CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED BYLAWS OF CRYOPORT, INC.
Published on October 15, 2009
Exhibit
3.18
CERTIFICATE
OF AMENDMENT OF
AMENDED
AND RESTATED BYLAWS
OF
CRYOPORT,
INC.
I hereby
certify that I am the duly elected, qualified and acting Secretary of CryoPort,
Inc., a Nevada corporation (the “Corporation”), and that the
Board of Directors of the Corporation adopted the following resolutions amending
the Bylaws of the Corporation at a duly held meeting of the Board of Directors
on October 9, 2009:
1. The Company’s Amended and Restated
Bylaws (the “Bylaws”)
are hereby amended by deleting Article 6, Section 6.1(a) thereof in its entirety
and inserting the following in lieu thereof:
“(a) The shares of the corporation’s stock may be
certificated or uncertificated, as provided under Nevada law, and shall be
entered in the books of the corporation and registered as they are
issued. Any certificates representing shares of stock shall be in
such form as the Board of Directors shall prescribe, certifying the number and
class of shares of the stock of the corporation owned by the
shareholder. Any certificates issued to any shareholder of the
corporation shall bear the name of the corporation and state that it is organized under the laws of the
State of Nevada, the name of the shareholder, and the number and class (and the
designation of the series, if any) of the shares represented. Each
certificate shall be signed either manually or by facsimile, by (i) the
president or a vice president and (ii) by the secretary or an assistant
secretary, and may be sealed with the seal of the corporation or a facsimile
thereof. If applicable, each certificate for shares shall be
consecutively number or otherwise identified.
Within a
reasonable time after the issuance or transfer of uncertificated stock, the
corporation shall send to the registered owner thereof a written notice that
shall set forth the name of the corporation, that the corporation is organized
under the laws of the State of Nevada, the name of the shareholder, the number
and class (and the designation of the series, if any) of the shares represented,
and any restrictions on the transfer or registration of such shares of stock
imposed by the corporation’s articles of incorporation, these Bylaws, any
agreement among shareholders or any agreement between shareholders and the
corporation.”
2. The Bylaws are hereby amended by deleting
Article 6, Section 6.1(b) thereof in its entirety and inserting the following in
lieu thereof:
“(b) Legend
as to Class or Series - If the corporation is authorized to issue different
classes of shares or different series within a class, the designations, relative
rights, preferences, and limitations applicable to each class and the variations
in rights, preferences, and limitations determined for each series (and the
authority of the Board of Directors to determine variations for future series)
must be summarized on the front or back of the certificate (if certificates for
such shares are issued) indicating that the corporation will furnish the
shareholder this information on request in writing and without
charge.”
3. The Bylaws are hereby amended by deleting
Article 6, Section 6.1(d) thereof in its entirety.
4. The Bylaws are hereby amended by deleting
Article 6, Section 6.2 thereof in its entirety and inserting the following in
lieu thereof:
“6.2 REGISTRATION
OF THE TRANSFER OF SHARES.
Upon
surrender to the corporation or the transfer agent of the corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignation or authority to transfer, it shall be the duty of the
corporation to issue a new certificate or evidence of the issuance of
uncertificated shares to the shareholder entitled thereto, cancel the old
certificate and record the transaction upon the corporation’s
books. Upon the surrender of any certificate for transfer of stock,
such certificate shall at once be conspicuously marked on its face “Cancelled”
and filed with the permanent stock records of the corporation.
Upon the
receipt of proper transfer instructions from the registered owner of
uncertificated shares, such uncertificated shares shall be cancelled, issuance
of new equivalent uncertificated shares or certificated shares shall be made to
the shareholder entitled thereto and the transaction shall be recorded upon the
books of the corporation. If the corporation has a transfer agent or
registrar acting on its behalf, the signature of any officer or representative
thereof may be in facsimile.
The Board
of Directors may appoint a transfer agent and one or more co-transfer agents and
registrar and one or more co-registrars and may make or authorize such agent to
make all such rules and regulations deemed expedient concerning the issue,
transfer and registration of shares of stock.”
5. The Bylaws are hereby amended by adding
the following as Article 6, Section 6.5 to read in its entirety as
follows:
“6.5 LOST,
STOLEN OR DESTROYED CERTIFICATES.
Any
person claiming a share certificate to be lost, stolen or destroyed shall make
an affidavit or affirmation of the fact in such manner as the Board of Directors
may require and shall, if the Board of Directors so requires, give the
corporation a bond of indemnity in form and amount, and with one or more
sureties satisfactory to the Board of Directors, as the Board of Directors may
require, whereupon the corporation may issue (i) a new certificate or
certificates of stock or (ii) uncertificated shares in place of any certificate
or certificates previously issued by the corporation alleged to have been lost,
stolen or destroyed.”
6. The Bylaws are hereby amended by adding
the following as Article 2, Section 2.14 to read in its entirety as
follows:
“2.14 NATURE OF
BUSINESS AT MEETINGS OF THE SHAREHOLDERS.
No
business (other than nomination of directors pursuant to Article 2, Section 2.15
of these Bylaws) may be transacted at any annual meeting of the shareholders, or
at any special meeting of the shareholders, other than business that is (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors (or any duly authorized committee
thereof) or the president, (b) otherwise properly brought before the meeting by
or at the direction of the Board of Directors (or any duly authorized committee
thereof), the chairman of the board or the president or (c) otherwise properly
brought before the meeting by any shareholder of the corporation (i) who is a
shareholder of record on the date of the giving of the notice provided for in
this Section 2.14 and on the record date for the determination of shareholders
entitled to vote at such meeting and (ii) who complies with the notice
procedures set forth in this Section 2.14. In addition to any other
applicable requirements, for business to be properly brought by a shareholder
before an annual meeting, or at any special meeting, of the shareholders, such
shareholder must have given timely notice thereof in proper written form to the
secretary of the corporation.
