**EXHIBIT 3.2**

 

AMENDED AND RESTATED BYLAWS

 

OF

 

MEDICALCV, INC.

 

ARTICLE 1

OFFICES, CORPORATE SEAL

AND SHAREHOLDER CONTROL AGREEMENT

 

SECTION 1.1 REGISTERED AND OTHER OFFICES. Theregistered office of the Corporation in Minnesota shall be that set forth in theArticles of Incorporation or in the most recent amendment of the Articles ofIncorporation or statement of the Board of Directors filed with the Secretaryof State of Minnesota changing the registered office in the manner prescribedby law. The Corporation may have such other offices, within or without theState of Minnesota, as the Board of Directors shall, from time to time,determine.

 

SECTION 1.2 CORPORATE SEAL. If so directed bythe Board of Directors by resolution, the Corporation may use a corporate seal.The failure to use such seal, however, shall not affect the validity of anydocuments executed on behalf of the Corporation. The seal need only include theword “seal”, but it may also include, at the discretion of the Board, suchadditional wording as is permitted by law.

 

SECTION 1.3 SHAREHOLDER CONTROL OR VOTINGAGREEMENT. In the event of any conflict or inconsistency between these Bylaws,or any amendment thereto, and any shareholder control or voting agreement,whenever adopted, such shareholder control or voting agreement shall govern.

 

ARTICLE 2

MEETINGS OF SHAREHOLDERS

 

SECTION 2.1 TIME AND PLACE OF MEETINGS.Regular or special meetings of the shareholders, if any, shall be held on thedate 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 the countywhere the principal executive office is located.

 

SECTION 2.2 REGULAR MEETINGS. At any regularmeeting of the shareholders there shall be an election of qualified successorsfor directors who serve for an indefinite term or whose terms have expired orare due to expire within six months after the date of the meeting. Any businessappropriate for action by the shareholders may be transacted at a regularmeeting. No meeting shall be considered a regular meeting unless specificallydesignated as such in the notice of meeting or unless all the shareholders arepresent in person or by proxy and none of 

 

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them objects to such designation. Regular meetings may be held no morefrequently than once per year.

 

SECTION 2.3 DEMAND BY SHAREHOLDERS. Regularor special meetings may be demanded by a shareholder or shareholders, pursuantto the provisions of Minnesota Statutes, Sections 302A.431, Subd. 2, and302A.433, Subd. 2, respectively. If a regular meeting of shareholders has notbeen held during the immediately preceding fifteen (15) months, a shareholderor shareholders holding three (3) percent or more of the voting power of allshares entitled to vote may demand a regular meeting of shareholders by writtennotice of demand given to the Chief Executive Officer or the Chief FinancialOfficer of the Corporation. A shareholder or shareholders holding ten percentor more of the voting power of all shares entitled to vote may demand a specialmeeting 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. Within thirty (30) days after receipt of thedemand by one of those officers, the Board shall cause a special meeting ofshareholders to be called and held on notice no later than ninety (90) daysafter receipt of the demand, all at the expense of the Corporation. If theBoard fails to cause a special meeting to be called and held as required bythis subdivision, the shareholder or shareholders making the demand may callthe meeting by giving notice as required by Minnesota Statutes, Section302A.435, all at the expense of the Corporation. The business transacted at aspecial meeting is limited to the purposes stated in the notice of the meeting.Any business transacted at a special meeting that is not included in thosestated purposes is voidable by or on behalf of the Corporation, unless all ofthe shareholders have waived notice of the meeting in accordance with MinnesotaStatutes, Section 302A.435.

