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**Exhibit 3**

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**RESTATED BYLAWSOFMEDICALCV, INC.**

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**ARTICLE 1OFFICES, CORPORATE SEALAND SHAREHOLDER CONTROL AGREEMENT**

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**Section 1.1           **Registered and Other Offices. The registered office of the Corporation in Minnesota shall be that setforth in the Articles of Incorporation or in the most recent amendment of theArticles of Incorporation or statement of the Board of Directors filed with theSecretary of State of Minnesota changing the registered office in the mannerprescribed by law.  The Corporation mayhave such other offices, within or without the State of Minnesota, as the Boardof Directors shall, from time to time, determine.

 

**Section 1.2           **Corporate Seal. If so directed by the Board of Directors by resolution, the Corporationmay use a corporate seal.  The failure touse such seal, however, shall not affect the validity of any documents executedon behalf of the Corporation.  The sealneed only include the word “seal”, but it may also include, at the discretionof the Board, such additional wording as is permitted by law.

 

**Section 1.3           **Shareholder Control or Voting Agreement. In the event of any conflict or inconsistency between these Bylaws, orany amendment thereto, and any shareholder control or voting agreement,whenever adopted, such shareholder control or voting agreement shall govern.

 

**ARTICLE 2MEETINGS OF SHAREHOLDERS**

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**Section 2.1           **Time and Place of Meetings. Regular or special meetings of the shareholders, if any, shall be heldon the date and at the time and place fixed by the Chief Executive Officer, theChairman of the Board, or the Board, except that a regular or special meetingcalled by, or at the demand of a shareholder or shareholders, pursuant toMinnesota Statutes, Section 302A.431, Subd. 2, shall be held in thecounty where the principal executive office is located.

 

**Section 2.2           **Regular Meetings. At any regular meeting of the shareholders there shall be an election ofqualified successors for directors who serve for an indefinite term or whoseterms have expired or are due to expire within six months after the date of themeeting.  Any business appropriate foraction by the shareholders may be transacted at a regular meeting.  No meeting shall be considered a regularmeeting unless specifically designated as such in the notice of meeting orunless all the shareholders are present in person or by proxy and none of themobjects to such designation.  Regularmeetings may be held no more frequently than once per year.

 

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**Section 2.3           **Demand by Shareholders. Regular or special meetings may be demanded by a shareholder orshareholders, pursuant to the provisions of Minnesota Statutes,Sections 302A.431, Subd. 2, and 302A.433, Subd. 2,respectively.  If a regular meeting ofshareholders has not been held during the immediately preceding fifteen (15)months, a shareholder or shareholders holding three (3) percent or more of thevoting power of all shares entitled to vote may demand a regular meeting ofshareholders by written notice of demand given to the Chief Executive Officeror the Chief Financial Officer of the Corporation.  A shareholder or shareholders holding tenpercent or more of the voting power of all shares entitled to vote may demand aspecial meeting of shareholders by written notice of demand given to the ChiefExecutive Officer or Chief Financial Officer of the Corporation and containingthe purposes of the meeting.  Withinthirty (30) days after receipt of the demand by one of those officers, theBoard shall cause a special meeting of shareholders to be called and held onnotice no later than ninety (90) days after receipt of the demand, all at theexpense of the Corporation.  If the Boardfails to cause a special meeting to be called and held as required by thissubdivision, the shareholder or shareholders making the demand may call themeeting by giving notice as required by Minnesota Statutes,Section 302A.435, all at the expense of the Corporation. The businesstransacted at a special meeting is limited to the purposes stated in the noticeof the meeting.  Any business transactedat a special meeting that is not included in those stated purposes is voidableby or on behalf of the Corporation, unless all of the shareholders have waivednotice of the meeting in accordance with Minnesota Statutes,Section 302A.435.

