AMENDMENT
NO. 3
TO
THE
AMENDED
AND RESTATED BY-LAWS
OF
CLARUS
CORPORATION
The
Amended and Restated By-laws of Clarus Corporation, a Delaware corporation (the
“By-laws”), shall be amended as follows:
Article
VIII, Section 10 of the By-laws is hereby amended by deleting such section in
its entirety and inserting the following Article VIII, Section 10 in lieu
thereof:
“Section
10. Amendments. These by-laws may be amended or
repealed and new by-laws may be adopted by the affirmative vote of the holders
of a majority of the capital stock issued and outstanding and entitled to vote
at any meeting of stockholders or by resolution adopted by the affirmative vote
of not less than a majority of the number of directors of the
Corporation.”
I hereby
certify that the foregoing is a full, true and correct copy of Amendment No. 3
to the Amended and Restated By-laws of Clarus Corporation, a Delaware
corporation, as in effect on the date hereof.
Dated:
August 5, 2010
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CLARUS
CORPORATION
By:
/s/ Robert N.
Peay
Name:
Robert N. Peay
Title:
Secretary
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