Attached files
| file | filename |
|---|---|
| 10-K - 10-K - Predictive Oncology Inc. | v214104_10k.htm |
| EX-3.1 - Predictive Oncology Inc. | v214104_ex3-1.htm |
| EX-32.1 - EX-32.1 - Predictive Oncology Inc. | v214104_ex32-1.htm |
| EX-31.2 - EX-31.2 - Predictive Oncology Inc. | v214104_ex31-2.htm |
| EX-23.1 - EX-23.1 - Predictive Oncology Inc. | v214104_ex23-1.htm |
| EX-31.1 - EX-31.1 - Predictive Oncology Inc. | v214104_ex31-1.htm |
| EX-14.1 - Predictive Oncology Inc. | v214104_ex14-1.htm |
Exhibit 3.2
By-Laws
Of
BioDrain Medical,
Inc.
Article I
Stockholders’
Meetings
Section 1.
Place of
meetings. The meetings of the stockholders shall be held at any
place designated by the Board of Directors or consented to in writing by all of
the stockholders entitled to vote there at.
Section 2.
Stuckholders
Meetings. Meetings will be held by written notice, stating the
place, day and hour of the meeting, mailed or personally delivered not less than
(5) days prior to the date of the meeting, by the secretary to each stockholder
of record entitled to vote at such meeting.
Section 3.
Special
Meetings. Special meetings of the stockholders may be called at
anytime upon request of the President, any Vice-President or a majority of the
members of the Board of Directors, by one or more stockholders holding not less
then one-tenth of the voting power of the stockholders.
Section 4.
Notice of
meetings. Written notice, stating the place, day and hour of the
meeting and, in case of a special meeting, mailed or personally delivered not
less than five (5) days prior to the date of the meeting, by the secretary to
each stockholder of record entitled to vote at such meeting. Waiver by a
stockholder of notice of a stockholders’ meeting, signed by him whether before
or after the time of such meeting, shall be equivalent to the giving of such
notice. In case of adjournment of a meeting from time to time, no further notice
of the adjournment shall be necessary if an announcement is made at the meeting
where the adjournment is had, specifying the place, day and hour of the
adjourned meeting.
Section 5.
Voting Rights.
Every holder of record, as provided below, of Common Stock shall be entitled to
vote, in person or by proxy executed in writing and delivered to the Secretary
at or before the meeting, and he shall be entitled to one vote for each share of
standing in his name; provided that no proxy shall be voted if executed more
than one year prior to the date of such meeting except as may otherwise be
provided by the Board of Directors from time to time, only stockholders of
record at the close of business on a day twenty (20) days prior to the date of
the meeting shall be entitled to vote at such meeting.
Section 6.
Quorum. The
presence, in person or by proxy of the holders of a majority of the shares
entitled to vote at the meeting shall constitute a quorum for the transaction of
business. In the absence of a quorum for the transaction of business, any
meeting may be adjourned from time to time. The stockholders present at a duly
called or held meeting may continue to do business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum. The President or, in his absence, the Vice-President or any other person
designated from time to time by the Board of Directors, shall preside at all
meetings of the Stockholders.
Article
II
Directors
Section 1.
Number of
Directors. The business of the corporation shall be managed by a
board of not less than three nor more than seven directors, who need not be
stockholders of the corporation and the decisions of the board shall be by a
majority of the members, If the number of stockholders shall be less than three,
including beneficial stockholders, the board may consist of a number of
directors not less than the number of such stockholders.
Section 2.
Tenure. At
each annual meeting the stockholders shall elect directors to hold office until
the next succeeding annual meeting or until there successors are elected and
qualified.
Section 3.
Vacancies. Any
vacancy occurring in the Board of Directors may be filled by the affirmative
vote of the remaining directors or by election at a meeting of stockholders. A
director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office.
Section 4.
Meeting of the
Board Meetings of the Board of Directors may be held upon three
(3) days’ written notice upon the call of the President or any director. Notice
may be waived in writing before or after the time of such meeting, and
attendance of a Director at a meeting shall constitute a waiver of notice
thereof. Neither the business to be transacted at, nor the purpose of, any
meeting need be specified in the notice of such meeting.
Section 5.
Quorum. A
majority of the Directors shall constitute a quorum for the transaction of
business, provided, however, that if any vacancies exist for any reason, the
remaining directors shall constitute a quorum for the filling of such
vacancies.
Article III
Officers
Section 1.
