EXHIBIT 3.5
UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS OF
MANNATECH, INCORPORATED
The undersigned, being all of the members of the Board of Directors
(the "Board') of Mannatech, Incorporated, a Texas corporation (the
"Corporation"), do hereby waive notice and consent that when they shall
have signed this consent, or identical counterparts hereof, the following
resolutions shall then be deemed to be adopted, to the same extent and
with the same force and effect as if adopted by a unanimous vote at a
formal meeting of the Board duly called and held for the purpose of
acting upon the proposal to adopt such resolutions, all in accordance
with Article 9.10(B) of the Texas Business Corporation Act:
Amendment to Bylaws
WHEREAS, Article IX of the Corporation's Second Amended and Restated
Bylaws, as amended, (the "Bylaws") vests the Board with the power to
amend certain Bylaws;
WHEREAS, Article 11, Section 3 of the Bylaws currently requires that
an annual meeting of shareholders be held within 13 months of the most
recent annual meeting of shareholders; and
WHEREAS, the Board deems it to be in the best interests of the
Corporation to amend and restate Article 11, Section 3 of the Bylaws;
RESOLVED, that Article II, Section 3 of the Bylaws is deleted in its
entirety and is replaced by the following:
"SECTION 3. ANNUAL MEETINGS. An annual meeting of the shareholders,
for the election of directors to succeed those whose terms expire
and for the transaction of other business as may properly come
before the meeting, shall be held at such place, within or without
the State of Texas, on such date and such time as the Board of
Directors shall fix and set forth in the notice of the meeting,
which date shall be within 180 days subsequent to the end of the
Corporation's most recent fiscal year."
General Resolution
RESOLVED, that the proper officers of the Corporation hereby are
severally authorized and empowered to sign, execute, certify to, verify,
acknowledge, deliver, accept, file, and accord any and all instruments,
agreements, and documents, and to take, or cause to be taken, any and all
actions, in the name and on behalf of the Corporation or otherwise, as
any such officer shall, in such officer's sole discretion, deem necessary
or desirable and in the best interest of the Corporation in order to
effect the foregoing resolutions, and in order to carry out the purposes
of the foregoing resolutions, and such officer's signature, or such
actions taken by such officer, shall be conclusive evidence that such
officer did deem same to be necessary or desirable and in the best
interest of the Corporation in order to effect such purposes.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned do hereby execute this unanimous
consent to be effective as of this 6th day of March 2000.
/s/ CHARLES E. FIORETTI
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Charles E. Fioretti, Director
/s/ SAMUEL L. CASTER
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Samuel L. Caster, Director
/s/ ANTHONY E. CANALE
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Anthony E. Canale, Director
/s/ STEVEN A. BARKER
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Steven A. Barker, Director
/s/ CHRIS T. SULLIVAN
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Chris T. Sullivan, Director
/s/ JAMES M. DOYLE JR.
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James M. Doyle, Jr., Director
/s/ TERRY L. PERSINGER
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Terry L. Persinger, Director