MAJORITY WRITTEN CONSENT
of the
STOCKHOLDERS
of
MANNATECH, INCORPORATED,
a Texas corporation
October 20, 1999
Pursuant to Sections 2.23(C) and 9.10(A)(1) of the Texas Business
Corporation Act and Article Eleven of the Amended and Restated Articles of
Incorporation of Mannatech, Incorporated, a Texas corporation (the
"Corporation"), the undersigned, being the holders of a majority of the
common stock of the Corporation, do hereby adopt the following resolutions
as of the date first above written:
AMENDMENT OF BYLAWS - BOARD OF DIRECTORS
- ----------------------------------------
RESOLVED that Article III, Section 1 of the Second Amended and
Restated Bylaws of the Corporation is deleted in its entirety and is
replaced by the following:
"POWER; NUMBER; TERM OF OFFICE, ELECTION. The powers of the
Corporation shall be exercised by or under the authority of, and the
business and affairs of the Corporation shall be managed by the Board of
Directors except as the Board of Directors shall delegate the power to so
manage to the Executive Committee or other committee. Directors need not
be residents of the State of Texas or shareholders of the Corporation.
Unless otherwise provided in the Amended and Restated Articles of
Incorporation, the number of directors that shall constitute the Board of
Directors, which shall not be less than three, shall be determined from
time to time either (i) by resolution of the Board of Directors (provided
that no decrease in the number of directors that would have the effect of
shortening the term of an incumbent director may be made by the Board of
Directors) or (ii) by the shareholders at an annual meeting or a special
meeting called for that purpose. The current number of directors is hereby
set at seven. Each director shall hold office until his or her successor
is elected and qualified or until his or her earlier death, resignation or
removal.
The directors shall be divided into three classes as nearly equal in
number as possible and one class of directors shall be elected by plurality
vote at each annual meeting of shareholders to hold office for a three-year
term. Each director, including a director elected to fill a vacancy, shall
hold office until the expiration of the term for which elected and until a
successor has been elected and qualified. No decrease in the number of
directors shall have the effect of shortening the term of any incumbent
director."
APPOINTMENT OF DIRECTORS
- ------------------------
RESOLVED that James Doyle is hereby appointed as a director of
the Corporation to fill the vacancy created by the increase in the size of
the Board of Directors, effective immediately. Mr. Doyle's term as a
director shall expire in the year 2002.
AMENDMENT OF BYLAWS - MEETINGS OF THE BOARD OF DIRECTORS
- --------------------------------------------------------
RESOLVED that Article III, Section 4 of the Second Amended and
Restated Bylaws of the Corporation is deleted in its entirety and is
replaced by the following:
"MEETINGS; ORDER OF BUSINESS; ATTENDANCE OF COUNSEL. Regular or
Special Meetings of the Board of Directors may be held within or outside
the State of Texas. As the first item of business at each meeting of the
Board of Directors, those directors participating in the meeting shall
elect by majority vote a chairman for the meeting; upon his or her
election, the chairman shall preside over the meeting of the Board of
Directors and shall determine the order of business to be transacted at
such meeting.
Unless authorized by a majority vote of the directors, no persons
other than directors shall be present at any meeting of the Board of
Directors. On the request of any director during a regular or special
meeting of the Board of Directors, those directors participating in the
meeting may, by majority vote, authorize such requesting director to have
personal counsel attend the meeting. The director so requesting the
attendance of counsel may participate in voting to determine whether such
attendance of counsel shall be authorized.
Attendance of a director at any meeting of the Board of Directors
shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting in not lawfully
called or convened."
AMENDMENT OF BYLAWS - SPECIAL MEETINGS
- --------------------------------------
RESOLVED that Article III, Section 6 of the Second Amended and
Restated Bylaws of the Corporation is deleted in its entirety and is
replaced by the following:
"SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by the President or by any two directors. Notice of such special
meeting may be given either (i) by the person or persons who have called
the meeting or (ii) by the Secretary upon the request of the person or
persons who have called the meeting, in each case on at least 24 hours
personal, written, electronic mail, telegraphic, cable, wireless, or
facsimile notice to each director. Such notice or any waiver thereof
pursuant to Article VIII, Section 3 hereof need not state the purpose or
purposes of such meeting."
