Exhibit 3.9
ARTICLES OF INCORPORATION
OF
MICHAEL FOODS REFRIGERATED DISTRIBUTION COMPANY
The undersigned incorporator, being a natural person of full age, in order
to form a corporation under Minnesota Statutes, Chapter 302A, hereby adopts the
following Articles of Incorporation:
ARTICLE I
The name of this Corporation is Michael Foods Refrigerated Distribution
Company.
ARTICLE II
The registered office of this Corporation is located at 5353 Wayzata
Boulevard, 324 Park National Bank Building, Minneapolis, Minnesota, 55416. The
registered agent at that address is: John D. Reedy.
ARTICLE III
3.01 The aggregate number of shares of stock which this Corporation shall
have the authority to issue is 1,500 shares.
3.02 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.
3.03 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 effecturate
share dividends, splits, or conversion of its outstanding shares.
3.04 No shareholder of the Corporation shall have any preemptive rights.
3.05 No shareholder shall be entitled to any cumulative voting rights.
3.06 The shareholders shall take action by the affirmative vote of the
holders of seventy-five (75%) percent of the voting power of the shares present,
except where a larger portion is required by law or these Articles.
ARTICLE IV
An 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.
ARTICLE V
A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for (1) liability based on a breach of the duty of
loyalty to the corporation or the shareholders; (ii) liability for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law; (iii) liability based on the payment of an improper dividend
or an improper repurchase of the corporation's stock under Section 559 of the
Minnesota Business Corporation Act (Minnesota Statutes, Chap. 302A) or; (iv)
liability for any transaction from which the director derived an improper
personal benefit. If Chapter 302A, the Minnesota Business Corporation Act
hereafter is amended to authorize the further elimination or limitation of the
liability of directors, then the liability of a director of the corporation in
addition to the limitation on personal liability provided herein, shall be
limited to the fullest extent permitted by the amended Chapter 302A, the
Minnesota Business Corporation Act. Any repeal or modification of this Article
by the shareholders of the corporation shall be prospective only and shall not
adversely affect any limitation on the personal liability of a director of the
corporation existing at the time of such repeal or modification.
ARTICLE VI
The name and address of the incorporator is: Philip T. Colton, Esq., Maun
& Simon, 3500 West 80th Street, Suite 520, Minneapolis, Minnesota, 55431.
ARTICLE VII
The names and addresses of the first Board of Directors is:
Richard G. Olson
5353 Wayzata Boulevard
324 Park National Bank Building
Minneapolis, Minnesota 55416
Jeffrey M. Shapiro
5353 Wayzata Boulevard
324 Park National Bank Building
Minneapolis, Minnesota 55416
-2-
ARTICLE VIII
AMENDMENT OF ARTICLES
These Articles of Incorporation may be amended by the affirmative vote of
the holder or holders of the majority of the voting power of the common stock
present at a shareholders' meeting wherein said amendments are submitted to a
vote.
IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of May,
1990.
/s/ Philip T. Colton
----------------------
Philip T. Colton, Esq.
STATE OF MINNESOTA
DEPARTMENT OF STATE
FILED
MAY 25 1990
/s/ [ILLEGIBLE]
Secretary of State
-3-
State of Minnesota
------------------
SECRETARY OF STATE
------------------
CERTIFICATE OF INCORPORATION
I , Joan Anderson Growe, Secretary of State of Minnesota, do certify that:
Articles of Incorporation, duly signed and acknowledged under oath, have been
filed on this date in the Office of the Secretary of State, for the
incorporation of the following corporation, under and in accordance with the
provisions of the chapter of Minnesota Statutes listed below.
This corporation is now legally organized under the laws of Minnesota.
Corporation Name: Michael Foods Refrigerated
Distribution Company
Corporate Charter Number : 6R-760
Chapter Formed Under: 302A
This certificate has been issued on 05/25/1990.
[State Seal] /s/ Joan Anderson Growe
-----------------------
Secretary of State.
ARTICLES OF INCORPORATION
OF
MICHAEL FOODS REFRIGERATED DISTRIBUTION COMPANY
The undersigned incorporator, being a natural person of full age, in order
to form a corporation under Minnesota Statutes, Chapter 302A, hereby adopts the
following Articles of Incorporation:
ARTICLE I
The name of this Corporation is Michael Foods Refrigerated Distribution
Company.
ARTICLE II
The registered office of this Corporation is located at 5353 Wayzata
Boulevard, 324 Park National Bank Building, Minneapolis, Minnesota, 55416. The
registered agent at that address is: John D. Reedy.
ARTICLE III
3.01 The aggregate number of shares of stock which this Corporation shall
have the authority to issue is 1,500 shares.
3.02 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.
3.03 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 effecturate
share dividends, splits, or conversion of its outstanding shares.
3.04 No shareholder of the Corporation shall have any preemptive rights.
3.05 No shareholder shall be entitled to any cumulative voting rights.
3.06 The shareholders shall take action by the affirmative vote of the
holders of seventy-five (75%) percent of the voting power of the shares present,
except where a larger portion is required by law or these Articles.
ARTICLE IV
An 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.
