RESTATED ARTICLES OF INCORPORATION
ARCTIC CAT INC.
Pursuant to the provisions of Chapter 302A of the Minnesota Statutes,
known as the Minnesota Business Corporation Act, and laws amendatory thereof
and supplementary thereto, the following Restated Articles of Incorporation are
adopted and shall supersede and take the place of the existing Restated
Articles of Incorporation and any amendments thereto.
The name of this Corporation shall be Arctic Cat Inc.
The address of the registered office of the Corporation shall be 600
Brooks Avenue South, P.O. Box 810, Thief River Falls, Minnesota, 56701.
SECTION 1. The authorized capital stock of this Corporation shall
consist of 47,500,000 shares which shall be 45,000,000 shares of common stock
of the par value of one cent ($.01) per share (the "Common Stock") and
2,500,000 shares of preferred stock of the par value of One Dollar ($1.00) per
share (the "Preferred Stock"). The designations and the powers, preferences
and rights, and the qualifications, limitations or restrictions of the shares
of each class of stock shall be as follows:
SECTION 2. Preferred Stock. The Preferred Stock may be issued from
time to time by the Board of Directors as shares of one or more series.
Subject to the provisions hereof and the limitations prescribed by law,
the Board of Directors is expressly authorized by adopting resolutions
providing for the issuance of shares of any particular series and, if and
to the extent from time to time required by law, by filing with the
Minnesota Secretary of State a statement with respect to the adoption of
the resolutions pursuant to the Minnesota Business Corporation Act (or
other law hereafter in effect relating to the same or substantially
similar subject matter), to establish the number of shares to be included
in each such series and to fix the designation and relative powers,
preferences and rights and the qualifications, limitations or restrictions
thereof relating to the shares of each such series. The authority of the
Board of Directors with respect to each series shall include, but not be
limited to, determination of the following:
(a) the distinctive serial designation of such series and the number
of shares constituting such series, provided that the aggregate number of
shares constituting all series of Preferred Stock shall not exceed
(b) the annual dividend rate on shares of such series, if any,
whether dividends shall be cumulative and, if so, from which date or
(c) whether the shares of such series shall be redeemable and, if so
, the terms and conditions of such redemption, including the date or dates
upon and after which such shares shall be redeemable, and the amount per
share payable in case of redemption, which amount may vary under different
conditions and at different redemption dates;
(d) the obligation, if any, of the Corporation to retire shares of
such series pursuant to a sinking fund;
(e) whether shares of such series shall be convertible into, or
exchangeable for, shares of stock of any other class or classes and, if so
, the terms and conditions of such conversion or exchange, including the
price or prices or the rate or rates of conversion or exchange and the
terms of adjustment, if any;
(f) whether the shares of such series shall have voting rights, in
addition to any voting rights provided by law, and, if so, the terms of
such voting rights;
(g) the rights of the shares of such series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
(h) any other relative rights, powers, preferences, qualifications,
limitations or restrictions thereof relating to such series.
The shares of Preferred Stock of any one series shall be identical with each
other in all respects except as to the dates from and after which dividends
thereon shall cumulate, if cumulative.
SECTION 4. Common Stock. Subject to all of the rights of the
Preferred Stock, and except as may be expressly provided with respect to the
Preferred Stock herein, by law or by the Board of Directors pursuant to this
(a) dividends may be declared and paid or set apart for payment upon
the Common Stock out of any assets or funds of the Corporation legally
available for the payment of dividends;
(b) the holders of Common Stock shall have the right to vote for the
election of directors and on all other matters requiring stockholder
action , each share being entitled to one vote;
(c) upon the voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, the net assets of the Corporation shall be
distributed pro rata to the holders of the Common Stock in accordance with
their respective share ownership; and
(d) the Board of Directors may, from time to time, establish by
resolution different classes or series of shares and may fix the rights
and preferences of said shares in any class or series; and the Board of
Directors shall have the authority to issue shares of a class or series to
holders of shares of another class or series to effectuate share dividends
, splits, or conversion of its outstanding shares.
