SECOND RESTATED ARTICLES OF INCORPORATION
ATS MEDICAL, INC.
These Second Restated Articles of Incorporation supersede the Company's original Articles and all amendments
ARTICLE 1. NAME
The name of the corporation is "ATS Medical, Inc."
ARTICLE 2. REGISTERED OFFICE
The address of the registered office of the corporation in Minnesota is 3905 Annapolis Lane, Plymouth,
ARTICLE 3. AUTHORIZED SHARES
The aggregate number of authorized shares of the corporation is 100,000,000, $.01 par value, which shall be
divisible into the classes and series, have the designations, voting rights, and other rights and preferences and be
subject to the restrictions that the Board of Directors of the corporation may from time to time establish, fix, and
determine consistent with Articles 4 and 5 hereof. Unless otherwise designated by the Board of Directors, all
issued shares shall be deemed Common Stock with equal rights and preferences.
ARTICLE 4. NO CUMULATIVE VOTING
There shall be no cumulative voting by the shareholders of the corporation.
ARTICLE 5. NO PREEMPTIVE RIGHTS
The shareholders of the corporation shall not have preemptive rights to subscribe for or acquire securities or
rights to purchase securities of any kind, class, or series of the corporation.
ARTICLE 6. BOARD OF DIRECTORS
The names and addresses of the members of the first Board of Directors are:
ARTICLE 7. WRITTEN ACTION BY DIRECTORS
An action required or permitted to be taken at a meeting of the Board of Directors of the corporation may be
taken by a written action signed, or counterparts of a written action signed in the aggregate, by all of the directors
unless the action need not be approved by the shareholders of the corporation, in which case the action may be
John R. Holroyd 6905 Limerick Lane South
Edina, Minnesota 55435
John S. Salstrom 1250 West Minnehaha Parkway