How to change your corporate articles of incorporation form
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Amendment to Articles of Incorporation to Broaden the Statementof the Nature and Purpose of the Business of the Corporation
Article II of the Company's Articles of Incorporation, which states the general nature and
purpose of the Corporation, has not been changed since the Company's adoption of restated articles of
incorporation in 1944. It provides that the purpose of the Corporation is to "engage in a general job
and check printing and lithographing business" and "to acquire or otherwise deal in property required
for or incidental to the conduct of the business, or which the board may anticipate is likely to be
required for or incidental to the conduct of its business." A copy of the full text of Article II is
attached as an exhibit to this proxy statement.
During the last few years, the Company has been diversifying its activities beyond its
traditional printing areas through the acquisition of new businesses and additions to its product lines.
In 1988, the shareholders approved a change in the name of the Company to reflect that
diversification effort. Counsel for the Company has recommended that the shareholders also amend
Article II to state that the Company has general business purposes in order to make it clear that the
Company may engage in any business for which a corporation may be formed under the Minnesota
Business Corporation Act.
Therefore, the board of directors has approved and recommended that the shareholders adopt
the following resolution to amend Article II of the Company's Articles of Incorporation:
RESOLVED, That Article II of the Articles of Incorporation of this Corporation be and is
hereby amended to read in its entirety as follows:The Corporation shall have general business purposes.
If approved, the amendment to Article 11 would be effective upon the filing of Articles of
Amendment with the Secretary of State of Minnesota, which would occur promptly after the meeting.
The affirmative vote of the holders of a majority of the outstanding shares of the Company
present and entitled to vote is necessary to adopt the amendment to the Articles of Incorporation.
Unless otherwise instructed, the proxies will vote for the adoption of the amendment. The board of
directors unanimously recommends the adoption of the amendment.
EXHIBIT
ARTICLE II
The general nature and purpose of the business of this Corporation shall be as follows:
(a) To engage in a general job and bank check printing and lithographing business;
(b) To acquire by purchase, lease, or otherwise take, hold, own, sell, exchange, transfer, lease, repair, maintain, operate, improve, mortgage, or in any other manner deal in and
with real property, personal property, and mixed property required for or incidental to
the conduct of the business of this Corporation or which the board of directors may
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anticipate as likely to be required for or incidental to the conduct of its business,
wherever situated, whether within or without the State of Minnesota;
(c) To buy, acquire in any manner, trade in and for, sell, mortgage, pledge, hold, own, exchange, assign, endorse, transfer, deal in and with and dispose of the shares, bonds,
securities, and other evidences of indebtedness of this Corporation and also of any
domestic or foreign corporation when required for or incidental to the conduct of the
business of this Corporation or when the board of directors may anticipate the same as
likely to be required for or to be incidental to the conduct of its business;
(d) To transact the business for which the Corporation is created, either within or her within or without the State of Minnesota.
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