Number of
officers. The officers of the corporation shall consist of a
President and CEO, one or more Vice-Presidents, a secretary and a treasurer, and
such other officers and assistant officers, counsel and agents as may be chosen
by the Board of Directors from time to time. One person may hold any two
offices, except that the President shall not hold the office of Vice-President,
unless there is only one member of the Board, in which case he shall hold all
offices.
Section 2.
Elections; Vacancies;
Tenure. Officers shall be chosen at a meeting of the Board of
Directors, to hold office until their successors are chosen and qualified. Any
officer may be removed with or without cause by the affirmative vote of a
majority of the Board of Directors. Any vacancy shall be filled by the
affirmative vote of a majority of the directors, and an officer so chosen shall
hold office until the his successor is chosen and qualified.
Section 3.
President. The
President shall preside at all meetings of stockholders and directors, and shall
perform all duties incident to his office and such other duties as may be
prescribed from time to time by these By-Laws or by the Board of
Directors.
Section 4.
Vice-President.
Each Vice-President shall perform such duties as may be prescribed from time to
time by these By-Laws or by the Board of Directors.
Section 5.
Secretary. The
Secretary shall attend all meetings of the stockholders and Board of Directors,
and shall record all proceedings of such meetings in the Minute Book of the
corporation. He shall give proper notice of meetings of stockholders and Board
of Directors and other notices required by law or by these By-Laws. He shall
perform all duties incident to his office and such or duties as these By-Laws or
the Board of Directors may, from time to time, prescribe.
Section 6.
Treasurer. The
Treasurer shall keep correct and complete financial records of the corporation
and shall have custody of the corporate funds, securities, and other valuable
effects of the corporations. He shall deposit all monies and other valuable
effects, in the name of the corporation, in such depositories as may be
designated by the Board of Directors. He shall furnish at meetings of the Board
of Directors, or whenever requested, a statement of the financial condition of
the corporation, and shall perform such duties as these By-Laws or the Board of
Directors may from time to time prescribe.
Section 7.
Salaries. The
salaries of all officers shall be fixed by the Board of Directors, and the fact
any officer is a Director shall not preclude him from receiving a salary or from
voting upon the resolution providing for the same.
Section 8.
Contracts.
Except as otherwise provided by the Board of Directors from time to time,
all-formal contracts of this corporation shall be executed on its behalf by the
President or any Vice-President.
Article IV
Indemnification
Section 1.
Indemnification of
Directors, Executive Officers, other officers, Employees and other
Agents. The corporation shall indemnify its directors and
executive officers to the fullest extent not prohibited by any applicable law;
PROVIDED, HOWEVER, that the corporation may modify the extent of such
indemnification by individual contracts with its directors and executive
officers; and, PROVIDED, FURTHER, that the corporation shall not be required to
indemnify any director or executive officer in connection with any proceeding
(or part thereof ) initiated by such person unless ( i ) such indemnification is
expressly required to be made by law, ( ii ) the proceeding was authorized by
the Board of Directors of the corporation, ( iii ) such indemnification is
provided by the corporation, in its sole discretion, pursuant to the powers
vested in the corporation under any applicable law. The corporation shall have
power to indemnify its other officers, employees and other agents as set forth
in any other applicable law. The Board of Directors shall have the power to
delegate the determination of whether indemnification shall be given to any such
person to such officers or other persons as the Board of Directors shall
determine.
Section 2.
Expenses. The
corporation shall advance to any person who was or is a party or is threatened,
pending or completed action, suit of proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director or executive officer, of the corporation, prior to the final
disposition of the proceeding, promptly following request therefore, all
expenses incurred by any director or executive officer in connection with such
proceeding; PROVIDED HOWEVER, applicable law requires, an advancement of
expenses incurred by the director or executive officer in his capacity in which
service was or is rendered by such indemnitee, Shall be made only upon delivery
to the corporation of an undertaking by or on behalf of such indemnitee, to
repay all amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal that such
indemnitee is not entitled to be indemnified for such expenses. Notwithstanding
the foregoing, unless otherwise determined, no advance shall be made by the
corporation to an officer of the corporation (except by reason
of the fact that such officer is or was a director of
the corporation in which event this paragraph shall not apply) in any action,
suit or proceeding, whether civil, criminal, administrative or investigative, if
a determination is reasonably and promptly made ( i ) by a majority vote of
directors who not parties to the proceeding, even if not a quorum, or ( ii ) by
a committee of such directors designated by a majority vote of such directors,
even though less than a quorum, or (iii ) if there are no such directors, or
such directors so direct, by independent legal council in a written opinion,
that the facts known to the decision making party at the time such determination
is made demonstrate clearly and convincingly that such person acted in bad faith
or in a manner that such person did not believe to be in or not opposed to the
best interests of the corporation.
