ARTICLES OF INCORPORATION
OF CHERNE TEST BALL, INC.
We, the undersigned, of full age, for the purpose of forming a
corporation under and pursuant to the provisions of Chapter 301, Minnesota
Statutes, known as the Minnesota Business Corporation Act, and laws amendatory
thereof and supplementary thereto, do hereby associate ourselves as a body
corporate and adopt the following Articles of Incorporation:
ARTICLE I
The name of this corporation is CHERNE TEST BALL, INC.
Its purposes are to engage in the business of the manufacture and sale
of testing equipment and the doing of all things necessary or expedient to
perform the general purpose or carry ut the general nature of said business.
To guarantee, purchase or otherwise acquire, and to sell, assign,
transfer, mortgage, pledge or otherwise dispose of the capital stock, bonds or
other evidence of indebtness granted or issued to this or other incorporation,
partnerships, associations, or individuals and while the owner of such stock, to
exercise all of the rights and privileges of ownership, including the right to
vote thereon to the same extent as a natural person might or could do;
To acquire and pay for in cash, stocks, or bonds of this corporation or
otherwise, the good will, rights, assets and property and to undertake or assume
the whole or any part of the obligations or the liabilities of any person, firm,
association or corporation;
To enter into, make and perform and carry out contracts of every kind
for any lawful purpose without limit as to amount with any person, discount,
execute and issue promissory notes, drafts, bills of exchange, warrants, trade
acceptance, bonds, debentures and other negotiable or transferable instruments,
and to secure the same by mortgage, pledge, deed of trust or otherwise and in
general to carry on any other business in connection with the foregoing and to
have and exercise all the powers conferred by the laws of Minnesota upon
corporations formed under the laws of said state;
To have its offices, conduct its business, promote its objects and
carry on all of its operations within or without the State of Minnesota and
without restrictions as to place or amount;
To do any or all the things herein set forth to the same extent as
natural persons might or could do in any part of the world as principal, agent,
contractor, trustee or otherwise, alone or in company with others.
ARTICLE III
The period of duration of this corporation shall be perpetual.
ARTICLE IV
The location and post office address of the registered office of this
corporation in Minnesota is 1120 North Oakvale Road, Hopkins, Minnesota.
ARTICLE V
The total authorized number of shares without par value is Twenty Five
Hundred (2,500) shares.
ARTICLE VI
There shall be but one class of shares, which shall be known as common shares
and which shall have equal voting rights.
ARTICLE VII
Business shall be One Thousand and no/100 dollars ($1,000.00).
ARTICLE VIII
The names, post office addresses and terms of office of the first
Directors shall be as follows:
Lloyd G. Cherne 11203 North Oakvale Road, Hopkins, Minn.
Joan A. Cherne 11203 North Oakvale Road, Hopkins, Minn.
Charles E. Anderson 4713 West 40 Lane, Mpls., Minnesota
The first Directors shall hold their respective offices until the first
annual meeting or until their successors are elected to vote, and the Directors
thereafter so elected shall hold office for a term on one year.
ARTICLE IX
The name and post office address of each of the incorporators of this
corporation is as follows:
Lloyd G. Cherne 11203 North Oakvale Road, Hopkins, Minn.
Joan A. Cherne 11203 North Oakvale Road, Hopkins, Minn.
Charles E. Anderson 4713 West 40 Lane, Mpls., Minnesota
ARTICLE X
The officers of this corporation shall be a President, a Vice President, a
Secretary and a Treasurer. Any two offices, except that of President and
Secretary, may be held by one person, and no officer, save the President need be
a Director.
Lloyd G. Cherne President
Charles E. Anderson Vice-President
Joan A. Cherne Secretary-Treasurer
By-laws; provided, however, that the Board shall not make or alter any By-laws
fixing their number, qualifications, classifications or term of office.
IN TESTIMONY WHEREOF, the undersigned have hereunto set their names and
affixed their seal this 4th day of April, 1960
WITNESSED:
/s/ Lloyd G. Cherne
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/s/ Joan A. Cherne
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/s/ Charles E. Anderson
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STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
On this 4th day of April, 1960, before me, a Notary Public in and for
said County, personally appeared Lloyd Cherne, Joan A. Cherne, and Charles E.
Anderson, to me known to be the persons described in and who executed the
foregoing instrument, and acknowledged that they executed the same as their free
act and deed.
/s/ Shirley Thompson
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Notary Public, Hennepin Col., Minn
My commission expires 6/19/1966