Exhibit 3.1
Attachment to Certificate of Merger
SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
MERIDIAN BIOSCIENCE, INC.
The following Second Amended and Restated Articles of Incorporation supersede the previously existing Amended Articles of Incorporation of Meridian Bioscience, Inc. (the “Company”).
ARTICLE I
NAME
The name of the Company is Meridian Bioscience, Inc.
ARTICLE II
PRINCIPAL OFFICE
The principal office of the Company is located in 3471 River Hills Drive, Cincinnati, Ohio 45244, or any such other location as the Board of Directors of the Company may from time to time determine.
ARTICLE Ill
CAPITAL STOCK
The number of shares of stock that the Company is authorized to issue is 100 shares, all of which shall be common shares, without par value (the “Common Shares”). Each issued and outstanding Common Share shall be entitled to one vote on each matter submitted to a vote at a meeting of the shareholders of the Company.
ARTICLE IV
PURPOSE
The purpose for which the Company is organized is to develop, manufacture and sell medical diagnostic products and to do any other lawful act or acts for which corporations may be formed under Sections 1701.01 to 1701.98, inclusive of the Ohio Revised Code.
ARTICLE V
REGISTERED OFFICE AND AGENT
The address of the registered office of the Company in the State of Ohio is 3366 Riverside Drive, Suite 103, Columbus, Ohio 43221. The name of the Company’s registered agent at such address is Corporation Service Company.