AMENDMENT TO BYLAWS
OF
SFBC INTERNATIONAL, INC.
As Adopted on
October __, 2000
ARTICLE I
Section 6. Record Date. For the purpose of determining stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to receive payment of any dividend, or in order
to make a determination of stockholders for any other purpose, the Board of
Directors may fix an advance date as the record date for the determination of
stockholders, such date in any case to be not more than 60 days and, in case of
a meeting of stockholders, not less than 10 days prior to the date on which the
particular action requiring such determination of stockholders is to be taken.
In no event may a record date fixed by the Board of Directors be a date
preceding the date upon which the resolution fixing the record date was adopted
nor be more than 10 days after the date upon which the resolution fixing the
record date is adopted.
If no record date is fixed for the determination of stockholders
entitled to notice or to vote at a meeting of stockholders or stockholders
entitled to receive payment of a dividend, and no prior action by the Board of
Directors is required under Delaware General Corporation Law, the record date
shall be the first date on which a signed written consent setting forth the
action to be taken or proposed to be taken is delivered to the corporation.
If no record date is fixed for the determination of stockholders
entitled to notice or to vote at a meeting of stockholders or stockholders
entitled to receive payment of a dividend, and prior action by the Board of
Directors is required under Delaware General Corporation
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Law, the record date shall be at the close of business on the day on which the
Board of Directors adopts the resolution taking such prior action.
When a determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, unless the Board of Directors fixes a new
record date for the adjourned meeting.