AMENDMENT OF BYLAWS - CHAIRMAN OF THE BOARD
- -------------------------------------------
RESOLVED that Article V, Section 5 of the Second Amended and
Restated Bylaws of the Corporation is deleted in its entirety and is
replaced by the following:
"POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD. The Chairman of the
Board shall preside at all meetings of the shareholders and shall have such
other powers and duties as designated in these bylaws and as from time to
time may be assigned to that office by the Board of Directors."
AMENDMENT OF BYLAWS - NOTICE AND WAIVER OF NOTICE
- -------------------------------------------------
RESOLVED that Article VIII, Section 3 of the Second Amended and
Restated Bylaws of the Corporation is deleted in its entirety and is
replaced by the following:
"NOTICE AND WAIVER OF NOTICE. Whenever any notice is required to be
given by law, the Amended and Restated Articles of Incorporation or these
bylaws, except with respect to notices of meetings of shareholders (with
respect to which the provisions of Article II, Section 6 apply) and except
with respect to notices of special meetings of the Board of Directors (with
respect to which the provisions of Article III, Section 6 apply), said
notice shall be deemed to be sufficient if given (a) by telegraphic, cable,
telecopy, facsimile, electronic mail, or wireless transmission or (b) by
deposit of same in a post office box in a sealed prepaid wrapper addressed
to the person entitled thereto at his or her address as it appears on the
records of the Corporation, and such notice shall be deemed to have been
given on the day of such transmission or mailing, as the case may be.
Whenever notice is required to be given by law, the Amended and
Restated Articles of Incorporation or these bylaws, a written waiver
thereof, signed by the person entitled to notice, whether before or after
the time stated therein, shall be deemed equivalent to the notice required
to be given by law, the Amended and Restated Articles of Incorporation or
these bylaws, as the case may be."
ADOPTION OF BYLAW PROVISION - AMENDMENT OF BYLAWS
- -------------------------------------------------
RESOLVED that the Second Amended and Restated Bylaws of the
Corporation shall be amended to include the following paragraph as a new
Bylaw provision, to be numbered Article VIII, Section 7:
"AMENDMENT OF BYLAWS. No provision of the Corporation's bylaws which
has been adopted by the shareholders may be amended, modified or repealed,
except by the vote of a majority of the shareholders. No bylaw provision
which conflicts with or is contrary to a bylaw adopted by the shareholders
may be adopted, except by the vote of a majority of the shareholders."
* * *
IN WITNESS WHEREOF, this Majority Written Consent is hereby
executed as of the date first written above.
/s/ William C. Fioretti
------------------------------------------------
William C. Fioretti (3,917,265 shares)
/s/ William C. Fioretti
------------------------------------------------
Fioretti Family Partnership, (1,450,102 shares)
by William C. Fioretti, its General Partner
/s/ Samuel L. Caster
------------------------------------------------
Samuel L. Caster (5,713,549 shares)
/s/ Donald W. Herndon
------------------------------------------------
Donald W. Herndon (375,485 shares)
/s/ H. Reginald McDaniel
------------------------------------------------
H. Reginald McDaniel (509,569 shares)
/s/ Dick R. Hankins, Jr.
------------------------------------------------
/s/ Nancy L. Hankins
------------------------------------------------
Dick R. Hankins, Jr. and Nancy L. Hankins
(jointly with right of survivorship)
(139,800 shares)
/s/ Ray Robbins
------------------------------------------------
Ray Robbins (901,333 shares)
/s/ Charles E. Fioretti
------------------------------------------------
Charles E. Fioretti (5,357,549 shares)