Attached files
file | filename |
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8-K - FORM 8-K - ISC8 INC. /DE | c10302e8vk.htm |
EX-10.4 - EXHIBIT 10.4 - ISC8 INC. /DE | c10302exv10w4.htm |
EX-10.5 - EXHIBIT 10.5 - ISC8 INC. /DE | c10302exv10w5.htm |
EX-10.6 - EXHIBIT 10.6 - ISC8 INC. /DE | c10302exv10w6.htm |
EX-10.2 - EXHIBIT 10.2 - ISC8 INC. /DE | c10302exv10w2.htm |
EX-10.3 - EXHIBIT 10.3 - ISC8 INC. /DE | c10302exv10w3.htm |
EX-10.8 - EXHIBIT 10.8 - ISC8 INC. /DE | c10302exv10w8.htm |
EX-10.7 - EXHIBIT 10.7 - ISC8 INC. /DE | c10302exv10w7.htm |
EX-10.1 - EXHIBIT 10.1 - ISC8 INC. /DE | c10302exv10w1.htm |
EX-10.13 - EXHIBIT 10.13 - ISC8 INC. /DE | c10302exv10w13.htm |
EX-10.10 - EXHIBIT 10.10 - ISC8 INC. /DE | c10302exv10w10.htm |
EX-10.11 - EXHIBIT 10.11 - ISC8 INC. /DE | c10302exv10w11.htm |
EX-10.12 - EXHIBIT 10.12 - ISC8 INC. /DE | c10302exv10w12.htm |
EX-10.9 - EXHIBIT 10.9 - ISC8 INC. /DE | c10302exv10w9.htm |
Exhibit 3.1
AMENDMENTS TO THE BYLAWS
OF
IRVINE SENSORS CORPORATION
OF
IRVINE SENSORS CORPORATION
The undersigned, John J. Stuart, Jr., is the duly elected and acting Secretary of Irvine
Sensors Corporation (the Corporation), and does hereby certify that the following
amendments were adopted by the Board of Directors of the Corporation on December 22, 2010.
Section 9 of Article II of the Bylaws of the Corporation is hereby amended and restated in its
entirety to read in full as follows:
SECTION 9. VOTING. Except as otherwise required by law, or provided
by the Certificate of Incorporation or these By-Laws, any question
brought before any meeting of stockholders shall be decided by the
vote of the holders of a majority of the stock represented and
entitled to vote thereat. Unless otherwise provided in the
Certificate of Incorporation, each stockholder represented at a
meeting of stockholders shall be entitled to cast one vote for each
share of the capital stock entitled to vote thereat held by such
stockholder. Such votes may be cast in person or by proxy, but no
proxy shall be voted on or after three years from its date unless
such proxy provides for a longer period, Voting may be by voice or
ballot as the Chairman of the meeting shall determine; provided,
however, that all elections for Directors must be by ballot upon
demand made by a stockholder at any election and before the voting
begins.
On any matter other than the election of the directors, any
stockholder may vote part of the shares in favor of the proposal and
refrain from voting the remaining shares or vote against the
proposal but if the stockholder fails to specify the number of
shares which the stockholder is voting affirmatively, it will be
conclusively presumed that the stockholders approving vote is with
respect to all shares which the stockholder is entitled to vote.
At a stockholders meeting at which directors are to be
elected, stockholders shall be entitled to cumulate votes (i.e.,
cast for any candidate a number of votes greater than the number of
votes which such stockholder normally is entitled to cast);
provided, however, that no stockholder shall be entitled to cumulate
votes unless the candidates names have been placed in nomination
prior to commencement of the voting and a stockholder has given
notice at the meeting, prior to commencement of the voting, of the
stockholders intention to cumulate votes. If any stockholder has
given such a notice, then every stockholder entitled to vote may
cumulate votes for candidates placed in nomination and give one
candidate a number of votes equal to the number of directors to be
elected multiplied by the number of votes to which that
stockholders shares are normally entitled, or distribute the
stockholders votes on the same principle among any or all of the
candidates, as the stockholder thinks fit. The candidates receiving
the highest number of affirmative votes, up to the number of
directors or be elected, shall be elected.
Section 2 of Article III of the Bylaws of the Corporation is hereby amended and restated in
its entirety to read in full as follows:
SECTION 2. NUMBER OF DIRECTORS. The Board of Directors shall
consist of not less than six (6) nor more than eleven
(11). The exact number of directors shall be ten (10) until changed,
within the limits specified above, by a By-Law amending this
Section, duly adopted by the Board of Directors or by the
stockholders. The indefinite number of directors may be changed, or
a definite number fixed without provision for an indefinite number,
by a duly adopted amendment to the Certificate of Incorporation or
by an amendment to this Bylaw duly adopted by the vote or written
consent of holders of a majority of the outstanding shares entitled
to vote; provided, however, that an amendment reducing the number or
the minimum number of directors to a number less than five (5)
cannot be adopted if the votes cast against its adoption at a
meeting of the stockholders, or the shares not consenting in the
case of action by a written consent, are equal to more than 16-2/3%
of the outstanding shares entitled to vote. No amendment may change
the stated maximum number of authorized directors to a number
greater than two times the stated minimum number of directors minus
one.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his name this 22nd day of
December, 2010.
/s/ JOHN J. STUART, JR. | ||||
JOHN J. STUART, JR., Secretary | ||||