AMENDMENT
NO. 2 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
2.2 of Article 2 of the Bylaws is amended and restated in its entirety to read
as follows:
“2.2 Number;
Election and Qualification. Unless otherwise provided in the
certificate of incorporation, the number of directors which shall constitute the
whole board of directors shall be determined by resolution of the stockholders
or the board of directors,- but in no event shall be less than
three. Unless otherwise provided in the certificate of incorporation,
the number of directors may be decreased at any time and from time to time
either by the stockholders or by a majority of the directors then in office, but
only to eliminate vacancies existing by reason of the death, resignation,
removal or expiration of the term of one or more directors. The
directors shall be elected at the annual meeting of stockholders by such
stockholders as have the right to vote in such election. Directors
need not be stockholders of the corporation.”
2. 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 July 20, 2009.
IN WITNESS WHEREOF, I have hereunto
subscribed my name as of this 22nd day of
July, 2009.
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/s/ George
Carpenter
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George
Carpenter, Secretary |