EXHIBIT 3(a)
Amendments to Amended and Restated By-Laws of Clinicor, Inc. adopted by the
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Board of Directors on June 24, 1997:
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RESOLVED, that Sections 3.01, 3.02, 3.03 and 3.04 of the Amended and
Restated By-Laws of the Corporation shall be, and hereby are, amended to read in
their entirety as follows:
Section 3.01 Election. The Board of Directors, at its first meeting
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following the annual meeting of shareholders, shall elect a chairman of the
board, president, a secretary and a treasurer to hold office for one (1)
year next coming and until their successors are elected and qualify. Any
person may hold two or more offices. The Board of Directors may, from time
to time, by resolution, appoint one or more vice presidents, assistant
secretaries, assistant treasurers, transfer agents and other officers and
agents of the corporation as it may deem advisable and may prescribe their
duties and fix their compensation.
Section 3.02 Removal; Resignation; Vacancies. Any officer or agent
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elected or appointed by the Board of Directors may be removed by it
whenever, in its judgment, the best interest of the corporation would be
served thereby. Any officer may resign at any time upon written notice to
the corporation without prejudice to the rights, if any, of the corporation
under any contract to which the resigning officer is a party. Any vacancy
in any office because of death, resignation, removal, or otherwise may be
filled by the Board of Directors for the unexpired portion of the term of
such office.
Section 3.03 Chairman of the Board. The chairman of the board shall
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be the chief executive officer of the corporation and shall have full power
to direct the affairs of the corporation, subject to the supervision and
control of the Board of Directors. The chairman of the board shall preside
at all meetings of the Board of Directors and of the shareholders. The
chairman of the board shall have such other powers and duties as may from
time to time be prescribed by the Board of Directors.
Section 3.04 President. The president shall be the general manager
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and chief operating officer of the corporation, subject to the supervision
and control of the chairman of the board (to whom he shall report) and the
Board of Directors, and shall be responsible for managing the day-to-day
affairs of the corporation and implementing the directives of the chairman
of the board and the Board of Directors. The president shall have
full power to execute all resolutions and orders of the Board of Directors
not especially entrusted to some other officer of the corporation. The
president shall be authorized to sign the certificates of stock issued by
the corporation and shall perform such other duties as may be dictated by
statute or prescribed by the chairman of the board or the Board of
Directors.
The president shall be vested with all the powers and perform all the
duties of the chairman of the board whenever the chairman of the board is
absent or unable to act.
RESOLVED, that Section 8.01 of the By-Laws be amended to add a proviso
thereto, so that the entire Section, as amended, shall read as follows:
Section 8.01 Amendment. Amendments, changes and additions to these
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By-Laws may be made at any regular or special meeting of the Board of
Directors by a vote of not less than a majority of the entire Board;
provided, however, if any Section of these By-Laws expressly provides that
an amendment or change thereof requires the vote of more than a majority of
the entire Board, such Section may not be amended or changed absent the
vote specified.
RESOLVED, that there shall be added to the By-Laws a new Section 8.03,
which shall read in its entirety as follows:
Section 8.03 Statute Not Applicable. Sections 78.378 through
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78.3793, inclusive, of the Nevada Revised Statutes shall not apply to the
corporation. This Section 8.03 may be amended only by a unanimous vote of
the entire Board.
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