EXHIBIT 3
1990 RESTATED
ARTICLES OF INCORPORATION
OF
IN FOCUS SYSTEMS, INC.
Pursuant to the Oregon Business Corporation Act, the undersigned
corporation adopts the following 1990 Restated Articles of Incorporation,
EFFECTIVE DECEMBER 29, 1990 AT 12:01 A.M., which shall supersede the original
Articles of Incorporation and all prior amendments and restatements thereto.
ARTICLE I
The name of this Corporation is IN FOCUS SYSTEMS, INC. and its duration
shall be perpetual.
ARTICLE II
The Corporation is organized for purposes of:
(1) Developing, manufacturing, and marketing visual display and
presentation products utilizing state-of-the-art liquid crystal display
technology; and
(2) Engaging in any other lawful activity for which corporations may
be organized under the Oregon Business Corporation Act.
ARTICLE III
The aggregate number of shares which the Corporation shall have authority
to issue is 30,000,000 shares of Common Stock.
ARTICLE IV
The address of the registered office of the Corporation is:
121 S.W. Morrison
Eleventh Floor
Page 1 - 1990 Restated Articles of Incorporation
Portland, Oregon 97204
and the name of its registered agent at such address is Stephen J. Connolly.
ARTICLE V
The address where the Division may mail notices:
Stephen J. Connolly, Esq.
121 S.W. Morrison
Eleventh Floor
Portland, Oregon 97204
ARTICLE VI
To the fullest extent permitted by the Oregon Business Corporation Act,
as it exists on the date hereof or may hereafter be amended or be restricted
by other applicable law then in effect, this Corporation shall indemnify any
person who has been made, or is threatened to be made, a party to an action,
suit, or proceeding, whether civil, criminal, administrative, investigative,
or otherwise (including an action, suit, or proceeding by or in the right of
the Corporation) by reason of the fact that the person is or was a director
or officer of the Corporation, or a fiduciary within the meaning of the
Employee Retirement Income Security Act of 1974 with respect to any employee
benefit plan of the Corporation, or serves or served at the request of the
Corporation as a director or officer, or as a fiduciary of an employee
benefit plan, of another corporation, partnership, joint venture, trust, or
other enterprise. This Article VI shall not be deemed exclusive of any other
provisions for indemnification of directors, officers and fiduciaries that
may be included in any statute, bylaw, agreement, resolution of shareholders
or directors or otherwise, both as to action in any official capacity and
action in another capacity while holding office.
ARTICLE VII
The Corporation elects to waive preemptive rights and no shareholder shall
have any preemptive or preferential right
Page 2 - 1990 Restated Articles of Incorporation
to subscribe to or otherwise acquire any shares of stock of the Corporation,
or any obligations or securities convertible into or carrying options or
warrants to purchase shares of stock of the Corporation, whether now or
hereafter authorized and whether or not the issuance or sale of any such
shares, obligations, or securities would adversely affect such shareholder's
proportionate voting power, other than such rights, if any, as the Board of
Directors in its discretion from time to time may grant, and at such price as
the Board of Directors may fix.
ARTICLE VIII
No director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for conduct as a
director, provided that this Article VIII shall not eliminate the liability
of a director for any act or omission for which such elimination of liability
is not permitted under the Oregon Business Corporation Act. No amendment to
the Oregon Business Corporation Act that further limits the acts or omissions
for which elimination of liability is permitted shall affect the liability of
a director for any act or omission which occurs prior to the effective date
of such amendment.
The undersigned officer declares under penalty of perjury that he has
examined the foregoing and, to the best of his knowledge and belief, it is
true, correct and complete.
DATED this 28th day of December, 1990, effective December 29, 1990 at
12:01 a.m.
IN FOCUS SYSTEMS, INC.
By: /s/
------------------------------------
Joseph I. Martin, Secretary
Person to contact about this filing:
Page 3 - 1990 Restated Articles of Incorporation
Stephen J. Connolly, Esq.
GARVEY, SCHUBERT & BARER
121 S.W. Morrison
Eleventh Floor
Portland, Oregon 97204
Telephone: (503) 228-3939
Page 4 - 1990 Restated Articles of Incorporation
EXHIBIT A
TO
1990 RESTATED
ARTICLES OF INCORPORATION
OF
IN FOCUS SYSTEMS, INC.
Article III of the 1990 Restated Articles of Incorporation of In Focus
Systems, Inc. is amended to read as follows:
ARTICLE III
THE AGGREGATE NUMBER OF SHARES WHICH THE CORPORATION
SHALL HAVE AUTHORITY TO ISSUE IS 50,000,000 SHARES OF
COMMON STOCK.