EXHIBIT 3.6
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 111, Section 7, paragraph 2 of the Corporation's Second
Amended and Restated Bylaws provides, in part, that "during the period between
any two successive annual meetings of shareholders, the Board of Directors may
not fill more than two such directorships;
WHEREAS, the Board deems it to be in the best interests of the Corporation
to amend and restate Article 111, Section 7, paragraph 2 of the bylaws;
RESOLVED that Article 111, Section 7, paragraph 2 of the Bylaws is hereby
amended to read as follows:
"Any directorship to be filled by reason of an increase in the number of
directors may be filled (a) by the Board of Directors for a term of office
continuing only until the next election of one or more directors by the
shareholders; PROVIDED, HOWEVER, that during the period between any two
successive annual meetings of shareholders, the Board of Directors may not fill
more than three such directorships; or (b) by election at an annual or special
meeting of shareholders entitled to vote in the election of such directors
called for that purpose."
Board of Directors
WHEREAS, Article III, Section 1 of the Corporation's Second Amended and
Restated Bylaws provides that the Board may determine the number of directors
that constitute the Board;
WHEREAS, the Board desires to increase the size of the Board from eight
directors to nine directors;
WHEREAS, Article 111, Section 7 of the Corporation's Second Amended and
Restated Bylaws provides that, subject to certain conditions, any directorship
to be filled by reason of an increase in the number of directors may be filled
by the Board for a term of office continuing only until the next election of one
or more directors by the shareholders; and
WHEREAS, the Board desires to elect Roger Beutner to serve as a director.
NOW, THEREFORE, BE IT RESOLVED, that the Board hereby increases the size of
the Board to nine directors; and
RESOLVED FURTHER, that Roger Beutner is hereby elected to serve on the
Board for a term continuing until the next election of one or more directors by
the shareholders.
Promotion to Senior Vice President
WHEREAS, the Company deems it in the best interest of the Company that
Brad Wayment be promoted to Senior Vice President effective as of November 8,
2000. This determination is based upon Mr. Wayment's good performance,
additional duties and responsibilities, and the innovative programs he has
created.
RESOLVED FURTHER that Brad Wayment is hereby promoted to Senior Vice
President, effective as of November 8, 2000.
General
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; and
RESOLVED FURTHER, that each and every action taken by any officer of the
Corporation prior to the date of the adoption of the foregoing resolutions
which would have been authorized by the foregoing resolutions but for the fact
that such actions were taken prior to such date, be, and each is hereby,
ratified, approved, confirmed and adopted in all respects.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned do hereby execute this unanimous consent to
be effective as of this day of November 17, 2000.
/s/ CHARLES E. FIORETTI
---------------------------------
Charles E. Fioretti, Chairman
/s/ SAMUEL L. CASTER
---------------------------------
Samuel L. Caster, Director
/s/ ROBERT M. HENRY
---------------------------------
Robert M. Henry, Director
/s/ ANTHONY E. CANALE
---------------------------------
Anthony E. Canale, Director
/s/ TERRY L. PERSINGER
---------------------------------
Terry L. Persinger, Director
/s/ STEVEN A. BARKER
---------------------------------
Steven A. Barker, Director
/s/ JAMES M. DOYLE JR.
---------------------------------
James M. Doyle Jr., Director
/s/ JULES T. ZIMMERMAN
---------------------------------
Jules T. Zimmerman, Director