pixy_8k.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): February 16, 2018

 

SHIFTPIXY, INC.

(Exact name of registrant as specified in its charter)

 

Wyoming 

 

47-4211438

(State of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

1 Venture, Suite 150, Irvine CA

 

92618

(Address of principal executive offices)

 

(Zip Code)

 

888-798-9100

(Registrant's telephone number, including area code)

 

Commission File No. 001-37954

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 
 
 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

Amendment of Bylaws

 

On February 16, 2018, the Board of Directors of the Company adopted amendments (the “Amendments”) to the Bylaws of the Company. The Amendments became effective immediately on their adoption. The Amendments:

 

 

· Add provisions to Section 1 of Article II of the Bylaws that afford to the Board of Directors flexibility to move the date of the Annual Meeting; such flexibility may be necessary for the Board of Directors to accommodate various applicable state and federal filing deadlines.

 

 

 

 

· Delete the provision in Section 1 of Article II of the Bylaws that “[a] Shareholder may demand a regular meeting be held pursuant to Wyoming law” inasmuch as a shareholder’s demand for a meeting according to Wyoming law is governed by Section 1 of Article II of the Bylaws and Wyo. Stat. Ann. §17-16-702 (LexisNexis 2018).

 

 

 

 

· Correct Section 10.1 of Article II of the Bylaws to delete the provisions regarding cumulative voting in order to make the section conform to applicable provisions of the Wyoming Business Corporation Act, which provides, in pertinent part, that “[u]nless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.” Wyo. Stat. Ann. §17-16-728(a) (LexisNexis 2018).

 

 

 

 

· Correct the provisions of Article VII to conform the description of the fiscal year to the Company’s fiscal year ending date of August 31.
 

The foregoing description of the revised Bylaws is qualified in its entirety by reference to the revised Bylaws, a copy of which is filed as an exhibit to this Form 8-K and is incorporated by reference in this Item 5.03.

 

Item 8.01 Other Events

 

2018 Annual Meeting of Stockholders; Date for Submission of Stockholder Proposals

 

The Company currently intends to hold its annual meeting of stockholders on April 13, 2018 (the “2018 Annual Meeting”). The exact time and location of the 2018 Annual Meeting will be specified in the Company’s proxy statement for the 2018 Annual Meeting.

 

Inasmuch as the 2018 Annual Meeting is the first annual meeting following the initial public offering of our common stock, a stockholder’s proposal for matters to be addressed at the 2018 Annual Meeting shall be timely if delivered to the Secretary not later than the close of business on the 10th day following the day on which public announcement of the date of the Annual Meeting is first made or sent by the company. Accordingly, such proposals must be received by the Secretary of the Company at the Company’s principal executive offices at 1 Venture, Suite 150, Irvine, CA 92618, within 10 days of the filing of this Form 8-K, i.e., by the close of business on Monday, March 5, 2018. Such proposals also must comply with the applicable requirements of Rule 14A-8 of the Exchange Act regarding the inclusion of stockholder proposals in company-sponsored proxy materials and other applicable laws.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibits

 

3.2

Bylaws of ShiftPixy, Inc., as amended through February 16, 2018

 

 
2
 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

 

 

SHIFTPIXY, INC.

 

 

 

Date: February 21, 2018

By:

/s/ Scott W. Absher

 

 

Scott W. Absher

 

Chief Executive Officer and Director

 

 

3

 

pixy_ex32.htm

EXHIBIT 3.2

BYLAWS of

ShiftPixy, Inc.

a Wyoming Corporation

 

ARTICLE I.

OFFICES AND AGENT

 

Section 1. Principal Office.

 

The principal office of the corporation in the State of Wyoming shall be located in the City of Cheyenne, Wyoming. The corporation may have such other offices, either within or without the State of Wyoming, as the Board of Directors may designate or as the business of the corporation may require from time to time.

 

Section 2. Registered Office. [Section 17-16-501-502.]

 

The registered office of the corporation required to be maintained in the State of Wyoming may be, but need not be, identical with the principal office or place of business in the State of Wyoming, and the address of the registered office may be changed from time to time by the Board of Directors in accord with the law of Wyoming.

 

Section 3. Registered Agent. [Sections 17-16-501-509.]

