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EX-3 - ARTICLES OF INCORPORATION / BYLAWS - SCIENTIFIC INDUSTRIES INCsecond_amend.htm
 
 
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________
 
FORM 8-K
_________________________________________________
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of report (Date of earliest event reported):
August 13, 2020
_________________________________________________
 
SCIENTIFIC INDUSTRIES, INC.
_________________________________________________
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
 
000-6658
 
04-2217279
(State or other Jurisdiction)
 
(Commission File Number)
 
(IRS Employer No.)
 
 
80 Orville Drive
Bohemia, New York 11716
__________________________________________________
(Address of principal executive offices)
 
 
(631) 567-4700
__________________________________________________
(Registrant's telephone number, including area code)
 
 
Not Applicable
__________________________________________________
(Former name or former address, if changed since last report)
 
 
 
 
 
 
 
 
ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On August 10, 2020, the board of directors (the “Board”) of Scientific Industries, Inc. (the “Company”) adopted Second Amended and Restated By-laws (the “New By-laws”) for the Company. The New By-laws became effective on the date of adoption by the Board, or August 10, 2020.
 
Article II, Section 7 of the Company’s By-laws that were in effect prior to the adoption of the New By-laws, entitled “Action Without Meeting” provided that any action required or permitted to be taken by the stockholders of the Company may be taken without a meeting of stockholders if a consent in writing, setting forth the action so taken, shall be signed by all of the stockholders of the Company. The New By-laws provide that any action required or permitted to be taken by the stockholders of the Company at a meeting of stockholders may be taken without a meeting of stockholders if a consent in writing, setting forth the action so taken, shall be signed by the holders of voting stock having not less than the minimum number of votes that would be necessary to take such action at a meeting of stockholders at which the holders of all shares entitled to vote on the action were present and voting.
 
ITEM 9.01 Financial Statements and Exhibits
 
(a) and (b) not applicable
 
(c) Exhibits
 
 
Exhibit No.
 
Description
 
Second Amended and Restated By-laws of Scientific Industries, Inc.
 
 
 
 
 
 
 
 
 
 
SIGNATURE
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
SCIENTIFIC INDUSTRIES, INC.
 
 
 
 
 
 
 
 
Date: August 13, 2020
By:
/s/ Helena R. Santos
 
 
 
Helena R. Santos,
 
 
 
President and Chief Executive Officer