**Exhibit 3.1**

 

**RESTATED CERTIFICATE OF INCORPORATION OF**

 

**NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION**

 

**(Pursuant to Section 245 of the General Corporation Law of theState of Delaware)**

 

NorthernTechnologies International Corporation, a corporation organized and existingunder and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “GeneralCorporation Law”),

 

DOESHEREBY CERTIFY:

 

FIRST:  That the name of this corporation is NorthernTechnologies International Corporation (the “Corporation”) and that theCorporation was originally incorporated pursuant to the General Corporation Lawon October 12, 1977 under the name Northern Instruments Corporation.

 

SECOND:  That the Corporation’s Restated Certificateof Incorporation only restates and integrates and does not further amend theprovisions of the Corporation’s Certificate of Incorporation as theretoforeamended or supplemented, and there is no discrepancy between those provisionsin the Corporation’s Certificate of Incorporation and the provisions of theCorporation’s Restated Certificate of Incorporation.

 

THIRD:  That the Board of Directors duly adoptedresolutions approving the restatement and integration of the Corporation’sCertificate of Incorporation pursuant to Section 245 of the GeneralCorporation Law, declaring said restatement and integration to be advisable andin the best interests of the Corporation and its stockholders, which resolutionsetting forth the proposed restatement and integrations is as follows:

 

RESOLVED,that the Certificate of Incorporation of the Corporation be restated andintegrated in its entirety as follows:

 

**ARTICLE I.**

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The name of this Corporationis Northern Technologies International Corporation.

 

**ARTICLE II.**

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The address of its registeredoffice in the State of Delaware is 1209 Orange Street, Corporation TrustCenter, in the City of Wilmington, County of New Castle, 19801.  The name of the Corporation’s registeredagent at such address is The Corporation Trust Company.

 

**ARTICLE III.**

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The purpose of theCorporation is to engage in any lawful act or activity for which corporationsmay be organized under the General Corporation Law of Delaware.

 

**ARTICLE IV.**

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The Corporation shall havethe authority to issue Ten Million Ten Thousand (10,010,000) shares of stockdivided into Ten Million (10,000,000) shares of Two Cent ($.02) par valuecommon stock and Ten Thousand (10,000) shares of no par value preferred stock.

 

**ARTICLE V.**

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Election of directors neednot be by written ballot.

 

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**ARTICLE VI.**

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The Corporation shall bemanaged by the Board of Directors, which shall exercise all powers conferredunder the law of the State of Delaware, including without limitation the power:

 

(a)                                  To holdmeetings, to have one or more offices and to keep the books of the Corporation,except as otherwise expressly provided by law, at such places, whether withinor without the State of Delaware, as may from time to time be designated by theBoard.

 

(b)                                 To adopt, amendor repeal bylaws of the Corporation, subject to the reserved power of thestockholders to adopt, amend or repeal bylaws.

 

(c)                                  To fix anddetermine from time to time an amount to be set apart out of any funds of theCorporation available for dividends a reserve or reserves for working capitalor any other proper purpose or to abolish any such reserve or reserves.

 

**ARTICLE VII.**

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Each director and officer,past or present, of the Corporation, and their respective heirs, administratorsand executors, shall be indemnified by the Corporation in accordance with, andto the fullest extent provided by, the provisions of the Delaware GeneralCorporation Laws as they may from time to time be amended.

 

**ARTICLE VIII.**

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The Corporation reserves theright to amend, alter, change or repeal any provision contained in thisRestated Certificate of Incorporation, in the manner now or hereafterprescribed by statute, and all rights conferred upon stockholders herein aregranted subject to this reservation.

 

**ARTICLE IX.**

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No director of theCorporation shall be personally liable to the Corporation or its stockholdersfor monetary damages for any breach of fiduciary duty by such a director as adirector, except to the extent provided by applicable law (i) for anybreach of the director’s duty of loyalty to the Corporation or itsstockholders, (ii) for acts or omissions not in good faith or whichinvolve intentional misconduct or a knowing violation of law, (iii) pursuantto Section 174 of the General Corporation Law of Delaware, or (iv) forany transaction from which such director derived an improper personal benefit,or (v) for any act or omission occurring prior to January 29,2009.  If the General Corporation Law ofDelaware is amended to authorize corporate action further eliminating orlimiting the personal liability of directors, then the liability of a directorof the Corporation shall be eliminated or limited to the fullest extentpermitted by the General Corporation Law of Delaware as so amended.  No amendment to or repeal of this Article IXshall apply to or have any effect on the liability or alleged liability of anydirector of the Corporation for or with respect to any acts or omissions ofsuch director occurring prior to such amendment or repeal.

 

**IN WITNESS WHEREOF**, this Restated Certificateof Incorporation has been executed by a duly authorized officer of thisCorporation on this 29th day of January, 2009.

 
|   | **NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION**   |
|--------|-------------------------------------------------------|
|   |                                                  |
|   |                                                       |
|   | Matthew C. Wolsfeld                                   |
|   | Its:  Chief Financial Officer and Corporate Secretary |

 

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