 

**Section 2.4           **Quorum; Adjourned Meetings. The holders of a majority of the voting power of the shares entitled tovote at a meeting constitute a quorum for the transaction of business; saidholders may be present at the meeting either in person or by proxy. If a quorumis present when a duly called or held meeting is convened, the shareholderspresent may continue to transact business until adjournment, even thoughwithdrawal of shareholders originally present leaves less than the proportionor number otherwise required for a quorum. In case a quorum shall not be present in person or by proxy at ameeting, those present in person or by proxy may adjourn to such day as theyshall, by majority vote, agree upon, and a notice of such adjournment shall bemailed to each shareholder entitled to vote at least five (5) days before suchadjourned meeting.  If a quorum ispresent in person or by proxy, a meeting may be adjourned from time to timewithout notice, other than announcement at the meeting.  At adjourned meetings at which a quorum ispresent in person or by proxy, any business may be transacted at the meeting asoriginally noticed.

 

**Section 2.5           **Voting.  At eachmeeting of the shareholders, every shareholder having the right to vote shallbe entitled to vote either in person or by proxy.  Unless otherwise provided by the Articles ofIncorporation or a resolution of the Board of Directors filed with theSecretary of State, each shareholder shall have one vote for each share held.  Upon demand of any shareholder, the vote uponany question before the meeting shall be by ballot.

 

**Section 2.6           **Notice of Meetings. Notice of all meetings of shareholders shall be given to every holder ofvoting shares, except where the meeting is an adjourned meeting and the date,time and place of the meeting were announced at the time of adjournment. Noticeof regular meetings of shareholders shall be given at least five (5), but notmore than sixty (60) days before the date of the meeting.  Notice of special meetings of shareholdersmay be given upon not less than five (5) nor more than sixty (60) days, exceptthat written notice of a meeting at which an agreement of merger is to beconsidered shall be given to all shareholders, whether entitled to 

 

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voteor not, at least fourteen (14) days prior thereto.  Every notice of any special meeting shallstate the purpose or purposes for which the meeting has been called, and thebusiness transacted at all special meetings shall be confined to the purposestated in the call, unless all of the shareholders are present in person or byproxy and none of them objects to consideration of a particular item ofbusiness.

 

**Section 2.7           **Waiver of Notice. A shareholder may waive notice of any meeting of shareholders.  A waiver of notice by a shareholder entitledto notice is effective whether given before, at or after the meeting andwhether given in writing, orally or by attendance.

 

**Section 2.8           **Authorization Without a Meeting. Any action required or permitted to be taken at a meeting of theshareholders may be taken without a meeting as authorized by law.

 

**Section 2.9           **Record Date. The Board of Directors may fix a time, not exceeding sixty (60) dayspreceding the date of any meeting of shareholders, as a record date for thedetermination of the shareholders entitled to notice of and to vote at suchmeeting, notwithstanding any transfer of shares on the books of the Corporationafter any record date so fixed.  TheBoard of Directors may close the books of the Corporation against the transferof shares during the whole or any part of such period.  If the Board of Directors fails to fix arecord date for the determination of the shareholders entitled to notice of andto vote at any meeting of the shareholders, the record date shall be thetwentieth (20th) day preceding the date of such meeting.

 

**ARTICLE 3DIRECTORS**

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**Section 3.1           **General.  The businessand affairs of the Corporation shall be managed by or shall be under thedirection of the Board of Directors.

 

**Section 3.2           **Number, Qualifications and Term of Office. The number of directors shall be fixed from time to time exclusivelypursuant to a resolution adopted by a majority of the Board of Directors, butshall consist of not less than five (5) nor more than nine (9) directors.  Directors need not be shareholders.  Each of the directors shall hold office untilthe regular meeting of the shareholders next held after his election, until hissuccessor shall have been elected and shall qualify, or until he shall resignor shall have been removed as hereinafter provided.  No person (other than a person nominated byor on behalf of the Board) shall be eligible for election as a director at anyannual or special meeting of shareholders unless a written request that his orher name be placed in nomination is received from a shareholder of record bythe Secretary of the Corporation not less than sixty (60) days prior to thedate fixed for the meeting, together with the written consent of such person toserve as director.

 

**Section 3.3           **Board Meetings; Place and Notice. Meetings of the Board of Directors may be held from time to time at anyplace within or without the State of Minnesota that the Board of Directors maydesignate.  In the absence of designationby the Board of Directors, Board meetings shall be held at the principal executiveoffice of the Corporation, except as may be otherwise unanimously agreed orallyor in writing or by attendance.  Specialor regular meetings of the Board of Directors may be called by the Chairman ofthe Board, the Chief Executive Officer, or the Chief Financial Officer, uponnot less than twenty-four (24) hours 

 

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notice.  Any director may call a Board meeting bygiving not less than five (5) business days notice to all directors of the dateand time of the meeting.  The notice neednot state the purpose of the meeting. Notice may be given by mail, telephone, telegram, telecopy or bypersonal service.  If the meetingschedule is adopted by the Board, or if the date and time of a Board meetinghas been announced at a previous meeting, no notice is required.

