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ARTICLES OE INCORPORATION <br /> OF <br /> FUNCO , INC - <br /> The undersigned incorporator, being a natural person <br /> eighteen (18) years of age or Older, in order to form a corpc- <br /> ration under Minnesota Statutes, C''iapter 302A, hereby adopts the <br /> following Articles of Incorporation: <br /> ARTICLE I <br /> Name <br /> 1 . 1 The name of. this Corporation is FUNCO , INC _w <br /> ARTICLE II <br /> Reg; stered Of.--.ice and Agent <br /> 2- 1 The registered office of this corporation is to-- <br /> cated at: 112 Church Street N.E. , New Prague , Minnescta 56071. <br /> 2. 2 The registered agent at that address is! David R. . <br /> Pomije. <br /> ARTICLE III <br /> Shares <br /> 3. 1 The aggregate number of shares of. stock which this <br /> •' Corporation shall have t_ile authority to issue is one million <br /> (1,000,000)' shares_ �3 <br /> L� <br /> 3. 2 The Board of. Directors may from time to time es- 4p <br /> tablish different classes or series of shares and may fix the e� <br /> rights and preferences OF. said shares in any class- or aeries. <br /> 3.3 The Board of Directors shall have the 'authority to <br /> issue shares of a class or series to holders of, shares of another <br /> class or series to effectuate share dividends, splits, or conver- <br /> sion of its outstanding shares. <br /> 3. 4 The par value per share shall be one cent ($•01) <br /> 3.5 No shareholder shall have the right to cumulate' <br /> their vote for the election of directors and there shall be no <br /> cumulative voting for any purpose whatsoever_ <br /> 3. 6 No shareholder of, the Corporation shall have any <br /> preemptive rights. <br /> 3.7 Theshareholders shall take action by the affirm- <br /> ative vote of the holders of fifty-one percent (51%) of the vot- <br /> ing power of the shares present, except where a larger proportion <br />