(The Articles of Incorporation, as amended, have been restated in electronic
format in accordance with Rule 102(c) of Regulation S-T for purposes of filing
with the SEC)
ARTICLES OF INCORPORATION
OF
MERIT MEDICAL SYSTEMS, INC.
We, the undersigned natural persons, over the age of eighteen (18)
years, acting as incorporators of a corporation under the Utah Business
Corporation Act, adopt the following Articles of Incorporation for such
corporation.
ARTICLE I
NAME
The name of the corporation is Merit Medical Systems, Inc.
ARTICLE II
DURATION The period of its duration is perpetual.
ARTICLE III
PURPOSES
The purpose or purposes for which the corporation is organized are:
A. To engage in the business of developing medical
devices and equipment for research and commercial use; and to
engage in such other activities as are incidental to or connected
with the operation of such business;
B. To borrow money and contract debts, when necessary for the
transaction of its business, or for the exercise of its corporate rights,
privileges, or franchises, or for any other lawful purpose of its incorporation;
to issue bonds, promissory notes, bills of exchange, debentures, and other
obligations and evidences of indebtedness, payable at specified time or times,
or payable upon the happening of a specified event or events, whether secured by
mortgage, pledge, or otherwise or unsecured, for money borrowed, or in payment
for property purchased, or acquired, or for any other lawful objects;
C. To conduct business, have one or more offices, and hold, purchase,
sell or otherwise dispose of, mortgage, or convey real and personal property in
this state, and in any of the several states, territories, possessions and
dependencies of the United States, the District of Columbia, and any foreign
countries;
D. To do all and everything necessary and proper for the
accomplishment of the objects enumerated in these Articles of Incorporation, or
any amendment thereof, or necessary or incidental to the protection and benefit
of the corporation and, in general, to carry on any lawful business necessary or
incidental to the attainment of the objects of the corporation, whether or not
such business is similar in nature to the objects set forth in these Articles of
Incorporation or any amendment thereof.
ARTICLE IV
AUTHORIZED SHARES
The aggregate number of shares which the corporation shall have
authority to issue shall be 10,000,000 common shares, no par value. All shares
issued by the corporation shall be fully paid and nonassessable and shall have
equal rights.
Dividends may be paid upon the common shares as and when declared by
the Board of Directors out of any funds legally available therefor.
In the event of any liquidation, dissolution or winding up of the
affairs of the corporation, the holders of the common shares shall be entitled
to share ratably in all assets then remaining for distribution to the
shareholders.
ARTICLE V
MINIMUM PAID-IN CAPITAL
The corporation will not commence business until consideration of the
value of at least $1,000 has been received for the issuance of shares.
ARTICLE VI
DIRECTORS
The corporation shall have a minimum of three (3) and a maximum of
nine (9) directors as shall be set by the Bylaws of the corporation. Until their
successors are duly elected and qualified, the original directors shall be the
following:
Fred P. Lampropoulos 2407 Karren Street
Holladay, Utah 84124
Cynthia Lampropoulos 2407 Karren Street
Holladay, Utah 84124
Peter C. Lampropoulos 8777 Alta Canyon Drive
Sandy, Utah 84092
ARTICLE VII
LIMITATION OF LIABILITY OF DIRECTORS
To the fullest extent permitted by the Utah Revised Business
Corporation Act or any other applicable law as now in effect or as it may
hereafter be amended, a director of the corporation shall not be personally
liable to the corporation or its shareholders for monetary damages for any
action taken or any failure to take any action, as a director.
Neither any amendment nor repeal of this Article VII, nor the adoption
of any provision in these Articles of Incorporation inconsistent with this
Article VII, shall eliminate or reduce the effect of this Article VII in respect
of any matter occurring, or any cause of action, suit or claim that, but for
this Article VII, would accrue or arise, prior to such amendment, repeal or
adoption of an inconsistent provision.
ARTICLE VIII
PREEMPTIVE RIGHTS; CUMULATIVE VOTING
A. The corporation shall have the right to purchase its own shares to
the extent of its unreserved and unrestricted earned surplus and also to the
extent of its unreserved and unrestricted capital surplus.
B. The Board of Directors of the corporation may designate such
committee or committees as it determines in accordance with law to exercise such
authority as the Board of Directors shall delegate in the resolution designating
such committee or committees.
C. The shareholders shall not have preemptive rights to acquire
additional securities of the corporation; and there shall be no cumulative
voting by shareholders at any election of directors of the corporation.
ARTICLE IX
REGISTERED AGENT
The initial registered agent of the corporation shall be Fred P.
Lampropoulos, and the address of the initial registered office of the
corporation shall be 2407 Karren Street, Holladay, Utah 84124.
ARTICLE X
INCORPORATORS
The incorporators of the corporation are the following:
Fred P. Lampropoulos 2407 Karren Street
Holladay, Utah 84124
Richard L. Blanck City Centre I, Suite 900
175 East Fourth South
Salt Lake City, Utah 84111
Karen Fisher City Centre I, Suite 900
175 East Fourth South
Salt Lake City, Utah 84111
ARTICLE XI
INDEMNIFICATION
The corporation shall indemnify its officers, directors, agents,
incorporators and other persons against liabilities incurred by them that result
from their acts that are performed in furtherance of the business of the
corporation to the full extent now or hereafter permitted by the laws of the
State of Utah.
ARTICLE XII
Vote Required to Approve Fundamental Changes
As to the following matters, the affirmative vote of two-thirds of the
shares entitled to vote shall be required to approve any proposed shareholder
action which otherwise requires shareholder approval under the Utah Revised
Business Corporation Act: (a) to merge or consolidate the corporation with or
into another corporation; (b) to sell, exchange, transfer or otherwise dispose
of all or substantially all of the corporation's property and assets; (c) to
dissolve or liquidate the corporation; or (d) to amend, change or delete this
Article XII from the Articles of Incorporation.