FIRST
AMENDMENT TO BYLAWS
OF
PERMA-FIX
ENVIRONEMNTAL SERVICES, INC.
The
Bylaws of Perma-Fix Environmental Services, Inc., a Delaware corporation (the
“Corporation”), dated December 27, 1990, are hereby amended as of October 30,
2007, as follows:
Article
II of the Bylaws is hereby amended by deleting Sections 1 and 3 and substituting
in lieu thereof new Sections 1 and 3, which read as follows:
1.
CERTIFICATES REPRESENTING SHARES; UNCERTIFICATED SHARES; LOST
CERTIFICATES. Shares
of
capital stock of the Corporation may be certificated or uncertificated, as
provided under the Delaware General Corporation Law (“DGCL”). If shares are
certificated, the Corporation shall cause to be issued to the holder of such
shares one or more certificates signed by, or in the name of the Corporation
by,
the Chief Executive Officer or the President or a Vice President and the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary
of the Corporation, certifying the number of shares owned by the holder in
the
Corporation. The signature of any such officer may be facsimile. If any officer
who has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer at the date of its issuance. If the Corporation shall be authorized
to issue more than one class of stock or more than one series of any class,
the
powers, designations, preferences and relative, participating, optional or
other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights shall be set
forth
in full or summarized on the face or back of the certificate which the
Corporation shall issue to represent such class or series of stock, provided
that, except as otherwise provided in Section 202 of the DGCL, in lieu of the
foregoing requirements, there may be set forth on the face or back of the
certificate which the Corporation shall issue to represent such class or series
of stock a statement that the Corporation will furnish without charge to each
stockholder who so requests the designations, preferences and relative,
participating, optional or other special rights of each class or series thereof
and the qualifications, limitations or restrictions of such preferences and/or
rights. Within a reasonable time after the issuance or transfer of
uncertificated stock, the Corporation shall send to the registered owner thereof
a written notice containing the information required to be set forth or stated
on certificates pursuant to the DGCL or a statement that the Corporation will
furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights. Except as
otherwise expressly provided by law, the rights and obligations of the holders
of uncertificated stock and the rights and obligations of the holders of
certificates representing stock of the same class and series shall be
identical.
The
Board
of Directors may direct that (a) a new certificate or certificates or (b)
uncertificated shares, to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing
such
issue of a new certificate or certificates or uncertificated shares, the Board
of Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.
* * *
3. TRANSFER
OF SHARES. Subject
to valid transfer restrictions and to stop-transfer orders directed in good
faith by the Corporation to any transfer agent to prevent possible violations
of
federal or state securities laws, rules or regulations, or for any other lawful
purpose, (a) if such shares are certificated, upon surrender to the Corporation
of a certificate for shares duly endorsed or accompanied by proper evidence
of
succession, assignment or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate or evidence of the issuance of
uncertificated shares to the person entitled thereto, cancel the old certificate
and record the transaction upon its books or (b) if such shares are
uncertificated, upon the receipt of proper transfer instructions from the
registered owner of uncertificated shares, such uncertificated shares shall
be
cancelled and issuance of new equivalent uncertificated shares or certificated
shares shall be made to the person entitled thereto and the transaction shall
be
recorded upon the books of the Corporation.
This
First Amendment to the Bylaws of the Corporation was approved and adopted by
the
Board of Directors of the Corporation on October 30, 2007.
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/s/Steven
Baughman
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Steven
Baughman, Secretary
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