AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF
VITAL HEART SYSTEMS, INC.
ARTICLE 1
NAME
The name of this corporation shall be Vital Health Technologies, Inc.
ARTICLE 2
REGISTERED OFFICE
The location and post office address of the Corporation shall be 3085 Centre
Pointe Dr., N., Roseville, MN 55113; or such other address as may be designated
from time to time by the Board of Directors.
ARTICLE 3
DURATION
The duration of the Corporation shall be perpetual.
ARTICLE 4
PURPOSES AND POWERS
4.1 Purposes. The Corporation shall have general business purposes in
accordance with the laws of the State of Minnesota.
4.2 Powers. The Corporation shall have and may exercise all the powers
granted or available under the laws of the State of Minnesota and laws
amendatory thereof and supplementary thereto, including all powers
necessary or convenient to effect any or all of the business purposes
for which the Corporation is incorporated.
ARTICLE 5
CAPITAL
5.1 Authorized Capital. The aggregate number of shares of stock which this
corporation shall have the authority to issue is fifty million
(50,000,000) shares, $.01 par value, and five million (5,000,000)
shares of undesignated stock.
5.2 Terms of Undesignated Stock. In addition to, and not by way of
limitation of, the powers granted to the Board of Directors by
Minnesota Statutes, Chapter 302A, the Board of Directors of the
Corporation shall have the power and authority, with respect to the
undesignated stock:
(a) To establish one or more than one class or series of shares of
the Corporation, set forth the designation of classes or series
of shares, and fix
the relative rights and preferences of classes or series of
shares.
(b) To fix or alter, from time to time, the price, voting rights,
dividend rate and rights, time and price of redemption,
liquidation rights and price, conversion rights, sinking fund or
purchase fund rights, par value, and other terms of features of
any class or series of shares, including the number of shares
constituting any class or series.
5.3 Subscription, Rights, Option and Conversions. In addition to, and not
by way of limitation of, the powers granted to the Board of Directors
by the laws of the State of Minnesota, and except as may be limited or
restricted by such laws, the Board of Directors shall have the
following authority and powers:
(a) To accept or reject subscriptions for, authorize the issuance of,
and issue shares and other securities of the Corporation and
rights ro purchase shares and other securities of the
Corporation.
(b) To establish, authorize the issuance of, and grants rights,
warrants, and options entitling the holders thereof to purchase
from the Corporation shares of any class or series, or bonds,
notes, debentures, or other obligations convertible into shares
of any class or series.
(c) To establish, authorize the issuance of, and grant the right to
convert any securities or rights to purchase securities of the
Corporation into shares of any class or series.
(d) To establish and fix the terms, provisions, conditions,
limitations, restrictions, bases, prices, and other features of
subscriptions, rights to purchase securities, warrants, options,
and securities convertible into shares of the Corporation.
ARTICLE 6
SHAREHOLDER ACTION
6.1 Majority Vote. The shareholders shall take action by the affirmative
vote of the holders of the greater of (1) a majority of the voting
power of the shares present and entitled to vote on that item of
business, or (2) a majority of the voting power of the minimum number
of shares entitled to vote that would constitute a quorum for the
transaction of business at the meeting, except where the Articles of
Incorporation or Bylaws of the Corporation or the laws of the State of
Minnesota, require a larger proportion or number.
6.2 Action Without Meeting. Any action required or permitted to be taken
at a meeting of the shareholders may be taken without a meeting by
written action signed by all shareholder entitled to vote.
6.3 No Cumulative Voting. There shall be no cumulative voting for
directors.
6.4 No Pre-emptive Rights. No holder of any shares of the Corporation shall
be entitled, as a matter of right, to purchase, subscribe for, or
otherwise acquire, any new or additional shares of the Corporation of
any class or series, or any options, warrants, or rights to purchase,
subscribe for, or otherwise acquire, any such new or additional shares,
or any shares, bonds, notes, debentures, or other securities
convertible into or carrying options, warrants, or rights to purchase,
subscribe for, or otherwise acquire any such new or additional shares.
ARTICLE 7
BOARD ACTION
7.1 Majority Vote. The Board of Directors shall take action by the
affirmative vote of a majority of directors present at a duly held
meeting at which a quorum is present, except where the Articles of
Incorporation or Bylaws of the Corporation, or the laws of the State of
Minnesota, require a larger proportion or number.
7.2 Action Without Meeting. Any action required or permitted to be taken
at a meeting of the Board of Directors may be taken without a meeting
by written action signed by all of the directors then in office.
ARTICLE 8
DIRECTOR LIABILITY
No director of the Corporation shall be personally liable to the Corporation or
its shareholders for monetary damages for breach of fiduciary duty by such
director as a director, provided, however, that this Article 8 shall not
eliminate or limit the liability of a director to the extent provided by
applicable law (i) for any breach of the director's duty of loyalty to the
Corporation or its shareholders, (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (iii) under
Section 302A.559 or 80A.23 of Minnesota Statutes, or (iv) for any transaction
from which the director derived an improper personal benefit. If the Minnesota
Business Corporation Act is hereafter amended to authorize the further
elimination or limitation of the liability of directors, then the liability of
directors of the Corporation, in addition to the limitation on personal
liability provided herein, shall be limited to the fullest extent permitted by
the amended Minnesota Business Corporation Act. Any repeal or modification of
the Article 8 by the shareholders of the Corporation shall be prospective only,
and shall not adverse affect any limitation on the personal liability of
directors of the Corporation existing at the time of such repeal or
modification.
ARTICLE 9
AMENDMENTS
The Articles of Incorporation of the Corporation may be amended by the
affirmative vote of the holders of a majority of the voting power of the shares
present and entitled to vote on that item of business at a meeting of
shareholders at which a quorum is present in person or by proxy.
ARTICLE 10
BY-LAWS
The power to adopt, amend and repeal By-Laws of th4e Corporation shall be vested
in the Board of Directors of the Corporation.
ADOPTED AND APPROVED BY THE BOARD OF DIRECTORS
AND THE SHAREHOLDERS OF THE COMPANY
The foregoing Amended and Restated Articles of Incorporation have been approved
pursuant to chapter 302A, Minnesota Statutes. I certify that I am authorized to
execute this document and I further certify that I understand that, by signing
this document, I am subject to the penalties of perjury as set forth in section
609.48 as if I had signed this document under oath.
/s/ William Kieger
---------------------------------
Signature of Authorized Person
STATE OF MINNESOTA
FILED
SEP 26 2000
/s/ Mary Kiffmeyer
Secretary of State