Exhibit 3.5
ARTICLES OF INCORPORATION
OF
WFC, INC.
I, the undersigned, for the purpose of forming a corporation under and
pursuant to the provisions of Chapter 180 of the Laws of Wisconsin. and any
amendments thereto, do hereby associate myself as a body corporate and do hereby
adopt the following Articles of Incorporation.
ARTICLE I
The name of this corporation shall be "WFC, INC."
ARTICLE II
The purpose and general nature of its business shall be for general
business purposes.
ARTICLE III
The location and post office address of the registered office of this
corporation shall be 450 North C.P. Avenue, Lake Mills, Wisconsin 53551,
Jefferson County. The registered agent of the corporation and his address shall
be: Russell P. Roedl, 450 North C.P. Avenue, Lake Mills, Wisconsin 53551,
Jefferson County.
ARTICLE IV
The aggregate number of shares of common stack which the corporation shall
have the authority to issue shall be Ten Thousand (10,000) shares of common
capital stack with a par value of one cent ($.01) per share.
The sale of the stock of this corporation by any shareholder may be
restricted in the Bylaws or in any contract between two or more shareholders to
the extent that said stock may be required by such Bylaws or contract to be
offered first to the corporation
or to other shareholders at a price to be fixed in accordance with such Bylaws
or contract; provided, however, that no such restrictions shall be valid unless
stated upon the stock certificate.
Each holder of record of common stock shall be entitled to one (1) vote
per share for each share of common stock standing in his or her name on the
books of the corporation. No shareholder entitled to vote shall have or exercise
the right to accumulate his or her votes in electing directors, and there shall
be no cumulative voting for any purpose whatsoever.
ARTICLE V
The number of directors which shall constitute the whole Board of
Directors ohall be at least three (3) except that in cases where all of the
shares of the corporation are owned beneficially and of record by either one or
two shareholders, the number of directors may be less than three (3) but not
less than the number of shareholders. Each director shall continue in office for
the term for which he or she was named or elected and until his or her successor
is elected and qualified. The number of Directors will be fixed by Bylaws.
The names and addresses of the members of the first Board of Directors are
as follows:
Richard G. Olson
Michael Foods, Inc.
324 Park National Bank Building
5353 Wayzata Boulevard
Minneapolis, Minnesota 55416
Mr. Jeffrey M. Shapiro
Michael Foods, Inc.
324 Park National Bank Building
5353 Wayzata Boulevard
Minneapolis, Minnesota 55416
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ARTICLE VI
The Board of Directors of this corporation shall have full power and
authority to make and adopt Bylaws for the government of this corporation and
its affairs as it may deem advisable and necessary, and as shall not be
inconsistent with the provisions of these Articles of Incorporation and to amend
or alter such Bylaws from time to time; provided, however, that the authority to
make and alter such Bylaws vested hereby in said board shall be subject to the
power and right of the shareholders to change or repeal such Bylaws and provided
further, that said board shall not make or alter any Bylaws fixing the number,
qualifications, classification or term of each member of said board.
ARTICLE VII
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(including an action by or in the right of the corporation) to the full extent
permitted by the Wisconsin Business Corporation Law. In addition, no director of
the corporation shall be liable to the corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director, except for
liability for:
(1) A willful failure to deal fairly with the corporation or its
shareholders in connection with a matter in which the director or officer has a
material conflict of interest;
(2) A violation of criminal law, unless the director or officer had
reasonable cause to believe his or her conduct was lawful or no reasonable cause
to believe his or her conduct was unlawful;
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(3) A transaction from which the director or officer derived an improper
personal profit; or
(4) Willful misconduct.
ARTICLE VIII
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.
ARTICLE IX
The name and post office address of the incorporator is as follows:
John Reedy
c/o Michael Foods, Inc.
324 Park National Bank Building
5353 Wayzata Boulevard
Minneapolis, Minnesota 55416
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his hand this
11th day of January, 1989.
/s/ John Reedy
-------------------------------
John D. Reedy
STATE OF WISCONSIN
FILED
JAN 20 1989
DOUGLAS LA FOLLETTE
SECRETARY OF STATE
STATE OF MINNESOTA )
)
COUNTY OF [ILLEGIBLE] )
On this 11th day of January, 1999, before me, a Notary Public, personally
appeared John Reedy to me known to be the person named in and who executed the
foregoing instrument and acknowledged to me that he executed the same as his
free act and deed and for the uses and purposes therein expressed.
/s/ [ILLEGIBLE]
--------------------------------
Notary Public
[NOTARY SEAL]
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STATE OF WISCONSIN )
WI.
Jefferson County )
[ILLEGIBLE]
Received on record this 27th day
of January A.D., 1989 at 9:00
848140 o'clock A.M. and recorded Vol.
729 of records, page 882
Phyllis F. Hess Register
________________Deputy
United States of America
Form 14 State of Wisconsin
OFFICE OF THE SECRETARY OF STATE
To All to Whom These Presents Shall Come:
The undersigned, as Secretary of State of the State of Wisconsin,
certifies that the attached is a duplicate of a document accepted and filed in
my office.
IN TESTIMONY WHEREOF, I have
hereunto set my hand and affixed
my official seal, at Madison, on
the date of filing of said doc-
ument.
/s/ Douglas LaFollette
DOUGLAS La FOLLETTE
[NOTARY SEAL] Secretary of State
[ILLEGIBLE]