EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
SKYWAY ADVERTISING, INC.
The undersigned, being of full age and for the purpose of forming a
corporation under Minnesota Statutes Chapter 302A, does hereby adopt the
following Articles of Incorporation:
ARTICLE I
Name
The name of this corporation shall be Skyway Advertising, Inc.
ARTICLE II
Registered Office
The location and address of this corporation's registered office in this
state shall be 12 South Sixth Street, Suite 1126, Minneapolis, MN 55402.
ARTICLE III
Authorized Capital
The total authorized number of shares of this corporation is One Million
(1,000,000) shares. Common Stock shall have the par value of one cent ($.01)
per share. The Board of Directors has the authority to establish more than one
class or series of shares and to fix the relative rights and
preferences of any such different classes or series.
ARTICLE IV
Cumulative Voting Prohibition
Shareholders shall have no rights of cumulative voting.
ARTICLE V
Preemptive Rights Prohibition
Shareholders shall have no rights, preemptive or otherwise, to acquire any
part of any unissued shares or other securities of this
corporation or of any rights to purchase shares or
other securities of this corporation before the corporation may offer them to
other persons.
ARTICLE VI
Incorporator
The name and address of the incorporator of this corporation is:
Jeff C. Anderson
3400 City Center
33 South Sixth Street
Minneapolis, MN 55402
ARTICLE VII
Limitation of Director Liability
A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for (i) liability based on a
breach of the duty of loyalty to the corporation or the shareholders; (ii)
liability for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law; (iii) liability
based on the payment of an improper dividend or an
improper repurchase of the corporation's stock under
Minnesota Statutes Section 302A.559; or
(iv) liability for any transaction from
which the director derived an improper personal benefit.
If Minnesota Statutes Chapter 302A hereafter is amended to authorize the
further elimination or limitation of the liability of
directors, then the liability of a director of the corporation, in
addition to the limitation on personal liability provided herein, shall be
limited to the fullest extent permitted by Minnesota Statutes
Chapter 302A, as amended. Any repeal or modification of this
Article by the shareholders of the corporation shall be prospective only
and shall not adversely affect any limitation on the personal liability of a
director of the corporation existing at the time of such repeal
or modification.
ARTICLE IX
Directors Action by Written Consent
Any action required or permitted to be taken at a meeting of the Board of
Directors may be taken by written action signed by all of the directors
then in office, unless the action is
one which need not be approved by the shareholders,
in which case such action shall be
effective if signed by the number of directors that would be
required to take the same action at
a meeting at which all directors were present.
IN WITNESS WHEREOF, the undersigned has set his hand this day of
____________, 1993
STATE OF MINNESOTA Anderson, Incorporator
DEPARTMENT OF STATE
FILED
MAR 9 1993
/s/ Joan Anderson Growe
Secretary of State
AMENDED ARTICLES OF INCORPORATION
OF
ILLUMINATED MEDIA INC.
The Undersigned, being of full age and for the purpose of forming a
corporation under Minnesota Statutes Chapter 302A, does hereby adopt the
following Articles of Incorporation:
ARTICLE I
Name
The name of this corporation shall be Illuminated Meda Inc.
ARTICLE I
Registered Office
The location and address of this corpcraton's registered office in
this state shall be 15 South 5th Street, Suite 715, Minneapolis, Minnesota
55402.
ARTICLE III
Authorized Capital
The total authorized number of shares of this corporaton is One
Mi1lion (1,000,000) shares. Common Stock shall have the par va1ue of one
cent ($.01) per share. The Board of Directors has the authority to establish
more than one class or series of shares and to fix the relative rights and
preferences of any such different classes or series.
ARTICLE IV
Cumulative Voting Prohibition
Shareholders have no rights of cumulative voting.
ARTICLE V
Preemptive Rights Prohibition
Shareholders shall have no rights, preemptive or otherwise, to acquire
any part of any unissued shares or other securities.
ACTION IN WRITING BY THE SHAREHOLDERS
OF
SKYWAY ADVERTISING, INC.
The undersigned, being all of the shareholders of Skyway Advertising,
Inc., a Minnesota corporation (the "Corporation"), do hereby take the following
action pursuant to section 302A.441 of Minnesota Statutes in lieu of a meeting
of shareholders effective the 20th day of July, 1996:
Change of Corporate Name
WHEREAS, the Corporation has sought out, developed, or otherwise
acquired the rights to utilize new technologies in its backlit Skyway Ads
units that expand and increase the capabilities of this advertising medium;
and
WHEREAS, as a result of the implementation of these new technologies,
the name "Skyway Advertising, Inc." does not adequately describe the products
and services that the Corporation can now offer to its advertising customers;
NOW, THEREFORE, BE IT
RESOLVED, that the name of the Corporation shall be changed
to: Illuminated Media Inc.
and that Article I of the Articles of Incorporation shall be amended to reflect
said change. Effective as of the date first above written.
Robert H. Blank Rick Johnson
Ann E. Tatlock Sona T. Plumer
State of Minnesota
Department of State
Filed Aug. 12 1996
/s/ Joan Anderson Growe
Secretary of State
SECOND AMENDED ARTICLES OF INCORPORATION
OF
ILLUMINATED MEDIA INC.
The Undersigned, being of full age and for the purpose of forming a
corporation under Minnesota Statutes Chapter 302A, does hereby adopt the
following Articles of Incorporation:
ARTICLE I
Name
The name of this corporation shall be Illuminated Media Inc.
ARTICLE II
Registered Office
The location and address of this corporation's registered office in this
state shall be 15 South 5th Street, Suite 715, Minneapolis, Minnesota 55402.
ARTICLE III
Authorized Capital
The total authorized number of shares of this corporation is Ten Million
(10,000,000) shares. Common Stock shall have the par value of one cent ($.01)
per share. The Board of Directors has the authority to establish more than one
class or series of shares and to fix the relative rights and preferences of any
such different classes or series.
ARTICLE IV
Cumulative Voting Prohibition
Shareholders have no rights of cumulative voting.
ARTICLE V
Preemptive Rights Prohibition
Shareholders shall have no rights, preemptive or otherwise, to acquire any
part of any unissued shares or other securities