AMENDED AND RESTATED

                                     BYLAWS

 

                                       OF

 

                                  SULPHCO, INC.

 

                                 APRIL 18, 2003

 

 

 

                                    ARTICLE I

                               OFFICES AND RECORDS

 

            Section 1.1 REGISTERED AGENT AND REGISTERED OFFICE. The registered

agent will be determined from time to time by the Board of Directors. The office

of the registered agent shall be the registered office of the Corporation in the

State of Nevada.

 

            Section 1.2 OTHER OFFICES. The Corporation shall have a principal

executive office and may have such other offices, either within or without the

State of Nevada, as the Board of Directors may designate or as the business of

the Corporation may from time to time require.

 

            Section 1.3 BOOKS AND RECORDS. The books and records of the

Corporation may be kept at the Corporation's principal executive office or at

such other location or locations as may from time to time be designated by the

Board of Directors. Every director and officer shall have the absolute right at

any reasonable time for a purpose reasonably related to the exercise of such

individual's duties to inspect and copy all of the Corporation's books, records,

and documents of every kind and to inspect the physical properties of the

Corporation and/or its subsidiary corporations. Any such inspection may be made

in person or by agent or attorney.

 

                                   ARTICLE II

                                  STOCKHOLDERS

 

            Section 2.1 ANNUAL MEETING. Unless a written consent in lieu of the

annual meeting is executed in accordance with Section 2.11 below, the annual

meeting of the stockholders of the Corporation will be held at such date and

time as may be fixed by resolution of the Board of Directors.

 

            Section 2.2 SPECIAL MEETING. Special meetings of stockholders of the

Corporation may be called only by the Chairman of the Board, the Chief Executive

Officer, the President or by the Board of Directors or at the request in writing

of stockholders owning at least fifty percent (50%) of the entire capital stock

of the Corporation issued and outstanding and entitled to vote.

 

            Section 2.3 PLACE OF MEETING. The Board of Directors may designate

the place of meeting for any meeting of the stockholders. If no designation is

made by the Board of Directors, the place of meeting will be the principal

executive office of the Corporation.

 

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            Section 2.4 NOTICE OF MEETING. Except as otherwise required by law,

written, printed, or electronic notice, stating the place, day and hour of the

meeting and the purposes for which the meeting is called, will be prepared and

delivered by the Corporation not less than ten days nor more than sixty days

before the date of the meeting, either personally, by mail, or in the case of

stockholders who have consented to such delivery, by electronic transmission, to

each stockholder of record entitled to vote at such meeting. If mailed, such

notice will be deemed to be delivered when deposited in the United States mail

with postage thereon prepaid, addressed to the stockholder at his or her address

as it appears on the stock transfer books of the Corporation. Notice given by

electronic transmission will be effective (i) if by facsimile, when faxed to a

number where the stockholder has consented to receive such notice; (ii) if by

electronic mail, when mailed electronically to an electronic mail address at

which the stockholder has consented to receive such notice; (iii) if by posting

on an electronic network together with a separate notice of such posting, upon

the later to occur of (1) the posting or (2) the giving of separate notice of

the posting; or (iv) if by other form of electronic communication, when directed

to the stockholder in the manner consented to by the stockholder. Such further

notice will be given as may be required by law. Meetings may be held without

notice if all stockholders entitled to vote are present (except as otherwise

provided by law), or if notice is waived by those not present. Any previously

scheduled meeting of the stockholders may be postponed and (unless the

Corporation's Articles of Incorporation, as amended (the "Articles of

Incorporation") otherwise provides) any special meeting of the stockholders may

be cancelled, by resolution of the Board of Directors upon public notice given

prior to the time previously scheduled for such meeting of stockholders.

 

            Section 2.5 ORGANIZATION; ORDER OF BUSINESS. Meetings of

stockholders shall be presided over by the Chairman of the Board, or in the

absence of the Chairman of the Board by the Chief Executive Officer, or in the

absence of the Chief Executive Officer by the President, or in the absence of

the foregoing persons by a chairman designated by the Board of Directors, or in

the absence of such designation by the Board of Directors by a chairman chosen

at the meeting by the stockholders entitled to cast a majority of the votes

which all stockholders present in person or by proxy are entitled to cast. The

Secretary, or in the absence of the Secretary an assistant secretary, shall act

as secretary of the meeting, but in the absence of the Secretary and any

assistant secretary the chairman of the meeting may appoint any person to act as

secretary of the meeting. The order of business at each such meeting shall be as

determined by the chairman of the meeting. The chairman of the meeting shall

have the right and authority to prescribe such rules, regulations and procedures

and to do all such acts and things as are necessary or desirable for the proper

conduct of the meeting, including, without limitation, the establishment of

procedures for the maintenance of order and safety, limitation on the time

allotted to questions or comments on the affairs of the Corporation,

restrictions on entry to such meeting after the time prescribed for the

commencement thereof and the opening and closing of the voting polls.

