Exhibit 4.1


 


RESTATED

ARTICLES OF INCORPORATION

OF

MOCON, INC.


 


These Restated
Articles of Incorporation, duly adopted by the Board of Directors of MOCON,
Inc. pursuant to the authority and provisions of Section 302A.135, Subd. 5 of
the Minnesota Statutes, set forth without change the corresponding provisions
of and restate and supersede the original Restated Articles of Incorporation dated
June 8, 1984 and all amendments thereto in their entirety.


 


ARTICLE I

NAME AND REGISTERED OFFICE


 


1.01         Name. The name of this
Corporation is MOCON, Inc.


 


1.02         Registered Office. The
registered office of this Corporation is located at 7500 Boone Avenue North,
Minneapolis, Minnesota 55428.


 


ARTICLE II

SHARES AND SHAREHOLDERS


 


The aggregate
number of shares of stock which the Corporation shall have authority to issue
is Twenty Five Million (25,000,000) shares, consisting of Twenty-Two Million
(22,000,000) shares of common stock, $0.10 par value per share (the “Common
Stock”), and Three Million (3,000,000) shares undesignated as to series (the “Undesignated
Stock”). The Board of Directors is authorized to establish, from the authorized
shares of Undesignated Stock, one or more classes or series of shares, to
designate each such class and series, and to fix the rights and preferences of
each such class and series. Without limiting the authority of the Board of
Directors granted hereby, each such class or series of Undesignated Stock shall
have such voting powers (full or limited or no voting powers), such preferences
and relative, participating, optional or other special rights, and such
qualifications, limitations or restrictions as shall be stated and expressed in
the resolution or resolutions providing for the issue of such class or series
of Undesignated Stock as may be adopted from time to time by the Board of
Directors prior to the issuance of any shares thereof. Except as provided in
the resolution or resolutions of the Board of Directors creating any series of
Undesignated Stock, the shares of Common Stock shall have the exclusive right
to vote for the election and removal of directors and for all other purposes;
no shareholder of the Corporation shall have any preemptive rights; and no
shareholder shall be entitled to any cumulative voting rights. Each holder of
Common Stock shall be entitled to one vote for each share held.


 


ARTICLE III

BOARD ACTION WITHOUT MEETING


 


An action
required or permitted to be taken by the board of directors of this Corporation
may be taken by written action signed by that number of directors that would be
required to take the same action at a meeting of the board at which all
directors are present, except as to those


 

















 


matters requiring shareholder
approval, in which case the written action must be signed by all members of the
board of directors then in office.


 


ARTICLE IV

INDEMNIFICATION AND ADVANCES


 


4.01         Mandatory Indemnification and
Advances. This Corporation shall indemnify its present and former
directors, officers, employees, and agents, and shall pay or reimburse such
persons their reasonable expenses, including attorneys’ fees and disbursements,
incurred by such person or persons in advance of the final disposition of
certain proceedings, as defined by Minn. Stat. § 302A.521, as amended or
as it may be amended from time to time hereafter all in the manner, for the
purposes, and to the fullest extent allowed or allowable by the Minnesota
Business Corporation Act, Minnesota Statutes Chapter 302A, as amended or as it
may be amended from time to time hereafter.


 


4.02         No Limitation on Obligation. This
Article IV shall in no way be deemed to be a prohibition, condition or
limitation, within the meaning of Minn. Stat. § 302A.521, subd. 4 or 5, as
amended or as it may be amended from time to time hereafter, or otherwise, or
to in any way operate as such, of the obligation of this Corporation to
indemnify its present or former directors, officers, employees, or agents, or
to pay to or to reimburse such persons for reasonable expenses, including
attorneys’ fees and disbursements, incurred by such person or persons in
connection with a proceeding, as defined above, pursuant to Minn. Stat. § 302A.521,
as amended or as it may be amended from time to time hereafter.


 


4.03         Insurance. This Corporation may
purchase and maintain insurance on behalf of a person in that person’s official
capacity, as defined by Minn. Stat. § 302A.521, as amended or as it may be
amended from time to time hereafter, against any liability asserted against and
incurred by the person in or arising from that capacity, whether or not the
Corporation would have been required to indemnify the person against the
liability under the provisions of Minn. Stat. § 302A.521, as amended or as
it may be amended from time to time hereafter.


 


ARTICLE V

LIMITATION OF DIRECTOR LIABILITY


 


A director of the
corporation shall not be personally liable to the corporation as a director to
the extent permitted by applicable law. If the Minnesota Business Corporation
Act hereafter is amended to authorize further elimination or limitation of the
liability of directors, then the liability of a director to the corporation, in
addition to the limitation on personal liability provided herein, shall be
limited to the fullest extent permitted by the amended Minnesota Business
Corporation Act. Any repeal or modification of this Article by the shareholders
of the corporation shall be prospective only and shall not adversely affect any
limitation on the personal liability of a director of the corporation existing
at the time of such repeal or modification.


 


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IN WITNESS
WHEREOF, the undersigned hereunto sets his hand this 18th day of
May, 2006.


 


	
   

  	
  MOCON, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert L. Demorest

  	
   

  
	
   

  	
  Its:

  	
  President and Chief Executive Officer

  	
   

  
					



 


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