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To be
timely, a shareholder’s notice to the secretary must be delivered to or mailed
and received at the corporation’s corporate headquarters (a) in the case of an
annual meeting, not less than 120 days prior to the anniversary date of the
immediately preceding annual meeting of the shareholders; provided, however, that in the
event that the annual meeting is called for a date that is not within 30 days
before or after such anniversary date, notice by the shareholder in order to be
timely must be so received not later than the close of business on the tenth day
following the day on which notice of the date of the annual meeting was mailed
or public disclosure of the date of the annual meeting was made, whichever first
occurs; and (b) in the case of a special meeting of the shareholders, not later
than the close of business on the tenth day following the day on which notice of
the date of the special meeting was mailed or public disclosure of the date of
the special meeting was made, whichever first occurs.
To be in
proper written form, a shareholder’s notice to the secretary must set forth as
to each matter such shareholder proposes to bring before the annual meeting, or
at any special meeting, of the shareholders (a) a brief description of the
business desired to be brought before the meeting and the reasons for conducting
such business at the meeting, (b) the name and record address of such
shareholder, (c) the class or series and number of shares of capital stock of
the corporation which are owned beneficially or of record by such shareholder,
(d) a description of all arrangements or understandings between such shareholder
and any other person or persons (including their names) in connection with the
proposal of such business by such shareholder and any material interest of such
shareholder in such business and (e) a representation that such shareholder
intends to appear in person or by proxy at the meeting to bring such business
before the meeting.
No
business shall be conducted at the annual meeting, or at any special meeting, of
the shareholders except business brought before the meeting in accordance with
the procedures set forth in this Section 2.14. If the chairman of any
meeting determines that business was not properly brought before the meeting in
accordance with the foregoing procedures, the chairman shall declare to the
meeting that the business was not properly brought before the meeting and such
business shall not be transacted.”
7. The Bylaws are hereby amended by adding
the following as Article 2, Section 2.15 to read in its entirety as
follows:
“2.15 NOMINATION
OF DIRECTORS.
Only
persons who are nominated in accordance with the following procedures shall be
eligible for election as directors of the corporation. Nominations of
persons for election to the Board of Directors may be made at any annual meeting
of the shareholders, or at any special meeting of the shareholders, (a) by or at
the direction of the Board of Directors (or any duly authorized committee
thereof) or (b) by any shareholder of the corporation who (i) is a shareholder
of record on the date of the giving of the notice provided for in this Section
2.15 and on the record date for the determination of shareholders entitled to
vote at such meeting and (ii) complies with the notice procedures set forth in
this Section 2.15. In addition to any other applicable requirements,
for a nomination to be made by a shareholder, such shareholder must have given
timely notice thereof in proper written form to the secretary of the
corporation.
To be
timely, a shareholder’s notice to the secretary must be delivered to or mailed
and received at the corporation’s corporate headquarters of the corporation (a)
in the case of an annual meeting, not less than 120 days prior to the
anniversary date of the immediately preceding annual meeting of the
shareholders; provided, however, that in the
event that the annual meeting is called for a date that is not within 30 days
before or after such anniversary date, notice by the shareholder in order to be
timely must be so received not later than the close of business on the tenth day
following the day on which notice of the date of the annual meeting was mailed
or public disclosure of the date of the annual meeting was made, whichever first
occurs; and (b) in the case of a special meeting of the shareholders called for
the purpose of electing directors, not later than the close of business on the
tenth day following the day on which notice of the date of the special meeting
was mailed or public disclosure of the date of the special meeting was made,
whichever first occurs.
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To be in
proper written form, a shareholder’s notice to the secretary must set forth (a)
as to each person whom the shareholder proposes to nominate for election as a
director (i) the name, age, business address and residence address of the
person, (ii) the principal occupation or employment of the person, (iii) the
class or series and number of shares of capital stock of the corporation which
are owned beneficially or of record by the person and (iv) any other information
relating to the person that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with solicitations
of proxies for election of directors pursuant to Section 14 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and
regulations promulgated thereunder; and (b) as to the shareholder giving the
notice (i) the name and record address of such shareholder, (ii) the class or
series and number of shares of capital stock of the corporation which are owned
beneficially or of record by such shareholder, (iii) a description of all
arrangements or understandings between such shareholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such shareholder, (iv) a
representation that such shareholder intends to appear in person or by proxy at
the meeting to nominate the persons named in its notice and (v) any other
information relating to such shareholder that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated
thereunder. Such notice must be accompanied by a written consent of
each proposed nominee to being named as a nominee and to serve as a director if
elected.
No person
shall be eligible for election as a director of the corporation by the
shareholders unless nominated in accordance with the procedures set forth in
this Section 2.15. If the chairman of the meeting determines that a
nomination was not made in accordance with the foregoing procedures, the
chairman shall declare to the meeting that the nomination was defective and such
defective nomination shall be disregarded.”
WITNESS
my signature this 9th day of October, 2009.
| By: | /s/ Carlton M. Johnson, Jr. | |
| Carlton M. Johnson, Jr. | ||
| Secretary |
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