 

The Registered Agent of the corporation required by law shall be the Secretary of State and the post office address to which he shall send process shall be as initially designated in the Certificate of Incorporation and may resign or change address or be changed by the Board of Directors from time to time in accord with the law of Wyoming.

 

ARTICLE II.

SHAREHOLDERS

 

Section 1. Annual Meeting. [Section 17-16-701.]

 

Unless the date and time of the annual meeting is otherwise determined by the Board of Directors, the annual meeting of the Shareholders shall be held on the first Monday in the month of March in each year, beginning with the year after incorporation, at the hour of 11 o'clock A.M., for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Wyoming such meeting shall be held on the next succeeding business day. If the election of Directors shall not be held on the day designated herein for any annual meeting of the Shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the Shareholders as soon thereafter as conveniently may be.

 

Section 2. Special Meetings. [Section 17-16-702.]

 

Special meetings of the Shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Chairman of the Board of Directors, of the President or by the Board of Directors, and shall be called by the President at the request of any person owning the number of outstanding shares of the corporation entitled to vote at the meeting as set forth in Wyoming law.

 

Section 3. Place of Meeting. [Sections 17-16-702-703.]

 

The Board of Directors may designate any place, either within or without the State of Wyoming, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. A waiver of notice signed by all Shareholders entitle to vote at a meeting may designate any place, either within or without the State of Wyoming, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Wyoming.

 

Bylaws of ShiftPixy, Inc.

Amended – 2018-02-16

Page 1 of  8

 

 
 
 
 

 

Section 4. Notice of Meeting. [Sections 17-16-705-706.]

 

Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, and other contents required by law, shall be delivered not less than ten nor more than 60 days before the date of the meeting, either personally or by mail, but or at the direction of the Chairman, President, or the Secretary, or the officer of persons called the meeting, to each Shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the Shareholder at his address as it appears on the records of the corporation, with postage thereon prepaid. Written waiver of attendance at such meeting without protest by the Shareholder shall be equivalent to the giving of such notice and cure any deficiency therein.

 

Section 5. Fixing of Record Date. [Sections 17-16-703, -704, -707.]

 

Subject to applicable law, for the purpose of determining Shareholders entitled to notice of or to vote at any meeting of Shareholders or any adjournment thereof, or Shareholders entitled to receive payment of any dividend, or in order to make a determination of Shareholders for any other proper purpose, the Board of Directors or an authorized officer may fix in advance a date as the record date for any such determination of Shareholders, such date in any case to be not more than 60 days and, in case of a meeting of Shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of Shareholders, is to be taken. If no record date is fixed for the determination of Shareholders entitled to notice of or to vote at a meeting of Shareholders, or Shareholders entitled to receive payment of a dividend, the date on which the resolution of the Board of Directors declaring such meeting or dividend is adopted, as the case may be, shall be the record date for such determination of Shareholders. When a determination of Shareholders entitled to vote at any meeting of Shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

 

Section 6. Electronic Communications. [Section 17-16-701.]

 

A meeting of the Shareholders in the form of a conference among Shareholders may be held by electronic communication as permitted by Wyoming law.

 

Section 7. Voting Lists. [Section 17-16-720.]

 

The officer or agent having charge of the stock transfer books for shares of the corporation shall make a complete list of the Shareholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of an the number of share held by each, which list shall be kept on file at the registered office of the corporation and shall be subject to inspection by any Shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any Shareholder during the whole time of the meeting. The original stock transfer book shall be prima facie evidence as to who are the Shareholders entitled to examine such list of transfer books or to vote at any meeting of Shareholders.

 

Section 8. Quorum. [Sections 17-16-725, -1021.]

 

A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of Shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The Shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum unless such presence was only for the sole purpose of objection to notice given.

 

Section 9. Proxies. [Section 17-16-722.]

 

At all meetings of Shareholders, a Shareholder may vote by proxy executed in writing or by electronic transmission by the Shareholder or by his duly authorized attorney in fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

 

Bylaws of ShiftPixy, Inc.

Amended – 2018-02-16

Page 2 of  8

 

 
 
 
 

 

Section 10. Voting of Shares.

