Xybernaut Corp – ‘8-K’ for 4/23/05 – EX-3.(II)

On:  Thursday, 4/28/05, at 4:41pm ET   ·   For:  4/23/05   ·   Accession #:  910680-5-327   ·   File #:  0-21013

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     23K 
 2: EX-3.(II)   Ex-3(Ii).1; Text of Amendments                         2      9K 
 3: EX-99       Ex-99.1; Press Release                                 2     11K 

EX-3.(II)   —   Ex-3(Ii).1; Text of Amendments

EX-3.(II)
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                                                                 EXHIBIT 3(ii).1

         "SECTION II.3 NOTICE OF SPECIAL MEETINGS. The Secretary, or any officer
or director of the corporation, shall give each director notice of the time and 
place of holding of special meetings of the Board of Directors at least         
twenty-four hours before the meeting, whether by mail, e-mail, facsimile,       
telephone, telegram, cable, radiogram, or personal service. Unless otherwise    
stated in the notice thereof, any and all business may be transacted at any     
meeting without specification of such business in the Notice."                  

    "SECTION VI.3 NOTICES AND WAIVERS THEREOF. (a) Whenever any notice
whatever is required by law, the Certificate of Incorporation, or these Bylaws  
to be given to any stockholder, director, or officer, such notice, except as    
otherwise provided by law, may be given personally, or by mail, or, in the case 
of directors or officers, by e-mail, facsimile, telephone, telegram, cable, or  
radiogram, addressed to such address as appears on the books of the corporation.
Any notice given by e-mail, facsimile or telephone shall be deemed delivered    
when such notice is received; any telegram, cable, or radiogram shall be deemed 
to have been given when it shall have been delivered for transmission, and any  
notice given by mail shall be deemed to have been given when it shall have been 
deposited in the United States mail with postage thereon prepaid."              

 "SECTION III.1    EXECUTIVE OFFICERS. The executive officers of
the corporation shall be a President, one or more Vice Presidents, a Treasurer, 
and a Secretary, each of whom shall be elected by the Board of Directors. The   
Board of Directors may elect or appoint such other officers (including one or   
more Chairman of the Board, a Controller and one or more Assistant Treasurers   
and Assistant Secretaries) as it may deem necessary or desirable. Each officer  
shall hold office for such term as may be prescribed by the Board of Directors  
from time to time. Any person may hold at one time two or more offices."        

    "SECTION III.2 POWERS AND DUTIES. The Chairman of the Board or the
Co-Chairmen of the Board shall preside at all meetings of the stockholders and  
of the Board of Directors. In the absence of the Chairman of the Board or the   
Co-Chairmen of the Board, or if the Company does not have a Chairman Co-Chairmen
of the Board, then the President shall preside at all meetings of the           
stockholders and of the Board of Directors. If there shall be Co-Chairmen, each 
shall be entitled, severally, to exercise the full powers of the Office of the  
Chairman of the Board, which shall be equivalent to the power of the President  
and Chief Executive Officer of the corporation, except where by law the         
signature of the President is required. The President shall be the chief        
executive officer of the corporation. In the absence of the President, a Vice   
President appointed by the President or, if the President fails to make such    
appointment, by the Board, shall perform all the duties of the President. The   
officers and agents of the corporation shall each have such powers and authority
and shall perform such duties in the management of                              

EX-3.(II)
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the business, property, and affairs of the corporation as generally pertain to  
their respective offices, as well as such powers and authorities and such duties
as from time to time may be prescribed by the Board of Directors."              

   "SECTION VI.5 ANTI-TAKEOVER AMENDMENTS. (a) The holders of shares
entitled at the time to vote for the election of directors shall have power to  
adopt, amend, or repeal the Bylaws of the corporation by vote of not less than a
majority of such shares. In addition, except as otherwise provided by law or in 
the Certificate of Incorporation or Bylaws, the Board of Directors shall have   
power equal in all respects to that of the stockholders to adopt, amend, or     
repeal the Bylaws by vote of not less than a majority of the entire Board, or in
the event that an Executive Committee or an Executive Committee subcommittee has
been given full power and authority to act on behalf of the Board, then such    
Executive Committee or Executive Committee subcommittee shall have power equal  
in all respects to that of the stockholders and the Board to adopt, amend, or   
repeal the Bylaws by vote of not less than a majority of the members of such    
Executive Committee or Executive Committee subcommittee, as the case may be.    
However, any Bylaw adopted by the Board, or by such Executive Committee or      
Executive Committee subcommittee, may be amended or repealed by vote of the     
holders of a majority of the shares entitled at the time to vote for the        
election of directors."