Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - SUNSHINE PCS CORP | sunshine_8k.htm |
Exhibit 3.1
FIRST AMENDMENT OF THE
BY-LAWS
OF
SUNSHINE PCS CORPORATION
OF
SUNSHINE PCS CORPORATION
Pursuant to written action of signed by the sole
member of the Board of Directors of Sunshine PCS Corporation, a Delaware
corporation (the “Corporation”), the By-laws of the Corporation are amended
as follows:
1. Article VI of the By-laws is amended in its entirety to read as follows:
“ARTICLE VI
CERTIFICATES OF STOCK
CERTIFICATES OF STOCK
Section 1. Shares of the Corporation may be
certificated, uncertificated, or a combination thereof as determined by the
Board of Directors. Certificates representing shares shall be signed by the
chairman or the president or a vice president and by the secretary or an
assistant secretary or the treasurer or an assistant treasurer, and shall
certify the number of shares represented. Where any such certificate is signed
by a transfer agent other than the Corporation or its employee, or by a
registrar other than the Corporation or its employee, the signatures of the
chairman, president, vice president, secretary, assistant secretary, treasurer
or assistant treasurer upon such certificate may be facsimiles, engraved or
printed. In case any such officer who has signed or whose facsimile signature
has been placed upon such certificate shall have ceased to be such before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such officer had not ceased to be such at the time of its
issue.
Except as otherwise required by law, transfers
of shares of stock of the Corporation shall be made only on the books of the
Corporation by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation, or with a transfer clerk or a transfer agent appointed as in
Section 4 of this Article provides, and, in the case of certificated shares, on
surrender of the certificate or certificates for such shares properly endorsed
and the payment of all taxes thereon. The person in whose name shares of stock
stand on the books of the Corporation shall be deemed the owner thereof for all
purposes as regards the Corporation. The Board may, from time to time, make such
additional rules and regulations as it may deem expedient, not inconsistent with
these Bylaws, concerning the issue, transfer, or registration of shares of the
capital stock of the Corporation.
Section 2. No
certificate for shares of stock of the Corporation shall be issued in place of
any certificate alleged to have been lost, destroyed or stolen, except on
production of such evidence of such loss, destruction or theft and on delivery
to the Corporation, if the Board of Directors shall so require, of a bond of
indemnity in such amount (not exceeding twice the value of the shares
represented by such certificate), upon such terms and secured by such surety as
the Board of Directors may in its discretion require.
Section 3. The Board of Directors may appoint
one or more transfer clerks or one or more transfer agents and one or more
registrars, and may require all certificates for shares of stock to bear the
signature or signatures of any of them.”
I swear that the foregoing is true and accurate and that I have authority
to sign this document on behalf of the corporation.
| Dated: January 8, 2010 | /s/ David S. Ahl |
| David S. Ahl | |
| Chief Executive Officer and Director |