RESTATED CERTIFICATE OF INCORPORATION
Russco, Inc., a corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is Russco, Inc. Russco, Inc., was
originally incorporated under the same name and the original Certificate of
Incorporation of the corporation was filed with the Secretary of State of
Delaware on Nobember 27, 1990.
2. Pursuant to Section 242 and 245 of the General Corporation Law of
the State of Delaware, this Restated Certificate of Incorporation restates and
integrates and further amends the provisions of the Certificate of Incorporation
of this corporation.
3. This restated Certificate of Incorporation supersedes the Original
Certificate of Incorporation and all amendments thereto and the Certificate of
Incorporation is hereby amended to read in its entirety as follows:
ARTICLE FIRST
NAME: The name of this corporation is Specialized Health
Products International, Inc.
ARTICLE SECOND
DURATION: This corporation shall exist perpetually unless
sooner dissolved by law.
ARTICLE THIRD
PURPOSES: 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 Delaware General Corporation Law.
ARTICLE FOURTH
STOCK: The total number of authorized shares of stock which
this corporation shall be authorized to issue is:
Fifty-Five Million (55,000,000) shares divided into Fifty
Million (50,000,000) Common shares with a par value of Two Cents
($0.02) per share and Five Million (5,000,000) Preferred shares with
a par value of One-tenth Cent ($0.001) per share.
The Board of Directors is authorized, subject to limitations
prescribed by law and the provisions of this Article, to provide for
the issuance of the shares of preferred stock in series, and by
filing a certificate pursuant to the applicable law of the State of
Delaware, to establish from time to time the number of shares to be
included in each such series, and to fix the designations, powers,
preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof.
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ARTICLE FIFTH
PRE-EMPTIVE RIGHTS: The stockholders shall have no
pre-emptive rights to acquire additional shares of the corporation.
ARTICLE SIXTH
MANAGEMENT OF THE CORPORATION'S AFFAIRS. The business and
affairs of the corporation shall be managed under the direction of
the Board of Directors. The exact number of directors shall be fixed
from time to time by, or in the manner provided in, the Bylaws of the
corporation and may be increased or decreased as therein provided.
Directors of the corporation need not be elected by ballot unless
required by the Bylaws.
The directors shall be divided into three classes. Each such
class shall consist, as nearly as may be possible, of one-third of
the total number of directors, and any remaining directors shall be
included within such group or groups as the Board of Directors shall
designate. A class of directors shall be elected for a one-year term,
a class of directors for a two-year term and a class of directors for
a three-year term. At each succeeding annual meeting of stockholders,
successors to the class of directors whose term expires at that
annual meeting shall be elected for a three-year term. If the number
of directors is changed, any increase or decrease shall be
apportioned among the classes so as to maintain the number of
directors in each class as nearly equal an possible, but in no case
shall a decrease in the number of directors shorten the term or any
incumbent director. A director may be removed from office for cause
only and, subject to such removal, death, resignation, retirement or
disqualification, shall hold office until the annual meeting for the
year in which his term expires and until his successor shall be
elected and qualified. No alteration, amendment or repeal of this
Article SIXTH or the Bylaws of the corporation shall be effective to
shorten the term of any director holding office at the time of such
alteration, amendment or repeal, to permit any such director to be
removed without cause, or to increase the number of directors in any
class or in the aggregate from that existing at the time of such
alteration, amendment or repeal, until the expiration of the terms of
office of all directors then holding office, unless (1) in the case
of this Article SIXTH, such alteration, amendment or repeal has been
approved by the affirmative vote of two-thirds of the shares of stock
of the corporation outstanding and entitled to vote thereon, or (ii)
in the case of the Bylaws, such alteration amendment or repeal has
been approved by either the affirmative vote of two-thirds the
holders of all shares of stock of the corporation outstanding and
entitled to vote thereon or by a vote of a majority of the entire
Board of Directors.
To the extent that any holders of any class or series of stock
other than Common Stock issued by the corporation shall have the
separate right, voting as a class or series, to elect directors, the
directors elected by such class or series shall be deemed to
constitute an additional class of directors and shall have a term of
office for one year or such other period as may be designated by the
provisions of such class or series providing such separate voting
right to the holders of such class or series of stock, and any such
class of directors shall be in addition to the classes designated
above. Any such directors so elected shall be subject to removal in
such manner as may be provided by law.
ARTICLE SEVENTH
ACTION BY STOCKHOLDERS. Action shall be taken by stockholders
of the corporation only at annual or special meetings of
stockholders, and stockholders may not act by written consent.
Special meetings of the stockholders of the corporation for any
purpose or purposes may be called at any time by the Board of
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Directors, the Chairman of the Board, the Chief Executive Officer or
the President of the corporation, but such special meetings may not
be called by any other person or persons.
ARTICLE EIGHTH
AMENDMENT: Except as otherwise provided in this Certificate of
Incorporation, the provisions of this Certificate of Incorporation
may be amended by the affirmative vote of a majority of the shares
entitled to vote on each such amendment.
ARTICLE NINTH
LIMITATION OF DIRECTORS' LIABILITY: To the fullest extent
permitted by the laws of the State of Delaware now or hereafter in
force, no director of this corporation shall be personally liable to
the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director. Any repeal or modification of the
foregoing provisions of this Article NINTH shall not adversely affect
any right or protection hereunder of any person in respect of any act
or omission occurring prior to the time of such repeal or
modification. The provisions of this Article NINTH shall not be
deemed to limit or preclude indemnification of a director by the
corporation for any liability of a director which has not been
eliminated by the provisions of this Article NINTH.
IN WITNESS WHEREOF, the undersigned sign and execute this Restated
Certificate of Incorporation and certify to the truth of the facts herein stated
and that this Restated Certificate of Incorporation was duly adopted in
accordance with the provisions of the Delaware General Corporation Law, this
25th day of July, 1995.
RUSSCO, INC.
By /s/ Scott R. Jensen
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President/Secretary