 

10.1. Voting for Directors. [Section 17-16-728, -1021, -1022.]

 

In accordance with applicable provisions of Wyoming law, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

 

10.2. Vote. [Sections 17-16-726, -728, -1021.]

 

Subject to the provisions of Section 11 of this Article II and provision of the articles, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of Shareholders. Corporate action, other than as set forth in Section 11, shall be authorized by a majority of qualified votes cast at a Shareholder's meeting. A Shareholder is deemed to have voted all of the shares in the same way, absent direction voting shares differently.

 

10.3. Voting by Beneficial Owners. [Section 17-16-723, -724.]

 

Upon compliance with Wyoming law, beneficial owners, rather than the actual Shareholder, may vote the shares.

 

10.4. Voting by Non-Shareholders.

 

If the articles have provided for voting by creditor, security holder, or other person, such person shall have the right to vote as set forth in the articles.

 

Section 11. Informal Action by Shareholders. [Section 17-16-704.]

 

Any action required to be taken at any meeting of the Shareholders, or any other action which may be taken at a meeting of the Shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Shareholders entitled to vote with respect to the subject matter thereof. Such action is effective when signed by all the Shareholders, unless a different time is provided in such written action.

 

ARTICLE III.

BOARD OF DIRECTORS

 

Section 1. General Powers. [Section 17-16-801.]

 

The business and affairs of the corporation shall be managed under the direction of its Board of Directors under the authority granted by the law of Wyoming.

 

Section 2. Number, Tenure, Election, Removal, Resignation, Vacancies and Qualification. [Sections 17-16-802 to -810.]

 

Directors shall be natural persons. The first Board of Directors may be named in the articles or elected by Incorporators or Shareholders. The number of directors of the corporation shall be determined by resolution of the Board of Directors or Shareholders or as set forth in the articles, but shall in the absence of such designation be the number of Shareholders of the corporation entitled to elect directors or three (3), whichever is less, and may be increased or decreased in accordance with Wyoming law. Directors may be elected to fill vacancies and newly created directorships by the Board of Directors. Each director shall hold office until the next annual meeting of Shareholders and until his successor shall have been elected and qualified; or elected for a term not to exceed five (5) years. A Director may resign by filing his resignation with the Secretary, to take effect as set forth in such resignation, which shall have the effect of creating a vacancy. The articles or these bylaws shall determine Directors' qualifications, but a Director need not be a resident of the State of Wyoming or Shareholder of the corporation.

 

Bylaws of ShiftPixy, Inc.

Amended – 2018-02-16

Page 3 of  8

 

 
 
 
 

 

Section 3. Regular Meetings. [Section 17-16-820.]

 

A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of Shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Wyoming, for the holding of additional regular meetings without other notice than such resolution.

 

Section 4. Special Meetings. [Section 17-16-820.]

 

Special meetings of the Board of Directors may be called by or at the request of the Chairman. President or any Director. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Wyoming, as the place for holding any special meeting of the Board of Directors called by them.

 

Section 5. Notice. [Sections 17-16-820, -823.]

 

Notice of any special meeting of the Board of Directors shall be given at least three (3) days previously thereto by written notice delivered personally or mailed to each Director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Director may waive notice of any meeting in a writing to be filed with the minutes of such meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

 

Section 6. Quorum. [Sections 17-16-824, -1021.]

 

A majority of the Directors currently holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than all Directors are present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. A Director may give advance written consent or opposition to a proposal to be acted on at a Board of Directors meeting in accordance with Wyoming law.

 

Section 7. Manner of Acting. [Sections 17-16-824, -1021.]

 

The act of a majority of the Directors present at a meeting shall be the act of the Board of Directors. All members may consent in writing to an action without a meeting.

 

Section 8. Electronic Meetings. [Section 17-16-820.]

 

Any one or more of the Directors may participate in a meeting of the Board of Directors or any Committee thereof by means of a conference telephone or similar communications equipment allowing all persons to hear each other at the same time. Such participation shall constitute presence in person at such meetings.

 

Section 9. Vacancies. [Section 17-16-810.]

 

Any vacancy occurring in the Board of Directors may be filled by the vote of the remaining Directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

 

Section 10. Compensation. [Section 17-16-811.]

 

The Board of Directors may fix the compensation of directors serving in any capacity.

 

Section 11. Presumption of Assent. [Section 17-16-824.]

 

A Director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting within three (3) days after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

 

Bylaws of ShiftPixy, Inc.

