**STATE OF DELAWARE****SECRETARY OF STATE****DIVISION OF OPERATIONS****FILED 09:01 AM 04/15/1992****921065108-2024725**
**Exhibit 3.1**
**RESTATED****CERTIFICATE OF INCORPORATION****OF****i-STAT CORPORATION**
It is hereby certified that:
     1.     The present name of thecorporation (hereinafter called the “Corporation”) isi-STAT Corporation. The name under which the Corporation wasoriginally incorporated is Integrated Ionics Inc., and the dateof filing of the original certificate of incorporation of theCorporation with the Secretary of State of the State of Delawarewas December 29, 1980.
     2.     The provisions of the RestatedCertificate of Incorporation, as amended, of the Corporation asheretofore amended and/or supplemented, are hereby restated andintegrated into the single instrument which is attached heretoas Exhibit A, and which is entitled Restated Certificate ofIncorporation of i-STAT Corporation, without any furtheramendment and without any discrepancy between the provisions ofthe certificate of incorporation as heretofore amended and/orsupplemented and the provisions of such single instrumentattached hereto.
     3.     The restatement of thecertificate of incorporation herein certified has been dulyadopted by the directors of the Corporation in accordance withthe

 

provisions of Section 245 of the General Corporation Law ofthe State of Delaware.
     IN WITNESS WHEREOF, the Corporation has caused this certificateto be signed on its behalf by William P. Sarther, its VicePresident and Chief Financial Officer, and attested byEsteban A. Ferrer, its Secretary, on April 14, 1992.
         i-STAT CORPORATION
 By:         /s/ WILLIAM P. SARTHER          William P. Sarther *Vice President and* *Chief Financial Officer*
        Attest:          /s/ ESTEBAN A. FERRER          Esteban A. Ferrer *Secretary* 

 

**EXHIBIT A**
**RESTATED CERTIFICATE OF INCORPORATION**
**OF**
**i-STAT CORPORATION**
     FIRST: The name of the corporation is i-STAT Corporation(hereinafter called the “Corporation”).
     SECOND: The registered office of the Corporation is to belocated at 32 Loockerman Square, Suite L-100, in the Cityof Dover, in the County of Kent, in the State of Delaware. Thename of its registered agent at that address is United StatesCorporation company.
     THIRD: The purpose of the Corporation is to engage in any lawfulact or activity for which corporations may be organized underthe General Corporation Law of Delaware.
     FOURTH: The total number of shares of all classes of capitalstock which the Corporation is authorized to issue is thirty-twomillion (32,000,000) shares, of which twenty-five million(25,000,000) shall be shares of Common Stock, the par value ofwhich is fifteen cents ($.15) per share and seven million(7,000,000) shall be shares of preferred stock (the“Preferred Stock”), the par value of which is tencents ($.10) per share.
     The powers, preferences and rights of the shares of Common Stockand the shares of Preferred Stock, and the qualifications,limitations or restrictions thereof are as follows:
**A.  Common Stock**
     1.  *Voting.* Except as may be otherwise provided inthis Article FOURTH, or by law, the Common Stock shall votetogether with all other classes and series of stock of theCorporation as a single class on all actions to be taken by thestockholders of the Corporation. Every holder of Common Stockshall be entitled to one vote, in person or by proxy, for eachshare of Common Stock standing in his name on the books of theCorporation.

 

     2.     *Dividends.* The holders ofshares of Common Stock shall be entitled to receive, when and ifdeclared by the Board of Directors, out of the assets of theCorporation which are by law available therefor, dividendspayable either in cash, in property, or in shares of CommonStock.
     3.     *Dissolution, Liquidation orWinding-Up.* In the event of any dissolution, liquidation orwinding-up of the affairs of the Corporation, after payment orprovision for payment of the debts and other liabilities of theCorporation, the holders of all outstanding shares of CommonStock shall be entitled to share ratably in the remaining netassets of the Corporation.
**B.     Preferred Stock**
     The Board of Directors of the Corporation is authorized to causethe Preferred Stock to be issued in one or more series, withsuch voting powers, full or limited, or no voting powers, andwith such designations, preferences and relative, participating,optional or other special rights and qualifications, limitationsor restrictions thereof, as shall be stated and expressed in theresolution or resolutions providing for the issuance of suchstock adopted by the Board of Directors. The Board of Directorsof the Corporation is expressly authorized to adopt suchresolution or resolutions and to cause the Corporation to issuesuch stock in exchange for such consideration as it may deem tobe advisable.
     FIFTH:  The election of directors need not be by writtenballot unless the by-laws so provide.
     SIXTH:  The Board of Directors of the Corporation isauthorized and empowered from time to time in its discretion tomake, alter, amend or repeal the by-laws of the Corporation,except as such power may be restricted or limited by the GeneralCorporation Law of the State of Delaware.
     SEVENTH:  Whenever a compromise or arrangement is proposedbetween this Corporation and its creditors or any class of themand/or between this Corporation and its creditors or any classof them and/or between this Corporation and its stockholders orany class of them, any court of equitable jurisdiction withinthe State of Delaware may, on the application in a summary wayof this Corporation or of any creditor or stockholder thereof oron the application of any receiver or receivers appointed forthis
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Corporation under the provisions of Section 291 ofTitle 8 of the Delaware Code or on the application oftrustees in dissolution or of any receiver or receiversappointed for this Corporation under the provisions ofSection 279 of Title 8 of the Delaware Code order ameeting of the creditors or class of creditors, and/or of thestockholders or class of stockholders of this Corporation, asthe case may be, to be summoned in such manner as the said courtdirects. If a majority in number representing three-fourths invalue of the creditors or class of creditors, and/or of thestockholders or class of stockholders of this Corporation, asthe case may be, agree to any compromise or arrangement and toany reorganization of this Corporation as a consequence of suchcompromise or arrangement, the said compromise or arrangementand the said reorganization shall, if sanctioned by the court towhich the said application has been made, be binding on all thecreditors or class of creditors, and/or on all the stockholdersor class of stockholders of this Corporation, as the case maybe, and also on this Corporation.
     EIGHTH: No director of the Corporation shall be personallyliable to the Corporation or its stockholders for monetarydamages for breach of fiduciary duty by such director as adirector, except for liability to the extent provided byapplicable law (i) for any breach of the director’sduty of loyalty to the Corporation or its stockholder,(ii) for acts or omissions not in good faith or whichinvolve intentional misconduct or a knowing violation of law,(iii) under Section 174 of the Delaware general CorporationLaw, or (iv) for any transaction from which the directorderived an improper personal benefit. If the General CorporationLaw of the State of Delaware is amended after approval by thestockholders of this Corporation of this Article EIGHTH tofurther eliminate or limit the personal liability of directors,then the liability of a director of this Corporation shall beeliminated or limited to the fullest extent permitted by theGeneral Corporation Law of the State of Delaware, as so amended.
     NINTH: The Corporation reserves the right to amend, alter,change or repeal any provision contained in this Certificate ofIncorporation in the manner now or hereafter prescribed by lawand all rights and powers conferred herein on stockholders,directors and officers are subject to this power.
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