**Exhibit 3.1**

**RESTATED ARTICLES OFINCORPORATIONOFMOCON, INC.**

 

These Restated Articles of Incorporation, duly adoptedby the Board of Directors of MOCON, Inc. pursuant to the authority andprovisions of Section 302A.135, Subd. 5 of the Minnesota Statutes, set forthwithout change the corresponding provisions of and restate and supersede theoriginal Restated Articles of Incorporation dated June 8, 1984 and allamendments thereto in their entirety.

**ARTICLE I**

**NAME AND REGISTERED OFFICE**

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

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

**ARTICLE II**

**SHARES AND SHAREHOLDERS**

 

The aggregate number of shares of stock which the Corporationshall 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 parvalue per share (the “Common Stock”), and Three Million (3,000,000) sharesundesignated as to series (the “Undesignated Stock”).  The Board of Directors is authorized toestablish, from the authorized shares of Undesignated Stock, one or moreclasses or series of shares, to designate each such class and series, and tofix the rights and preferences of each such class and series.  Without limiting the authority of the Boardof Directors granted hereby, each such class or series of Undesignated Stockshall have such voting powers (full or limited or no voting powers), suchpreferences and relative, participating, optional or other special rights, andsuch qualifications, limitations or restrictions as shall be stated andexpressed in the resolution or resolutions providing for the issue of suchclass or series of Undesignated Stock as may be adopted from time to time bythe Board of Directors prior to the issuance of any shares thereof.  Except as provided in the resolution orresolutions of the Board of Directors creating any series of UndesignatedStock, the shares of Common Stock shall have the exclusive right to vote forthe election and removal of directors and for all other purposes; noshareholder of the Corporation shall have any preemptive rights; and noshareholder shall be entitled to any cumulative voting rights.  Each holder of Common Stock shall be entitledto one vote for each share held.

**ARTICLE III**

**BOARD ACTION WITHOUT MEETING**

 

An action required or permitted to be taken by theboard of directors of this Corporation may be taken by written action signed bythat number of directors that would be required to take the same action at ameeting of the board at which all directors are present, except as to thosematters requiring shareholder approval, in which case the written action mustbe signed by all members of the board of directors then in office.

 

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**ARTICLE IV**

**INDEMNIFICATION AND ADVANCES**

 

## 4.01         MandatoryIndemnification and Advances.  ThisCorporation shall indemnify its present and former directors, officers,employees, and agents, and shall pay or reimburse such persons their reasonableexpenses, including attorneys’ fees and disbursements, incurred by such personor persons in advance of the final disposition of certain proceedings, asdefined by Minn. Stat. § 302A.521, as amended or as it may be amended fromtime to time hereafter all in the manner, for the purposes, and to the fullestextent allowed or allowable by the Minnesota Business Corporation Act,Minnesota Statutes Chapter 302A, as amended or as it may be amended from timeto time hereafter.

## 4.02         No Limitation onObligation.  This Article IV shall inno way be deemed to be a prohibition, condition or limitation, within themeaning of Minn. Stat. § 302A.521, subd. 4 or 5, as amended or as it maybe amended from time to time hereafter, or otherwise, or to in any way operateas such, of the obligation of this Corporation to indemnify its present orformer directors, officers, employees, or agents, or to pay to or to reimbursesuch persons for reasonable expenses, including attorneys’ fees anddisbursements, incurred by such person or persons in connection with aproceeding, as defined above, pursuant to Minn. Stat. § 302A.521, asamended or as it may be amended from time to time hereafter.

## 4.03         Insurance.  This Corporation may purchase and maintaininsurance on behalf of a person in that person’s official capacity, as definedby Minn. Stat. § 302A.521, as amended or as it may be amended from time totime hereafter, against any liability asserted against and incurred by theperson in or arising from that capacity, whether or not the Corporation wouldhave been required to indemnify the person against the liability under theprovisions of Minn. Stat. § 302A.521, as amended or as it may be amendedfrom time to time hereafter.

**ARTICLE V**

**LIMITATION OF DIRECTOR LIABILITY**

 

A director of the corporation shall not be personallyliable to the corporation as a director to the extent permitted by applicablelaw.  If the Minnesota BusinessCorporation Act hereafter is amended to authorize further elimination orlimitation of the liability of directors, then the liability of a director tothe corporation, in addition to the limitation on personal liability providedherein, shall be limited to the fullest extent permitted by the amendedMinnesota Business Corporation Act.  Anyrepeal or modification of this Article by the shareholders of the corporationshall be prospective only and shall not adversely affect any limitation on thepersonal liability of a director of the corporation existing at the time ofsuch repeal or modification.

IN WITNESS WHEREOF, the undersigned hereunto sets hishand this 18th day of May, 2006.
|        | MOCON, INC. |
|--------|-------------|
|   |        |   |
|   |        |   |
|   | By:         | /s/ Robert L.  Demorest |
|   | Its:        | President and  Chief Executive Officer |

 

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