AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF
ARTICLE 1 - NAME
1.1) The name of the corporation shall be Techne Corporation.
ARTICLE 2 - REGISTERED OFFICE
2.1) The registered office of the corporation is located at 614 McKinley
Place N.E., Minneapolis, Minnesota 55413.
ARTICLE 3 - CAPITAL STOCK
3.1) Authorized Shares; Establishment of Classes and Series. The aggregate
number of shares that the corporation has the authority to issue shall be
105,000,000 shares, which shall have a par value of $.01 per share solely for
the purpose of a statute or regulation imposing a tax or fee based upon the
capitalization of the corporation, and which shall consist of 5,000,000
undesignated shares and 100,000,000 common shares. The Board of Directors of
the corporation is authorized to establish from the undesignated shares, by
resolution adopted and filed in the manner provided by law, one of more
classes or filed in the manner provided by law, one or more classes or series
of shares, to designate each such class or series, which designation may
include but is not limited to the designation or any class or series as
additional common shares, and to fix the relative rights and preferences of
each such class or series.
3.2) Issuance of Shares. The Board of Directors of the corporation is
authorized from time to time to accept subscriptions for, issue, sell and
deliver shares of any class or series of the corporation to such persons, at
such times and upon such terms and conditions as the Board shall determine
valuing all nonmonetary consideration and establishing a price in money or
other consideration, or a minimum price, or a general formula or method by
which the price will be determined.
3.3) Issuance of Rights to Purchase Shares. The Board of Directors is
further authorized from time to time to grant issue rights to subscribe for,
purchase, exchange securities for, or convert securities into, shares of the
corporation or any class or series, and to fix the terms, provisions and
conditions of such rights, including the exchange or conversion basis or the
price at which such shares may be purchased or subscribed for.
3.4) Issuance of Shares to Holders of Another Class or Series. The Board is
further authorized to issue shares of one class or series to holders of that
class or series or to holders of another class or series to effectuate share
dividends or splits.
ARTICLE 4 - RIGHTS OF SHAREHOLDERS
4.1) Preemptive Rights. No shares of any class or series of the corporation
shall entitle the holders to any pre-emptive rights to subscribe for or
purchase additional shares of that class or series or to holders of another
class or series to effectuate share dividends or splits.
4.2) No Cumulative Voting Rights. There shall be no cumulative voting by the
shareholders of the corporation.
ARTICLE 5 - MERGER, EXCHANGE, SALE OF ASSETS AND DISSOLUTION
5.1) Where approval of shareholders is required by law, the affirmative vote
of the holders or at least a majority of the voting power of all shares
entitled to vote shall be required to authorize the corporation (i) to merge
into or with one or more other corporations, (ii) to exchange its shares for
shares of one or more other corporations, (iii) to sell, lease, transfer or
otherwise dispose of all or substantially all of its property and assets,
including its good will, or (iv) to commence voluntary dissolution.
ARTICLE 6 - AMENDMENT OF ARTICLES OF INCORPORATION
6.1) Any provision contained in these Articles of Incorporation may be
amended, altered, changed or repealed by the affirmative vote of the holders
or at least a majority of the voting power of the shares present and entitled
to vote at a duly held meeting or such greater percentage as may be otherwise
prescribed by the laws of the State of Minnesota.
ARTICLE 7 - LIMITATION OF DIRECTOR LIABILITY
7.1) To the fullest extent permitted by the Minnesota Business Corporation
Act as the same exists or may hereafter be amended, a director of this
corporation shall not be personally liable to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as director.
ARTICLE 8 - DIRECTOR ELECTIONS
8.1) Subject to the rights, if any, of the holders of one or more classes or
series of preferred stock issued by the corporation, voting separately by a
series to elect directors in accordance with the terms of such preferred
stock, each director shall be elected by the vote of a majority of the votes
cast with respect to the director at meeting of shareholders called for such
purpose at which a quorum is present, provided that, at any such meeting for
which the number of nominees (other than nominees withdrawn on or prior to
the day preceding the date the corporation first mails its notice for such
meeting to the shareholders) exceeds the number of directors to be elected,
directors shall be elected by a plurality of the votes present and entitled
to vote on the election of directors. For purposes for this Article 8, "a
majority of the votes cast" means that the number of votes cast "for" a
director must exceed the number of votes "against" the election of that
ARTICLES OF AMENDMENT TO
AMENDED AND RESTATED ARTICLES OF INCORPORATION
The following Amendment to the Amended and Restated Articles of Incorporation of Techne Corporation, a Minnesota corporation, was adopted on October 30, 2014, by a majority of the voting power of the shares represented in person or by proxy at the annual meeting with authority to vote on the matter. The amendment shall be effective upon the filing of these Articles of Amendment with the Minnesota Secretary of State:
“ARTICLE 1 – NAME
1.1) The name of the corporation shall be Bio-Techne Corporation.”
This amendment has been approved pursuant to Minnesota Statutes Chapter 302A. The undersigned swears that the foregoing is true and accurate and that the undersigned has the authority to sign this document on behalf of the corporation.
By: Brenda Furlow
Its: Senior Vice President and General Counsel
Date: November 3, 2014
[As Filed: 11-04-2014]