 

**Section 3.4           **Waiver of Notice. A director may waive notice of a meeting of the Board.  A waiver of notice by a director iseffective, whether given before, at or after the meeting and whether given inwriting, orally or by attendance.

 

**Section 3.5           **Quorum.  A majority ofthe directors currently holding office is a quorum for the transaction ofbusiness.

 

**Section 3.6           **Vacancies.  Vacancies onthe Board resulting from the death, resignation or removal of a director, or byan increase in the number of directors, may be filled by the affirmative voteof a majority of the remaining directors, even though less than a quorum.  Each director elected under this Section tofill a vacancy holds office until a qualified successor is elected by theshareholders at the next regular or special meeting of the shareholders.

 

**Section 3.7           **Committees.  The Board mayby resolution establish committees in the manner provided by law.  Committee members need not be directors.  The following committees, if established bythe Board, shall have the responsibilities set forth respectively, subject toenlargement or restriction of such responsibilities, as the Board, byresolution, shall determine:

 

*AuditCommittee*

 

•                                          Recommending the appointment of independent auditors.

 

•                                          Consulting with the independent auditors on the planof the audit.

 

•                                          Reviewing, in consultation with the independentauditors, their report of audit or proposed report of audit and theaccompanying management letter.

 

•                                          Consulting with the independent auditors on theadequacy of internal controls.

 

*CompensationCommittee*

 

•                                          Strategically, considers how the achievement of theoverall goals and objectives of the corporation can be aided through adoptionof an appropriate compensation philosophy and effective compensation programelements.

 

•                                          Administratively, reviews salary progression, bonusallocations, stock awards and the awards of supplemental benefits andperquisites for key executes against the compensation objectives of thecompany, given its overall performance.

 

•                                          Approves the compensation arrangements for thecorporation’s senior management; also reviews and approves the adoption of anycompensation plans in which officers and directors are eligible to participate.

 

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*NominatingCommittee*

 

•                                          Searches for and screens candidates for Boardvacancies.  The committee considersbroader issues of composition and organization of the Board, includingcommittee assignments and individual Board membership.

 

•                                          Evaluates the Board itself and its members and reviewsthe company’s management succession planning.

 

*ExecutiveCommittee*

 

•                                          Serves as a key link between the full Board andmanagement.

 

•                                          Is usually granted broad powers to assure thatimportant matters which arise between Board meetings, and cannot wait for the nextscheduled meeting, receive timely attention.

 

•                                          Serves as a sounding board for general managementproblems on matters that affect the corporation as a whole.

 

*FinanceCommittee*

 

•                                          Stays informed on a timely basis about the company’sfinancial status.

 

•                                          Evaluates the financial information it receives anddevelops conclusions as to any plan of action needed.

 

•                                          Advises corporate management and the full board infinancial matters.  In some cases, theFinance Committee has the authority to act for the full Board between meetings,but generally it is not empowered to act on its own.

 

*Pension Review Committee*

 

•                                          Reviews and approves corporate pension policy, formalpension plans and amendments.

 

•                                          Reviews actuarial recommendations and makesrecommendations regarding the corporation’s contribution to the pension plans.

 

•                                          Selects asset managers and provides guidance on thespecific investment philosophy to be applied to the ongoing management of thefunds.

 

•                                          Monitors the performance of the corporate pension funds.

 

•                                          Monitors government actions with respect to pensiongovernance and reporting requirements.

 

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*Strategic Planning (CorporateObjectives)*

 

•                                          Ensures the proper future direction of the corporationby defining the basic corporate and business unit long-term strategic goalsvital to the mission of creating shareholder value for the company.

 

•                                          Develops strategic plans as to how the company willachieve these objectives.

 

•                                          Monitors the progress of the company in achieving itslong-term strategic goals.

