**EXHIBIT 3.1**

 

 

AMENDED AND SECOND RESTATED

ARTICLES OF INCORPORATION

OF

HAWKINS CHEMICAL, INC.

ADOPTED ON FEBRUARY 17, 1983

 

As Amended through February 27, 2001

(All such Amendments are specifically identified)

 

ARTICLE I

 

(As amended on February 27, 2001)

 

                The name of this Corporation is HAWKINS, INC.

 

ARTICLE II

 

                The duration of this Corporation shall beperpetual.

 

ARTICLE III

 

                The purposes for which this Corporation isorganized are as follows:

 

a.             General businesspurposes.

 

b.             To do everythingnecessary, proper, advisable and convenient for the accomplishment of thepurposes hereinabove set forth, and to do all other things incidental theretoor connected therewith, which are not forbidden by the laws under which thisCorporation is organized, by other laws, or by these Articles of Incorporation.

 

c.             To carry out thepurposes hereinabove set forth in any state, territory, district or possessionof the United States, or in any foreign country, to the extent that suchpurposes are not forbidden by the laws thereof; and, in the case of any state,territory, district or possession of the United States, or any foreign country,in which one or more of such purposes are forbidden by law, to limit, in anycertificate for application to do business, the purpose or purposes which theCorporation proposes to carry on therein to such as are not forbidden by thelaw thereof.

 

ARTICLE IV

 

                This Corporation shall have all the powersgranted to private corporations organized for profit by said Minnesota BusinessCorporation Act, and, in furtherance, and not in limitation, of the powersconferred by the laws of the State of Minnesota upon corporations organized forthe foregoing purposes, the Corporation shall have the power:

 

a.             To issue bonds,debentures or other obligations of the Corporation, to guaranty obligations ofothers and to contract indebtedness without limit as to amount for any of theobjects and purposes of the Corporation, and to secure the same by mortgage ormortgages, deed or deeds of trust, or pledge, or lien, on any or all of thereal or personal property, or both, of the Corporation.

b.             To acquire, hold, mortgage, pledgeor dispose of the shares, bonds, securities or other evidences of indebtednessof the United States of America, or of any domestic or foreign corporation, andwhile the holder of such shares, to exercise all the privileges of ownership,including the right to vote thereon, to the same extent as a natural personmight or could do, by the president of this Corporation or by proxy appointedby him, unless some other person, by resolution of the Board of Directors,shall be appointed to vote such shares.

 

c.             To purchase orotherwise acquire on such terms and in such manner as the By-Laws of thisCorporation from time to time provide, and to own and hold, shares of thecapital stock of this Corporation, and to reissue the same from time to time.

 

d.             When and asauthorized by the vote of the holders of not less than a majority of the sharesentitled to vote, at a shareholders' meeting called for that purpose or whenauthorized upon written consent of the holders of a majority of such shares, tosell, lease, exchange or otherwise dispose of all, or substantially all, of itsproperty and assets, including its good will, upon such terms and for suchconsiderations, which may be money, shares, bonds, or other instruments for thepayment of money or other property, as the Board of Directors deems expedientor advisable.

 

e.             To acquire, hold,lease, encumber, convey, or otherwise dispose of, either alone or inconjunction with others, real and personal property within or without thestate; and to take real and personal property by will or gift.

 

f.              To acquire, hold,take over as a going concern and thereafter to carry on, mortgage, sell orotherwise dispose of, either alone or in conjunction with others, the rights,property and business of any person, entity, partnership, association, orcorporation heretofore or hereafter engaged in any business, the purpose ofwhich is similar to the purposes set forth in Article III of these Articles ofIncorporation.

 

g.             To enter into anylawful arrangement for sharing of profits, union of interest, reciprocalassociation, or cooperative association with any corporation, association,partnership, individual, or other legal entity, for the carrying on of anybusiness, the purpose of which is similar to the purposes set forth in ArticleIII of these Articles of Incorporation, and, insofar as it is lawful, to enterinto any general or limited partnership, the purpose of which is similar tosuch purposes.

 

ARTICLE V

 

(As amended on February 28, 1989)

 

                An agreement for consolidation or merger withone or more foreign or domestic corporations may be authorized by vote of theshareholders entitled to exercise at least two-thirds of the shares entitled tovote unless the necessary affirmative vote to authorize any particular mergeror consolidation is reduced by the Board of Directors, which reduction shall beto not less than a majority of the shares entitled to vote.

 

ARTICLE VI

 

                The location and post office address of theregistered office of this Corporation in the State of Minnesota is 3100 EastHennepin Avenue, Minneapolis, Minnesota 55413.

 

ARTICLE VII

 

(As amended on June 7, 1999)

 

                The aggregate number of shares which thisCorporation shall have authority to issue is 30,000,000, with a par value of$.05 per share, having an aggregate par value of $1,500,000, which shall beknown as "Common Shares."

 

a.             The holders ofCommon Shares shall be entitled to receive, when and as declared by the Boardof Directors, out of earnings or surplus legally available therefor, dividends,payable either in cash, in property, or in shares of the capital stock of thecorporation.

