EX-3.1 2 exhibit3-1.htm EXHIBIT 3.1 BioSpecifics Technologies Corp.: Exhibit 3.1 - Filed by newsfilecorp.com

Exhibit 3.1

BIOSPECIFICS TECHNOLOGIES CORP.

AMENDMENT TO THE AMENDED AND RESTATED BY-LAWS

This AMENDMENT (this “Amendment”) to the Amended and Restated By-Laws (the “ByLaws”) of BioSpecifics Technologies Corp., a Delaware corporation (the “Company”), was adopted by resolution of the Board of Directors of the Company on February 25, 2014 (the “Effective Date”). Effective from and after the Effective Date, the By-Laws are hereby amended as follows:

  1.

The following new Section 7.11 is hereby added to the By-Laws:

“Section 7.11. Forum for Adjudication of Disputes. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of fiduciary duty owed by, or other wrongdoing by, any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, creditors or other constituents, (c) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware or the Certificate of Incorporation or these By-Laws of the Corporation, (d) any action to interpret, apply, enforce or determine the validity of the Certificate of Incorporation or these By-Laws of the Corporation or (e) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said Court of Chancery of the State of Delaware having personal jurisdiction over the indispensable parties named as defendants therein; provided that if and only if the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter jurisdiction, such action may be brought in another state or federal court sitting in the State of Delaware. To the fullest extent permitted by applicable law, any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 7.11. If any provision or provisions of this Section 7.11 shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Section 7.11 (including, without limitation, each portion of any sentence of this Section 7.11 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.”

Except to the extent amended hereby, all of the terms, provisions and conditions set forth in the By-Laws are hereby ratified and confirmed and shall remain in full force and effect. The By-Laws and this Amendment shall be read and construed together as a single instrument.

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