ARTICLE V
A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for (i) liability based on a breach of the duty of
loyalty to the corporation or the shareholders; (ii) liability for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law; (iii) liability based on the payment of an improper dividend
or an improper repurchase of the corporation's stock under Section 559 of the
Minnesota Business Corporation Act (Minnesota Statutes, Chap. 302A) or; (iv)
liability for any transaction from which the director derived an improper
personal benefit. If Chapter 302A, the Minnesota Business Corporation Act
hereafter is amended to authorize the further elimination or limitation of the
liability of directors, then the liability of a director of the corporation in
addition to the limitation on personal liability provided herein, shall be
limited to the fullest extent permitted by the amended Chapter 302A, the
Minnesota Business Corporation Act. Any repeal or modification of this Article
by the shareholders of the corporation shall be prospective only and shall not
adversely affect any limitation on the personal liability of a director of the
corporation existing at the time of such repeal or modification.
ARTICLE VI
The name and address of the incorporator is: Philip T. Colton, Esq., Maun
& Simon, 3500 West 80th Street, Suite 520, Minneapolis, Minnesota, 55431.
ARTICLE VII
The names and addresses of the first Board of Directors is:
Richard G. Olson
5353 Wayzata Boulevard
324 Park National Bank Building
Minneapolis, Minnesota 55416
Jeffrey M. Shapiro
5353 Wayzata Boulevard
324 Park National Bank Building
Minneapolis, Minnesota 55416
-2-
ARTICLE VIII
AMENDMENT OF ARTICLES
These Articles of Incorporation may be amended by the affirmative vote of
the holder or holders of the majority of the voting power of the common stock
present at a shareholders' meeting wherein said amendments are submitted to a
vote.
IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of May,
1990.
/s/ Philip T. Colton
----------------------
Philip T. Colton, Esq.
STATE OF MINNESOTA
DEPARTMENT OF STATE
FILED
MAY 25 1990
/s/ [ILLEGIBLE]
Secretary of State
-3-
[STATE SEAL] RECEIPT NUMBER 452710
TRANSACTION NUMBER [ILLEGIBLE]
---------------------
JOAN ANDERSON GROWE (For Office Use Only)
SECRETARY OF STATE
STATE OF MINNESOTA
180 STATE OFFICE BUILDING
ST. PAUL, MINNESOTA 55155
FOR FURTHER INFORMATION CALL:
Repts/Renewals 612/296-9214
UCC 612/296-2434 [ILLEGIBLE]
Corporations 612/296-2803
Elections 612/296-2805 BUS SER 135.00
Data Services 612/296-6251 EXP 5.00
Refunds 612/296-7976 TOTL 140.00
[ILLEGIBLE]: 30MAY 25#01 CHCK 140.00
52 300 302A 303 308A 317 317A 318 319A 322A 333 1,500 LINE 04 100- --
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|_| AD |_| CA |_| CO |_| D |_| M |x| OR |_| RA |_| RLP |_| RQ |_| VD
|_| AM |_| CL |_| CS |_| EL |_| MH |_| OT |_| RD |_| RN |_| TMA |_| WD
|_| Service of Process |_| Legal Newspaper |_| Auctioneer |_| Annual Report 35 --
|_| Other: |_| Tax ____________
|_| Print Out ____ |_| Statistics ____ |_| Labels ____ |_| Tape ____ |_| Postage ____
UCC Filing: |_| FS |_| NS |_| OS |_| CONT |_| ASSIGN |_| AMEND |_| PR |_| TERM
Search - Initial Fee: |_| FSS |_| NS FSS |_| TLS |_| NS TLS
|_| Listing |_| PhotoCopy |_| Certified Copy |_| Certificate
|_| Additional Fee ____ |_| Surcharge |x| Exp. Service 5 --
RE: Michael Foods Refridgerated TOTAL FEES 140.00
Distribution Company AMOUNT PAID 140.00
Remitter ADDITIONAL FEE DUE
Maun & Simon (PLEASE PUT RECEIPT
2300 World Trade Cetner NUMBER LOCATED AT TOP
St. Paul MN 55101 OF THIS FROM ON ALL
Bob W. YOUR REMITTANCES:
REFUND
($1.00 OR LESS WILL
NOT BE REFUNDED PURSUANT
TO M.S. 16A .49.)
OFFICE REFERENCE NUMBER
DATE FILED 5/25/90 [ILLEGIBLE]
YOU WILL RECEIVE A REFUND CHECK FOR
ANYTHING OVER $1.00 WITHIN A FEW WEEKS
FROM THE DEPT. OF FINANCE.
THANK YOU FOR YOUR BUSINESS!
SC-00085-07
WHITE OR PINK: Customer
CANARY: Office Routing Copy Fiscal Operations
GOLDENROD: Fiscal Operations
STATE OF MINNESOTA
[STATE SEAL]
DEPARTMENT OF STATE
This is to acknowledge that the items described below have been accepted by the
Secretary of State of Minnesota on the date noted. Those documents will be
microfilmed and the original will be returned to the submitter within ten days.
The microfilm will be available for public inspection at the office of the
Secretary of State.
- --------------------------------------------------------------------------------
Description of Item Date Accepted RI No. NOT VALID UNTIL
RI NUMBER IS AFFIXED
Articles 5/25/90 452710
- --------------------------------------------------------------------------------
COMPANY NAME
Michael Foods Refrigerated Distribution Company
- --------------------------------------------------------------------------------
State of Minnesota
Office of the Secretary of State by: /s/ [ILLEGIBLE]
Corporation Division ----------------------
180 State Office Building Evidence of Filing
St. Paul, MN 55155 (612) 296-2803
SC-00184-01