CERTIFICATE
The undersigned, being the Chief Executive Officer of Immucor, Inc., a
Georgia corporation (the "Corporation"), does hereby certify pursuant to Section
14-2-1007(d) of the Georgia Business Corporation Code (the "Code") that Restated
Articles of Incorporation have been adopted by the Corporation and that the full
text of the Restated Articles of Incorporation are attached hereto in their
entirety. The undersigned further certifies that:
1. Article V of the Articles of Amendment has been amended to increase
from 30,000,000 shares to 45,000,000 shares the number of shares of Common
Voting Stock of $.10 par value per share of the Corporation which the
Corporation is authorized to issue. This amendment was duly adopted by the Board
of Directors of the Corporation on August 22, 2000 in accordance with Section
14-2-1003 of the Code, and duly approved by the Shareholders of the Corporation
at the annual meeting of Shareholders held on November 30, 2000.
2. Former Articles VII, IX and X, pertaining to the initial registered
office and agent, the initial directors, and the incorporators, respectively,
have been omitted. This amendment was duly adopted by the Board of Directors of
the Corporation on August 22, 2000 in accordance with Section 14-2-1002 of the
Code, and the approval of the shareholders was not required.
3. The Amended and Restated Articles were adopted by the Corporation in
the manner prescribed by the Code. The Amended and Restated Articles accurately
restate the Articles of Incorporation of the Corporation and amendments existing
immediately prior to the adoption of the accompanying Amended and Restated
Articles and further amend the Corporation's articles as indicated therein.
IN WITNESS WHEREOF, the undersigned has executed this Certificate on
January 4, 2001.
/s/ Edward L. Gallup
--------------------
Edward L. Gallup, Chief Executive Officer
<PAGE>
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
IMMUCOR, INC.
Restated as of November 30, 2000
FIRST: The name of the corporation is IMMUCOR, INC.
SECOND: The corporation is organized pursuant to the provisions of the
Georgia Business Corporation Code.
THIRD: The period of its duration is perpetual.
FOURTH: The purpose or purposes for which the corporation is organized
are:
All lawful purposes, including, but not limited to, manufacturing and
sale of diagnostic blood bank reagents.
FIFTH: The corporation shall have authority, exercisable by its Board
of Directors to issue not more than 45,000,000 shares of common voting stock of
$.10 par value per share (the "Common Stock").
The corporation shall have the authority to acquire shares of its
capital stock out of its unreserved and unrestricted earned surplus and capital
surplus available therefor as otherwise provided by law.
SIXTH: The corporation will not commence business until it has received
the sum of five hundred dollars ($500.00) as consideration for the issuance of
shares.
SEVENTH: No shareholder of this corporation shall by reason of his
holding shares of any class have any preemptive or preferential right to
purchase or subscribe to any shares of any class of this corporation, now or
hereafter to be authorized, or any notes, debentures, bonds, or other securities
convertible into or carrying options or warrants to purchase shares of any
class, now or hereafter to be authorized.
EIGHTH: The personal liability of a director of the corporation to the
corporation or its shareholders for monetary damages for breach of duty of care
or other duty as a director shall be limited to an amount not exceeding said
director's compensation for services as a director during the twelve-month
period immediately preceding such breach, except that a director's liability
shall not be so limited for
(i) any appropriation, in violation of the director's duties, of any business
opportunity of the corporation,
(ii) acts or omissions which involved intentional misconduct or a knowing vio-
lation of law,
(iii) liability under Section 14-2-832 (or any successor provision or redesig-
nation thereof) of the Georgia Business Corporation Code, and
(iv) any transaction from which the director derived an improper personal
benefit.
For purposes of this Article Eleventh, a director's compensation for
serving as a director shall not include amounts received as reimbursement for
expenses, or for services as an officer, employee or agent.
If at any time the Georgia Business Corporation Code shall have been
amended to authorize the further elimination or limitation of the liability of a
director, then the liability of each director of the corporation shall be
eliminated or limited to the fullest extent permitted by such Code, as so
amended, without further action by the shareholders, unless the provisions of
the Georgia Business Corporation Code, as amended, require further action by the
shareholders.
Any repeal or modification of the foregoing provisions of this Article
Eleventh shall not adversely affect the elimination or limitation of liability
or alleged liability of any director of the corporation pursuant to Article
Eleventh as in effect prior to such repeal or modification, for or with respect
to any acts or omissions of such director prior to such repeal or modification.
