Attached files
file | filename |
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8-K - FORM 8-K - LACROSSE FOOTWEAR INC | d394601d8k.htm |
EX-3.2 - AMENDED AND RESTATED BY-LAWS OF LACROSSE FOOTWEAR, INC. - LACROSSE FOOTWEAR INC | d394601dex32.htm |
EX-99.1 - PRESS RELEASE - LACROSSE FOOTWEAR INC | d394601dex991.htm |
Exhibit 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
LACROSSE FOOTWEAR, INC.
Pursuant to Section 180.1007 of the Wisconsin Business Corporation Law (the WBCL), these Amended and Restated Articles of Incorporation shall supersede and take the place of the Corporations heretofore existing Articles of Incorporation and all amendments thereto.
ARTICLE 1
The name of the corporation is LaCrosse Footwear, Inc.
ARTICLE 2
The Corporation is incorporated under the WBCL.
ARTICLE 3
The purpose for which the Corporation is organized is to engage in any lawful activity within the purposes for which corporations may be organized under the WBCL.
ARTICLE 4
The aggregate number of shares which the Corporation shall be authorized to issue is 10,000 consisting of one class only, designated as Common Stock, with a par value of $0.01 per share.
ARTICLE 5
The address of the registered office of the Corporation is 8040 Excelsior Drive, Suite 200, Madison, Wisconsin 53717 and the name of its registered agent at such address is CT Corporation System.
ARTICLE 6
Any action required to be taken at a meeting of the shareholders of the Corporation, or any other action which may be taken at a meeting of the shareholders of the Corporation, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by shareholders who would be entitled to vote at a meeting those shares with voting power to cast not less than the minimum number or, in the case of voting by voting groups, numbers of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote were present and voted.
* * *
The undersigned, the duly elected and acting President and Chief Executive Officer of LaCrosse Footwear, Inc., a Wisconsin corporation, in accordance with Section 180.1007 of the WBCL, DOES HEREBY CERTIFY THAT:
1. The name of the corporation is LaCrosse Footwear, Inc.
2. The foregoing Amended and Restated Articles of Incorporation contain one or more amendments to the existing Articles of Incorporation of the Corporation and that such amendments were adopted on August 16, 2012 in accordance with Sections 180.1003 and 180.1004 of the WBCL.
3. These Amended and Restated Articles of Incorporation shall become effective on August 16, 2012 at 3:15 p.m. Central Daylight Time.
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Executed on behalf of the Corporation as of this 16th day of August, 2012.
LACROSSE FOOTWEAR, INC. |
/s/ Joseph P. Schneider |
Joseph P. Schneider President and Chief Executive Officer |
This document was drafted by: Benjamin G. Lombard, Esq.
Please return this document to:
Tanya R. Braga, Paralegal
Reinhart Boerner Van Deuren s.c.
1000 North Water Street, Suite 1700
Milwaukee, WI 53202
414-298-8354
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