AMENDED AND RESTATED

                      ARTICLES OF INCORPORATION OF

 

                           TECHNE CORPORATION

 

 

                            ARTICLE 1 - NAME

 

1.1)  The name of the corporation shall be Techne Corporation.

 

 

                      ARTICLE 2 - REGISTERED OFFICE

 

2.1)  The registered office of the corporation is located at 614 McKinley

Place N.E., Minneapolis, Minnesota 55413.

 

 

                        ARTICLE 3 - CAPITAL STOCK

 

3.1) Authorized Shares; Establishment of Classes and Series.  The aggregate

number of shares that the corporation has the authority to issue shall be

105,000,000 shares, which shall have a par value of $.01 per share solely for

the purpose of a statute or regulation imposing a tax or fee based upon the

capitalization of the corporation, and which shall consist of 5,000,000

undesignated shares and 100,000,000 common shares.  The Board of Directors of

the corporation is authorized to establish from the undesignated shares, by

resolution adopted and filed in the manner provided by law, one of more

classes or filed in the manner provided by law, one or more classes or series

of shares, to designate each such class or series, which designation may

include but is not limited to the designation or any class or series as

additional common shares, and to fix the relative rights and preferences of

each such class or series.

 

3.2) Issuance of Shares.  The Board of Directors of the corporation is

authorized from time to time to accept subscriptions for, issue, sell and

deliver shares of any class or series of the corporation to such persons, at

such times and upon such terms and conditions as the Board shall determine

valuing all nonmonetary consideration and establishing a price in money or

other consideration, or a minimum price, or a general formula or method by

which the price will be determined.

 

3.3) Issuance of Rights to Purchase Shares.  The Board of Directors is

further authorized from time to time to grant issue rights to subscribe for,

purchase, exchange securities for, or convert securities into, shares of the

corporation or any class or series, and to fix the terms, provisions and

conditions of such rights, including the exchange or conversion basis or the

price at which such shares may be purchased or subscribed for.

 

3.4) Issuance of Shares to Holders of Another Class or Series.  The Board is

further authorized to issue shares of one class or series to holders of that

class or series or to holders of another class or series to effectuate share

dividends or splits.

 

 

                   ARTICLE 4 - RIGHTS OF SHAREHOLDERS

 

4.1) Preemptive Rights.  No shares of any class or series of the corporation

shall entitle the holders to any pre-emptive rights to subscribe for or

purchase additional shares of that class or series or to holders of another

class or series to effectuate share dividends or splits.

 

4.2) No Cumulative Voting Rights.  There shall be no cumulative voting by the

shareholders of the corporation.

 

 

         ARTICLE 5 - MERGER, EXCHANGE, SALE OF ASSETS AND DISSOLUTION

 

5.1) Where approval of shareholders is required by law, the affirmative vote

of the holders or at least a majority of the voting power of all shares

entitled to vote shall be required to authorize the corporation (i) to merge

into or with one or more other corporations, (ii) to exchange its shares for

shares of one or more other corporations, (iii) to sell, lease, transfer or

otherwise dispose of all or substantially all of its property and assets,

including its good will, or (iv) to commence voluntary dissolution.

 

 

             ARTICLE 6 - AMENDMENT OF ARTICLES OF INCORPORATION

 

6.1) Any provision contained in these Articles of Incorporation may be

amended, altered, changed or repealed by the affirmative vote of the holders

or at least a majority of the voting power of the shares present and entitled

to vote at a duly held meeting or such greater percentage as may be otherwise

prescribed by the laws of the State of Minnesota.

 

 

                 ARTICLE 7 - LIMITATION OF DIRECTOR LIABILITY

 

7.1) To the fullest extent permitted by the Minnesota Business Corporation

Act as the same exists or may hereafter be amended, a director of this

corporation shall not be personally liable to the corporation or its

shareholders for monetary damages for breach of fiduciary duty as director.

 

 

                      ARTICLE 8 - DIRECTOR ELECTIONS

 

8.1)  Subject to the rights, if any, of the holders of one or more classes or

series of preferred stock issued by the corporation, voting separately by a

series to elect directors in accordance with the terms of such preferred

stock, each director shall be elected by the vote of a majority of the votes

cast with respect to the director at meeting of shareholders called for such

purpose at which a quorum is present, provided that, at any such meeting for

which the number of nominees (other than nominees withdrawn on or prior to

the day preceding the date the corporation first mails its notice for such

meeting to the shareholders) exceeds the number of directors to be elected,

directors shall be elected by a plurality of the votes present and entitled

to vote on the election of directors.  For purposes for this Article 8, "a

majority of the votes cast" means that the number of votes cast "for" a

director must exceed the number of votes "against" the election of that

director.

 

 

 

ARTICLES OF AMENDMENT TO

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

TECHNE CORPORATION

The following Amendment to the Amended and Restated Articles of Incorporation of Techne Corporation, a Minnesota corporation, was adopted on October 30, 2014, by a majority of the voting power of the shares represented in person or by proxy at the annual meeting with authority to vote on the matter. The amendment shall be effective upon the filing of these Articles of Amendment with the Minnesota Secretary of State:

ARTICLE 1 NAME

1.1) The name of the corporation shall be Bio-Techne Corporation.

This amendment has been approved pursuant to Minnesota Statutes Chapter 302A. The undersigned swears that the foregoing is true and accurate and that the undersigned has the authority to sign this document on behalf of the corporation.

 

BIO-TECHNE CORPORATION

/s/ Brenda Furlow

By: Brenda Furlow

Its: Senior Vice President and General Counsel

Date: November 3, 2014

 

[As Filed: 11-04-2014]