SoylentNews PBC Amendment No. 1 to the Bylaws

From SoylentNews
Jump to: navigation, search

SoylentNews PBC

Amendment No. 1 to the Bylaws

August 28, 2014

SoylentNews PBC (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

That the Board of Directors of the Corporation duly adopted resolutions proposing to amend the Bylaws of the Corporation as follows:

Article III (“Directors”) Section 7 (“Meetings”) is hereby amended to read in its entirety as follows:

7. Meetings. Regular meetings of the Board of Directors may be held at such time, date and place (if any) as the Board of Directors may from time to time determine, but no less often than semi-annually, at the headquarters of the Corporation (unless the Board of Directors shall select another location) or by conference telephone call or by Internet Relay Chat (“IRC”). Special meetings of the Board of Directors may be called, orally or in writing or by email, by the Chief Executive Officer, the President or by any Director (or the sole Director, as applicable), designating the time, date and place (if any) thereof on two (2) business days prior notice. Directors may participate in meetings of the Board of Directors by means of conference telephone or similar communications equipment by means of which all Directors participating in the meeting can hear each other, or, in the case of a meeting held by IRC, by means of any communications equipment useful for that purpose, and participation in a meeting in accordance herewith shall constitute presence in person at such meeting, provided, however, that votes cast at any meeting held by IRC shall be confirmed within two (2) days of the meeting in writing or by electronic transmission to the Secretary of the Corporation to be binding and effective.

Article III (“Directors”) Section 11 (“Action without a Meeting”) is hereby amended to read in its entirety as follows:

11. Action without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a majority of the Directors then in office consent thereto in writing or by electronic transmission, and such writings or electronic transmissions are certified by the Secretary of the Corporation and filed with the records of the meetings of the Board of Directors. Such filing may be in paper form if the minutes are maintained in paper form and may be in electronic form if the minutes are maintained in electronic form. The consents (and transmission thereof) shall be valid whether executed and delivered via electronic or facsimile transmission, PDF, hand delivery, or other means. Such consent shall be treated as a valid and proper vote of the Board of Directors for all purposes.

I, THE UNDERSIGNED, being the Secretary of SoylentNews PBC, the Corporation named above, do hereby declare and certify that the facts herein stated are true, and accordingly have hereunto set my hand this 28 day of August, 2014.

SoylentNews PBC

By: _____________________________________

Name: Matthew Angel

Title: Secretary