 

*StockOption*

 

•                                          Assures that the levels and forms of the executivelong-term incentive compensation programs are adequate to motivate keymanagement to achieve the corporate long-term strategic goals.

 

•                                          Involved in the design and approval of the executivelong-term incentive compensation programs.

 

•                                          Administers the timing and determination of the sizeof grants; also interprets plan provisions with regard to setting performancegoals and executing plan award agreements with individuals.

 

*Investments*

 

•                                          Reviews and approves all major allocations ofcorporate resources.

 

•                                          Evaluates the financial implications of all merger,acquisition and divestiture activities.

 

**Section 3.8           **Absent Directors. A director may give advance written consent or opposition to a proposalto be acted on at a Board meeting.  Ifthe director is not present at the meeting, consent or opposition to a proposaldoes not constitute presence for purposes of determining the existence of aquorum, but consent or opposition shall be counted as a vote in favor of, oragainst, the proposal and shall be entered in the minutes or other record ofaction of the meeting if the proposal acted on at the meeting is substantiallythe same or has substantially the same effect as the proposal which the directorhas consented or objected.

 

**Section 3.9           **Executive Committee. The Board of Directors may, by resolution adopted by two-thirds of thewhole Board, designate an Executive Committee to exercise, subject toapplicable provisions of law, all the powers of the Board in the management ofthe business and affairs of the Corporation when the Board is not in session,including without limitation the power to declare dividends and to authorizethe issuance of the Corporation’s capital stock, and may, by resolutionsimilarly adopted, designate one or more other committees. The ExecutiveCommittee and each such other committee shall consist of two or more directorsof the Corporation. The Board may designate one or more directors as alternatemembers of any committee, who may replace any absent or disqualified member atany meeting of the committee.  Any suchcommittee, other than the Executive Committee whose powers are 

 

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expresslyprovided for herein, may to the extent permitted by law exercise such powersand shall have such responsibilities as shall be specified in the designatingresolution.  In the absence ordisqualification of any member of such committee or committees, the member ormembers thereof present at any meeting and not disqualified from voting,whether or not constituting a quorum, may unanimously appoint another member ofthe Board to act at the meeting in the place of any such absent or disqualifiedmember.  Each committee shall keepwritten minutes of its proceedings and shall report such proceedings to theBoard when required.

 

**ARTICLE 4OFFICERS**

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**Section 4.1           **Number.  The officersof the Corporation shall consist of a Chief Executive Officer and a ChiefFinancial Officer. The Chief Executive Officer shall preside at all meetings ofthe shareholders and directors and shall have such other duties as may beprescribed from time to time by the Board of Directors.  The Chief Executive Officer shall also seethat all orders and resolutions of the Board are carried into effect.  The Chief Executive Officer and ChiefFinancial Officer shall have such other duties as are prescribed bystatute.  The Board may elect or appointany other officers it deems necessary for the operation and management of theCorporation, each of whom shall have the powers, rights, duties,responsibilities and terms of office determined by the Board from time totime.  Any number of offices or functionsof those offices may be held or exercised by the same person.  If specific persons have not been elected asPresident or Secretary, the Chief Executive Officer may execute instruments ordocuments in those capacities.  If aspecific person has not been elected to office of Treasurer, the ChiefFinancial Officer of the Corporation may sign instruments or documents in thatcapacity.

 

**Section 4.2           **Vice President. Each Vice President, if one or more are elected, shall have such powersand shall perform such duties as may be specified in the Bylaws or prescribedby the Board of Directors or by the Chairman of the Board or by the Chief ExecutiveOfficer.  In the event of the absence ordisability of the Chief Executive Officer, Vice Presidents shall succeed to hispower and duties in the order designated by the Board of Directors.

 

**Section 4.3           **Secretary.  TheSecretary, if one is elected, shall be secretary of and shall attend allmeetings of the shareholders and Board of Directors and shall record allproceedings of such meetings in the minute book of the Corporation. He shallgive proper notice of meetings of shareholders and directors.  He shall perform such other duties as may,from time to time, be prescribed by the Board of Directors, by the Chairman ofthe Board, or by the Chief Executive Officer.

