1 to the Bylaws of Solitron Devices, Inc.
is hereby certified that:
Bylaws of Solitron Devices, Inc., a Delaware corporation (the “Corporation”),
were amended by deleting Article V thereof in its entirety
and replacing Article V with the
CERTIFICATES AND THEIR TRANSFER
of the capital stock of the Corporation may be certificated or uncertificated,
as provided under the General Corporation Law of the State of Delaware. Upon
request, every holder of stock in the Corporation shall be entitled to have
certificate signed by, or in the name of the Corporation by, the Chairman of
Board or the Vice-Chairman of the Board or the President of a Vice-President
by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary of the Corporation, certifying the number of shares owned by him
the Corporation. If the Corporation shall be authorized to issue more than
class of stock or more than one series of any class, the designations,
preference and relative, participating, optional or other special rights of
class of stock or series thereof and the qualification, limitations or
restriction of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in Section 202 of the General Corporation Law of the State
Delaware, in lieu of the foregoing requirements, there may be set forth on
face or back of the certificate which the Corporation shall issue to represent
such class or series of stock, a statement that the Corporation will furnish
without charge to each stockholder who so requests the designations, preferences
and relative, participating, optional or other special rights of each class
stock or series thereof and the qualifications, limitations or restriction
such preferences and/ or rights.
or all the signatures, as well as the seal of the Corporation, appearing on
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of
Board of Directors may direct a new certificate or certificates to be issued
place of any certificate or certificates theretofore issued by the Corporation
alleged to have been lost, stolen, or destroyed. When authorizing such issue
a new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of
lost, stolen, or destroyed certificate or certificates, or his legal
representative, to give the Corporation a bond equivalent to such sum as may
made against the Corporation on account of the alleged loss, theft or
destruction of any such certicate or the issuance of such new certificate.
replacement of a lost certicate may be in a certificated or uncertificated
pursuant to the provisions of Section 1 of Article V.
Transfers of stock shall be made on the books of the Corporation in the case
uncertificated shares of stock upon receipt of proper transfer instructions
the registered holder of the shares or by such person’s attorney-in-fact
lawfully constituted in writing and in the case of certificated shares upon
surrender to the Corporation or the transfer agent of the Corporation of a
certificate for share duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Corporation to issue a record of ownership in a certificated or uncertificated
person entitled thereto, cancel the old certificate (if applicable) and record
the transaction upon its records provided, however, that the Corporation shall
be entitled to recognize and enforce any lawful restriction on transfer.
Whenever any transfer of stock shall be made for collateral security, and not
absolutely, it shall also be so expressed in the entry of transfer if, when
certificates are presented to the Corporation for transfer, both the transferor
and the transferee request the Corporation to do so.
Agents and Registrars.
Board of Directors may appoint, or authorize any officer or officers to appoint,
one or more transfer agents and one or more registrars.
Board of Directors may make such additional rules and regulations, not
inconsistent with these By-Laws, as it may deem expedient concerning the issue,
transfer and registration of certicates for shares of stock of the
the Record Date.
that the Corporation may determine the stockholders entitled to notice or to
vote at any meeting of stockholders or any adjournment thereof, or to express
consent to corporate action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or exchange
of stock or for the purpose of any other lawful action, the Board of Directors
may fix, in advance, a record date, which shall not be more than sixty nor
than ten days before the day of such meeting, nor more than sixty days prior
any other action. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of
meeting provided, however, that the Board of Directors may fix a new record
for the adjourned meeting.
Corporation shall be entitled to recognize the exclusive right of a person
registered on its records as the owner of shares of stock to receive dividends
and to vote as such owner shall be entitled to hold liable for calls and
assessments a person registered on its records as the owner of shares of stock,
and shall not be bound to recognize any equitable or other claim to or interest
in such share or shares of stock on the part of any other person, whether or
it shall have express or other notice thereof, except as otherwise provided
the laws of Delaware.
amendment of Bylaws herein certified has been duly adopted in accordance
with the provisions of the Certificate of Incorporation
and Bylaws of the Corporation.
|Date: December 12, 2007
Chairman of the Board,
Chief Financial Officer.