AMENDED AND RESTATED ARTICLES OF INCORPORATION OF SHOWCASE CORPORATION
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
The name of this corporation is ShowCase Corporation.
The registered office of this corporation is located at 4115 Highway 52
North, Suite 300, Rochester, Minnesota 55901.
The aggregate number of authorized shares of the corporation is 50,000,000
shares, $.01 par value. The shares shall be divisible into classes and series,
have the designations, voting rights, and other rights and preferences, and be
subject to the restrictions, that the board of directors may from time to time
establish, fix, and determine, consistent with these articles of incorporation.
Unless otherwise designated by the board of directors, all issued shares shall
be deemed common stock with equal rights and preferences.
The shareholders of the Corporation shall not have any preemptive rights to
subscribe for or acquire securities or rights to purchase securities of any
class, kind or series of the Corporation.
No shareholder of this Corporation shall have any cumulative voting rights.
The shareholders shall take action by the affirmative vote of holders of a
majority of the voting power of the shares present, except where a larger
proportion is required by law, these Articles or a shareholder control
Any action required or permitted to be taken by the Board of Directors of
this Corporation may be taken by written action signed by that number of
directors that would be required to take the same action at a meeting of the
Board at which all directors are present, except as to those matters requiring
shareholder approval, in which case the written action must be signed by all
members of the Board of Directors then in office.
No director of this Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that this Article shall not eliminate or
limit the liability of a director to the extent provided by applicable law (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 section
302A.559 or 80A.23 of the Minnesota Statutes, (iv) for any transaction from
which the director derived an improper personal benefit, or (v) for any act or
omission occurring prior to the effective date of this Article. No amendment to
or repeal of this Article shall apply to or have any effect on the liability or
alleged liability of any director of the Corporation for or with respect to any
acts or omissions of such director occurring prior to such amendment or repeal.