EXHIBIT 3.1AA
AGREEMENT OF MERGER
OF
F-M ENGINEERING COMPANY, INCORPORATED
AND
BEN GUSTAFSON & SON MANUFACTURING CO.
THIS AGREEMENT OF MERGER, dated the 27th day of September, 1960, made by
and between a majority of the directors of F-M ENGINEERING COMPANY,
INCORPORATED, a Minnesota corporation (hereinafter sometimes called "F-M"), as
parties of the first part, and a majority of the directors of BEN GUSTAFSON &
SON MANUFACTURING CO., a Minnesota corporation (hereinafter sometimes called
"GUSTAFSON & SON"), as parties of the second part,
WITNESSETH THAT:
WHEREAS, the total number of authorized shares of F-M is Ten Thousand
(10,000) shares of common stock, all of one class and all having no nominal or
par value, of which 3,000 shares are outstanding, and
WHEREAS, the total number of authorized shares of GUSTAFSON & SON is One
Hundred Thousand (100,000) shares of common stock, all of one class and all
having a par value of $1.00 each, of which 35,000 shares are outstanding, and
WHEREAS, a majority of the directors of F-M and GUSTAFSON & SON,
respectively, deem it advisable and in the best interests of the respective
corporations to merge said corporations under the laws of Minnesota into a
single corporation, which shall be one of said corporations, viz. F-M but under
the new corporate name of "Gustafson Manufacturing Company, Inc.",
NOW, THEREFORE, the parties hereto hereby agree upon and adopt this
Agreement of Merger and further agree that F-M Engineering Company,
Incorporated, a Minnesota corporation, is the "Surviving Corporation" as that
term is used in the statutes of the State of Minnesota and that in lieu of the
previous Articles of Incorporation of said Surviving Corporation, Articles I
through XII hereof shall constitute the Articles of Incorporation of the
Surviving Corporation; the Agreement of Merger prescribing further the terms and
conditions of said merger and the mode of carrying the same into effect being as
follows:
I
The name of the Surviving Corporation shall be GUSTAFSON MANUFACTURING
COMPANY, INC.
II
The purposes of the Surviving Corporation shall be as follows:
(a) To engage in the manufacture, sale and distribution, both at
wholesale and retail, of farm machinery, seed treating equipment, electrical
equipment, mechanical equipment, household and farm appliances, chemical
dispensers or proportioners and vehicle parts and sundries; and various related
parts or supplies used in connection with said products to buy and sell and deal
in any of the above, and to operate in connection therewith a repair shop and
department, and to manufacture and sell and deal in metal, plastic and wood
products.
(b) To manufacture, buy, sell, deal in, and to engage in, conduct and
carry on the business of manufacturing, buying, selling and dealing in goods,
wares, and merchandise of every class and description as a wholesale
distributor, jobber or retailer.
(c) To purchase or otherwise acquire letters patent, concessions,
licenses, inventions, rights and privileges, subject to royalty or otherwise,
and whether exclusive, nonexclusive or limited, or any part interest in such
letters patent, concessions, licenses, inventions, rights and privileges,
whether in the United States or in any other part of the world; and to sell, let
or grant any patent rights, concessions, licenses, inventions, rights or
privileges belonging to the company, or which it may acquire, or any interest in
the same; and to register any patent or patents for any invention or inventions,
or obtain exclusive or other privileges in respect of the same, in any part of
the world, and to apply for, exercise, use or otherwise deal with or turn to
account any patent rights, concessions, monopolies or other rights or
privileges, either in the United States or in any other part of the world; and
to develop, manufacture and produce, and trade and deal in all machinery, plant,
articles, appliances, things capable of being manufactured, produced or traded
in by virtue of or in connection with any such letters patent, concessions,
licenses, inventions, rights or privileges as aforesaid.
(d) To purchase, acquire, hold, pledge, hypothecate, sell or otherwise
dispose of shares, bonds, securities or other evidence of indebtedness.
of any person, government, or of any domestic or foreign corporation, and while
the owner thereof to exercise all the rights, powers and privileges of
ownership.
(e) To have one or more offices to carry on all or any part of its
operations and business and, without restriction or limit as to amount, to
purchase or otherwise acquire, hold, own, mortgage, sell, convey or otherwise
dispose of real and personal property of every kind and description in any of
the states, districts, territories or colonies of the United States and in any
and all foreign countries.
(f) To issue bonds or obligations of this corporation from time to time
for any of the objects or purposes of the corporation and to secure the same by
mortgage, pledge, deed of trust or otherwise.
(g) To acquire stock or bonds of this corporation, to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm, association or corporation.
