EXHIBIT 3.6
AMENDMENT TO BYLAWS OF IDEC PHARMACEUTICALS CORPORATION -- DECEMBER 21, 2001
The Bylaws of the corporation are hereby amended as follows:
1. Section 5 of Article II of the Bylaws is hereby amended and, as so
amended, restated to read in its entirety as follows:
"Section 5. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statue or by the
certificate of incorporation, may only be called by the chief executive
officer, the president or the Chairman of the Board and shall be called
by the chief executive officer, the president or the secretary at the
request in writing of a majority of the Board of Directors."
2. Section 7 of Article III of the Bylaws is hereby amended and, as so
amended, restated to read in its entirety as follows:
"Section 7. Special meetings of the board may be called by the
chief executive officer or the president on two (2) days' notice to
each director by mail or forty-eight hours notice to each director
either personally or by telegram; special meetings shall be called by
the chief executive officer, the president or the secretary in like
manner and on like notice on the written request of two directors
unless the board consists of only one director, in which case special
meetings shall be called by the president or secretary in like manner
and on like notice on the written request of the sole director."
3. Sections 1 through 10 of Article V of the Bylaws are hereby amended
and, as so amended, restated to read in their entirety as follows:
"ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by
the Board of Directors and shall be a chief executive officer, a
president, a chief financial officer and a secretary. The Board of
directors may elect from among its members a Chairman of the Board and
a Vice Chairman of the Board. The Board of Directors may also choose
one or more vice-presidents, assistant chief financial officers and
assistant secretaries. Any number of officers may be held by the same
person, unless the certificate of incorporation or these bylaws
otherwise provide.
Section 2. The Board of Directors at its first meeting after
each annual meeting of stockholders shall choose a chief executive
officer, a president, a chief financial officer and a secretary and may
choose vice presidents.
Section 3. The Board of Directors may appoint such other
officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board.
Section 4. The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors.
Section 5. The officers of the corporation shall hold office
until their successors are chosen and qualify. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors. Any vacancy
occurring in any office of the corporation shall be filled by the Board
of Directors.
The Chairman of the Board
Section 6. The Chairman of the Board, if any, shall preside at
all meetings of the Board of Directors and of the stockholders at which
he shall be present. He shall have and may exercise such powers as are,
from time to time, assigned to him by the Board and as may be provided
by law.
Section 7. In the absence of the Chairman of the Board, the
Vice Chairman of the Board, if any, shall preside at all meetings of
the Board of Directors and of the stockholders at which he shall be
present. He shall have and may exercise such powers as are, from time
to time, assigned to him by the Board and as may be provided by law.
The Chief Executive Officer
Section 8. Subject to such supervisory powers, if any, as may
be given by the Board to the Chairman of the Board, the chief executive
officer shall preside at all meetings of the stockholders and in the
absence of the Chairman of the Board, or if there be none, at all
meetings of the Board, shall have general and active management of the
business of the corporation and shall see that all orders and
resolutions of the Board are carried into effect. He or she shall
execute bonds, mortgages and other contracts requiring a seal, under
the seal of the corporation, except where required or permitted by law
to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board to some
other officer or agent of the corporation.
The President and Vice-Presidents
Section 9. The president shall, in the event there be no chief
executive officer or in the absence of the chief executive officer or
in the event of his or her disability or refusal to act, perform the
duties of the chief executive officer, and when so acting, shall have
the powers of and subject to all the restrictions upon the chief
executive officer. The president shall perform such other duties and
2
have such other powers as may from time to time be prescribed for such
person by the Board, the Chairman of the Board, the chief executive
officer or these bylaws.
Section 10. The vice-president (or in the event there be more
than one, the vice-presidents in the order designated by the directors,
or in the absence of any designation, in the order of their election),
shall, in the absence of the president or in the event of his or her
disability or refusal to act, perform the duties of the president, and
when so acting, shall have the powers of and subject to all the
restrictions upon the president. The vice-president(s) shall perform
such other duties and have such other powers as may from time to time
be prescribed for by the Board, the president, the Chairman of the
Board or these bylaws."
3