 

SECTION 2.4 QUORUM; ADJOURNED MEETINGS. Theholders of a majority of the voting power of the shares entitled to vote at ameeting constitute a quorum for the transaction of business; said holders maybe present at the meeting either in person or by proxy. If a quorum is presentwhen a duly called or held meeting is convened, the shareholders present maycontinue to transact business until adjournment, even though withdrawal ofshareholders originally present leaves less than the proportion or numberotherwise required for a quorum. In case a quorum shall not be present inperson or by proxy at a meeting, those present in person or by proxy mayadjourn to such day as they shall, by majority vote, agree upon, and a noticeof such adjournment shall be mailed to each shareholder entitled to vote atleast five (5) days before such adjourned meeting. If a quorum is present inperson or by proxy, a meeting may be adjourned from time to time withoutnotice, other than announcement at the meeting. At adjourned meetings at whicha quorum is present in person or by proxy, any business may be transacted atthe meeting as originally noticed.

 

SECTION 2.5 VOTING. At each meeting of theshareholders, every shareholder having the right to vote shall be entitled tovote 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 upon any question before the meetingshall be by ballot.

 

SECTION 2.6 NOTICE OF MEETINGS. Notice of allmeetings of shareholders shall be given to every holder of voting shares,except where the meeting is an adjourned meeting and the 

 

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date, time and place of the meeting were announced at the time ofadjournment. Notice of regular meetings of shareholders shall be given at leastten (10), but not more than sixty (60) days before the date of the meeting.Notice of special meetings of shareholders may be given upon not less than ten(10) nor more than sixty (60) days, except that written notice of a meeting atwhich an agreement of merger is to be considered shall be given to allshareholders, whether entitled to vote or not, at least fourteen (14) daysprior thereto. Every notice of any special meeting shall state the purpose orpurposes for which the meeting has been called, and the business transacted atall special meetings shall be confined to the purpose stated in the call,unless all of the shareholders are present in person or by proxy and none ofthem objects to consideration of a particular item of business.

 

SECTION 2.7 WAIVER OF NOTICE. A shareholdermay waive notice of any meeting of shareholders. A waiver of notice by ashareholder entitled to notice is effective whether given before, at or afterthe meeting and whether 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 the shareholdersmay be taken without a meeting as authorized by law.

 

SECTION 2.9 RECORD DATE. The Board ofDirectors may fix a time, not exceeding sixty (60) days preceding the date ofany meeting of shareholders, as a record date for the determination of theshareholders entitled to notice of and to vote at such meeting, notwithstandingany transfer of shares on the books of the Corporation after any record date sofixed. The Board of Directors may close the books of the Corporation againstthe transfer of shares during the whole or any part of such period. If theBoard of Directors fails to fix a record date for the determination of theshareholders entitled to notice of and to vote at any meeting of theshareholders, the record date shall be the twentieth (20th) day preceding thedate of such meeting.

 

ARTICLE 3

DIRECTORS

 

SECTION 3.1 GENERAL. The business and affairsof the Corporation shall be managed by or shall be under the direction of theBoard of Directors.

 

SECTION 3.2 NUMBER, QUALIFICATIONS AND TERMOF 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 officeuntil the regular meeting of the shareholders next held after his election,until his successor shall have been elected and shall qualify, or until heshall resign or shall have been removed as hereinafter provided. No person(other than a person nominated by or on behalf of the Board) shall be eligiblefor election as a director at any annual or special meeting of shareholdersunless a written request that his or her name be placed in nomination isreceived from a shareholder of record by the Secretary of the Corporation notless than sixty (60) days prior to the date fixed for the meeting, togetherwith the written consent of such person to serve as a director.

 

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SECTION 3.3 BOARD MEETINGS; PLACE AND NOTICE.Meetings of the Board of Directors may be held from time to time at any placewithin or without the State of Minnesota that the Board of Directors maydesignate. In the absence of designation by the Board of Directors, Boardmeetings shall be held at the principal executive office of the Corporation,except as may be otherwise unanimously agreed orally or in writing or byattendance. Special or regular meetings of the Board of Directors may be calledby the Chairman of the Board, the Chief Executive Officer, or the ChiefFinancial Officer, upon not less than twenty-four (24) hours notice. Anydirector may call a Board meeting by giving not less than five (5) businessdays notice to all directors of the date and time of the meeting. The noticeneed not state the purpose of the meeting. Notice may be given by mail,telephone, telegram, telecopy or by personal service. If the meeting scheduleis adopted by the Board, or if the date and time of a Board meeting has beenannounced at a previous meeting, no notice is required.

