AMENDMENTS TO BYLAWS OF RMS TITANIC, INC.
I, G. MICHAEL HARRIS, do hereby certify that I am the duly elected and
qualified Secretary of RMS Titanic, Inc., a Florida corporation (the
"Corporation"), and hereby certify that the Corporation through the approval of
all of its Board of Directors taken at a Special Meeting of Directors held on
January 18, 2000, hereby adopt the following modifications, amendments and
deletions to its Bylaws to be effective immediately upon adoption by the Board
of Directors. Each of these amendments, modifications or deletions to the
Corporation's Bylaws shall be considered independent of each other and if any
such amendment, deletion or modification is considered void or otherwise
overturned by a court of competent jurisdiction, then all other remaining
modifications, deletions or additions to the Bylaws shall remain in full force
and effect, it being the intent that each modification, amendment or deletion be
considered independent. The text of the amendments, modifications and deletions
to the Corporation's Bylaws are as follows:
ARTICLE II. MEETINGS OF SHAREHOLDERS
Section 3. captioned Special Meetings is deleted in its entirely
and replaced with the following provision.
SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders may
be called for any purpose or purposes by the Board of Directors, by the
Chairman of the Board or by the President of the Corporation or as
otherwise provided by law. Special meetings may be called by
shareholders owning fifty percent (50%) of the shares of capital stock
of the Corporation issued and outstanding and entitled to vote. Only
such business as is stated in the written notice of a special meeting
may be acted upon thereat.
Section 5. captioned Closing of Transfer Books and Fixing Record Date
is amended by adding the following sentences at the end of Section 5
"The list shall be prima facie evidence as to who are the shareholders
entitled to examine such list or to vote at any meeting. If the
requirements of this Section have not been complied with, the meeting
shall, upon the demand of any stockholder in person or by proxy, be
adjourned until the requirements are complied with. Failure to comply
with the requirements of this Section shall not affect the validity of
any action taken at such meeting prior to the making of any such
demand."
Section 7. captioned Quorum is amended by adding the following
paragraph to Section 7.
When any meeting is convened the presiding officer, if directed by the
Board, may adjourn the meeting if the Board determines that adjournment
is necessary or appropriate to enable the shareholders (i) to consider
fully information which the Board determines has not been made
sufficiently or timely available to shareholders or (ii) otherwise to
exercise effectively their voting rights. Prior to the time when any
meeting is convened the officer who would be the presiding officer at
such meeting, if directed by the Board, may postpone the meeting if the
Board determines that adjournment is necessary or appropriate to enable
the shareholders (a) to consider fully information which the Board
determines has not been made sufficiently or timely available to
shareholders or (b) otherwise to exercise effectively their voting
rights.
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A new Section 4. is added to Article II replacing the current Section 4
and shall read as follows:
SECTION 4. ADVANCE NOTICE OF BUSINESS TO BE TRANSACTED AT STOCKHOLDER
MEETINGS. No business may be transacted at a meeting of shareholders
other than the business that is either (a) specified in the notice of
meeting (or any supplement thereto) given by or at the action of the
Board of Directors (or any duly authorized committee thereof), (b)
otherwise properly brought before the meeting by or at the direction of
the Board of Directors (or any duly authorized committee thereof) or
(c) otherwise properly brought before the meeting by the shareholders
of the Corporation in accordance with the provisions of these Bylaws
(as amended).
In addition to any other applicable requirements, for business to be
properly brought before a meeting by a stockholder, such shareholders
must have given timely notice thereof in proper written form to the
Secretary of the Corporation.
To be timely, a stockholder's notice to the Secretary must be delivered
to or mailed and received at the principal executive offices of the
Corporation not less than forty-five (45) days nor more than sixty (60)
days prior to the date of the meeting of shareholders.
To be in proper written form a stockholder's notice to the Secretary
must set forth as to each matter such stockholder proposes to bring
before the meeting (i) a brief description of the business desired to
be brought before the meeting and the reasons for conducting such
business at the meeting, (ii) the name and record address of such
stockholder, (iii) the class or series and number of shares of capital
stock of the Corporation which are owned beneficially or of record by
such stockholder, (iv) a description of all arrangements or
understandings between such stockholder and any other person or persons
(including their names) in connection with the proposal of such
business by such stockholder and any material interest of such
stockholder of such business, (v) if the Corporation is a Section 12(g)
reporting company under the Securities Exchange Act of 1934, as
amended, all information as required by Schedule 14A under this Act
(i.e., the proxy rules), and (vi) a representation that such
stockholder intends to appear in person or by proxy at the annual
meeting to bring such business before the meeting.
No business shall be conducted at a meeting of shareholders except
business brought before the meeting in accordance with the procedures
set forth in this Article II. Section 4, provided, however, that, once
business has been properly brought before the meeting in accordance
with such procedures, nothing in this Article II. Section 4 shall be
deemed to preclude discussion by any stockholder of any such business.
