**Exhibit 3.1**

 

RESTATED

 

ARTICLES OF INCORPORATION

 

OF

NATURE’S SUNSHINE PRODUCTS, INC.

 

We, the undersigned, natural persons being more than twenty-one yearsof age, acting as incorporators of a corporation pursuant to the provisions ofthe Utah Business Corporation Act, do hereby adopt the following Articles ofIncorporation for such Corporation.

 

ARTICLE I

 

NAME

 

The name of the Corporation is Nature’s Sunshine Products, Inc.

 

ARTICLE II

 

DURATION

 

The Corporation shall continue in existence perpetually unless soonerdissolved according to the law.

 

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ARTICLE III

 

PURPOSES

 

The purposes for which the Corporation is organized are:

 

1.             To buy, sell, grow,manufacture, produce, or otherwise deal in any and all food and /or foodsupplements and further, to purchase, invest in, acquire, and/or act as holdingcompany for various other related businesses. And further, to create, publish, sell, and otherwise deal in publicationsrelating to but not limited to food and/or food supplements.

 

2.             To purchase, orotherwise acquire, and to hold, grant security interests in, pledge, sell,exchange, or otherwise dispose of , securities (which term includes, withoutlimitation of the generality thereof, any shares of stocks, bonds, debentures,contracts, options, notes, mortgages, or other obligations, and anycertificates, receipts, or other instruments representing rights to receive,purchase, or subscribe for the same, or representing any other rights orinterests therein or in any property or assets) created or issued by anypersons, firm, associations, corporations, or governments or subdivisionsthereof; to make payment therefore in any lawful manner; and to exercise, asowner or holder of any securities, any and all rights, powers, and privilegesin respect thereof.

 

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3.             To issue, offer,underwrite, buy, sell, sponsor, create, assign, transfer, pledge or otherwisedeal in commodities, options, or double options on commodities of any kindwhatsoever.

 

4.             To act as registraror transfer agent either for itself or for others, including the cancellations,authentication, validation, issuance and execution of share certificates; thepreparation and maintenance of any and all books, ledgers, journals and recordsin connection therewith; the execution, signing, verification, andacknowledgment of any kind and all documents or writings of any kindwhatsoever; and all other acts necessary or appropriate in connection thereto.

 

5.             To do any act orthing provided or permitted herein either directly or indirectly throughagents, independent contractors, joint ventures, subsidiaries, divisions,contractual arrangements or otherwise.

 

6.             In general, topossess and exercise all the powers and privileges granted by the laws of theState of Utah or by these Articles of Incorporation together with any powersincidental thereto, so far as such powers and privileges are necessary orconvenient to the conduct, promotion or attainment of the purpose of theCorporation.

 

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7.             The business andpurposes specified in the foregoing clauses shall, except where otherwiseexpressed, be in nowise limited or restricted by reference to, or inferencefrom, the terms of any other clause in these Articles of Incorporation, but thebusiness and purposes specified in each of the foregoing clauses of this Article shallbe regarded as independent businesses and purposes.

 

ARTICLES IV

 

CAPITALIZATION

 

The aggregate number of shares which the Corporation shall have authorityto issue is 20,000,000 shares of Common Stock, no Par Value, each of whichshall have equal voting rights.

 

ARTICLE V

 

PAID –IN CAPITAL

 

The Corporation shall not commence business until consideration of avalue of a least $1,000.00 has been received by it as consideration for theissuance of its shares.

 

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ARTICLE VI

 

PRE-EMPTIVE RIGHTS

 

No holder of shares of the Corporation of any class now or hereafterauthorized, shall have any preferential or re-emptive right to subscribe for,purchase or receive any shares of the Corporation of any class, now orhereafter authorized, or any options or warrants for such shares, or any rightsto subscribe to or purchase such shares or any securities convertible into orexchangeable for such shares, which may at any time be issued, sold or offeredfor sale by the Corporation.  The Boardof Directors of the Corporation shall have the right to issue the authorizedand treasury shares of this Corporation at such time and upon such terms andconditions and for such consideration as the Board of Directors shalldetermine.