 

SECTION 3.4 WAIVER OF NOTICE. A director maywaive 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 of the directorscurrently holding office is a quorum for the transaction of business.

 

SECTION 3.6 VACANCIES. Vacancies on the Boardresulting from the death, resignation or removal of a director, or by anincrease in the number of directors, may be filled by the affirmative vote of amajority of the remaining directors, even though less than a quorum. Eachdirector elected under this Section to fill a vacancy holds office until aqualified successor is elected by the shareholders at the next regular orspecial meeting of the shareholders.

 

SECTION 3.7 COMMITTEES. The Board may byresolution establish committees in the manner provided by law. Committeemembers need not be directors. The following committees, if established by theBoard, shall have the responsibilities set forth respectively, subject toenlargement or restriction of such responsibilities, as the Board, byresolution, shall determine:

 

AUDIT COMMITTEE

 

•                                          Recommendingthe appointment of independent auditors.

 

•                                          Consultingwith the independent auditors on the plan of the audit.

 

•                                          Reviewing,in consultation with the independent auditors, their report of audit orproposed report of audit and the accompanying management letter.

 

•                                          Consultingwith the independent auditors on the adequacy of internal controls.

 

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COMPENSATION COMMITTEE

 

•                                          Strategically,considers how the achievement of the overall goals and objectives of thecorporation can be aided through adoption of an appropriate compensationphilosophy and effective compensation program elements.

 

•                                          Administratively,reviews salary progression, bonus allocations, stock awards and the awards ofsupplemental benefits and perquisites for key executes against the compensationobjectives of the company, given its overall performance.

 

•                                          Approvesthe compensation arrangements for the corporation’s senior management; alsoreviews and approves the adoption of any compensation plans in which officersand directors are eligible to participate.

 

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE

 

•                                          Searchesfor and screens candidates for Board vacancies. The committee considers broaderissues of composition and organization of the Board, including committeeassignments and individual Board membership.

 

•                                          Evaluatesthe Board itself and its members and reviews the company’s managementsuccession planning.

 

EXECUTIVE COMMITTEE

 

•                                          Servesas a key link between the full Board and management.

 

•                                          Isusually granted broad powers to assure that important matters which arisebetween Board meetings, and cannot wait for the next scheduled meeting, receivetimely attention.

 

•                                          Servesas a sounding board for general management problems on matters that affect thecorporation as a whole.

 

FINANCE COMMITTEE

 

•                                          Staysinformed on a timely basis about the company’s financial status.

 

•                                          Evaluatesthe financial information it receives and develops conclusions as to any planof action needed.

 

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•                                          Advisescorporate management and the full board in financial matters. In some cases,the Finance Committee has the authority to act for the full Board betweenmeetings, but generally it is not empowered to act on its own.

 

PENSION REVIEW COMMITTEE

 

•                                          Reviewsand approves corporate pension policy, formal pension plans and amendments.

 

•                                          Reviewsactuarial recommendations and makes recommendations regarding the corporation’scontribution to the pension plans.

 

•                                          Selectsasset managers and provides guidance on the specific investment philosophy tobe applied to the ongoing management of the funds.

 

•                                          Monitorsthe performance of the corporate pension funds.

 

•                                          Monitorsgovernment actions with respect to pension governance and reportingrequirements.

 

STRATEGIC PLANNING (CORPORATE OBJECTIVES)

 

•                                          Ensuresthe proper future direction of the corporation by defining the basic corporateand business unit long-term strategic goals vital to the mission of creatingshareholder value for the company.