Amended – 2018-02-16

Page 4 of  8

 

 
 
 
 

 

Section 12. Removal. [Section 17-16-808, -809.]

 

The Shareholders or Directors of the corporation may remove a Director pursuant to Wyoming law.

 

Section 13. Board Committees. [Section 17-16-825.]

 

The Board of Directors may establish committees having the authority of the board pursuant to Wyoming law.

 

Section 14. Shareholder Management. [Section 17-16-732.]

 

The Shareholders may take any action that the Board of Directors has the power to make pursuant to Wyoming law.

 

ARTICLE IV.

OFFICERS

 

Section 1. Number. [Section 17-16-840.]

 

The officers of the corporation shall be a Chairman of the Board of Directors, President, Chief Executive Officer, one or more vice-presidents (the number thereof to be determined by the Board of Directors), a Secretary, and a Treasurer or Chief Financial Officer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person.

 

Section 2. Election and Term of Office; Resignation. [Sections 17-16-840, -843.]

 

The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the Shareholders, or as soon thereafter as is convenient. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. In the absence of an election or appointment, the person exercising such powers are deemed to have been elected to such offices under Wyoming law.

 

Section 3. Removal. [Section 17-16-843.]

 

Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

 

Section 4. Vacancies. [Section 17-16-843.]

 

A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term and until the successor shall have been chosen and qualified.

 

Section 5. Officers. [Sections 17-16-840, -841.]

 

The Board of Directors may appoint the following officers:

 

5.1. Chairman of the Board of Directors. The Board of Directors shall elect the Chairman of the Board of Directors from its membership. He shall preside at the meetings of the Board and Shareholders and perform such other duties as may be assigned to him by the Board of Directors from time to time.

 

Bylaws of ShiftPixy, Inc.

Amended – 2018-02-16

Page 5 of  8

 

 
 
 
 

 

5.2. President/CEO. The President shall be the Chief Executive Officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when the Chairman of the Board of Directors is absent, preside at all meetings of the Shareholders and of the Board of Directors. He may sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

 

5.3. The Vice-Presidents. In the absence of the President or in the event of his death, inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any vice-president may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

 

5.4. The Secretary. The Secretary shall: (a) keep the minutes of the Shareholders' and of the Board of Directors' meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each Shareholder which shall be furnished to the Secretary by such Shareholder; (e) sign with the President, or vice-president, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

 

5.5. The Treasurer/CFO. The Treasurer shall be the Chief Financial Officer of the corporation and shall have charge and custody of and be responsible for all funds and securities of the corporation and shall keep regular books of all receipts and disbursements of the corporation, and in general shall perform such other duties as may be assigned to him by the Board of Directors or the President. The Treasurer shall disburse out of the funds of the corporation payment of such just demands against the corporation as may from time to time be authorized by the Board of Directors. The Treasurer shall sign or countersign all checks, notes and such other instruments or obligations as require his signature, and shall perform all duties incident to his office, or that are properly required of him by the Board of Directors, provided, however, that by resolution of the Board of Directors' authority and responsibility for the signing of checks, notes and other obligations may be assigned to either the President or Treasurer or such other officer or officers as the Board of Directors may designate from time to time.

 

Section 6. Transfer of Authority.

 

In case of the absence of any officer of the corporation or for any other reason the Board of Directors deems sufficient, the Board of Directors may transfer the powers or duties of that officer to any other officer, Director or employee of the corporation and any officer may delegate their duties to persons functioning in subordinate offices.

 

Section 7. Compensation.

 

The salaries of the principal officers shall be fixed from time to time by the Board of Directors. No officer shall be prevented from receiving his salary by reason of the fact that he is also a Director of the corporation.

 

Bylaws of ShiftPixy, Inc.

Amended – 2018-02-16

Page 6 of  8

 

 
 
 
 

 

ARTICLE V.

CONTRACT

 

The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

 

ARTICLE VI.

CERTIFICATES FOR SHARES AND THEIR TRANSFER

 

Section 1. Determination of Shares. [Section 17-16-625, -626.]

 

The Board of Directors shall determine if some or all of any or all classes and series of its shares shall be uncertificated or certificated shares.

 

Section 2. Certificates for Shares. [Section 17-16-625.]