Any action required or permitted to be taken at a Board of Directors'
meeting may be taken by written action signed by the number of directors that
would be required to take the same action at a meeting of the Board of
Directors at which all directors were present. The written action is effective
when signed by the required number of directors unless a different effective
time is provided in the written action.
SECTION 1. Number and Tenure. The business and affairs of this
Corporation shall be managed by or under the direction of a Board of Directors
consisting of not less than three (3) or more than nine (9) directors. The
directors shall be divided into three (3) classes, as nearly equal in number
as the then total number of directors constituting the whole Board permits,
with the term of office of one class expiring each year. Except as otherwise
provided in this Article V, each director shall be elected by the shareholders
to hold office for a term expiring at the third succeeding regular meeting of
shareholders following the regular meeting at which such director was elected.
Each director shall serve until his or her successor has been duly elected and
qualified, unless he or she shall retire, resign, die or be removed.
SECTION 2. Vacancies. Any vacancies occurring in the Board of
Directors for any reason, and any newly created directorships resulting from an
increase in the number of directors, may be filled by a majority of the
directors in office. Any directors so chosen shall hold office until the next
election of the class for which such directors shall have been chosen and until
their successors shall be elected and qualified, subject, however, to prior
retirement, resignation, death or removal from office. Any newly created
directorships resulting from an increase in the authorized number of directors
shall be apportioned by the Board of Directors among the three classes of
directors so as to maintain such classes as nearly equal in number as possible.
SECTION 3. Quorum. A majority of the members of the Board of
Directors shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if less than such a majority is present
at a meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice. The directors present at a duly organized
meeting may continue to transact business until adjournment notwithstanding the
withdrawal of enough directors to leave less than a quorum.
SECTION 4. Removal. Any director may be removed from office, with or
without cause, only by the affirmative vote of the holders of at least seventy
percent (70%) of the voting power of the then outstanding shares of Capital
Stock entitled to vote generally in the election of directors.
SECTION 5. Election. Notwithstanding any other provision of this
Article V, and except as otherwise provided by law, whenever the holders of
any one or more class or series of Common Stock or Preferred Stock shall have
the right, voting separately as a class or series, to elect one or more
directors of this Corporation, the term of office, the filling of vacancies and
other features of such directorships shall be governed by the terms of these
Restated Articles of Incorporation applicable thereto, and such directors so
elected shall not be classified pursuant to this Article V unless expressly
provided by such terms.
SECTION 6. Nomination. Advance notice of nominations for the election
of directors, other than by the Board of Directors or a committee thereof,
shall be given within the time and in the manner provided in the Bylaws.
In addition to any affirmative vote of the directors or shareholders of
the Corporation required by law or by or pursuant to any other Article of the
Restated Articles of Incorporation, any Business Transaction with an Interested
Shareholder, which Business Transaction has not been approved by the
affirmative vote of a majority of the Continuing Directors, shall require the
affirmative vote of the holders of at least 70% of the outstanding shares of
Common Stock not held by such Interested Shareholder. Such affirmative vote
shall be required notwithstanding the fact that no vote may be required, or
that a lesser percentage may be specified, by law or any agreement with any
national securities exchange, or otherwise. The provisions of this Article
shall not be applicable to any Stock Repurchase by the Corporation of shares
of Common Stock from an Interested Shareholder.
A majority of the Continuing Directors of the Corporation (and only such
majority) shall have the power to determine the application of or compliance
with Articles VI, VII, VIII and IX of these Restated Articles of Incorporation,
including, without limitation (a) whether a person is an Interested Shareholder
or an affiliate or association of another; (b) whether Article VI is or has
become applicable with respect to a proposed transaction; and (c) whether a
person has become a beneficial owner of any shares of Common Stock. Any
determination or construction by the Continuing Directors with respect to
Articles VI, VII, VIII and IX shall be within their absolute discretion and
shall be conclusive and binding except in circumstances involving bad faith.