 

•                                          Developsstrategic plans as to how the company will achieve these objectives.

 

•                                          Monitorsthe progress of the company in achieving its long-term strategic goals.

 

STOCK OPTION

 

•                                          Assuresthat the levels and forms of the executive long-term incentive compensationprograms are adequate to motivate key management to achieve the corporatelong-term strategic goals.

 

•                                          Involvedin the design and approval of the executive long-term incentive compensationprograms.

 

•                                          Administersthe timing and determination of the size of 

 

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grants; also interprets plan provisions withregard to setting performance goals and executing plan award agreements with individuals.

 

INVESTMENTS

 

•                                          Reviewsand approves all major allocations of corporate resources.

 

•                                          Evaluatesthe financial implications of all merger, acquisition and divestitureactivities.

 

SECTION 3.8 ABSENT DIRECTORS. A director maygive advance written consent or opposition to a proposal to be acted on at aBoard meeting. If the director is not present at the meeting, consent oropposition to a proposal does not constitute presence for purposes ofdetermining the existence of a quorum, but consent or opposition shall becounted as a vote in favor of, or against, the proposal and shall be entered inthe minutes or other record of action of the meeting if the proposal acted onat the meeting is substantially the same or has substantially the same effectas the proposal which the director has consented or objected.

 

ARTICLE 4

OFFICERS

 

SECTION 4.1 NUMBER. The officers of theCorporation shall consist of a Chief Executive Officer and a Chief FinancialOfficer. The Chief Executive Officer shall preside at all meetings of theshareholders and directors and shall have such other duties as may beprescribed from time to time by the Board of Directors. The Chief ExecutiveOfficer shall also see that all orders and resolutions of the Board are carriedinto effect. The Chief Executive Officer and Chief Financial Officer shall havesuch other duties as are prescribed by statute. 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, responsibilitiesand terms of office determined by the Board from time to time. Any number ofoffices or functions of those offices may be held or exercised by the sameperson. If specific persons have not been elected as President or Secretary,the Chief Executive Officer may execute instruments or documents in thosecapacities. If a specific person has not been elected to office of Treasurer,the Chief Financial Officer of the Corporation may sign instruments ordocuments in that capacity.

 

SECTION 4.2 VICE PRESIDENT. Each VicePresident, if one or more are elected, shall have such powers and shall performsuch duties as may be specified in the Bylaws or prescribed by the Board ofDirectors or by the Chairman of the Board or by the Chief Executive Officer. Inthe event of the absence or disability of the Chief Executive Officer, VicePresidents shall succeed to his power and duties in the order designated by theBoard of Directors.

 

SECTION 4.3 SECRETARY. The Secretary, if oneis elected, shall be secretary of and shall attend all meetings of theshareholders and Board of Directors and shall record all proceedings of suchmeetings in the minute book of the Corporation. He shall give proper notice ofmeetings of shareholders and directors. He shall perform such other duties asmay, from time 

 

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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. TheBoard of Directors shall from time to time elect a Chairman of the Board ofDirectors, Chief Executive Officer and Chief Financial Officer and any otherofficers or agents the Board deems necessary. Such officers shall hold officeuntil they are removed or their successors are elected and qualified.

 

SECTION 4.5 DELEGATION OF AUTHORITY. Anofficer elected or appointed by the Board may delegate some or all of theduties or powers of his office to other persons, provided that such delegationis in writing.

 

SECTION 4.6 COMPENSATION OF OFFICERS. Anofficer shall be entitled only to such compensation as shall be established bywritten contract or agreement duly approved by or on behalf of the Corporation,or established or approved by resolution of the Board of Directors. Absent suchwritten contract, agreement or resolution of the Board of Directors, no officershall have a cause of action against the Corporation to recover any amount dueor alleged to be due as compensation for services in his or her capacity as anofficer of the Corporation.

