PROGUARD ACQUISITION CORP - FORM 8-K - EX-3.4 - AMENDMENT NO. 1 TO CORPORATE BYLAWS - May 10, 2012

Attached files

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8-K - CURRENT REPORT - PROGUARD ACQUISITION CORPpgrd_8k.htm
EX-4.1 - FORM OF EXCHANGE WARRANT - PROGUARD ACQUISITION CORPrand_ex41.htm
EX-3.3 - ARTICLES OF MERGER - PROGUARD ACQUISITION CORPrand_ex33.htm
EX-4.2 - FORM OF PLACEMENT AGENT EXCHANGE WARRANT - PROGUARD ACQUISITION CORPrand_ex42.htm
EX-10.1 - STOCK REPURCHASE AGREEMENT - PROGUARD ACQUISITION CORPrand_ex101.htm
EX-10.7 - PROMISSORY NOTE - PROGUARD ACQUISITION CORPrand_ex107.htm
EX-99.3 - LAMFIS FINANCIALS - PROGUARD ACQUISITION CORPrand_ex993.htm
EX-10.8 - FORM OF DISTRIBUTOR AGREEMENT - PROGUARD ACQUISITION CORPrand_ex108.htm
EX-22.1 - SUBSIDIARIES - PROGUARD ACQUISITION CORPrand_ex221.htm
EX-10.2 - SECURED PROMISSORY NOTE - PROGUARD ACQUISITION CORPrand_ex102.htm
EX-10.6 - LEASE AGREEMENT - PROGUARD ACQUISITION CORPrand_ex106.htm
EX-99.2 - COMBINED FINANCIAL STATEMENTS - PROGUARD ACQUISITION CORPrand_ex992.htm
EX-99.1 - PROGUARD ACQUISITION CORPrand_ex991.htm
EX-14.1 - CODE OF BUSINESS CONDUCT AND ETHICS - PROGUARD ACQUISITION CORPrand_ex141.htm
EX-10.5 - EXECUTIVE EMPLOYMENT AGREEMENT - PROGUARD ACQUISITION CORPrand_ex105.htm
EX-10.3 - ESCROW AGREEMENT - PROGUARD ACQUISITION CORPrand_ex103.htm
EX-10.4 - EXECUTIVE EMPLOYMENT AGREEMENT - PROGUARD ACQUISITION CORPrand_ex104.htm
EXHIBIT 3.4

AMENDMENT NO. 1
TO THE
CORPORATE BYLAWS
OF
PROGUARD ACQUISITION CORP.
 
Article I, Section 7 of the Corporate Bylaws of Proguard Acquisition Corp. (the “Company”) is hereby deleted in its entirety and replaced with the following:

Section 7.  Shareholder Quorum and Voting.  Thirty-three and one-third percent (33 1/3%)of the shares entitled to vote, represented in person or by proxy, will constitute a quorum at a meeting of shareholders.  If a quorum, as herein defined, is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter thereof will be the act of the shareholders unless otherwise provided by law.

Article II, Section 5 of the Company is hereby deleted in its entirety and replaced with the following:

Section 5.  Number.  Proguard Acquisition Corp. will have four (4) director(s).

Except as provided herein, all other terms and conditions of the Bylaws of the Company remain in full force and effect.  The foregoing amendment was approved by the Company’s Board of Directors on May 8, 2012 pursuant to Article VIII of the Bylaws.  All terms not otherwise defined herein shall have the same meaning as in the Bylaws.  This Amendment No. 1 to the Bylaws is effective as of May 8, 2012.
 
  PROGUARD ACQUISITION CORP.  
       
  By: /s/ Robert Weitzner  
    Robert Weitzner, Secretary  
 

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