 

b.             The Common Sharesmay be allotted as and when the Board of Directors shall determine, and, underand pursuant to the laws of the State of Minnesota, the Board of Directorsshall have the power to fix or alter, from time to time, in respect to sharesthen unallotted, any or all of the following: the dividend rate; the redemptionprice; the liquidation price; the conversion rights and the sinking or purchasefund rights of shares of any class, or of any series of any class. The Board ofDirectors shall also have the power to fix the terms, provisions and conditionsof options to purchase or subscribe for shares of any class or classes,including the price and conversion basis thereof, and to authorize the issuancethereof.

 

c.             No holder of sharesof the Corporation shall be entitled to any cumulative voting rights.

 

d.             No holder of stockof the Corporation shall have any preferential, pre-emptive, or other right ofsubscription to any shares of any class of stock of the Corporation allotted orsold or be allotted or sold and now or hereafter authorized, or to any right ofsubscription to any part thereof.

 

ARTICLE VIII

 

                Section 1. The business of this Corporation shall be managed by a Board ofDirectors, who shall be elected at the annual meeting of the shareholders;provided, however, that vacancies in the Board of Directors may be filled bythe remaining Directors, and each person so elected shall be a Director untilhis successor is elected at an annual meeting of shareholders or at a specialmeeting duly called therefor. Until otherwise fixed by the By-Laws, the Boardshall consist of three members. A Director need not be a shareholder.

 

                Section 2. The Board of Directors shall have all of the powers of the Corporation,subject to such action restricting said powers as may legally be taken fromtime to time by the shareholders either at an annual meeting or at a specialmeeting duly called therefor.

 

                Section 3. The Board of Directors shall have authority to make and alter By-Laws,subject to the power of the shareholders to change or repeal such By-Laws,provided, however, that the Board shall not make or alter any By-Law fixing thenumber, qualifications, or term of office of Directors.

 

                Section 4. Any contract or other transaction between the Corporation and anycorporation, association or firm of which one or more of its Directors areshareholders, members, directors, officers or employees, or in which they areinterested, shall be valid for all purposes, notwithstanding the presence andparticipation of such Director or Directors at the meeting of the Board ofDirectors of the Corporation which acts upon or in reference to such contractor transaction, if the fact of such interest shall be disclosed or known to theBoard of Directors, and the Board of Directors shall, nevertheless, authorize,approve and ratify such contract or transaction by a vote of a majority of theDirectors present, such interested Director or Directors to be counted indetermining whether a quorum is present, but not to be counted in calculatingthe majority necessary to carry such vote. This Section shall not be construedto invalidate any contract or transaction which would otherwise be valid underthe laws applicable thereto.

                Section 5.  The annual meeting of the Board of Directorsshall be held immediately following the annual meeting of theshareholders, and at the same place.

 

                Section 6. (As adopted on February 28, 1989) A Director of this Corporation shallnot be personally liable to the Corporation or its shareholders for monetarydamages for breach of fiduciary duty as a Director, except to the extent suchexemption from liability or limitation thereof is not permitted under Chapter302A of the Minnesota Statutes as the same exists or may hereafter be amended.

 

                If Chapter 302A of the Minnesota Statuteshereafter is amended to authorize the further elimination or limitation of theliabilities of directors, then, in addition to the limitation on personalliability provided herein, the liability of a Director of the Corporation shallbe limited to fullest extent permitted by the amended Chapter 302A of theMinnesota Statutes. 

 

                Any repeal or modification of this Section 6of Article VIII by the shareholders of the Corporation shall be prospectiveonly and shall not adversely affect any limitation on the personal liability ofa Director of the Corporation existing at the time of such repeal ormodification.

 

ARTICLE IX

 

                The names and post office addresses of theexisting members of the Board of Directors at the time of the adoption of theseSecond Restated Articles of Incorporation are as follows:

 
| Howard J.  Hawkins            |   | Norman P.  Anderson           |
|-------------------------------|--------|-------------------------------|
| 3660  Glenhurst Avenue        |   | 225 Holly  Road               |
| Minneapolis,  Minnesota 55416 |   | Hopkins,  Minnesota 55343     |
|                          |   |                          |
| Carl J.  Ahlgren              |   | Dean L. Hahn                  |
| 1721 Shryer  Avenue West      |   | 13404 Knob  Hill Road         |
| St. Paul,  Minnesota 55113    |   | Burnsville,  Minnesota 55337  |
|                          |   |                          |
| Howard M.  Hawkins            |   | E. Thomas  Rempfer            |
| 22312  Sugarbush Road         |   | 4113  Highwood Road           |
| Elk River,  Minnesota 55330   |   | Minneapolis,  Minnesota 55416 |
|                          |   |                          |
| Donald L.  Shipp              |   | C. Charles  Jackson, Jr.      |
| Route 1, Box  54              |   | 465 Bovey  Road               |
| Center City,  Minnesota 55012 |   | Wayzata,  Minnesota 55391     |

 

ARTICLE X

 

                Any provision contained in these Articles ofIncorporation may be amended solely by the affirmative vote of the holders of amajority of the shares entitled to vote.

 

ARTICLE XI

 

                These Second Restated Articles ofIncorporation supersede and take the place of existing Reinstated Articles ofIncorporation and all amendments thereto.