 

ARTICLE 5

SHARES AND THEIR TRANSFER

 

SECTION 5.1 CERTIFICATES FOR SHARES. Everyshareholder of this Corporation shall be entitled to a certificate, to be insuch form as prescribed by law and adopted by the Board of Directors,certifying the number of shares of the Corporation owned by him. Thecertificates shall be numbered in the order in which they are issued and shallbe signed by the Chief Executive Officer and Secretary of the Corporation;provided, however, that when the certificate is signed by a transfer agent orregistrar, the signatures of any of such officers upon the certificate may befacsimiles, engraved or printed thereon, if authorized by the Board ofDirectors. Such certificate shall also have typed or printed thereon suchlegend as may be required by any shareholder control agreement. Everycertificate surrendered to the Corporation for exchange or transfer shall becancelled, and no new certificate or certificates shall be issued in exchangefor any existing certificate until such existing certificate shall have been socancelled.

 

SECTION 5.2 TRANSFER OF SHARES. Transfer ofshares on the books of the Corporation may be authorized only by theshareholder 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. TheCorporation may treat, as the absolute owner of shares of the Corporation, theperson or persons in whose name or names the shares are registered on the booksof the Corporation.

 

SECTION 5.3 LOST CERTIFICATES. Anyshareholder claiming that a certificate for shares has been lost, destroyed orstolen shall make an affidavit of that fact in such form as the Board ofDirectors shall require and shall, if the Board of Directors so requires, givethe Corporation a sufficient indemnity bond, in form, in an amount, and withone or more sureties 

 

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satisfactory to the Board of Directors, to indemnify the Corporationagainst any claims which may be made against it on account of the reissue ofsuch certificate. A new certificate shall then be issued to said shareholderfor the same number of shares as the one alleged to have been destroyed, lostor stolen.

 

SECTION 5.4 DIRECT PARTICIPATION. Notwithstanding any other provision in theseBylaws, some or all of any or all classes and series of shares of the Companymay be uncertificated. The Company may adopt a system of issuance, recordationand transfer of its shares by electronic or other means not involving anyissuance of certificates, including provisions for notice to purchasers insubstitution for any required statements on certificates, and as may berequired by applicable corporate securities laws, which system has beenapproved by the United States Securities and Exchange Commission. Any system soadopted shall not become effective as to issued and outstanding certificatedsecurities until the certificates therefor have been surrendered to theCompany.

 

ARTICLE 6

INDEMNIFICATION

 

SECTION 6.1 INDEMNIFICATION. The Corporationshall indemnify, in accordance with the terms and conditions of MinnesotaStatutes, Section 302A.521, the following persons: (a) officers and formerofficers; (b) directors and former directors; (c) members and former members ofcommittees appointed or designated by the Board of Directors; and (d) employeesand former employees of the Corporation. The Corporation shall not be obligatedto indemnify any other person or entity, except to the extent such obligationshall be specifically approved by resolution of the Board of Directors. ThisSection 6.1 is for the sole and exclusive benefit of the persons designatedherein and no person, firm or entity shall have any rights under this Sectionby way of assignment, subrogation or otherwise, and whether voluntarily,involuntarily or by operation of law.

 

ARTICLE 7

MISCELLANEOUS

 

SECTION 7.1 GENDER REFERENCES. All referencesin these Bylaws to a party in the masculine shall include the feminine andneuter.

 

SECTION 7.2 PLURALS. All references in theplural shall, where appropriate, include the singular and all references in thesingular shall, where appropriate, be deemed to include the plural.

 

CERTIFICATION

 

I, Marc P. Flores do hereby certify that I amthe duly elected Chief Executive 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 Amended and Restated By-Laws adopted by the Boardof Directors of said corporation effective December 5, 2007.

 
|   |   | /s/ Marc P.  Flores |
|--------|--------|---------------------|
|   |   | Marc P. Flores      |

 

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