EXHIBIT 3.2
AMENDMENTS TO THE BYLAWS OF
MARKET CENTRAL, INC.
ADOPTED AS OF FEBRUARY 6, 2003
Section 1.1 of the By-Laws of the Corporation is hereby amended by deleting
Section 1.1 in its entirety and substituting in lieu thereof the following new
Section 1.1:
SECTION 1.1 ANNUAL MEETING. The regular annual
meeting of the stockholders for the election of directors
and the transaction of whatever other business may
properly come before the meeting shall be held at the
principal office of the Corporation, at 10 o'clock, a.m.,
on the first Wednesday of February of each year, or at
such other date, time and place as the Board of Directors
may designate.
The last sentence of Section 1.7 of the By-Laws of the Corporation is hereby
amended to read as follows:
At all meetings of stockholders, all questions shall,
unless otherwise provided by law or by the Certificate of
Incorporation or these By-Laws, be decided by the vote of
the holders of a majority of the outstanding shares of
all classes of stock entitled to vote thereon present in
person or by proxy at the meeting, voting as a single
class.
Section 2.2 of the By-Laws of the Corporation is hereby amended by insertion of
the following as the second sentence of such Section:
Directors shall be elected by a plurality of the votes of
the shares present in person or represented by proxy at
the meeting and entitled to vote on the election of
directors.
Article IV of the By-Laws of the Corporation is hereby amended by deleting
Article IV in its entirety and substituting in lieu thereof the following new
Article IV:
ARTICLE IV
OFFICERS
SECTION 4.1 CHAIRMAN OF THE BOARD. The Board of
Directors may appoint one of its members to be Chairman
of the Board to serve at the pleasure of the Board. The
duties of the Chairman shall be to preside at all
meetings of the Board of Directors or the stockholders
and to provide a proposed agenda for all such meetings.
The Chairman shall also have and may exercise such
further
powers and duties as from time to time may be determined
by the Board of Directors.
SECTION 4.2 PRESIDENT. The Board of Directors shall
appoint one of its members to be President of the
Corporation. In the absence of the Chairman, the
President shall preside at all meetings of the Board or
the stockholders. The President shall also have and may
exercise such further powers and duties as from time to
time may be determined by the Board of Directors.
SECTION 4.3 CHIEF EXECUTIVE OFFICER. The Board of
Directors shall appoint a Chief Executive Officer. The
Chief Executive Officer shall have and may exercise all
the powers and duties pertaining, by law, regulation or
practice, to the position of Chief Executive Officer and
shall have and may exercise such further powers and
duties as from time to time may be determined by the
Board of Directors. Unless the Chairman or another
executive officer or group shall have been so designated
and empowered by the Board of Directors, the President
shall be the Chief Executive Officer of the Corporation.
SECTION 4.4 VICE PRESIDENTS. The Board of Directors
may appoint one or more Vice Presidents, with or without
designation as Executive Vice President, Senior Vice
President or other title differentiation as it deems
appropriate. Each Vice President shall have and may
exercise any and all powers and duties which may be
determined by the Board of Directors or the Chief
Executive Officer. One Vice President may be designated
by the Board of Directors, in the absence of the
President, to perform all the duties of the President.
SECTION 4.5 SECRETARY. The Board of Directors shall
appoint a Secretary, who shall be Secretary of the Board
and of the Corporation, and shall keep accurate records
of all proceedings of the Board and of the stockholders.
The Secretary shall attend to the giving of all notices
required by these By-laws to be given, shall be custodian
of the corporate seal, and shall have and may exercise
any and all other powers and duties pertaining, by law,
regulation or practice, to the office of Secretary. The
Secretary shall also have and may exercise such other
powers and duties as may be determined by the Board of
Directors, the Chairman of the Board or the Chief
Executive Officer.
SECTION 4.6 CHIEF FINANCIAL OFFICER. The Board of
Directors shall appoint a Chief Financial Officer who
shall have charge of all funds and securities of the
Corporation. The Chief Financial Officer shall have and
may exercise any and all other powers and duties
pertaining, by law, regulation or practice, to the office
of Chief Financial Officer or Treasurer. The Chief
Financial Officer shall also have and may exercise such
other powers and duties as may be determined by the Board
of Directors or the Chief Executive Officer.
SECTION 4.7 TERM OF OFFICE; RESIGNATION; REMOVAL;
VACANCIES. Except as otherwise provided in the resolution
of the Board of Directors electing any
officer, each officer shall hold office until a successor
shall have been duly elected and shall have qualified, or
until the expiration of such officer's term in office if
elected or appointed for a specified period of time, or
until his or her earlier death, retirement, termination,
resignation or removal. Any officer may resign at any
time upon written notice to the Board or to the Chief
Executive Officer of the Corporation. Such resignation
shall take effect at the time specified therein, and
unless otherwise specified therein no acceptance of such
resignation shall be necessary to make it effective. The
Board may remove any officer with or without cause at any
time, provided that such action by the Board shall
require the vote of a majority of the whole Board. Any
such removal shall be without prejudice to the
contractual rights of such officer, if any, with the
Corporation, but the election of an officer shall not of
itself create contractual rights. Any vacancy occurring
in any office of the Corporation by death, resignation,
removal or otherwise shall or may be filled for the
unexpired portion of the term by the Board at any regular
or special meeting.