. FILED tn the Oftice of the Secretary of State of Texas ARTICLES OF INCORPORATION OCT 0 1 Zum OF . ALBERT LEA SELECT rooms, 1Nc. The undersigned, a natural person of the age of eighteen (18) years or more, acting as incorporator of a corporation under the Texas Business Corporation Act, does hereby adopt the following Articles of Incorporation for such corporation: ARTICLE ONE The name ofthe corporation is Albert Lea Select Foods, Inc. (the "Corporation"). ARTICLE TWO The period of its duration is perpetual. ARTICLE THREE The purpose for which the Corporation is organized is the transaction of any or all lawful business for which corporations may be incorporated under the Texas Business Corporation Act. ARTICLE FOUR The aggregate ntunber of shares which the Corporation shall have the authority to issue is One Hundred Thousand (100,000) shares of common stock, each share having a par value of $0.01 per share. The shares have identical rights and privileges in every respect. ARTICLE FIVE The Corporation will not commence business until it has received for the issuance of its shares consideration of the value of at least One Thousand and No/100 Dollars consisting of money contributed, labor done or property actually received. ARTICLE SIX Directors shall be elected by majority vote. Cumulative voting is prohibited. ARTICLE SEVEN The number of directors constituting the initial Board of Directors is six however, thereafter the Bylaws shall fix the number of directors. The name and address ofthe persons who are to serve as directors until the first armual meeting of the shareholders, or until his/her successor(s) are elected and qualified, are: ;2t Tumer, PLLC\Client Matters\Albert Lea Select Foods, lnc\Org,rrnizational Documents\Articles of Incorporation - Albert lea Select Foods.doc Last Revised: 9-28?04 Name Address Kelly B. Wadding 711 Honnel Century Parkway Austin, MN 55912 David Drommerhausen 711 Hormel Century Parkway Austin, MN 55912 Carole L. Bower 711 Hormel Century Parkway Austin, MN 55912 Melvin Gilbertson 711 I-Iormel Century Parkway Austin, MN 55912 Nate A. Jansen 711 Hormel Century Parkway Austin, MN 55912 Kenneth W. Kay 5580 LBJ Freeway, Suite 400 Dallas, TX 75240 ARTICLE EIGHT The name and address ofthe incorporator is: Name Address Matthew R. Farris 878 S. Denton Tap Road, Suite 125 Coppell, Texas 75019 'l`he powers of the incorporator shall terminate upon the filing of these Articles of Incorporation. ARTICLE NINE The shareholders of the Corporation shall have a preemptive right to acquire additional, unissued or treasury shares of the Corporation, (ii) securities ofthe Corporation convertible into or carrying a right to subscribe to or acquire shares, shares issued to employees ofthe Corporation, whether pursuant to approval by the affirmative vote of the holders of a majority of the shares entitled to vote thereon, pursuant to authorization by and consistent with a plan theretofore approved by a vote of shareholders, or otherwise, and (iv) shares sold otherwise than for cash. ARTICLE TEN No director of the Corporation shall be liable to the Corporation or its shareholders for monetary damages for any act or omission in the director's capacity as a director, except that this provision does not eliminate or limit the liability of a director for (1) a breach of a director's duty of -2- S:\Farris Turner, PLLC\Client Mat1ers\Albert Lea Select Foods, Inc\Organizational Documents\Articles of Incorporation - Albert Lea Select Foodsdoc Last Revised: 9-28-04 loyalty to the Corporation or its shareholders or members, (2) an act or omission not in good faith that constitutes a breach of duty ofthe director to the Corporation or an act or omission that involves intentional misconduct or a knowing violation of the law, (3) a transaction from which a director received an improper benefit, whether or not the benefit resulted from action taken within the scope of the director's office, (4) an act or omission for which the liability of a director is expressly provided by statute, or (5) an act related to an unlawful stock repurchase or payment of a dividend. ARTICLE ELEVEN The initial Bylaws ofthe Corporation shall be adopted by the Board of Directors. The power to alter, amend or repeal the Bylaws or adopt new Bylaws shall be vested in the Board of Directors. ARTICLE TWELVE The Corporation may enter into contracts and transact business with one or more of its directors, officers, employees or shareholders, or with any firm of which any one or more of its directors, officers, employees or shareholders are members or with any corporation or association in