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EXHIBIT 3.02
AMENDMENT TO THE
BYLAWS OF
CENTAUR PHARMACEUTICALS, INC.
The following sets forth an Amendment effective November 30, 2000 to the
Bylaws of Centaur Pharmaceutical, Inc, a Delaware corporation:
1. Article I, Section 1.10(a) is hereby amended, pursuant to the requisite
Board approval per resolutions adopted on September 26, 2000 (effective November
30, 2000), to read in its entirety as follows:
"Procedure. Unless otherwise provided by the Certificate of Incorporation,
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and except as set forth in Section 1.8(b) above, any action required or
permitted to be taken at any annual or special meeting of the stockholders
may be taken without a meeting, without prior notice and without a vote, if
a consent or consents in writing, setting forth the action so taken, shall
be signed by the holders of outstanding stock having not less than the
number of votes that would be necessary to authorize or take such action at
a meeting at which all shares entitled to vote thereon were present and
voted; provided, however, that effective immediately after the closing of
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an underwritten public offering of shares of the Corporation's Common Stock
in which shares of the Corporation's Common Stock are listed on the SWX
Swiss Exchange, the Swiss New Market, the Neuer Markt of the Frankfurt
Exchange, the New York Stock Exchange, the American Stock Exchange or the
Nasdaq National Market, any action required or permitted to be taken by the
Corporation's stockholders shall be taken only at a duly called annual or
special meeting of such stockholders, and the Corporation's stockholders
shall not be able to act by written consent. For such period of time as
written stockholder consents are permitted, such consents shall bear the
date of signature of each stockholder who signs the consent and shall be
delivered to the Corporation by delivery to its registered office in the
State of Delaware, to its principal place of business or to any officer or
agent of the Corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Delivery made to the Corporation's
registered office shall be by hand or by certified or registered mail,
return receipt requested. No written consent shall be effective to take
the action set forth therein unless, within sixty (60) days of the earliest
dated consent delivered to the Corporation in the manner provided above,
written consents signed by a sufficient number of stockholders to take the
action set forth therein are delivered to the Corporation in the manner
provided above."
IN WITNESS WHEREOF, the undersigned has hereto subscribes her name this
30th day of November 2000.
/s/ Lucy O. Day
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Lucy O. Day,
Secretary
