EXHIBIT 3.1
SECOND RESTATED ARTICLES OF INCORPORATION
OF
ATS MEDICAL, INC.
These Second Restated Articles of Incorporation supersede the Company's
original Articles and all amendments thereto.
ARTICLE 1. NAME
The name of the corporation is "ATS Medical, Inc."
ARTICLE 2. REGISTERED OFFICE
The address of the registered office of the corporation in Minnesota is
3905 Annapolis Lane, Plymouth, Minnesota 55447.
ARTICLE 3. AUTHORIZED SHARES
The aggregate number of authorized shares of the corporation is
100,000,000, $.01 par value, which shall be divisible into the classes and
series, have the designations, voting rights, and other rights and preferences
and be subject to the restrictions that the Board of Directors of the
corporation may from time to time establish, fix, and determine consistent with
Articles 4 and 5 hereof. Unless otherwise designated by the Board of Directors,
all issued shares shall be deemed Common Stock with equal rights and
preferences.
ARTICLE 4. NO CUMULATIVE VOTING
There shall be no cumulative voting by the shareholders of the corporation.
ARTICLE 5. NO PREEMPTIVE RIGHTS
The shareholders of the corporation shall not have preemptive rights to
subscribe for or acquire securities or rights to purchase securities of any
kind, class, or series of the corporation.
ARTICLE 6. BOARD OF DIRECTORS
The names and addresses of the members of the first Board of Directors are:
Name Address
- ---- -------
John R. Holroyd 6905 Limerick Lane South
Edina, Minnesota 55435
John S. Salstrom 1250 West Minnehaha Parkway
Minneapolis, Minnesota 55419
Manuel A. Villafana P.O. Box 2122
Loop Station
Minneapolis, Minnesota 55402
ARTICLE 7. WRITTEN ACTION BY DIRECTORS
An action required or permitted to be taken at a meeting of the Board of
Directors of the corporation may be taken by a written action signed, or
counterparts of a written action signed in the aggregate, by all of the
directors unless the action need not be approved by the shareholders of the
corporation, in which case the action may be taken by a written action signed,
or counterparts of a written action signed in the aggregate, by the number of
directors that would be required to take the same action at a meeting of the
Board of Directors of the corporation at which all of the directors were
present.
ARTICLE 8. DIRECTOR LIABILITY
A director of this corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of director's duty
of loyalty to the corporation or its shareholders; (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law; (iii) under Sections 302A.559 or 80A.23 of the Minnesota Statutes; (iv)
for any transaction from which the director derived an improper personal
benefit; or (v) for any act or omission occurring prior to the date when this
Article 8 became effective.
If the Minnesota Business Corporation Act is hereafter amended to authorize
the further elimination or limitation of the liability of a director, then the
liability of a director of the corporation shall be eliminated or limited to the
fullest extent permitted by the Minnesota Business Corporation Act, as so
amended.
Any repeal or modification of the foregoing provisions of this Article 8 by
the shareholders of the corporation shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification.
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ARTICLE 9. INDEMNIFICATION
Each director and officer, past and present, of the corporation, and each
person who serves or may have served at the request of the corporation as a
director, officer, employee or agent of another corporation or employee benefit
plan, and their respective heirs, administrators and executors, shall be
indemnified by the corporation in accordance with, and to the fullest extent
permissible under, the provisions of the Minnesota Business Corporation Act, as
it may from time to time be amended.
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