 

If the Board of Directors determines to issue Certificates representing fully paid and non-assessable shares of the common stock of the corporation, such certificates shall be in such form as shall be similar to that annexed to the minutes of the first meeting of the Board of Directors or otherwise as determined by the Board of Directors. Such certificates shall be signed by the President or a vice-president and by the Secretary or an Assistant Secretary and the Corporation Seal shall be affixed thereto. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

 

Section 3. Transfer of Shares. [Section 17-16-627.]

 

Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The Board of Directors or Shareholders may impose a restriction on the transfer of shares in accordance with Wyoming law.

 

Section 4. Lost or Destroyed Certificates. [Uniform Commercial Code, Article 8]

 

The holder of any certificate representing shares of the corporation shall immediately notify the corporation of any loss or destruction of the certificate(s) representing same. The corporation may issue a new certificate in the place of any certificate theretofore issued by it alleged to have been lost or destroyed. On production of such evidence of loss or destruction as the Board of Directors in its discretion may require, the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or such person's legal representatives, to give the corporation a bond in such sum as the Board may direct, and with such surety or sureties as may be satisfactory to the Board of Directors to indemnify the corporation against any claims, loss, liability, or damage it may suffer on account of the issuance of the new certificate. A new certificate may be issued without requiring any such evidence, bond, or indemnity subject to the discretion of the Board of Directors.

 

ARTICLE VII.

FISCAL YEAR

 

The fiscal year of the corporation shall begin on the first day of September (and end on the thirty-first day of August) in each year. The Board of Directors shall have the power to change the fiscal year by resolution duly adopted.

 

ARTICLE VIII.

NAME

[Section 17-16-401.]

 

The exclusive name of this corporation that has been reserved as required by law shall be as above written.

 

Bylaws of ShiftPixy, Inc.

Amended – 2018-02-16

Page 7 of  8

 

 
 
 
 

 

ARTICLE IX.

SEAL

 

The Board of Directors shall provide a corporate seal which shall have inscribed thereon the (1) word "Seal" or "Corporate Seal", and may contain (2) the name of the corporation, (2) the state of incorporation, and may contain (3) abbreviations or combinations of such terms and be affixed, engraved, printed, placed, stamped or in any other manner be reproduced on any document.

 

ARTICLE X.

WAIVER OF NOTICE

 

Whenever any notice is required to be given to any Shareholder or Director of the corporation under the provisions of these Bylaws or under the provisions of the articles of incorporation or under the provisions of the Wyoming law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

 

ARTICLE XI.

AMENDMENTS

[Section 17-16-206.]

 

These bylaws may be altered, amended or repealed and new bylaws may be adopted by Shareholders or the Board of Directors at any regular or special meeting of the Board of Directors or Shareholders by a vote of such Shareholders or Directors entitled to vote in accordance with the laws of Wyoming.

 

ARTICLE XII.

FURTHER AUTHORITIES

 

The Board of Directors may grant, delegate or assign to any officer of the corporation any of the duties and authorities herein above designated to be performed by any officer or may enlarge or restrict the duty and authority of any officer, either temporarily or permanently, as long as such powers and authorities shall not be inconsistent with these bylaws.

 

ARTICLE XIII.

SEVERABILITY

 

Any provision of these bylaws, or any amendment or alteration thereof, which has been constructed to be in violation of Wyoming law, as amended, and any amendment or replacement thereto, shall not in any way render the remaining provisions invalid.

 

ARTICLE XIV.

DIRECTOR AND OFFICER INDEMNIFICATION

[Sections 17-16-850 to -853, -855 to -858.]

 

The corporation shall indemnify any person acting on its behalf in accord with the law of Wyoming. The indemnification provided hereby shall not be deemed exclusive of any other right to which anyone seeking indemnification thereunder may be entitled under any bylaw, agreement, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. The corporation may purchase and maintain insurance on the behalf of any Director, officer, agent, employee or former Director or officer or other person, against any liability asserted against them and incurred by him.

 

Initially adopted by Unanimous Written Consent Action of the Board of Directors, effective June 5, 2015, as amended from time to time by resolutions, and officially last amended by resolution dated February 16, 2018. [Section 17-16-206.]

 

 

/s/ Mark A. Absher

Secretary

 

 

 

Bylaws of ShiftPixy, Inc.

Amended – 2018-02-16

Page 8 of  8