Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - INSIGNIA SYSTEMS INC/MN | a2021_0105isigexh991.htm |
| EX-3.1 - EXHIBIT 3.1 - INSIGNIA SYSTEMS INC/MN | a2021_0105isigexh31.htm |
| 8-K - FORM 8-K - INSIGNIA SYSTEMS INC/MN | a2021_0105isigform8k.htm |
Exhibit 3.2
RESTATED ARTICLES OF INCORPORATION
OF
INSIGNIA SYSTEMS, INC.
I, the
undersigned, being a natural person of full age, for the purpose of
forming a corporation under Minnesota Statutes, Chapter 302A, do
hereby adopt the following Articles of Incorporation:
ARTICLE I - NAME
The
name of the corporation shall be Insignia Systems,
Inc.
ARTICLE II — REGISTERED OFFICE
The
location and post office address of the corporation’s
registered office in the State of Minnesota shall be 8799 Brooklyn
Blvd., Minneapolis, MN 55445.
ARTICLE III - STOCK
1. Authorized
Shares. The authorized shares of stock of the corporation
shall be 5,714,285 shares of common stock having a par value of
$.01 per share.
2. No
Preemptive Rights. No shareholder of the corporation shall
have any preemptive or other right to acquire the common stock or
any other securities of the corporation.
3. No
Cumulative Voting. The shareholders of the corporation shall
not be entitled to cumulate their votes in the election of
directors.
ARTICLE IV - INCORPORATOR
The
name and post office address of the incorporator are as
follows:
James
C. Diracles
3500
IDS Center
80
South Eighth Street
Minneapolis,
MN 55402
ARTICLE V - DIRECTORS
The
following persons shall be the directors of the corporation until
their successors are elected and have qualified, or until their
earlier death, resignation, removal, or
disqualification:
G.L.
Hoffman
David
Eiss
ARTICLE VI — LIABILITY OF DIRECTORS
To the
fullest extent permitted by the Minnesota Business Corporation Act,
as the same exists or may hereafter be amended, a director of this
corporation shall not be personally liable to the corporation or
its shareholders for monetary damages for breach of fiduciary duty
as a director. A repeal or modification of this Article shall not
apply to any act or omission by a director which occurs prior to
the effective date of such repeal or modification.
These
Restated Articles of Incorporation of Insignia Systems, Inc. have
been adopted pursuant to Minnesota Statutes, Chapter 302A and
correctly set forth without change the corresponding provisions of
the articles as previously amended.
IN WITNESS WHEREOF, I have subscribed my name this
4th
day of January
2021.
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/s/
Kristine A.
Glancy
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Kristine A. Glancy
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Secretary
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