Escalade Inc – ‘10-Q’ for 3/24/07 – EX-3.1

On:  Friday, 4/13/07, at 3:04pm ET   ·   For:  3/24/07   ·   Accession #:  1019056-7-356   ·   File #:  0-06966

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Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      13     68K 
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws      2      9K 
 3: EX-31.1     Certification per Sarbanes-Oxley Act (Section 302)     2±    10K 
 4: EX-31.2     Certification per Sarbanes-Oxley Act (Section 302)     2±    10K 
 5: EX-32.1     Certification per Sarbanes-Oxley Act (Section 906)     1      6K 
 6: EX-32.2     Certification per Sarbanes-Oxley Act (Section 906)     1      6K 

EX-3.1   —   Articles of Incorporation/Organization or By-Laws

EX-3.1
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                                                                     EXHIBIT 3.1

RESTATEMENT OF ARTICLES OF INCORPORATION

OF

ESCALADE, INCORPORATED

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  
47717.                                                                          

                (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  
of Incorporation.                                                               

                (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
forth therein.                                                                  

        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    
capital stock.                                                                  

       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.                        

14

EX-3.1
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       EIGHTH:  These Restatement of Articles of Incorporation supersede and
take the place of the Corporation's hereto before existing Articles of          
Incorporation.                                                                  

        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.   

                    ESCALADE, INCORPORATED

                       By: /s/ DANIEL A. MESSMER
                                           -------------------------------------
                                          Daniel A. Messmer, President

                       By: /s/ TERRY D. FRANDSEN
                                           -------------------------------------
                                          Terry D. Frandsen, Secretary

15

21 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/25/24  Escalade Inc.                     10-Q        3/31/24   56:3.3M                                   RDG Filings/FA
 3/29/24  Escalade Inc.                     10-K       12/31/23   95:8.3M                                   RDG Filings/FA
 3/29/24  Escalade Inc.                     10-Q/A      9/30/23   15:275K                                   RDG Filings/FA
 3/29/24  Escalade Inc.                     10-Q/A      6/30/23   15:276K                                   RDG Filings/FA
 3/29/24  Escalade Inc.                     10-Q/A      3/31/23   15:274K                                   RDG Filings/FA
 3/29/24  Escalade Inc.                     10-K/A     12/31/22   94:8.6M                                   RDG Filings/FA
10/26/23  Escalade Inc.                     10-Q        9/30/23   52:3.4M                                   RDG Filings/FA
 7/27/23  Escalade Inc.                     10-Q        6/30/23   52:3.5M                                   RDG Filings/FA
 5/09/23  Escalade Inc.                     10-Q        3/31/23   54:3.2M                                   RDG Filings/FA
 2/27/23  Escalade Inc.                     10-K/A     12/31/22   91:7.7M                                   RDG Filings/FA
 2/24/23  Escalade Inc.                     10-K       12/31/22   95:7.8M                                   RDG Filings/FA
10/27/22  Escalade Inc.                     10-Q       10/01/22   57:3.7M                                   RDG Filings/FA
 8/04/22  Escalade Inc.                     10-Q        7/09/22   56:3.5M                                   RDG Filings/FA
 4/14/22  Escalade Inc.                     10-Q        3/19/22   53:3M                                     RDG Filings/FA
 2/22/22  Escalade Inc.                     10-K       12/25/21   99:8.4M                                   RDG Filings/FA
10/28/21  Escalade Inc.                     10-Q       10/02/21   51:3.4M                                   RDG Filings/FA
 8/05/21  Escalade Inc.                     10-Q        7/10/21   51:3.3M                                   RDG Filings/FA
 4/15/21  Escalade Inc.                     10-Q        3/20/21   51:2.7M                                   RDG Filings/FA
 2/22/21  Escalade Inc.                     10-K       12/26/20  105:8.8M                                   RDG Filings/FA
10/29/20  Escalade Inc.                     10-Q       10/03/20   51:4.2M                                   Toppan Merrill/FA
 8/06/20  Escalade Inc.                     10-Q        7/11/20   51:4.2M                                   Toppan Merrill/FA