(h) To have and to exercise all the powers conferred by the laws of
Minnesota upon corporations formed under the Minnesota Business Corporation Act
and to do any of the things hereinbefore set forth to the same extent as natural
persons might do or could do.
The foregoing clauses shall be construed both as objects and powers, and
the enumeration of specific powers shall not be held to limit or restrict in any
manner the powers of this corporation.
III
The period of duration of the Surviving Corporation shall be perpetual.
IV
The location and post office address of the registered office of the
Surviving Corporation shall be 6501 Cambridge Street, Minneapolis 26, Minnesota.
V
The total authorized number of shares which may be issued by the
Surviving Corporation shall be one hundred thousand (100,000), all of one class
and of the par value of $1.00 per share. The shareholders of this corporation
shall have no pre-emptive rights to subscribe to any issue of shares or other
securities of this corporation now or hereafter authorized.
VI
The amount of stated capital with which the Surviving Corporation shall
begin business shall be Thirty-six Thousand Dollars ($36,000).
VII
The names and post office addresses and terms of office of the first
directors of the Surviving Corporation are as follows:
Name Post Office Address Term
- ------------------ ---------------------- -------------------------
Wayne Gustafson 5405 Hansen Road Until next annual meeting
Minneapolis, Minnesota
William S. Acheson l6835 Patricia Lane Until next annual meeting
Hopkins, Minnesota
Dorothy Gustafson 5405 Hansen Road Until next annual meeting
Minneapolis, Minnesota
VIII
The names and post office addresses of each of the incorporators of the
Surviving Corporation were:
Wayne Gustafson 5405 Hansen Road
Minneapolis, Minnesota
Hugo V. Olson 1508 3rd Street South
Moorhead, Minnesota
William S. Acheson 16635 Patricia Lane
Hopkins, Minnesota
IX
The Board of Directors of the Surviving Corporation shall have authority
to accept or reject subscriptions for shares made after incorporation, may grant
rights to convert any securities of this corporation into shares of any class or
classes, or grant options to purchase or subscribe for shares of any class or
classes or for other securities of this corporation convertible into such
shares.
-4-
X
The Board of Directors of the Surviving Corporation shall have authority
to make and alter the Bylaws of this corporation subject to the power of the
shareholders to change or repeal such Bylaws provided that the Board of
Directors shall not alter any Bylaw fixing their number, qualifications,
classifications or terms of office.
XI
The holders of a majority of the outstanding shares shall have power to
authorize the sale, lease, exchange or other disposal of all or substantially
all of the property and assets of this corporation, including its good will, to
amend this Agreement of Merger, and to adopt or reject an agreement of
consolidation or merger.
XII
The Surviving Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Agreement of Merger, in the manner now or
hereafter prescribed by statute or as herein provided, and all rights conferred
upon shareholders herein are granted subject to this reservation.
XIII
Until further action of the Board of Directors or shareholders of the
Surviving Corporation, the Bylaws of F-M Engineering Company, Incorporated, in
force at the effective date of this Agreement of Merger shall constitute the
Bylaws of the Surviving Corporation.
XIV
The manner of converting the shares of each of the corporations which
are parties hereto into shares of the Surviving Corporation shall be as follows:
(a) Each outstanding share of F-M shall be and become three (3) shares
of the Surviving Corporation.
(b) Each outstanding share of GUSTAFSON & SON shall be and become
seventy-five one hundredths (.75) of a share of the Surviving Corporation.
-5-
XV
If at any time the Surviving Corporation shall be advised that any
further assignments, deeds, assurances in the law or other things are necessary
or desirable to vest in the Surviving Corporation the title of any property of
any of said corporations, parties hereto, the proper officers and directors of
said corporations, respectively, shall and will execute all proper assignments,
deeds and assurances in the law and do all things necessary and proper to vest
title to such property in the Surviving Corporation and otherwise carry out the
purposes of this Agreement of Merger.
XVI
This Agreement of Merger shall be submitted to the shareholders of said
corporations, parties hereto, as provided by law of the State of Minnesota and
shall become legally effective upon (i) the adoption of this Agreement of Merger
by the vote of the requisite number of holders of shares of each of said
corporations, parties hereto, respectively, and (ii) the filing and recording
hereof as required by the law of the State of Minnesota; provided, however, it
is intended that this agreement shall take effect except insofar as may be
otherwise provided by law as of the close of business on September 30, 1960.
IN WITNESS WHEREOF, this Agreement of Merger has been signed by the
Directors, or a majority thereof, of each of the parties to said Agreement of
Merger, respectively, all as of the day and year first written above.
/s/ [signature]
----------------------------------------
(A majority of the Directors of F-M
Engineering Company, Incorporated)
/s/ [signature]
----------------------------------------
(A majority of the Directors of Ben
Gustafson & Son Manufacturing Co.)
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