RESTATED ARTICLES OF INCORPORATION

                                 OF

                          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.

 

                            ARTICLE I. 

 

     The name of this Corporation shall be Arctic Cat Inc.

 

                           ARTICLE II. 

 

     The address of the registered office of the Corporation shall be 600

Brooks Avenue South, P.O. Box 810, Thief River Falls, Minnesota, 56701.

 

                           ARTICLE III.

 

     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

     2,500,000;

    

          (b)  the annual dividend rate on shares of such series, if any,

     whether dividends shall be cumulative and, if so, from which date or

     dates;

 

          (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

     Corporation; and

    

          (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

Article III:

 

          (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.

 

                           ARTICLE IV. 

 

     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.

 

                            ARTICLE V. 

 

     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.

 

                           ARTICLE VI. 

 

     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.

 

                           ARTICLE VII.

 

     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.

 

                          ARTICLE VIII.

 

     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)

through (e).

 

     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.

 

                           ARTICLE IX. 

 

     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

meeting).

 

     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.

 

                            ARTICLE X. 

 

     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.

 

                           ARTICLE XI. 

 

     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.

 

                           ARTICLE XII.

 

     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

OF

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

 

/s/ Timothy C. Delmore

Timothy C. Delmore, Secretary

 

[As Filed: 08-11-2014]