If the Chairman of a meeting determines that business was not properly
brought before the meeting in accordance with the foregoing procedures,
the Chairman shall declare at the meeting that the business was not
properly brought before the meeting and such business shall not be
transacted.
ARTICLE III. DIRECTORS
Section 4 captioned Removal of Directors is amended to read as follows:
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Except as otherwise provided by law or the Certificate of
Incorporation, any director or the entire board of directors
may be removed, with or without cause, by the holders of
eighty percent (80%) of the shares then entitled to vote at an
election of directors.
A new Section 12. is added to Article III. and shall read as follows:
SECTION 12. NOMINATION OF DIRECTORS AND ADVANCE NOTICE
THEREOF. Only persons who are nominated in accordance with the
following procedures shall be eligible for election as
directors of the Corporation, nominations of persons for
election to the Board of Directors may be made at any annual
meeting of shareholders, or at any special meeting of
shareholders called for the purpose of electing directors, (a)
by or at the direction of the board of Directors (or any duly
authorized committee thereof) or (b) by the shareholders of
the Corporation in accordance with the provisions of the
Bylaws (as amended)
In addition to any other applicable requirements, for a
nomination to be made by a stockholder, such stockholder must
have given timely notice thereof in proper written form to the
Secretary of the Corporation.
To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive
offices of the Corporation not less than forty-five (45) days
nor more than sixty (60) days prior to the date of the meeting
of shareholders.
To be in proper written form, a stockholder's notice to the
Secretary must set forth (a) as to each person whom the
stockholder proposes to nominate for election as a director
(i) the name, age, business address and residence address of
the person, (ii) the principal occupation or employment of the
person (iii) the class or series and number of shares of
capital stock of the Corporation which are owned beneficially
or of record by the person and (iv) any other information
relating to the person that would be required to be disclosed
in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder; and (b) as to the
stockholder giving the notice (i) the name and record address
of such stockholder, (ii) the class or series and number of
shares of capital stock of the Corporation which are owned
beneficially or of record by such stockholder, (iii) a
description of all arrangements or understandings between such
stockholder and each proposed nominee and any other person or
persons (including their names) pursuant to which the
nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in
person or by proxy at the meeting to nominate the persons
named in its notice and (v) any other information relating to
such stockholder that would be required to be disclosed in a
proxy statement or other filings required to be made in
connection with solicitations of proxies for election of
directors pursuant to Article II, Section 14 of the Exchange
Act and the rules and regulations promulgated thereunder. Such
notice must be accompanied by a written consent of each
proposed nominee to being named as a nominee and to serve as a
director if elected.
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No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures
set froth in this Article III. Section 12. If the Chairman of
the meeting determines that a nomination was not made in
accordance with the foregoing procedures, the Chairman shall
declare to the meeting that the nomination was defective and
such defective nomination shall be disregarded.
Article XII. Section 10. captioned Action by Consent is amended
by deleting the current language and adding the following paragraph:
"Any action by written consent of shareholders must be signed by the
holders of eighty percent (80%) of the outstanding stock entitled to
vote if such action is for the removal of any director or the entire
Board of Directors. Any written consent solicitation must strictly
comply with the requirements of Chapter 607.07,04 of the Florida
General Corporation Law. All stockholder written consent solicitations
must contain the information described in Article II, Section 4 and
Article III Section 12. of the Bylaws (as amended hereby) to be
effective. Failure to include the information described in Article II
Section 4, Article III. Section 12. shall result in such stockholder
consent solicitation being considered void. It is the intent of this
Bylaw modification to provide all shareholders sufficient information
to consider fully the proposals to be acted upon the shareholders so
that the shareholders may effectively exercise their voting rights by
having the same information made available to shareholders in a written
consent solicitation that would otherwise be made available in a notice
of a meeting pursuant to the provisions of these Bylaws (as amended)."
Article XIII. captioned Amendments is amended by deleting the current
language and adding the following provision.
"Shareholders of the Corporation shall have the power to
alter, repeal, amend or rescind these Bylaws; provided,
however, that the affirmative vote of at least two-thirds
(2/3's) of the outstanding shares of the Corporation entitled
to vote thereon, voting together as a single class, shall be
required for shareholders of the Corporation to adopt, amend,
alter, repeal or rescind the Bylaws."
I hereby certify that the above is a true and correct copy of the
Amendments to Bylaws of RMS Titanic, Inc. duly adopted at a Special Meeting of
the Board of Directors held at 17 Battery Place, Suite 203, New York, New York
on January 18, 2000.
G. Michael Harris
Director, Secretary
Arnie Geller
Director,
President and Chief Executive Officer
(SEAL)
