Exhibit 3.1
AMENDMENT
TO
CORPORATE BYLAWS
OF
EMERSON RADIO CORP.
TO
CORPORATE BYLAWS
OF
EMERSON RADIO CORP.
WHEREAS,the Board of Directors (the “Board”) of Emerson Radio Corp. (the “Corporation”) desires to amend (the “Amendment”) the Corporate Bylaws of the Corporation (the “Bylaws”) to (i) update the titles and description of the duties of the officer positions of the Corporation and (ii) provide that some or all of any or all classes or series of stock of the Corporation may be uncertificated in order for the Corporation to become eligible for participation in a direct registration system operated by a securities depository registered as a clearing agency under Section 17A(b)(2) of the Securities Exchange Act of 1934, as amended;
WHEREAS,Section 8.9 of the Bylaws authorizes the Board to amend the Bylaws; and
WHEREAS,on December 13, 2007, the Board adopted the Amendment.
NOW, THEREFORE,the Bylaws are hereby amended, effective as of December 13, 2007, as follows:
1. Amendment and Restatement of Article 5.Article 5 of the Bylaws is hereby amended and restated in its entirety, to read as follows:
“ARTICLE 5
Officers
5.1Officers; Election. As soon as practicable after the annual meeting of stockholders in each year, the Board of Directors shall elect a President and a Secretary, and it may, if it so determines, elect from among its members a Chairman of the Board and a Vice Chairman of the Board. The Board may also elect a Chief Executive Officer, one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and such other officers as the Board may deem desirable or appropriate and may give any of them such further designations or alternate titles as it considers desirable. Any number of offices may be held by the same person unless the certificate of incorporation or these by-laws otherwise provide.
5.2Term of Office; Resignation; Removal; Vacancies. Unless otherwise provided in the resolution of the Board of Directors electing any officer, each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Board or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein (or, if no time is specified, upon delivery of the notice pursuant to the foregoing sentence), 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. 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 may be filled by the Board at any regular or special meeting.
5.3Chairman of the Board. The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he or she shall be present and shall have and may exercise such powers as may, from time to time, be assigned to him or her by the Board or as may be provided by law.
5.4.Vice Chairman of the Board. 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 or she shall be present and shall have and may exercise such powers as may, from time to time, be assigned to him or her by the Board or as may be provided by law.
5.5.Chief Executive Officer. The Chief Executive Officer, if any, shall, subject to the direction of the Board, have general charge and supervision of the business of the corporation. Unless the Board has designated a Chairman of the Board or a Vice Chairman of the Board or as otherwise provided by the Board, the Chief Executive Officer shall preside at all meetings of the stockholders. The Chief Executive Officer shall perform such other duties and shall have such other powers as the Board may from time to time prescribe.
5.6.President. Unless the Board of Directors has designated the Chairman of the Board or another officer as Chief Executive Officer, the President shall be the Chief Executive Officer of the Corporation. The President shall perform such other duties and shall have such other powers as the Board of Directors may from time to time prescribe.
5.7.Vice Presidents. The Vice President or Vice Presidents, if any, at the request or in the absence of the President or during the President’s inability to act, shall perform the duties of the President, and when so acting shall have the powers of the President. If there be more than one Vice President, the Board of Directors may determine which one or more of the Vice Presidents shall perform any of such duties; or if such determination is not made by the Board, the President may make such determination; otherwise any of the Vice Presidents may perform any of such duties. The Vice President or Vice Presidents shall have such other powers and shall perform such other duties as may, from time to time, be assigned to him or her or them by the Board or the President or as may be provided by law.
5.8.Secretary. The Secretary shall have the duty to record the proceedings of the meetings of the stockholders, the Board of Directors and any committees in a book to be kept for that purpose, shall see that all notices are duly given in accordance with the provisions of these by-laws or as required by law, shall be custodian of the records of the Corporation, may affix the corporate seal to any document the execution of which, on behalf of the Corporation, is duly authorized, and when so affixed may attest the same, and, in general, shall perform all duties incident to the office of secretary of a corporation and such other duties as may, from time to time, be assigned to him or her by the Board or the President or as may be provided by law.
5.9.Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation and shall deposit or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by or under authority of the Board of Directors. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties, with such surety or sureties as the Board may determine. The Treasurer shall keep or cause to be kept full and accurate records of all receipts and disbursements in books of the Corporation, shall render to the President and to the Board, whenever requested, an account of the financial condition of the Corporation, and, in general, shall perform all the duties incident to the office of treasurer of a corporation and such other duties as may, from time to time, be assigned to him or her by the Board or the President or as may be provided by law.
5.10Other Officers. The other officers, if any, of the Corporation shall have such powers and duties in the management of the Corporation as shall be stated in a resolution of the Board of Directors which is not inconsistent with these by-laws and, to the extent not so stated, as generally pertain to their respective offices, subject to the control of the Board. The Board may require any officer, agent or employee to give security for the faithful performance of his or her duties.
5.11Compensation. The compensation of the officers of the Corporation elected or appointed by the Board, if any, shall be fixed from time to time by the Board.”
2. Amendment and Restatement of Sections 7.1 and 7.2.Sections 7.1 and 7.2 of Article 7 of the Bylaws are hereby amended and restated in their entirety, to read as follows:
“7.1Description of Certificates. The shares of the capital stock of the Corporation shall be represented by certificates in the form approved by the Board of Directors and signed in the name of the Corporation by the Chairman of the Board, Chief Executive Officer, the President or a Vice President and the Secretary or Assistant Secretary of the Corporation, and sealed with the seal of the Corporation or a facsimile thereof;provided,however, that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the Corporation shall be uncertificated shares, provided that any and all such uncertificated shares are issued in accordance with these Bylaws, the Certificate of Incorporation and the Delaware General Corporation Law. Each certificate representing shares of capital stock of the Corporation shall state on the face thereof, the par value of shares covered thereby or a statement that such shares are without par value and such other matters as are required by law. At such time as the Corporation may be authorized to issue shares of more than one class, every certificate shall set forth upon the face or back of such certificate a statement of the designations, preferences, limitations and relative rights of the shares of each class authorized to be issued, as required by the laws of the State of Delaware, or may state that the Corporation will furnish a copy of such statement without charge to the holder of such certificate upon receipt of a written request thereof.
7.2.Entitlement to Certificates. Subject to the provisions of Section 7.1, every holder of the capital stock of the Corporation shall be entitled to have a certificate signed in the name of the Corporation by the Chairman of the Board, the Chief Executive Officer, the Chief Operating Officer, the President or a Vice President and the Secretary on an Assistant Secretary of the Corporation, certifying the class of capital stock and the number of shares represented thereby as owned or held by such stockholder of the Corporation.”
Except as amended hereby, the Bylaws shall remain in full force and effect.
IN WITNESS WHEREOF,the undersigned has executed this Amendment to the Corporate Bylaws of Emerson Radio Corp., as amended, as evidence of its adoption by the Board of Directors of Emerson Radio Corp. as of December 13, 2007.
EMERSON RADIO. CORP. | ||||
By: | /s/ Greenfield Pitts | |||
Greenfield Pitts | ||||
Chief Financial Officer | ||||
WITNESS: | ||||
/s/ Andrew L. Davis | ||||
Andrew L. Davis | ||||
Secretary | ||||