Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal
Year.
On June 22, 2009, the Board of Directors of Otter Tail Corporation (the "Company") adopted a Statement of Cancellation of Statements Establishing Rights and Preferences of Shares (the "Statement of Cancellation") pursuant to
Section 302A.133 of the Minnesota Business Corporation Act to remove from the Company's Restated Articles of Incorporation, as amended, the Statement of Rights for each of the following series of the Company's shares: (i) $9.50 Cumulative Preferred Shares, (ii) $11.50 Cumulative Preferred Shares, (iii) $8.30 Cumulative Preferred Shares, (iv) $8.375 Cumulative Preferred Shares, (v) $8.90 Cumulative Preferred Shares, (vi) $11.50 Cumulative Preferred Shares (Series A), (vii) $9.00 Exchangeable Cumulative Preferred Shares, (viii) $6.35 Cumulative Preferred Shares and (ix) Series A Junior Participating Preferred Shares (each, a "Preferred Series"). No shares of any of the Preferred Series remain outstanding and, in the case of the Series A Junior Participating Preferred Shares, no shares were issued prior to the expiration of the Company's shareholder rights plan on January 27, 2007 in accordance with its terms. On June 22, 2009, the Board of Directors of the Company also adopted the Second Restated Articles of Incorporation reflecting previous amendments to the Company's Restated Articles of Incorporation as well as the removal of the Statement of Rights for each of the Preferred Series to be effected by the filing of the Statement of Cancellation. The Statement of Cancellation and the Second Restated Articles of Incorporation were filed with the Secretary of State of Minnesota on June 23, 2009. A copy of the Second Restated Articles of Incorporation is attached as Exhibit 3.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

Exhibit Number Description 3.1 Second Restated Articles of Incorporation of Otter Tail Corporation.

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