Exhibit 3.1
AMENDMENT
TO
BY-LAWS
OF
FALCONSTOR SOFTWARE, INC.
Article Five, Section 5.1 of the By-Laws of Falconstor Software, Inc.
(the "Corporation") shall be deleted in its entirety and be replaced by a new
Article Five, Section 5.1 to read as follows:
The Corporation's stock may be certificated or
uncertificated, as provided under the General Corporation
Law of the State of Delaware, and shall be entered in the
books and records 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 prescribes,
and shall certify the number and class of shares of the
Corporation owned by the stockholder. Each certificate shall
be signed by or in the name of the Corporation by the
President or a Vice President, and by the Secretary or an
Assistant Secretary, or the Treasurer or an Assistant
Treasurer, certifying the number of shares owned by him or
her. Any of or all the signatures appearing on such
certificate or certificates may be a facsimile. If 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 issue.
Dated August 6, 2007