Section 3.
Enforcement.
Without the necessity of entering into an express contract, all rights to
indemnification and advances to directors and executive officers shall be deemed
to be contractual rights and to be effective to the same extent and as if
provided for in a contract between the corporation and the director or executive
officer. Any right to indemnification or advances granted to a director or
executive officer shall be enforceable by or on behalf of the person holding
such right in any court of competent jurisdiction if ( i ) the claim for
indemnification or advances is denied, in whole or in part, or (ii ) no
disposition of such claim is made within ninety ( 90 ) days of request
therefore. The claimant in such enforcement action, if successful in whole or in
part, shall be entitled to be paid also the expense of prosecuting the claim. In
connection with any claim for indemnification, the corporation shall be entitled
to raise as a defense to any such action that the claimant has not met the
standards of conduct that make it permissible under applicable law for the
corporation to indemnify the claimant for the amount claimed. In connection with
any claim by an executive officer of the corporation (except in any action, suit
or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such executive officer is or was a director of the
corporation) for advances, the corporation shall be entitled to raise a defense
as to any such action clear and convincing evidence that such person acted in
bad faith or in a manner that such person did not believe to be in or not
opposed to the best interests of the corporation, or with respect to any
criminal action or proceeding that such person acted without reasonable cause to
believe that his conduct was lawful. Neither the failure of the corporation (
including its Board of Directors, independent legal counsel or its stockholders)
to have made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he has
met the applicable standard of conduct set forth in applicable law, nor an
actual determination by the corporation ( including its Board of Directors,
independent legal counsel or its stockholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that claimant has not met the applicable standard of
conduct.
Section 4.
Non-Exclusivity of
Rights. The rights conferred on any person by this By-Law shall
not be exclusive of any other right which such person may have or hereafter
acquire under any applicable statute, provision of the Certificate of
Incorporation, By-Laws, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding office. The corporation is specifically
authorized to enter into individual contracts with any or all of its directors,
officers, employees or agents respecting indemnification and advances, to the
fullest extent not prohibited by applicable law.
Section 5.
Survival of
rights. The rights conferred on any person by this By-Law shall
continue as to a person who has ceased top be a director or executive officer
and shall inure to the benefit of the heirs, executors and administrators of
such a person.
Section 6.
Amendments.
Any repeal or modification shall only be prospective and shall not effect the
rights under this By-Law in effect at the time of the alleged occurrence of any
action or omission to act that is the cause of any proceeding against any agent
of the corporation.
Section 7.
Insurance. To
the fullest extent permitted by applicable law, the corporation, upon approval
by the Board of Directors, may purchase insurance on behalf of any person
required or permitted to be indemnified by this ARTICLE IV.
Section 8.
Saving Clause.
If this ARTICLE IV or any portion hereof shall be invalidated on any ground by
any court of competent jurisdiction, then the corporation shall nevertheless
indemnify each director and executive officer to the full extent not prohibited
by any applicable portion of this ARTICLE IV that shall not have been
invalidated, or by any other applicable law. If this ARTICLE IV shall be invalid
due to the application of the indemnification provisions of another
jurisdiction, then the corporation shall indemnify each director and executive
officer to the full extent under any other applicable law.
Section 9.
Certain
Definitions. For the purposes of this By-Law the following
definitions shall apply:
(1) The term
“ proceeding” shall be broadly construed and shall include, without limitation,
the investigation, preparation, prosecution, defense, settlement, arbitration
and appeal of, and the giving of testimony in, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative.
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(2) The
term”expenses” broadly construed shall include without limitation court
costs, attorneys’ fees, witness fees, amounts paid in settlement or
judgment and any other costs and expenses of any nature or kind incurred
in connection with any proceeding.
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(3) The
term “corporation” shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent)
absorbed in a consolidation or merger which, if its separate existence had
continued, would have had the power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is or
was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall
stand in the same position under the provisions of this ARTICLE IV with
respect to the resulting or surviving corporation as he would have with
respect to such constituent corporation if its separate existence had
continued.
