Attached files
| file | filename |
|---|---|
| 8-K/A - Vitacost.com, Inc. | v191145_8k-a.htm |
| EX-99.1 - Vitacost.com, Inc. | v191145_ex99-1.htm |
Exhibit
3(ii)(a)
AMENDMENT
TO
AMENDED
AND RESTATED
BYLAWS
OF
VITACOST.COM,
INC.
(a
Delaware Corporation)
EFFECTIVE
JULY 21, 2010
The
following amendment to the Amended and Restated Bylaws (the “Bylaws”) of
Vitacost.com, Inc. (the “Company”) was duly adopted by the stockholders of the
Company by written consent on July 21, 2010:
Article
IV, Section 4.3 of the Bylaws is amended and restated in its entirety to read as
follows:
“Section
4.3. Vacancies. Except
as provided in the Certificate of Incorporation (including any certificate of
designations relating to any series of Preferred Stock), newly created
directorships resulting from any increase in the authorized number of directors
or any vacancies on the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause may be filled
by a majority vote of the directors, though less than a quorum, or by the
stockholders; provided,
however, that any
vacancy occurring as a result of a director being removed from office by the
stockholders shall only be filled by the stockholders.”