 

ARTICLE VII

 

OFFICERS AND DIRECTORS’ CONTRACTS

 

No contract or other transaction between this Corporation and any otherfirm or corporation shall be affected by the fact that a director or officer ofthis Corporation has an interest in, or is a director or officer of such firmor other corporation.  Any officer ordirector, individually or with others, may be a party to, or may have an 

 

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interest in, any transaction of this Corporation or any transaction inwhich the Corporation is a party or has an interest.  Each person who is now or may become anofficer or a director of this Corporation is hereby relieved from liabilitythat might otherwise obtain in the event that such officer or directorcontracts with this Corporation for the benefit of himself or any firm or othercorporation in which he may have an interest, provided such officer or directoracts in good faith.

 

ARTICLE VIII

 

REGISTERED OFFICE AND AGENT

 

The address of the initial registered office of the Corporation is:

 

1055 North Main Street, Spanish Fork, Utah 84660 and the name of itsinitial registered agent at such address is:

 

Kenneth E. Brailsford.

 

ARTICLE IX

 

DIRECTORS

 

The internal affairs of the Corporation shall be managed by a Board ofDirectors which shall have not less than three (3) nor more than nine (9) directors,as 

 

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determined from time to time by the Board of Directors.  The original Board of Directors shall becomprised of five (5) persons.  Thenames and residence addresses of the persons who are to serve as directorsuntil the first annual meeting of shareholders and until their successors areelected and shall qualify are as follows:

 
| **Name**              | ** ** | **Address**              |
|-----------------------|------------|--------------------------|
|                  |       |                     |
| Kenneth E. Brailsford |       | 42 North 1360 East       |
|                  |       | Springville, Utah 84663  |
|                  |       |                     |
| G. Jay Hughes         |       | Route 1, Box 435         |
|                  |       | Benjamin, Utah 84660     |
|                  |       |                     |
| Kerry O. Asay         |       | 456 East 200 North       |
|                  |       | Provo, Utah 84601        |
|                  |       |                     |
| Richard S. Hughes     |       | 260 West 600 North       |
|                  |       | Spanish Fork, Utah 84660 |
|                  |       |                     |
| Eugene L. Hughes      |       | 2461 North 750 East      |
|                  |       | Provo, Utah 84601        |

 

The Board of Directors shall be and is divided into three classes, Class I,Class II, and Class III, which shall be as nearly equal in number aspossible.  Each 

 

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director shall serve for a term ending on the date of the third AnnualMeeting following the Annual Meeting at which such director was elected;provided, however, that such initial director in Class I shall hold officeuntil the Annual Meeting of Shareholders in 1985; each initial director in Class IIshall hold office until the annual meeting of Shareholders in 1986; and eachinitial director in Class III shall hold office until the Annual Meetingof Shareholders in 1987.  Directors shallonly be subject to removal before their term has expired upon the vote of atleast three-fourths (75%) of the then issued and outstanding capital shares ofthe Corporation.  Provisions of this Article relatingto classification of the Board of Directors or removal of directors shall notbe subject to amendment or repeal without the approval of at leastthree-fourths (75%) of the then issued and outstanding shares of the capitalstock of the Corporation.

 

ARTICLE X

 

INCORPORATORS

 

The names and residence addresses of the incorporators are:

 
| **Name**           | ** ** | **Address**                |
|--------------------|------------|----------------------------|
|               |       |                       |
| Richard L. Chatham |       | 700 South 330 East         |
|               |       | Salt Lake City, Utah 84111 |
|               |       |                       |
| Burke T. Maxfield  |       | 1600 East 3970 South #3    |
|               |       | Salt Lake City, Utah 84117 |
|               |       |                       |
| Hazel Ann Cowan    |       | 3795 South 900 East #6     |
|               |       | Salt Lake City, Utah 84107 |

 

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IN WITNESS WHEREOF, these Restated Articles of Incorporation have beenexecuted as of the 17th day of January, 1989.

 

 
|   | NATURE’S SUNSHINE PRODUCTS, INC. |
|--------|---------------------------------------|
|   |                                  |   |
|   |                                  |   |
|   | By:                                   | \s\ Kerry O. Asay |
|   |                                  |      Kerry O. Asay, President |
|   |                                  |   |
|   | By:                                   | \s\ Brent F. Ashworth |
|   |                                  |      Brent F. Ashworth, Secretary |

 

8531C

011089

 

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