Attached files

file filename
EX-3.2 - EXHIBIT 3.2 - SITO MOBILE, LTD.t1702846_ex3-2.htm
8-K - FORM 8-K - SITO MOBILE, LTD.t1702846_8k.htm

 

Exhibit 3.1

 

Amendment to the Bylaws of SITO Mobile LTD.

 

Effective October 20, 2017

 

Section 15 –Place of Meetings is added to Article II - Meetings of Stockholders, of the Company’s By-Laws, as a new section that reads as follows,

 

ARTICLE II. Meeting of Stockholders

 

Section 15. Place of Meetings. The Board of Directors may, in its sole discretion, determine that stockholder meetings shall not be held at any place, but may instead be held solely by means of remote communication in accordance with Section 211(a)(2) of the General Corporate Law of the State of Delaware. If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxy holders not physically present at a meeting of stockholders may, by means of remote communication (a) participate in a meeting of stockholders; and (b) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder; (ii) the Corporation shall implement reasonable measures to provide such stockholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and (iii) if any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.