For the purposes of Articles VI, VII, VIII and IX:
SECTION 1. Business Transaction. The term "Business Transaction"
shall mean: (a) any merger or consolidation of the Corporation or a
Subsidiary with (i) an Interested Shareholder or (ii) any other Corporation
(whether or not itself in Interested Shareholder) which is or after such merger
or consolidation would be an affiliate or associate of an Interested
Shareholder ; (b) any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of transactions) with any
Interested Shareholder or any affiliate or associate of any Interested
Shareholder involving any Substantial Portion of assets or securities of the
Corporation, any Subsidiary or any Interested Shareholder or any affiliate or
associate of any Interested Shareholder; (c) the issuance of any securities of
an Interested Shareholder or any affiliate or associate of any Interested
Shareholder in exchange for stock of the Corporation or any Subsidiary; (d) any
recapitalization of the Corporation that would have the effect, directly or
indirectly, of increasing the voting power of an Interested Shareholder or any
affiliate or associate of any Interested Shareholder, (e) any plan or proposal
for the liquidation or dissolution of the Corporation proposed by or on behalf
of an Interested Shareholder or any affiliate or associate of any Interested
Shareholder; and (f) any agreement, contract or other arrangement providing
for any one or more of the actions specified in the foregoing clauses (a)
SECTION 2. Continuing Director. The term "Continuing Director" shall
mean a director who was a member of the Board of Directors of the Corporation
on July 7, 1986, and those members of the Board of Directors prior to the time
the Interested Shareholder in question became an Interested Shareholder and who
was not proposed for election as a director by or on behalf of such Interested
Shareholder, and any successor of a Continuing Director who is not an affiliate
or associate or representative of such Interested Shareholder and is
recommended to succeed a Continuing Director by a majority of the Continuing
Directors then on the Board of Directors of the Corporation.
SECTION 3. Fair Market Value. The term "Fair Market Value" shall mean
, with respect to the Common Stock, the Fair Market Value, on the date in
question of a share of such stock as determined in good faith by a majority of
the Continuing Directors, and shall mean, with respect to property other than
Common Stock, the Fair Market Value of such property on the date in question as
determined in good faith by a majority of the Continuing Directors.
SECTION 4. Interested Shareholder. The term "Interested Shareholder"
shall mean and include an individual, Corporation, partnership, or other person
or entity (other than this Corporation or any Subsidiary or any employee
benefit plan of either this Corporation or any Subsidiary or any trustee or
fiduciary with respect to any such plan when acting in such capacity) which,
together with its "affiliates" and "associates" (as defined pursuant to Rule
12b-2 under the Securities Exchange Act of 1934), was the "beneficial owner"
(as defined pursuant to Rule 13d-3 under such Act) of more than ten percent
(10%) of the outstanding shares of Common Stock, and any affiliate or
associate of any such individual, Corporation, partnership or other person or
entity, or which was the beneficial owner at any time within the two-year
period immediately preceding the time in question of more than ten percent
(10%) of the outstanding Common Stock, and any affiliate or associate of any
such individual , Corporation, partnership or other person or entity.
SECTION 5. Subsidiary. The term "Subsidiary" shall mean a Corporation
with respect to which the Corporation is the beneficial owner of the majority
of each class of voting securities.
SECTION 6. Stock Repurchase. The term "Stock Repurchase" shall mean
any repurchase, directly or indirectly by the Corporation or any Subsidiary of
any shares of Common Stock at a price greater than the then Fair Market Value
for such shares.
SECTION 7. Substantial Portion. The term "Substantial Portion" shall
mean assets having a Fair Market Value of fifty percent (50%) or more of the
total assets of the Corporation or any Subsidiary or such Interested
Shareholder as the case may be, as of the date of the most recent balance sheet
available on the record date of the stockholder meeting or consent (in the case
of an Interested Shareholder) relating to approval of a Business Transaction
involving assets constituting a Substantial Portion.