 

**Section 4.4           **Election and Term of Office. The Board of Directors shall from time to time elect a Chairman of theBoard of Directors, Chief Executive Officer and Chief Financial Officer and anyother officers or agents the Board deems necessary.  Such officers shall hold office until theyare removed or their successors are elected and qualified.

 

**Section 4.5           **Delegation of Authority. An officer elected or appointed by the Board may delegate some or all ofthe duties or powers of his office to other persons, provided that suchdelegation is in writing.

 

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**Section 4.6           **Compensation of Officers. An officer shall be entitled only to such compensation as shall beestablished by written contract or agreement duly approved by or on behalf ofthe Corporation, or established or approved by resolution of the Board ofDirectors.  Absent such written contract,agreement or resolution of the Board of Directors, no officer shall have acause of action against the Corporation to recover any amount due or alleged tobe due as compensation for services in his or her capacity as an officer of theCorporation.

 

**ARTICLE 5SHARES AND THEIR TRANSFER**

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**Section 5.1           **Certificates for Shares. Every shareholder of this Corporation shall be entitled to acertificate, to be in such form as prescribed by law and adopted by the Boardof Directors, certifying the number of shares of the Corporation owned by him.The certificates shall be numbered in the order in which they are issued andshall be signed by the Chief Executive Officer and Secretary of theCorporation; provided, however, that when the certificate is signed by a transferagent or registrar, the signatures of any of such officers upon the certificatemay be facsimiles, engraved or printed thereon, if authorized by the Board ofDirectors.  Such certificate shall alsohave typed or printed thereon such legend as may be required by any shareholdercontrol agreement.  Every certificatesurrendered to the Corporation for exchange or transfer shall be cancelled, andno new certificate or certificates shall be issued in exchange for any existingcertificate until such existing certificate shall have been so cancelled.

 

**Section 5.2           **Transfer of Shares. Transfer of shares on the books of the Corporation may be authorizedonly by the shareholder named in the certificate, or the shareholder’s legalrepresentative, or the shareholder’s duly authorized attorney in fact, and uponsurrender of the certificate or the certificates for such shares.  The Corporation may treat, as the absoluteowner of shares of the Corporation, the person or persons in whose name ornames the shares are registered on the books of the Corporation.

 

**Section 5.3           **Lost Certificates. Any shareholder claiming that a certificate for shares has been lost,destroyed or stolen shall make an affidavit of that fact in such form as theBoard of Directors shall require and shall, if the Board of Directors sorequires, give the Corporation a sufficient indemnity bond, in form, in anamount, and with one or more sureties satisfactory to the Board of Directors,to indemnify the Corporation against any claims which may be made against it onaccount of the reissue of such certificate. A new certificate shall then be issued to said shareholder for the samenumber of shares as the one alleged to have been destroyed, lost or stolen.

 

**ARTICLE 6INDEMNIFICATION**

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**Section 6.1           **Indemnification. The Corporation shall indemnify, in accordance with the terms andconditions of Minnesota Statutes, Section 302A.521, the following persons:(a) officers and former officers; (b) directors and former directors; (c)members and former members of committees appointed or designated by the Boardof Directors; and (d) employees and former employees of the Corporation.  The Corporation shall not be obligated toindemnify any other person or entity, except to the extent such obligationshall be specifically approved by 

 

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resolutionof the Board of Directors.  ThisSection 6.1 is for the sole and exclusive benefit of the personsdesignated herein and no person, firm or entity shall have any rights underthis Section by way of assignment, subrogation or otherwise, and whethervoluntarily, involuntarily or by operation of law.

 

**ARTICLE7MISCELLANEOUS**

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**Section 7.1           **Gender References. All references in these Bylaws to a party in the masculine shall includethe feminine and neuter.

 

**Section 7.2           **Plurals.  Allreferences in the plural shall, where appropriate, include the singular and allreferences in the singular shall, where appropriate, be deemed to include theplural.

 

**CERTIFICATION**

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I, John H. Jungbauer do hereby certify that I am theduly elected Chief Financial Officer of MedicalCV, Inc., a corporationorganized under the laws of the State of Minnesota, and that the foregoing is atrue and correct copy of the Bylaws of the corporation effective as of October5, 2004.

 

 
|   | /s/ John H. Jungbauer |
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|   | John H. Jungbauer     |

 

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