AMENDMENT
NO. 1 TO
BYLAWS
OF
CNS
RESPONSE, INC.
The
Bylaws (the “BYLAWS”) of CNS Response, Inc., a Delaware corporation (the
“CORPORATION”) formerly known as “Age Research, Inc.,” are hereby amended as
follows:
1. Section
1.2 of Article 1 of the Bylaws is amended and restated in its entirety to read
as follows:
“1.2 Annual
Meetings. The annual meeting of stockholders for the election or directors and
for the transaction of such other business as may properly be brought before the
meeting, shall be held on the second Tuesday of the third month after the end of
the Corporation's fiscal year, at a time fixed by the board of directors or the
president. If this date shall fall upon a legal holiday, then such meeting shall
be held on the next succeeding business day at the same hour. If no annual
meeting is held in accordance with the foregoing provisions, the board of
directors shall either (i) cause the annual meeting to be held as soon
thereafter as convenient or (ii) cause a special meeting to be held in lieu of
the annual meeting, and any action taken at that special meeting shall have the
same effect as if it had been taken at the annual meeting, and in such case all
references in these Bylaws to the annual meeting of the stockholders shall be
deemed to refer to such special meeting. The power to call annual
meetings of stockholders or special meetings of stockholders in lieu of annual
meetings is reserved and vested in the board of directors only; the rights of
the stockholders of the Corporation to request the calling of a special meeting
pursuant to Section 1.3 of the Bylaws shall not apply to this Section
1.2.”
2. Section
1.3 of Article 1 of the Bylaws is amended and restated in its entirety to read
as follows:
“1.3 Special
Meetings. Special meetings of stockholders may be called at any time by the
chairman of the board of directors or by the board of directors. In
addition, the record holders of not less than twenty-five percent (25%) of the
issued and outstanding shares entitled to vote at an annual meeting of
stockholders may at any time submit a written request to the Board for the
calling of a special meeting of stockholders. Such written request
shall specify (i) the name and address of the stockholder or stockholders making
the request, (ii) the number of shares held by each such stockholder and (iii)
the proposal or proposals to be presented at the special
meeting. Promptly following the receipt of a proper request under
this Section 1.3, the board of directors shall take the necessary steps under
the certificate of incorporation, the Bylaws, applicable Delaware and applicable
federal securities laws to call a special meeting of the stockholders to be held
within a reasonable period of time after such written stockholder request,
taking into account all applicable laws and legal requirements imposed on the
Corporation in connection with the calling and conduct of a special
meeting. To the extent that applicable laws and legal requirements
require information to be provided to the Corporation’s stockholders with
respect to the requested special meeting or the matters to be acted on at the
requested special meeting, the board’s obligations to the requesting
stockholder(s) as set forth in this Section 1.3 are conditioned upon the
cooperation of such requesting stockholder(s) in providing such information and
assisting the Corporation in complying with all applicable laws and legal
requirements.”
3. Except
as set forth above, the remaining provisions of the Bylaws shall not be amended
hereby and shall remain in full force and effect in accordance with their
respective terms.
CERTIFICATE
OF SECRETARY
I, the
undersigned, do hereby certify:
(1) that
I am the duly elected and acting Secretary of CNS Response, Inc., a Delaware
corporation (the “CORPORATION”); and
(2) that
the foregoing amendment to the Corporation’s Bylaws, constituting one (1) page,
has been duly adopted by the Board of Directors of the Corporation at a duly
noticed meeting held on June 26, 2009.
IN
WITNESS WHEREOF, I have hereunto subscribed my name as of this 30th day of
June, 2009.
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/s/ George
Carpenter
George
Carpenter, Secretary
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