SECTION 1. Articles of Incorporation. Notwithstanding any other
provisions of these Restated Articles of Incorporation or the Bylaws of the
Corporation (and notwithstanding the fact that a lesser percentage may be
specified by law, these Restated Articles of Incorporation or the Bylaws of the
Corporation), the amendment or repeal of Articles V, VI, VII, VIII, or IX of
these Restated Articles of Incorporation, or the adoption of any provisions
inconsistent therewith, shall require the approval of the holders of shares
representing at least 70% of the outstanding shares of Common Stock.
SECTION 2. Bylaws. Except as otherwise provided in Section 3 of this
Article IX, Bylaws may be adopted, altered, amended or repealed or new Bylaws
enacted by the affirmative vote of a majority of the entire Board of Directors
(if notice thereof is contained in the notice of the meeting at which such vote
is taken or if all directors are present) or at any regular meeting of the
shareholders (or at any special meeting thereof duly called for that purpose)
by the affirmative vote of a majority of the shares represented and entitled to
vote at such meeting (if notice thereof is contained in the notice of such
SECTION 3. Change of Bylaws. Notwithstanding anything contained in
Section 2 of this Article IX to the contrary, either (i) the affirmative vote
of the holders of at least 70% of the votes entitled to be cast by the holders
of all shares of the Corporation entitled to vote generally in the election of
directors, voting together as a single class, or (ii) the affirmative vote of
a majority of the entire Board of Directors with the concurring vote of a
majority of the Continuing Directors, voting separately and as a subclass of
directors, shall be required to alter, amend or repeal, or adopt any provision
inconsistent with, Article II, Section 10, and Article III, Sections
2, 3, 4, 5, 6 and 7 of the Bylaws of the Corporation.
No shareholder of this Corporation shall have any preemptive rights to
subscribe for, purchase, or acquire any shares of the Corporation of any class,
whether unissued now or hereafter authorized, or any obligations or other
securities convertible into or exchangeable for such shares.
No holder of any shares of the Corporation shall have the right to
cumulative votes for the election of directors and there shall be no cumulative
voting for any purpose whatsoever.
No director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its shareholders; (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law; (iii) under sections 302A.559 or 80A.23 of the Minnesota
Statutes; (iv) for any transaction from which the director derived any improper
personal benefit; or (v) for any action or omission occurring prior to the date
when this provision becomes effective.
The provisions of this Article XII shall not be deemed to limit or
preclude indemnification of a director by the Corporation for any liability of
a director which has not been eliminated by the provisions of this Article XII.
If the Minnesota Statutes hereafter are amended to authorize the further
eliminations or limitation of the liability of directors, then the liability of
a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the Minnesota Statutes, as so amended.
ARTICLES OF AMENDMENT OF
RESTATED ARTICLES OF INCORPORATION
ARCTIC CAT INC.
The undersigned, the Secretary of Arctic Cat Inc., a Minnesota corporation (the “Corporation”), hereby certifies that the following resolutions were duly adopted on August 7, 2014, pursuant to the Minnesota Business Corporation Act, Chapter 302A, Minnesota Statutes, and the Bylaws of the Corporation:
RESOLVED, that Article XIII of the Corporation’s Restated Articles of Incorporation be, and the same hereby is, added in its entirety to read as follows:
“Each director shall be elected by a majority of the votes cast with respect to the director by the shares represented in person or by proxy and entitled to vote at any meeting for the election of directors at which a quorum is present; provided, however, that at any meeting of shareholders for which the Secretary of the Corporation determines that the number of nominees exceeds the number of directors to be elected as of the record date for such meeting, the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at such meeting and entitled to vote on the election of directors. For purposes of this Article XIII, if directors are to be elected by a plurality of the votes cast, shareholders shall only be permitted to vote “for” or “withhold” when voting for a nominee. For purposes of Article XIII, a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast “against” that director. Votes cast shall include votes “for” and “against” a nominee and exclude “abstentions” and “broker non-votes” with respect to that nominee’s election.”
Dated: August 8, 2014
Timothy C. Delmore, Secretary
[As Filed: 08-11-2014]