Exhibit
3.1
AMENDMENT
TO THE
BYLAWS
OF PHARMA-BIO SERV, INC.
WHEREAS
,
Article
VI of the Bylaws (the “Bylaws”) of Pharma-Bio Serv, Inc. (the “Company”)
provides that the Board of Directors of the Company (the "
Board
")
may
amend the Bylaws at any time; and
WHEREAS
,
the
Board has determined it to be in the best interests of the Company to amend
the
Bylaws as hereinafter set forth.
NOW,
THEREFORE
,
pursuant to the authority reserved to the Board, the Bylaws are hereby amended
as follows:
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1.
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Section
7 is amended by deleting it in its entirety and replacing it with
the
following:
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“7.
STOCKHOLDER
MEETINGS.
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TIME. An
annual meeting of stockholders for the purpose of electing directors and
transacting such other business as may come before it shall be held on such
date
and at such time as shall be fixed by the directors. A special meeting
shall be held on such date and at such time as shall be fixed by the
directors.
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PLACE.
Annual meetings and special meetings shall be held at such place, within or
without the State of Delaware, as the directors may, from time to time, fix.
Whenever the directors shall fail to fix such place, the meeting shall be held
at the registered office of the corporation in the State of
Delaware.
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CALL.
Annual meetings and special meetings may be called by the directors or by any
officer instructed by the directors to call the meeting.
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NOTICE
OR WAIVER OF NOTICE. Written notice of all meetings shall be given, stating
the
place, date, and hour of the meeting and stating the place within the city
or
other municipality or community at which the list of stockholders of the
corporation may be examined. The notice of an annual meeting shall state that
the meeting is called for the election of directors and for the transaction
of
other business which may properly come before the meeting, and shall (if any
other action which could be taken at a special meeting is to be taken at such
annual meeting) state the purpose or purposes. The notice of a special meeting
shall in all instances state the purpose or purposes for which the meeting
is
called. The notice of any meeting shall also include, or be accompanied by,
any
additional statements, information, or documents prescribed by the General
Corporation Law. Except as otherwise provided by the General Corporation Law,
a
copy of the notice of any meeting shall be given, personally or by mail, not
less than ten days nor more than sixty days before the date of the meeting,
unless the lapse of the prescribed period of time shall have been waived, and
directed to each stockholder at his record address or at such other address
which he may have furnished by request in writing to the Secretary of the
corporation. Notice by mail shall be deemed to be given when deposited, with
postage thereon prepaid, in the United States Mail. If a meeting is adjourned
to
another time, not more than thirty days hence, and/or to another place, and
if
an announcement of the adjourned time and/or place is made at the meeting,
it
shall not be necessary to give notice of the adjourned meeting unless the
directors, after adjournment, fix a new record date for the adjourned meeting.
Notice need not be given to any stockholder who submits a written waiver of
notice signed by him before or after the time stated therein. Attendance of
a
stockholder at a meeting of stockholders shall constitute a waiver of notice
of
such meeting, except when the stockholder attends the meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of
any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the stockholders need be specified in any written waiver of notice.
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STOCKHOLDER LIST. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting
of
stockholders, a complete list of the stockholders, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city or other municipality or community where
the
meeting is to be held, which place shall be specified in the notice of the
meeting, or if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who
is
present. The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
section or the books of the corporation, or to vote at any meeting of
stockholders.
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CONDUCT
OF MEETING. Meetings of the stockholders shall be presided over by one of the
following officers in the order of seniority and if present and acting - The
Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the
President, a Vice-President, or, if none of the foregoing is in office and
present and acting, by a chairman to be chosen by the stockholders. The
Secretary of the corporation, or in his absence, an Assistant Secretary, shall
act as secretary of every meeting, but if neither the Secretary nor an Assistant
Secretary is present the Chairman of the meeting shall appoint a secretary
of
the meeting.
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PROXY
REPRESENTATION. Every stockholder may authorize another person or persons to
act
for him by proxy in all matters in which a stockholder is entitled to
participate, whether by waiving notice of any meeting, voting or participating
at a meeting, or expressing consent or dissent without a meeting. Every proxy
must be signed by the stockholder or by his attorney-in-fact. No proxy shall
be
voted or acted upon after three years from its date unless such proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and, if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A proxy may be
made
irrevocable regardless of whether the interest with which it is coupled is
an
interest in the stock itself or an interest in the corporation generally.
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INSPECTORS. The directors, in advance of any meeting, may, but need not, appoint
one or more inspectors of election to act at the meeting or any adjournment
thereof. If an inspector or inspectors are not appointed, the person presiding
at the meeting may, but need not, appoint one or more inspectors. In case any
person who may be appointed as an inspector fails to appear or act, the vacancy
may be filled by appointment made by the directors in advance of the meeting
or
at the meeting by the person presiding thereat. Each inspector, if any, before
entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspectors at such meeting with strict
impartially and according to the best of his ability. The inspectors, if any,
shall determine the number of shares of stock outstanding and the voting power
of each, the shares of stock represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots,
or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots, or consents,
determine the result, and do such acts as are proper to conduct the election
or
vote with fairness to all stockholders. On request of the person presiding
at
the meeting, the inspector or inspectors, if any, shall make a report in writing
of any challenge, question, or matter determined by him or them and execute
a
certificate of any fact found by him or them. Except as otherwise required
by
subsection (e) of Section 231 of the General Corporation Law, the provisions
of
that Section shall not apply to the corporation.
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QUORUM.
The holders of a majority of the outstanding shares of stock shall constitute
a
quorum at a meeting of stockholders for the transaction of any business. The
stockholders present may adjourn the meeting despite the absence of a quorum.
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VOTING.
Each share of stock shall entitle the holder thereof to one vote. 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. Any other action shall be authorized by a majority of the votes
cast
except where the General Corporation Law prescribes a different percentage
of
votes and/or a different exercise of voting power, and except as may be
otherwise prescribed by the provisions of the certificate of incorporation
and
these Bylaws. In the election of directors, and for any other action, voting
need not be by ballot.
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2.
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Except
as modified by this Amendment, all of the terms and conditions of
the
Bylaws shall remain valid and in full force and effect.
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IN
WITNESS WHEREOF
,
the
undersigned, a duly authorized officer of the Company, has executed this
instrument as of the 3rd day of June 2008, on behalf of the Board.
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Pharma-Bio
Serv, Inc.
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By:
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/s/
Elizabeth Plaza
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Elizabeth
Plaza
Chief
Executive Officer
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