EXHIBIT 3.1
RESTATED
ARTICLES OF INCORPORATION
OF
HEMACARE CORPORATION
Hal I. Lieberman and JoAnn Stover certify that:
1. They are the president and the secretary, respectively,
of HEMACARE CORPORATION, a California corporation.
2. The articles of incorporation of this corporation are
restated to read as follows:
Article One
The name of this corporation is HEMACARE CORPORATION
Article Two
The purpose of the corporation is to engage in any
lawful act or activity for which a corporation may
be organized under the General Corporation Law of
California other than the banking business, the
trust business or the practice of a profession
permitted to be incorporated by the California
Corporations Code.
Article Three
The total number of shares of all classes of stock
which the corporation shall have authority to issue
is 25,000,000, consisting of (i) 20,000,000 shares
of common stock ("Common Stock"), and (ii) 5,000,000
shares of preferred stock ("Preferred Stock").
The board of directors is hereby expressly
authorized, by resolution or resolutions, to provide
out of the unissued shares of Preferred Stock, for
series of Preferred Stock. Before any shares of any
such series are issued the board of directors shall
fix, and hereby is expressly empowered to fix, by
resolution or resolutions, the following provisions
of the shares thereof:
(a) the designation of such series and the number of shares
to constitute such series;
(b) whether the shares of such series shall have voting
rights, in addition to any voting rights provided by law,
and, if so, the terms of such voting rights, which may be
general or limited;
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(c) the dividends, if any, payable on such series, whether
any such dividends shall be cumulative, and, if so, from
what dates, the conditions and dates upon which such
dividends shall be payable, the preference or relation which
such dividends shall bear to the dividends payable on any
shares of stock of any other class or any other series of
this class;
(d) whether the shares of such series shall be subject to
redemption by the corporation, and, if so, the times, prices
and other conditions of such redemption;
(e) the amount or amounts payable upon shares of such
series upon, and the rights of the holders of such series
in, the voluntary liquidation, dissolution or winding up, or
upon any distribution of the assets, of the corporation;
(f) whether the shares of such series shall be subject to
the operation of a retirement or sinking fund and, if so,
the extent to and manner in which any such retirement or
sinking fund shall be applied to the purchase or redemption
of the shares or such series for retirement or other
corporate purposes and the terms and provisions relative to
the operation thereof;
(g) whether the shares of such series shall be convertible
into, or exchangeable for, shares of stock of any other
class or any other series of this class or any other
securities and, if so, the price or prices or the rate or
rates of conversion or exchange and the method, if any, of
adjusting the same, and any other terms and conditions of
conversion or exchange;
(h) the limitations and restrictions, if any, to be
effective while any shares of such series are outstanding
upon the payment of dividends or the making of other
distributions on, and upon the purchase, redemption or other
acquisition by the corporation of, the Common Stock or
shares of any other class or any other series of this class;
(i) the conditions or restrictions, if any, upon the
creation of indebtedness of the corporation or upon the
issue of any additional stock, including additional shares
of such series or any other series of this class or any
other class; and
(j) any other powers, preferences and relative
participating, optional and other rights, and any
qualifications, limitations and restrictions thereof.
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The powers, preferences and relative
participating, optional and other special rights of
each series of Preferred Stock, and the
qualifications, limitations or restrictions thereof,
if any, may differ from those of any and all other
series at any time outstanding. All shares of any
one series of Preferred Stock shall be identical in
all respects with all other shares of such series,
except that shares of any one series issued at
different times may differ as to the dates from
which dividends thereon shall be cumulative.
Article Four
Whenever by statute the vote or consent of the
shareholders of the corporation shall be required to
authorize or approve a sale, lease, or exchange of
all or substantially all of the corporation's
property or assets or to adopt or approve an
agreement of merger or consolidation of the
corporation with or into any other corporation or to
merge any other corporation into the corporation,
the vote or consent of at least sixty-six and two-
thirds percent of the outstanding stock of
corporation entitled to vote or consent thereon
shall be required for any such authorization,
adoption or approval. Such affirmative vote or
consent shall be in addition to the vote or consent
of the holders of the stock of the corporation
otherwise required by law or any agreement between
the corporation and any national securities
exchange, if applicable. The provisions of this
paragraph shall not apply to any transaction with
another corporation, person or entity if (i) a
majority of the outstanding shares of all classes
entitled to vote generally in the election of
directors, considered for this purpose as one class,
of such other corporation or entity is owned of
record or beneficially by the corporation and its
subsidiaries, if any, or (ii) prior to the
consummation of such transaction, the board of
directors of the corporation either (a) adopts by
unanimous written consent without a meeting a
resolution on favor of the transaction or (b) adopts
such resolution at a meeting by the affirmative vote
of at least sixty-six and two-thirds percent of the
directors then in office. Notwithstanding any other
provision of the Articles of Incorporation or the
bylaws of the corporation or any other lesser
percentage that may be specified by law or any
agreement between the corporation and any national
securities exchange, if applicable, the vote or
consent of at least sixty-six and two-thirds percent
of the outstanding stock of the corporation entitled
to vote shall be required to amend, alter, change or
repeal any of the provisions of this paragraph.
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Article Five
(a) Limitation of Directors' Liability. The liability of
the directors of the corporation for monetary damages shall
be eliminated to the fullest extent permissible under
California law.
(b) Indemnification of Corporate Agents. The corporation
authorized to provide, whether by bylaw, agreement or
resolution of the board of directors or shareholders of the
corporation, for the indemnification of agents (as defined
in Section 317 of the California General Corporation Law) of
the corporation in excess of that expressly permitted by
such Section 317, for breach of duty to the corporation and
its shareholders to the fullest extent permissible under
California law.
(c) Repeal or Modification. Any repeal or modification of
this Article Five by the shareholders of the corporation
shall not adversely affect any right or protection of a
director or agent of the corporation existing at the time of
such repeal or modification.
3. The foregoing restatement of articles of incorporation
has been duly approved by the board of directors.
4. The foregoing restatement of articles of incorporation
did not require approval by the vote of the shareholders of
the corporation since it does not effect any alteration or
amendment of the articles of incorporation as heretofore
amended.
We further declare under penalty of perjury under the laws
of the State of California that the matters set forth in
this certificate are true and correct of our own knowledge.
DATE: March 1st, 1996
/s/ Hal I. Lieberman
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Hal I. Lieberman, President
/s/ JoAnn R. Stover
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JoAnn Stover, Secretary
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