Attached files
| file | filename |
|---|---|
| 8-K - AMENDMENT TO BY-LAWS - TELTRONICS INC | form8k2010bylaws.htm |
Exhibit 1
AMENDMENT
TO BY-LAWS
OF
TELTRONICS,
INC.
The
By-Laws of the Corporation are amended in the following manner:
FIRST, Section 1 of
Article V of the By-Laws is hereby amended to read as follows:
Section 1. -
Certificates. The shares of stock of the Corporation shall be
represented by certificates, or shall be uncertificated shares that may be
evidenced by a book-entry system maintained by the registrar of such stock, or a
combination of both. To the extent that shares are represented by
certificates, such certificates whenever authorized by the Board of Directors,
shall be in such form as shall be approved by the Board of
Directors.
SECOND, Section 4 of
Article V of the By-Laws is hereby amended to read as follows:
Section
4. - Stock Ledger. A
record shall be kept by the Secretary, by the transfer agent, by the registrar
or by any other officer, employee or agent designated by the Board of Directors,
of the name of the individual, firm or corporation holding the shares of the
stock of the Corporation, the number of shares so held, the date of issue
thereof and, in case of cancellation, the date of cancellation
thereof.
THIRD, Section 5 of
Article V of the By-Laws is hereby amended to read as follows:
Section 5. - Transfer of
Shares. Transfers of shares of stock of each class of the
Corporation shall be made only on the books of the Corporation upon
authorization by the registered holder thereof, or by such holder’s attorney
thereunto authorized by a power of attorney duly executed and filed with the
Secretary or a transfer agent for such stock, if any, and if such shares are
represented by a certificate, upon surrender of the certificate or certificates
for such shares properly endorsed or accompanied by a duly executed stock
transfer power (or by proper evidence of succession, assignment or authority to
transfer) and the payment of any taxes thereon; provided, however, that the
Corporation shall be entitled to recognize and enforce any lawful restriction on
transfer. The person in whose name shares are registered on the books of the
Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation; provided, however, that whenever any transfer of shares shall be
made for collateral security and not absolutely, and written notice thereof
shall be given to the Secretary or to such transfer agent, such fact shall be
stated in the entry of the transfer. No transfer of shares shall be valid as
against the Corporation, its stockholders and creditors for any purpose, except
to render the transferee liable for the debts of the Corporation to the extent
provided by law, until it shall have been entered in the stock records of the
Corporation by an entry showing from and to whom transferred.
FOURTH, Section 7 of
Article V of the By-Laws is hereby amended to read as follows:
Section
7. - Regulations. The
Board of Directors may make such rules and regulations as it may deem expedient,
not inconsistent with law, the certificate of incorporation or these by-laws,
concerning the issue, transfer and registration of certificated or
uncertificated shares of the stock of the Corporation. It may
appoint, or authorize any officer or officers to appoint, one or more transfer
clerks or one or more transfer agents or one or more registrars.
FIFTH, except as
expressly amended by this Amendment, the By-Laws of the Corporation shall remain
in full force and effect without amendment, modification or waiver of any
kind.