EXHIBIT 3.4
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BYLAW AMENDMENT
RESOLVED, that pursuant to Section 10.1 of the Bylaws and
Article VII of the Restated Certificate of Incorporation, as amended,
of the Corporation, Section 4.1 of the Bylaws is hereby amended to read
in its entirety as follows:
SECTION 4.1. EXECUTIVE COMMITTEE. The Board of
Directors may, by resolution passed by a majority of the whole
Board, designate directors of the Corporation in such number
as the Board shall see fit, but not less than two (2), as an
Executive Committee which shall have and may exercise, during
intervals between meetings of the Board, the powers of the
Board of Directors in the management of the business and
affairs of the Corporation (including, but without limitation,
the authority, pursuant to Section 141(c) of the Delaware
General Corporation Law, to adopt, authorize and approve
changes to each certificate of designations that may be
approved by the Board of Directors on and after January 10,
1999, and the powers of the Board of Directors as specified in
these By-Laws), and may authorize the seal of the Corporation
to be affixed to all papers which may require it; but such
committee shall not have the power or authority in reference
to approving or adopting, or recommending to the stockholders,
any action or matter expressly required by the Delaware
General Corporation Law to be submitted to stockholders for
approval or adopting, amending or repealing any bylaw of the
Corporation; and unless these bylaws or the Certificate of
Incorporation expressly so provide, such committee shall not
have the power or authority to declare a dividend, to
authorize the issuance of stock (except in connection with a
certificate of designations previously approved by the whole
Board), or to adopt a certificate of ownership and merger
pursuant to Section 253 of the Delaware General Corporation
Law. The Board of Directors shall designate one of the members
of the Executive Committee to be the Chairman of said
Committee. Each member of the Executive Committee shall
continue to act as such only so long as he shall be a director
of the Corporation and only during the pleasure of a majority
of the total number of directors of the Corporation at the
time in office. In the absence or disqualification of a member
of the Executive Committee, the member or members present at
any meeting and not disqualified from voting, whether or not
he/she or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting
in the place of any such absent or disqualified member.
The undersigned, Secretary of Executive TeleCard, Ltd., does
hereby certify that the foregoing Bylaw Amendment was duly adopted by the Board
of Directors on March 12, 1999.
/s/ W.P. Colin Smith
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W.P. Colin Smith
Vice President of Legal Affairs,
General Counsel and Secretary
Executive TeleCard, Ltd.
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