Attached files
| file | filename |
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| 8-K - Brownie's Marine Group, Inc | v204831_8k.htm |
Exhibit
3.1
Amendment
to Bylaws
Pursuant
to a written consent of the board of directors of Brownie’s Marine Group, Inc.,
a Nevada corporation (the “Company”) effective December 7, 2010 and in
accordance with the laws of the State of Nevada and articles of incorporation,
as amended, and bylaws of the Company, Section 3.11 of the Company’s bylaws are
amended and restated as follows:
“3.11
BOARD OF DIRECTOR VACANCIES.
Unless
the Articles of Incorporation provide otherwise, if a vacancy occurs on the
Board of Directors, the director(s) remaining in office shall fill the vacancy.
If the directors remaining in office constitute fewer than a quorum of the Board
of Directors, they may fill the vacancy by the affirmative vote of a majority of
all the directors remaining in office.
A vacancy
that will occur at a specific later date (by reason of a resignation effective
at a later date) may be filled by the Board of Directors before the vacancy
occurs, but the new director may not take office until the vacancy
occurs.
The term
of a director elected to fill a vacancy expires at the next shareholders'
meeting at which directors are elected. However, if his term expires, he shall
continue to serve until his successor is elected and qualifies or until there is
a decrease in the number of directors.”
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/s/ Robert Carmichael
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Robert
Carmichael, President
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