Exhibit 3.23
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
ARTICLE I
The name of this Corporation is Ergotron, Inc.
ARTICLE II
The registered agent of this Corporation is Corporation Service Company and the
registered office of this Corporation is located at 380 Jackson Street, Suite 700,
St. Paul, MN 55101.
ARTICLE III
This Corporation is authorized to issue an aggregate total of 3,000 shares, all
of which shall be designated Common Stock, having a par value of $0.01 per share.
ARTICLE IV
No shareholder of this Corporation shall have any cumulative voting rights.
ARTICLE V
No shareholder of this Corporation shall have any preemptive rights by virtue of
Section 302A.413 of the Minnesota Statutes (or similar provisions of future law) to
subscribe for, purchase, or acquire any shares of the Corporation of any class,
whether unissued or now or hereafter authorized, or any obligations or other
securities convertible into or exchangeable for any such shares.
ARTICLE VI
Any action required or permitted to be taken at a meeting of the Board of
Directors of this Corporation not needing approval by the shareholders under
Minnesota Statutes, Chapter 302A, may be taken by written action signed, or consented
to by authenticated electronic communication, by the number of directors that would
be required to take such action at a meeting of the Board of Directors at which all
directors were present.
ARTICLE VII
Any action required or permitted to be taken at a meeting of shareholders of
this Corporation may be taken by written action signed, or consented to by
authenticated electronic communication, by shareholders having voting power equal to
the voting power that would be required to take the same action at a meeting of the
shareholders at which all
shareholders were present, but in no event may written action be taken by holders of less
than a majority of the voting power of all shares entitled to vote on that action.
ARTICLE VIII
Unless otherwise provided by the Board of Directors, no shareholder of this Corporation shall
be entitled to exercise statutory dissenters rights under Section 302A.471 of the Minnesota
Statutes (or similar provisions of future law) in connection with any amendment to these Articles
of Incorporation.
ARTICLE IX
No director of this Corporation shall be personally liable to the Corporation or its
shareholders for monetary damages for breach of fiduciary duty by such director as a director;
provided, however, that this Article shall not eliminate or limit the liability of a director to
the extent provided by applicable law (1) for any breach of the directors duty of loyalty to the
Corporation or its shareholders, (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) under Section 302A.559 or 80A.76 of the
Minnesota Statutes (or similar provisions of future law), (4) for any transaction from which the
director derived an improper personal benefit, or (5) for any act or omission occurring prior to
the effective date of this Article. If the Minnesota Statues are amended to authorize the further
elimination or limitation of the liability of directors, then the liability of a director to the
Corporation, in addition to the limitation on personal liability provided herein, shall be limited
to the fullest extent permitted by the amended Minnesota Statues. No amendment to or repeal of this
Article shall apply to or have any effect on the liability or alleged liability of any director of
the Corporation for or with respect to any acts or omissions of such director occurring prior to
such amendment or repeal.
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