Attached files
| file | filename |
|---|---|
| EX-3.1 - CERTIFICATES OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF THE COMPANY - PAID INC | ex3-1.htm |
| 8-K - FORM 8-K - PAID INC | payd8k_dec192016.htm |
Exhibit 3.2
EXHIBIT
3.2
AMENDMENT NO. 1 TO BYLAWS
The
following amendment to Section 3 of the Bylaws of PAID, Inc. was
approved on December 19, 2016, effective December 30,
2016.
Section
3 of Article III shall be deleted in its entirety and replaced with
the following:
The
directors of the Corporation shall be classified, with respect to
the time for which they severally hold office, into three classes:
Class I, Class II, and Class III. Each of these classes shall
be as nearly equal in number as possible. Each initial
director in Class I shall hold office for a term expiring at the
first annual meeting of the shareholders after the date of adoption
of these Bylaws (the “Adoption Date”); each initial
director in Class II shall hold office for a term expiring at the
second annual meeting of the shareholders after the Adoption Date;
and each initial director in Class III shall hold office for a term
expiring at the third annual meeting of the shareholders after the
Adoption Date. If no annual meeting is held by April 17 of
any given year, each Director’s term shall continue
automatically for another three year term until his or her
successor is duly elected at the end of such three year term,
except as otherwise required by law or as set forth
herein. At each annual meeting of shareholders following
such initial classification and election, directors elected to
succeed the directors whose terms expire at such annual meeting
shall be elected to hold office for a term expiring at the annual
meeting of shareholders in the third year following the year of
their election and until their successors have been duly elected
and qualified. If the number of directors is changed, any
increase or decrease shall be apportioned among the classes so as
to maintain or attain a number of directors in each class as nearly
equal as reasonably possible, but no decrease in the number of
directors may shorten the term of any incumbent
director.