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EXHIBIT 3.1 SECOND
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
PROFESSIONAL VETERINARY PRODUCTS, LTD. ARTICLE INAME The name of this Corporation is: Professional Veterinary Products, Ltd. ARTICLE IIPURPOSE The purposes for which this Corporation is organized are to do and transact any and all lawful
business for which corporations may be organized under the Nebraska Business Corporation Act,
including but not limited to acting as a wholesaler for the items and services described below in
order that they might be sold at a reduced cost to the shareholders. The primary focus is for the
purpose of buying, selling, trading, warehousing, transporting and otherwise dealing in
pharmaceuticals, biologicals, insecticides, instruments, equipment and other items and services
related to the practice of veterinary medicine. ARTICLE IIIAUTHORIZED SHARES The total authorized capital stock of the Corporation shall be thirty thousand (30,000) shares of
common stock, and the common stock shall have par value of one dollar ($1.00) per share. ARTICLE IVPREEMPTIVE RIGHTS The shareholders of the Corporation shall not have preemptive rights. ARTICLE VRESTRICTIONS ON STOCK OWNERSHIP A. Unless otherwise approved by the Board of Directors, the Corporation shall sell shares of stock
only to 1) individual licensed veterinarians; or 2) any lawful form of business entity established
to deliver veterinary services and/or products in which all medical decisions are made by licensed
veterinarians. The Corporation may sell shares to such veterinary practices which are locally
operated but owned by a non-local entity. No solo practitioner or veterinary practice composed of
multiple veterinarians may own more than one (1) share of the Corporations stock. Veterinarians
who have an interest in a veterinary practice with multiple veterinarians may not own stock if the
practice




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already owns one (1) share of stock or if any of that veterinarians fellow practitioners own one
(1) share of stock. B. If a shareholder owes money to the Corporation and fails to make payments by the due date, the
Board of Directors shall have the option to repurchase the stock owned by the shareholder at the
price the shareholder paid for the stock. At the Board of Directors discretion, the proceeds from
the repurchase of such share of stock can be utilized to offset amounts owed by the shareholder to
the Corporation. In the event a shareholder is no longer qualified to be a shareholder under
Article V(A) above, then the Corporation shall repurchase the share of stock owned by such
shareholder, and such shareholder shall sell such share of stock to the Corporation, at the price
the shareholder paid for such stock. C. The Corporation shall sell a share of stock only to a qualified veterinarian or practice after
the approval of the Board of Directors of the Corporation, at a price of $3,000 per share, or such
lesser amount as determined by the Board of Directors in its discretion. No shareholder of the
Corporation may sell, assign, or otherwise transfer (including through any pledge or hypothecation)
any stock of the Corporation held by such shareholder except in compliance with this Article V and
the Bylaws. ARTICLE VI [Intentionally Deleted.] ARTICLE VIIDIRECTORS A. Shareholder Directors The Board of Directors shall be composed of eight (8) shareholders who are elected on staggered
terms from eight geographic districts. The Board of Directors of the Corporation shall be divided
into three classes of Directors, Class I, Class II, and Class III. Class I shall consist of two
Directors, one from District 3 and one from District 7. Class II shall consist of three Directors,
one from each of the following Districts: 1, 2 and 6. Class III shall consist of three Directors,
one from each of the following Districts: 4, 5 and 8. The geographic boundaries of the Districts
shall be provided for in the Bylaws of the Corporation and may be revised by the Board of Directors
from time to time. Duly elected and qualified Class I Directors shall serve until the 2000 annual meeting of
shareholders, and thereafter, the terms of the Class I Directors shall extend until the third
succeeding annual meeting after each election of such Directors. Duly elected and qualified Class
II Directors shall serve until the 2001 annual meeting of shareholders and, thereafter, the terms
of Class II Directors shall extend until the third succeeding annual meeting after each election of
such Directors. Duly elected and qualified Class III Directors shall serve until the 2002 annual
meeting of shareholders and thereafter,




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the terms of Class III Directors shall extend until the third succeeding annual meeting after each
election of such Directors. B. Non-Shareholder Directors In addition to the eight Shareholder Directors, up to two (2) Non-Shareholder Directors may be
elected to serve on the Board of Directors. It is in the discretion of the Board to nominate zero,
one or two individuals to fill these outside Director positions. Such Director(s) shall be elected
for three-year terms and be voting members of the Board. In addition to the Non-Shareholder
Directors, the President may be elected to serve on the Board of Directors. It is in the
discretion of the Board to nominate the President, and if elected, the President shall be a
non-voting member of the Board of Directors. ARTICLE VIIIDISSOLUTION Upon the liquidation or dissolution of the Corporation, in the event the Corporation has excess
funds or assets after payment of all debts, liabilities and obligations legally owed by the
Corporation, such funds or assets shall be distributed to the shareholders on an equal, per-share
basis. ARTICLE IXAMENDMENTS These Articles may be amended by the affirmative vote of 75% of the members of the Board of
Directors unless the Nebraska Business Corporation Act requires otherwise. ARTICLE XLIABILITY A Director of the Corporation shall not be personally liable to the Corporation or its shareholders
for monetary damages for any action taken, or for any failure to take action as a Director except
for liability (i) for the amount of a financial benefit received by a Director to which he or she
is not entitled; (ii) for intentional infliction of harm on the Corporation or its shareholders;
(iii) for a violation of Neb. Rev. Stat. § 21-2096; and (iv) for an intentional violation of
criminal law. No amendment to or repeal of this Article shall apply to or have any effect on the liability or
alleged liability of any Director of the Corporation for or with respect to any acts or omissions
of such Director occurring prior to such amendment or repeal. If the Nebraska Business Corporation
Act is hereafter amended to authorize the further elimination or limitation of liability of
Directors, then the liability of Directors shall be eliminated or limited to the full extent
authorized by the Nebraska Business Corporation Act as so amended.




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ARTICLE XIINDEMNIFICATION To the extent permitted by law, the Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action, suit, or
proceeding, whether civil, criminal, administrative or investigative, including any action or suit
by or in the right of the Corporation to procure a judgment in its favor, by reason of the fact
that such person is or was a Director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or agent of another
Corporation, partnership, joint venture or other enterprise or as a trustee, officer, employee or
agent of an employee benefit plan. Such indemnification shall be against expenses, including
attorney fees, and except for actions by or in the right of the Corporation, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in connection with such
action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. To the extent permitted by law, the Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a Director, officer, employee or agent of the
Corporation against any liability asserted against such person while acting in such capacity or
arising out of his or her status as such, whether or not the Corporation would have the power to
indemnify him or her against such liability. The indemnity provided for by this Article shall not be deemed to be exclusive of any other rights
to which those indemnified may be otherwise entitled, nor shall the provisions of this Article be
deemed to prohibit the Corporation from extending its indemnification to cover other persons or
activities to the extent permitted by law or pursuant to any provisions in the Bylaws. ARTICLE XIIREGISTERED OFFICE AND REGISTERED AGENT The street address of the registered office of the Corporation is: 10077 South 134th Street,
Omaha, Nebraska 68138 and the name of its registered agent at such address is: Dr. Lionel L.
Reilly. ARTICLE XIIINAME AND ADDRESS OF INCORPORATOR The name and address of the Incorporator is: Richard E. Putnam, Baird, Holm, McEachen, Pedersen,
Hamann & Strasheim, 1500 Woodmen Tower, Omaha, Nebraska 68102.