Mosaic ImmunoEngineering is a nanotechnology-based immunotherapy company developing therapeutics and vaccines to positively impact the lives of patients and their families.

Free
Message: Re: Annual Meeting-ShBoom
5
Aug 05, 2014 06:57PM
2
Aug 05, 2014 07:06PM

There is an amendment to PTSC's bylaws as follows:

Exhibit 3.7.1
CERTIFICATE OF AMENDMENT OF
BYLAWS OF
PATRIOT SCIENTIFIC CORPORATION
I hereby certify that I am the duly elected, qualified and acting Secretary of Patriot Scientific Corporation, a Delaware
corporation (the “ Corporation ”), and that the Board of Directors of the Corporation adopted a resolution amending the Bylaws of
the Corporation at a duly held meeting of the Board of Directors on November 4, 2010:
1. The Corporation’s Bylaws (the “Bylaws”) are hereby amended by deleting Section 3.01 of Article III thereof in its
entirety and inserting the following in lieu thereof:
"3.01 Annual Meeting. The annual meeting of the shareholders shall be held between the 90th and 180th day after the
Company's tax year end, at such date and time as is designated from time to time by the Board of Directors and stated in the notice of
the meeting. Such annual meeting shall be held at such place either within or without the State of Delaware as shall be designated
from time to time by the Board of Directors. Notwithstanding the foregoing, the Board of Directors may, in its sole discretion,
determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as
authorized by Section 211(a)(2) of the Delaware General Corporation Law. If so authorized, and subject to such guidelines and
procedures as the board may adopt, stockholders and proxy holders not physically present at a meeting of stockholders may, by means
of remote communication, participate in 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. Any adjourned session of any meeting shall be held at the place designated in the vote of adjournment. At each annual
meeting the shareholders shall elect a Board of Directors in accordance with the Charter and shall transact such other business as may
properly be brought before the meeting.”
2. The provisions of the Bylaws of the Corporation shall remain in full force and effect except as expressly modified herein.
I hereby certify that the foregoing is a true and correct copy of the Amendment to the Bylaws of the Corporation which was
adopted at a meeting of the Board of Directors held on November 4, 2010.
WITNESS my signature this 9th day of November, 2010.
By:
Name:
Its:
_____________________________________

Note*** Pursuant to Delaware General Corporation law

(c) A failure to hold the annual meeting at the designated time or to elect a sufficient number of directors to conduct the business of the corporation shall not affect otherwise valid corporate acts or work a forfeiture or dissolution of the corporation except as may be otherwise specifically provided in this chapter. If the annual meeting for election of directors is not held on the date designated therefor or action by written consent to elect directors in lieu of an annual meeting has not been taken, the directors shall cause the meeting to be held as soon as is convenient. If there be a failure to hold the annual meeting or to take action by written consent to elect directors in lieu of an annual meeting for a period of 30 days after the date designated for the annual meeting, or if no date has been designated, for a period of 13 months after the latest to occur of the organization of the corporation, its last annual meeting or the last action by written consent to elect directors in lieu of an annual meeting, the Court of Chancery may summarily order a meeting to be held upon the application of any stockholder or director. The shares of stock represented at such meeting, either in person or by proxy, and entitled to vote thereat, shall constitute a quorum for the purpose of such meeting, notwithstanding any provision of the certificate of incorporation or bylaws to the contrary. The Court of Chancery may issue such orders as may be appropriate, including, without limitation, orders designating the time and place of such meeting, the record date or dates for determination of stockholders entitled to notice of the meeting and to vote thereat, and the form of notice of such meeting.

http://delcode.delaware.gov/title8/c001/sc07/

2
Aug 06, 2014 03:54PM

Aug 06, 2014 04:03PM
3
Aug 06, 2014 04:32PM
Share
New Message
Please login to post a reply