**Exhibit3.1**

 

**ARTICLESOF INCORPORATION**

**OF**

**PPTVISION, INC.**

 

*as ineffect on January 28, 2003*

 

 

**ARTICLE1**

 

**Name**

 

1.1                                              Thename of the corporation shall be PPTVision, Inc.

 

 

**ARTICLE2**

 

**RegisteredOffice**

 

2.1                                              Thelocation and post office address ofthe registered office of the corporation shall be 12988 Valley View Road, Eden Prairie, MN 55344.

 

 

**ARTICLE3**

 

**Purposes**

 

3.1                                              Thecorporation shall have generalbusiness purposes.

 

 

**ARTICLE4**

 

**CapitalStock**

 

4.1                                              AuthorizedCapital Stock - The authorized capitalstock of this corporation shall be Twenty Million (20,000,000) shares of CommonStock with $.10 par value per share and Ten Million (10,000,000) shares ofPreferred Stock with no par value per share. In accordance with the Statutes of the State of Minnesota, the Board ofDirectors may subdivide the Common Stock and Preferred Stock into one or moreseries and may designate the relative rights and preferences of the differentclasses and series to the extent the relative rights and preferences of thedifferent classes and series are not otherwise fixed in the Articles, includingwith respect to the Preferred Stock, the right to create voting, dividend andliquidation preferences greater than those of the Common Stock.  All shares are to be held, sold and paid forat such times and in such manner as the Board of Directors may from time totime determine, in accordance with the statutes of Minnesota.

 

 

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4.2                                              VotingRights - Each holder of record of the common stock of the corporation shallbe entitled to one (1) vote for each share of common stock held by him at eachmeeting of the shareholders and in respect to any matter on which theshareholders have a right to vote.  Theright to vote shall be subject to the provisions of the by-laws of thecorporation in effect from time to time with respect to closing the transferbooks and fixing a record date for the determination of shareholders entitledto vote.  Cumulative voting fordirectors is not permitted.

 

4.3                                              Pre-emptiveRights - The shareholders of the corporation shall not have the pre-emptiveright of subscription to any shares of common stock of the corporation to beissued or sold, or hereafter authorized, or any obligations or securitiesexchangeable for or convertible into stock of the corporation which has not yetbeen authorized.

 

4.4                                              StockRights and Options - The Board of Directors shall have the power to createand issue rights, warrants, or options entitling the holders thereof topurchase from the corporation any shares of its capital stock of any class orseries, upon such terms and conditions and at such times and prices as theBoard of Directors may provide, which terms and conditions shall beincorporated in an instrument evidencing such rights.

 

4.5                                              Dividends- The holders of the common stock shall be entitled to receive, when and asdeclared by the Board of Directors, out of earnings or surplus legallyavailable therefor, any and all dividends, payable either in cash, in propertyor in shares of the capital stock of the corporation.  The Board of Directors may authorize dividends only if thecorporation will be able to pay its debts in the ordinary course of businessafter paying the dividend.

 

4.6                                              OtherDistributions - The Board of Directors may authorize, and the holders ofthe common stock may receive, distributions other than dividends only if thecorporation will be able to pay its debts in the ordinary course of businessafter making the distribution.

 

4.7                                              Boardof Directors’ Powers - The capital stock may be issued as and when theBoard of Directors shall determine, and, under and pursuant to the laws of theState of Minnesota, the Board of Directors shall have the power to fix oralter, from time to time, in respect to shares then unissued, any or all of thefollowing:  dividend rate; 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, or thenumber of shares constituting any series of any class.

 

 

**ARTICLE5**

 

**Directors**

 

5.1                                              TheBoard of Directors is expressly authorized to make and alter by-laws of thiscorporation subject to the power of the shareholders to change or repeal suchby-laws; 

 

 

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provided, the Board ofDirectors shall not adopt, amend or repeal any by-laws fixing a quorum formeetings of shareholders, prescribing procedures for removing directors orfilling vacancies in the board or fixing the number of directors or theirclassifications or terms of office.

 

5.2                                              Anyaction required or permitted to be taken at a duly called Board of Directorsmeeting may be taken by written action signed by the number of directors thatwould be required to take the same action at a meeting of the board, exceptthat on an action which requires shareholder approval the written action mustbe signed by all the directors.

 

 

**ARTICLE6**

 

**VoluntaryTransfer of Corporate Assets**

 

6.1                                              Theholders of a majority of all the shares entitled to vote at any dulyconstituted meeting of the shareholders shall have the power to authorize theBoard of Directors to sell, lease, exchange or otherwise dispose of all orsubstantially all of the property and assets of this corporation, including itsgoodwill, upon such terms and conditions and for such consideration as the Boardof Directors deems advisable; to adopt or reject an agreement of merger,provided, however, that notice of such proposal shall have been mailed to eachshareholder entitled to vote at such meeting at least fourteen (14) days priorto such meeting, or the written consent of such shareholder is given to suchaction as provided by statute.

 

 

**ARTICLE7**

 

**Amendmentof Articles**

 

7.1                                              Theholders of a majority of all shares entitled to vote at any duly constitutedmeeting of the shareholders shall have the power to amend, alter or repeal theArticles of Incorporation to the extent and the manner prescribed by the lawsof the State of Minnesota.

 

 

**ARTICLE8**

 

**Limitationof Director Liability**

 

8.1                                              Nodirector of the corporation shall be personally liable to the corporation orits shareholders for monetary damages for breach of fiduciary duty as adirector, except for liability (i) for any breach of the director’s duty ofloyalty to the corporation or its shareholders; (ii) for acts or omissions notin good faith or that involve intentional misconduct or a knowing violation oflaw; (iii) under Section 302A.559 or 80A.23 of 

 

 

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Minnesota Statutes; (iv)for any transaction from which the director derived any improper personalbenefit; or (v) for any act or omission occurring prior to the date when thisprovision becomes effective.

 

8.2                                              Theprovisions of this Article 8 shall not be deemed to limit or precludeindemnification of a director by the corporation for any liability of adirector which has not been eliminated by the provisions of this Article 8.

 

8.3                                              IfMinnesota Statutes hereafter are amended to authorize the further eliminationor limitation of the liability of directors, then the liability of a directorof the corporation shall be eliminated or limited to the fullest extentpermitted by the Minnesota Statutes, as so amended.

 

 

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