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An Introduction to the Law of Corporations: Cases and Materials, Fall 2017

Restated Articles of Incorporation of Green Bay Packers, Inc.

Headnote

Below you will find the text of the restated articles of incorporation for the Green Bay Packers, Inc., the football team of the NFL. These articles were filed with the Wisconsin secretary of states on June 12, 2007.

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RESTATED ARTICLES OF INCORPORATION OF GREEN BAY PACKERS, INC.

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Pursuant to Section 180. I 007 of the Wisconsin Business Corporation  Law, these Restated Articles of Incorporation  shall supersede  and take the place of the corporation's heretofore existing Amended and Restated Articles of Incorporation and all amendments thereto.

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ARTICLE I

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The undersigned have associated and do hereby associate themselves together for . the purpose of forming a corporation under Chapter  180 of the Wisconsin Statutes and  acts amendatory thereof and  supplemental thereto. That this association shall be a community project intended to promote community welfare and that its purposes shall be exclusively charitable and that ·incidental to its purposes, it shall have the right to conduct athletic contests, operate a football team, or such other similar projects for the purpose of carrying out its charitable purposes, which purposes shall be carried on within the State of Wisconsin,· and especially within the County of Brown, in said State.   

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ARTICLE II

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The name of the corporation shall be the GREEN BAY PACKERS, INC., and its Location shall be in the City of Green Bay, Brown County, Wisconsin.

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ARTICLE III

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A. Authorized Stock. The total number of shares of all classes of capital stock that said corporation shall have the authority to issue is ten million (10,000,000) shares of common stock having no par value (“Common Stock”).

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B. Preemptive Rights. Notwithstanding Section 180.1705 of the Wisconsin Business Corporation Law (or any successor provision to such section), the holders of Common Stock shall not have a preemptive right to acquire unissued shares of Common Stock.

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C. Limitation on Issuances of Stock. After 8:00 a.m. (Central Time) on November 14,1997 (the "Effective Time,), the corporation shall be entitled to issue up to one million (1,000,000) authorized but unissued states of Common Stock upon the authority of the board of directors of the corporation in accordm1ce with applicable law7 but the corporation shall not issue any shares in excess of such amount unless, in addition to the authority of the board of directors of the corporation  in accordance  with applicable  law,  the issuance  of such excess shares shall have been approved by the affirmative vote of the holders of seventy percent (70%) of the shares of Common Stock outstanding prior to the issuance of such excess shares.

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ARTICLE IV

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The number of directors constituting  the initial board of directors  of  the corporation is three (3) and thereafter the number of directors shall be such number (not less than three (3)) as is fixed from time to time by the bylaws. Said directors may be classified as authorized from time to time by the bylaws.

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ARTICLE V

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The bylaws may provide regulations for the person holding the stock, when such stock may be transferred, when the stock may be redeemed and the conditions under which stock may be transferred and new stockholders admitted to the corporation. Notwithstanding the foregoing, after the· Effective Time, Common Stock is redeemable at  the option  of  the corporation at a price of $0.025 per share of Common Stock only in the event the board of directors of the corporation determines the stockholder cannot be located after the corporation has expended reasonable time and effort attempting to locate the stockholder and a period of five years has elapsed since the stockholder's last contact with the corporation.

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ARTICLE VI

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The corporation shall be non-profit sharing and its purpose shall be exclusively for charitable purposes and that its profit shall be donated to the Green Bay Packers Foundation, but that the Green Bay Packers, Inc. can make contributions to any lo al charitable institutions; that no stockholder shall receive any dividend, pecuniary profit or emolument by virtue of his being a stockholder.

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That should  there be a dissolution of the Green  Bay Packers,  Inc., the players shall be subject to the National Football League Rules, but that the undivided profits and assets of the. Green Bay Packers, Inc. shall go to the Green Bay Packers Foundation for distribution to community programs, charitable causes, and such other similar cause to which the Foundation deems appropriate.

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ARTICLE VII

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The board of directors shall have the right to create a capital reserve to provide for the acquisitions and maintenance of its plant, equipment and players and said funds shall be preserved and no distribution made to any done under the charitable clause of the Articles of Incorporation, except when in the judgment of the board of directors it shall be deemed advisable.

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ARTICLE VIII

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The registered office of the Green Bay Packers, Inc. is 1265 Lombardi Avenue, P.O. Box. l0628, Green Bay, Wisconsin 54307-0628, and its registered agent is Jason G. Wied whose address is 1265 Lombardi Avenue, P.O. Box 10628. Green Bay, Wisconsin 54307-0628.

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ARTICLE IX

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These articles may be amended in the manner authorized by law.

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ARTICLE X

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Twenty (20) per cent of the outstanding stock of the corporation shall constitute a quorum at any meeting, special or annual, and such quorum shall be capable of transacting any business.

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CERTIFICATION

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The undersigned, the duly elected and acting Chairman and Secretary of the Green Bay Packers, Inc., a Wisconsin corporation, in accordance with Section 180.1007 of the Wisconsin Business Corporation Law, DO HEREBY CERTIFY THAT:

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1. The name of the corporation is Green Bay Packers, Inc.

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2. The foregoing Restated Articles of Incorporation, which do not contain amendments to the corporation’s articles of incorporation requiring stockholder approval, were adopted by the corporation's Board of Directors on May 30, 2007. ·

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IN WITNESS WHEREOF, the undersigned have executed these Restated Articles of Incorporation on behalf of the corporation this 30th day of May, 2007.

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GREEN BAY PACKERS, INC.

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/s/ Robert E. Harlan

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Robert E. Harlan, Chairman

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By /s/ Peter Platten

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Peter M. Platten ill, Secretary

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