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FIRST AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
BIOMERICA, INC.
EXHIBIT 3.8
Biomerica, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation") does hereby certify as follows:
1. The Corporation filed its original Certificate of Incorporation
with the Secretary of State of the State of Delaware on September 22, 1971 under
the name of Nuclear Medical Systems, Inc.
2. At a duly called meeting of the Board of Directors of the
Corporation at which a quorum was present at all times, a resolution was duly
adopted, pursuant to Sections 242 and 245 of the General Corporation Law of the
State of Delaware ("General Corporation Law"), setting forth the First Amended
and Restated Certificate of Incorporation of the Corporation, declaring said
First Amended and Restated Certificate of Incorporation advisable and directing
that said First Amended and Restated Certificate of Incorporation be considered
at the next annual meeting of the stockholders. The stockholders of the
Corporation duly approved said proposed First Amended and Restated Certificate
of Incorporation at such annual meeting of the stockholders in accordance with
Sections 222, 242 and 245 of the General Corporation Law.
3. The text of the Certificate of Incorporation of the Corporation,
as amended, is hereby further amended and restated in its entirety as follows:
ARTICLE I
NAME
The name of this Corporation is Biomerica, Inc.
ARTICLE II
REGISTERED OFFICE IN STATE AND REGISTERED AGENT
The address of the registered office of this Corporation in the State
of Delaware is 1013 Centre Road, City of Wilmington, County of New Castle. The
name of this Corporation's registered agent at such registered office is The
Prentice-Hall Corporation System, Inc.
ARTICLE III
PURPOSE
The purpose for which this Corporation is organized is to engage in
any lawful act or activity for which corporations may be organized under the
General Corporation Law.
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ARTICLE IV
CAPITAL STOCK
This Corporation is authorized to issue two classes of shares
designated respectively "Common Stock" and "Preferred Stock" and referred to
herein as Common Stock or Common Shares and Preferred Stock or Preferred Shares,
respectively. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 30,000,000 shares, par value $.08,
consisting of:
(a) 25,000,000 shares of Common Stock; and
(b) 5,000,000 shares of Preferred Stock. The Preferred Shares may be
issued from time to time in one or more series. The board of directors
is authorized to fix the number of shares of any series of Preferred
Stock and to determine the designation of any such series. The board
of directors is also authorized to determine or alter the rights,
preferences, privileges and restrictions granted to or imposed upon
any wholly unissued series of Preferred Shares and, within the limits
and restrictions stated in any resolution or resolutions of the board
of directors originally fixing the number of shares constituting any
series, to increase or decrease (but not below the number of shares of
any such series then outstanding) the number of shares of any series
subsequent to the issue of shares of that series.
ARTICLE V
PROVISIONS FOR DEFINING, LIMITING AND
REGULATING CERTAIN POWERS OF THIS
CORPORATION AND OF THE DIRECTORS AND STOCKHOLDERS
Section 1. Number of Directors. The number of directors which shall
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comprise the full Board of Directors of this Corporation shall be fixed by, or
in the manner provided in, the Bylaws of this Corporation.
Section 2. Power to Authorize Issuance of Stock. The Board of
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Directors of this Corporation is hereby empowered to authorize the issuance from
time to time of shares of capital stock, whether now or hereafter authorized,
for such consideration as the Board of Directors may deem advisable, subject to
such limitations as may be set forth in this Certificate of Incorporation or in
the Bylaws of this Corporation or in the General Corporation Law.
Section 3. Limitation on Liability of Directors. A director of this
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Corporation shall not be personally liable to this Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
this Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law as
now in effect, or any successor provision thereto, (iii) under Section 174 of
the General Corporation Law, or (iv) for any transaction from which the director
derived any improper personal benefit. If the General Corporation Law is
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amended after approval by the stockholders of this Article V to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the General Corporation
Law, as so amended.
Any repeal or modification of this Section 3 of Article V by the
stockholders of this Corporation shall not adversely affect any right or
protection of a director of this Corporation existing at the time of such repeal
or modification.
Section 4. Indemnification. Each director, officer and employee of this
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Corporation shall be indemnified by this Corporation to the fullest extent
permitted by the General Corporation Law as now or hereafter in force.
Section 5. Bylaws. In furtherance and not in limitation of the powers
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conferred by the laws of the State of Delaware, the board of directors of this
Corporation is expressly authorized and empowered to make, alter, amend and
repeal the Bylaws of this Corporation, subject to the power of the stockholders
of this Corporation to alter or repeal any Bylaw made by the board of directors.
ARTICLE VI
AMENDMENTS
This Corporation reserves the right at any time, and from time to time, to
amend, alter, change or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by statute.
IN WITNESS WHEREOF, this Corporation has caused this First Amended and
Restated Certificate of Incorporation to be signed by its President and attested
by its Secretary this 26th day of July, 2000.
BIOMERICA, INC.
By: /s/ Zackary Irani
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Zackary Irani, President
ATTEST:
By: /s/ Janet Moore
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Janet Moore, Secretary
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