RESTATEMENT OF ARTICLES OF INCORPORATION
FIRST: The name of the Corporation is ESCALADE, INCORPORATED
SECOND: (A) The address of the registered office of the
Corporation in the State of Indiana is 817 Maxwell Avenue, Evansville, Indiana
(B) The name of the registered agent of the Corporation
at such address is Robert E. Griffin.
THIRD: The nature of the business or purposes to be conducted or
promoted by the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the Indiana Business Corporation Law.
FOURTH: (A) The total number of shares of stock which the
Corporation shall have authority to issue shall be Thirty-One Million
(31,000,000) shares, consisting of Thirty Million (30,000,000) shares of common
stock, no par value per share and One Million (1,000,000) shares of preferred
stock, no par value per share.
(B) Each share of the common stock of the Corporation
shall have one (1) vote. Each share of the preferred stock of the Corporation
shall have no voting rights, except as otherwise required by law.
(C) (1) The Board of Directors of the Corporation is hereby
expressly granted the authority to fix any and all designations and powers,
preferences and rights, and qualifications, limitations or restrictions thereof,
which are permitted by the Indiana Business Corporation Law in respect to any
class or classes of stock or any series of any class of stock of the Corporation
as the same may be fixed, from time to time, by resolution or resolutions of the
Board of Directors of the Corporation and shall not be fixed by these Articles
(2) The Board of Directors of the Corporation is hereby
expressly vested with the authority to state, from time to time, by such
resolution or resolutions as are referred to in the Indiana Business Corporation
Law, any and all of the matters with respect to the stock of the Corporation set
FIFTH: The Board of Directors of the Corporation is hereby expressly
vested with the authority to transfer, from time to time, any part or all of the
property and assets, obligations or liabilities of the Corporation to any one or
more of the Corporation's wholly owned subsidiary corporations without the
approval and adoption of such transfer or transfers by the stockholders of the
Corporation, provided, however, that such action is not otherwise expressly
prohibited under the Indiana Business Corporation Law.
SIXTH: The Corporation has received consideration of at least One
Thousand Dollars ($1,000.00) for the issuance of shares of the Corporation's
SEVENTH: The By-Laws of the Corporation may be made, altered, amended
or repealed, from time to time, at a meeting held for such purpose, by the
affirmative vote of a majority of the Board of Directors of the Corporation or
without such a meeting by the written consent of all of the members of the Board
of Directors of the Corporation, or at a meeting held for such purpose, by the
affirmative vote of the holders of shares entitling them to exercise a majority
of the voting power of the Corporation on such proposal.
EIGHTH: These Restatement of Articles of Incorporation supersede and
take the place of the Corporation's hereto before existing Articles of
IN WITNESS WHEREOF, the undersigned, being the President and Secretary
herein named, action on behalf of the Corporation, do hereby make and subscribe
these Restatement of Articles of Incorporation on this 19 day of March, 2007.
By: /s/ DANIEL A. MESSMER
Daniel A. Messmer, President
By: /s/ TERRY D. FRANDSEN
Terry D. Frandsen, Secretary
[As Filed: 04-13-2007]