which any one or more of its directors, officers, employees or shareholders are shareholders, directors, officers or employees upon and subject to the following terms and conditions: Any such contract or transaction shall not be invalidated or in anywise affected adversely by the fact that any such person has or may have interests therein which are or might be adverse to the interest of the Corporation, even though the vote of any director having such adverse interest shall have been necessary to obligate the Corporation upon any such contract or transaction. No director, officer, employee or shareholder having such adverse interest shall be liable to the Corporation or to any shareholder or creditor thereof, or to any other person, for any loss or liability incurred by reason of any such contract or transaction, nor shall any such director, officer, employee or shareholder be accountable to the Corporation, or otherwise, for any gains or profits realized thereon. Any such contract or transaction shall, at the time at which it was entered into, have been fair as to the Corporation and shall not have been upon terms at such time that were fraudulent to the Corporation, or the person(s) involved shall have made full disclosure of the material facts of their relationship or interest in the transaction and the transaction is approved in good faith by the shareholders of the Corporation or a majority of the disinterested board of directors. ARTICLE THIRTEEN Notwithstanding any provision of the Texas Business Corporation Act to the contrary, any action to be taken by the shareholders of the Corporation, including action with regard to amendments of these Articles, merger or consolidation of this Corporation with another, or disposition of all or substantially all of its assets, shall require the vote of only a majority of the -3- S:\Fmis Tumer, PLLC\Clicnt Matters\Alben Lea Select Foods, Inc\Orgunizational Documems\Articles of Incorporation Albert bea Select Foodsdoc Lastkevisedz mam issued and outstanding shares of capital stock, rather than any greater number which may be required by the Texas Business Corporation Act. Any action that is required by the Texas Business Corporation Act to be taken at any annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted. ARTICLE FOURTEEN The street address of the initial registered office of the Corporation is 5580 LBJ Freeway, Suite 400, Dallas, Texas 75240, and the name of its initial registered agent at such address is Kenneth W. Kay. IN WITNESS WHEREOF, I have hereunto set my hand, this ls? day of October, 2004. Matthew R. gis, Incorporator -4- Tumer, Matters\Albert Lea Select Foods, lnc\Org,nniutional Documents\Artieles of Incorpomtiun -- Albert Lea Select F0ods.doc Last Revised: 9-28-04 1 Number: 0800397136 gcc?-0512413196 5.. rz V1 E13 FRANCHISE TAX a Report year eueuc neponr $2015934022 . 2006 MUST be tiled to tax requirements name anu aaeress ern uno lj 1 lj 4 LEE SELECT cmeLBJ FREEWAY SUI TE 4 rrpuer unchartered number ALLAS TX 7 5 2 4 0 F2'5p5'??rrc 0800397136 If the preprmted rnfomnatron rs not correct; please type or the correct mformatron please sign below! Umm and The followmg mfonnatron prowded lor the Secretary of Slate (S.O by each corporatlon or rs repwted as or the date hmlted company that frles a Texas Corporatron Tax Report Use addmonal sheets lor E15 Sectrons A, B, and C, rf necessary The rnformation be avarlable for public rnspecfron IE EEPEE tax report There ls pc requvrement or procedure supplementmg the Blacken completely rf there are currently no changes to the rnformatrcn rn Ed nw Sectron A of report Then, complete Sechons and C0rp0rallon's place nr SECTION A. Name trtle and marlrn address of each cthcer and drrector NAME I mnecroa Term OLE . BOWER DIRECTOR Fa rwwne Accness 11 HORMEL CENTURY PARKWAY AUSTIN MN 5 5 9 12 NAME me neuron rem rr AVID DROMZMERHAUS EN DIRECTOR Ea Maruuc Auoness 7 1 1 HORMEL CENTURY PARKWAY AUSTIN MN 559 1 2 NAME me nrnacma rem explratlon 1 ELLY . WADDING DIRECTOR untrue Acnness 11 HORMEL CENTURY PARKWAY AUSTIN MN 5 5 9 1 2 r"'r SECTION B. each corpcratron or company, rf any, rn thus corporatron or company owns an rnterest often percent or more Enter the rnformatnon requested for each corporatrcn or lrabrlriy company I Namc or owned ?g;gp?grmn gas mc NONE Name ni owned ccrpovatlcn igfpzallon Texas SOS lite number SECTION C. each corporatron or company, rf any, that owns an rnterest often percent or more rn reportmg corporatron or company Enter the rnformatron requested for each corporatron or company. (parent) corpcratlon Texas 508 me number Percentage Interest 0l1rI