of the
Minnesota Business Corporation Act;
RESOLVED, that the officers of the Company, and each of them,
are hereby authorized to take such actions as those officers, or any of them,
deem necessary or appropriate to incorporate the Subsidiary, to appoint Jeffery
A. Laabs as the first director of the Subsidiary, and to subscribe the Company
for 1,000 shares of Common Stock of the Subsidiary, at a price of $.01 per
share, for an aggregate purchase price of $10.00.
RESOLVED FURTHER, that the Subsidiary be merged with and into
the Company pursuant to Section 302A.621 of the Minnesota Business Corporation
Act in accordance with the further resolutions set forth below (which
resolutions shall constitute the Plan of Merger).
RESOLVED FURTHER, that at the effective time of the merger,
all of the outstanding shares of Common Stock of the Subsidiary, $.01 par value
per share, shall be canceled, and no securities of the Company or any other
corporation, or any money or other property, shall be issued to the Company in
exchange therefor.
RESOLVED FURTHER, that the merger shall be effective at 12:01
a.m., Minneapolis, Minnesota time, on December 16, 2002.
RESOLVED FURTHER, that Jeffery A. Laabs, Secretary of the
Company, or any other officer of the Company, is hereby authorized and directed
to execute, for and on behalf of the Company, Articles of Merger setting forth
the Plan of Merger and such other information as required by law, and to cause
those articles to be filed for record with the Secretary of State of the State
of Minnesota in the manner required by law.
RESOLVED FURTHER, that upon the effective time of the merger,
pursuant to Section 302A.621, Subd. 1, of the Minnesota Business Corporation
Act, by virtue of the filing of the Articles of Merger and without any further
action by the Company, its Board of Directors, or its shareholders, Article I of
the Company's Restated Articles of Incorporation shall be amended in its
entirety to read as follows:
"1.1 The name of this corporation shall be Ikonics Corporation"
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RESOLVED FURTHER, that the officers of the Company, and each
of them, are hereby authorized, for and on behalf of the Company, to take such
other action as those officers, or any of them, deem necessary or appropriate to
carry out the purpose of the foregoing resolutions.
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