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(4)
References to a “director,” “executive officer,” “officer,” “employee” or
“agent” of the corporation shall include, without limitation, situations
where such person is serving at the request of the corporation as,
respectively, a director, executive officer, officer, employee, trustee or
agent of another corporation, partnership, joint venture, trust or other
enterprise.
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(5)
References to “other enterprises” shall include employee benefit plans;
references to “fines” shall include any excise taxes assessed on a person
with respect to an employee benefit plan; and references to “serving at
the request of the corporation” shall include any service as a director,
officer, employee or agent of the corporation which imposes duties on, or
involves services by, such director, officer, employee or agent with
respect to an employee benefit plan, its participants and beneficiaries;
of an employee benefit plan shall be deemed to have acted in a manner “not
opposed to the best interests of the corporation” as referred to in this
ARTICLE IV.
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ARTICLE V
Capital Stock
Section 1.
Issuance of
Stock. The capital stock, including both authorized but previously
issued shares, as well as treasury shares, may be issued for such consideration,
not less than par value thereof in the case of shares having par value, as shall
be fixed from time to time by the Board of Directors.
Section 2.
Transfer of
Shares. The shares of the corporation shall be transferable on the
books of the corporation only upon the surrender of each certificate
representing the same, properly endorsed by the registered holder or by his duly
authorized attorney, or with separate written assignment accompanying the
certificate.
Section 3.
Certificates of
stock. Certificates signed by the President or any Vice-President
and by the Secretary or any assistant Secretary of the corporation. shall
represent the shares of the corporation, and all such signatures may be
facsimiles thereof. The certificates shall be in such form as shall be approved
by the Board of Directors.
ARTICLE VI
Miscellaneous
Section 1.
Fiscal Year.
The fiscal year of the corporation shall begin on the first day of January of
each year and end on the thirty-first day of December.
ARTICLE VII
Amendments
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These By-Laws may be altered, amended, or
repealed by the Board of Directors subject to the power of the
stockholders, by the affirmative vote of a majority of the stockholders
entitled to vote, at any meeting, to change or repeal such By-Laws,
provided that notice of such proposed amendment shall have been given in
the notice of such meeting. The Board of Directors shall not make or alter
any By-Laws fixing their number, qualifications, or term of
office.
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/s/ Lawrence W. Gadbaw
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Lawrence W. Gadbaw, President
and CEO
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/s/ Gerald D. Rice
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Gerald
D. Rice, Vice-President, Secretary and Treasurer
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Dated:
April 23, 2002
I
hereby certify that the foregoing is a true and correct copy of the original
By-Laws of BIODRAIN MEDICAL, INC., which is on record in the minute book of the
corporation.
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/s/ Gerald D. Rice
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Gerald
D. Rice, Secretary
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On May
26, 2010, the Board of Directors (the “Board”) of BioDrain Medical, Inc. (the
“Company”), acting pursuant to the authority granted by Article VII of the
Company’s By-Laws, as amended (the “By-Laws”), and Article X of the Company’s
Articles of Incorporation, as amended (the “Articles”), unanimously approved an
amendment to Article I Section 5 of the Company’s By-Laws to change the manner
in which the record date for shareholder meetings is fixed. Article I
Section 5 of the By-Laws previously provided that the record date would be the
day, which was twenty (20) days prior to the date of a meeting of
shareholders. Article I Section 5 now provides that the Board may fix
a record date that shall be at least ten (10) but not more than sixty (60) days
prior to the date of a meeting of the Company’s shareholders.
The above
summary is qualified in its entirety by reference to the full text of the
Amendment to the By-Laws that follows.
Amendment
of
the
By-Laws
of
BioDrain
Medical, Inc.
Article I
Section 5 of the By-Laws is hereby amended to read in its entirety as
follows:
“Section
5. Voting
Rights. Every holder of
record, as provided below, of Common Stock shall be entitled to vote, in person
or by proxy executed in writing and delivered to the Secretary at or before the
meeting, and he shall be entitled to one vote for each share standing in his
name; provided that no proxy shall be voted if executed more than one year prior
to the date of such meeting except as may otherwise be provided by the Board of
Directors from time to time. The Board of Directors may fix a date at
least ten (10) but not exceeding sixty (60) days preceding the date of any
meeting of the stockholders of the Company, as a record date for the
determination of the stockholders entitled to notice of and to vote at such
meeting, and in such case only stockholders of record on the date so fixed or
their legal representatives shall be entitled to notice of and to vote at such
meeting.”