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EXHIBIT 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF
VASCULAR SOLUTIONS, INC.
ARTICLE 1. NAME
The name of the corporation is "Vascular Solutions, Inc."
ARTICLE 2. REGISTERED OFFICE
The address of the registered office of the corporation is 2495 Xenium Lane
North, Plymouth, Minnesota 55441.
ARTICLE 3. AUTHORIZED SHARES
The aggregate number of authorized shares of capital stock of the
corporation is 40,000,000 shares of $.01 par value per share. The shares shall
be divisible into classes and series, have the designations, voting rights, and
other rights and preferences, and be subject to the restrictions, that the board
of directors may from time to time establish, fix, and determine, consistent
with these articles of incorporation. Unless otherwise designated by the board
of directors, all issued shares shall be deemed common stock with equal rights
and preferences.
ARTICLE 4. 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 of the members of the first Board of Directors are:
Howard C. Root
Wendell King
Michael Nagel
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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 dirsctor 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 of 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 transation 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.
Any repeal or modification of the foregoing provisons 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.