 

            Section 2.6 QUORUM AND ADJOURNMENT. Except as otherwise provided by

law or by the Articles of Incorporation, the holders of a majority of the voting

power of the outstanding shares of the Corporation entitled to vote generally in

 

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the election of directors, represented in person or by proxy, will constitute a

quorum at a meeting of stockholders, except that when specified business is to

be voted on by a class or series voting separately as a class or series, the

holders of a majority of the voting power of the shares of such class or series

will constitute a quorum for the transaction of such business. The chairman of

the meeting or, in the absence of a chairman of the meeting, stockholders

entitled to cast a majority of the votes which all stockholders present in

person or by proxy are entitled to cast may adjourn the meeting from time to

time, whether or not there is such a quorum (or, in the case of specified

business to be voted on by a class or series, the chairman or a majority of the

shares of such class or series so represented may adjourn the meeting with

respect to such specified business). No notice of the time and place of

adjourned meetings need be given except as required by law. The stockholders

present at a duly organized meeting may continue to transact business until

adjournment, notwithstanding the withdrawal of enough stockholders to leave less

than a quorum.

 

            Section 2.7 VOTING; MANNER OF ACTING.

 

            (a) Unless otherwise provided in the Articles of Incorporation, or

in any resolution providing for the issuance of the preferred stock adopted by

the Board of Directors pursuant to authority expressly vested in it by the

provisions of the Articles of Incorporation, each stockholder of record shall be

entitled to one (1) vote for each share of voting stock standing registered in

such stockholder's name on the record date.

 

            (b) Except as otherwise provided herein, all votes with respect to

shares standing in the name of an individual on the record date (including

pledged shares) shall be cast only by that individual or such individual's duly

authorized proxy, attorney-in-fact, or voting trustee(s) pursuant to a voting

trust. With respect to shares held by a representative of the estate of a

deceased stockholder, guardian, conservator, custodian or trustee, votes may be

cast by such holder upon proof of such representative capacity, even though the

shares do not stand in the name of such holder. In the case of shares under the

control of a receiver, the receiver may cast votes carried by such shares even

though the shares do not stand in the name of the receiver; provided, that the

order of a court of competent jurisdiction which appoints the receiver contains

the authority to cast votes carried by such shares. If shares stand in the name

of a minor, votes may be cast only by a parent of such minor or such other

guardian as may have provided the Corporation with written proof of appointment.

 

            (c) With respect to shares standing in the name of another

corporation, partnership, limited liability company or other legal entity on the

record date, votes may be cast: (i) in the case of a corporation, by such

individual as the bylaws of such other corporation prescribe, by such individual

as may be appointed by resolution of the board of directors of such other

corporation or by such individual (including the officer making the

authorization) authorized in writing to do so by the chairman of the board, if

any, president or any vice president of such corporation and (ii) in the case of

a partnership, limited liability company or other legal entity, by an individual

representing such stockholder upon presentation to the Corporation of

satisfactory evidence of his or her authority to do so.

 

 

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            (d) Notwithstanding anything to the contrary herein contained, the

Corporation shall not vote, directly or indirectly, shares of its own stock

owned by it; and such shares shall not be counted in determining the total

number of outstanding shares. If shares in the Corporation are held by the

Corporation in a fiduciary capacity, no votes shall be cast with respect thereto

on any matter except to the extent that the beneficial owner thereof possesses

and exercises a right to vote and gives the Corporation binding instructions on

how to vote.

 

            (e) Any holder of shares entitled to vote on any matter may cast a

portion of the votes in favor of such matter and refrain from casting the

remaining votes or cast the same against the proposal, except in the case of

elections of directors. If such holder entitled to vote votes any of its shares

affirmatively and fails to specify the number of affirmative votes, it will be

conclusively presumed that the holder is casting affirmative votes with respect

to all shares held.

 

            (f) With respect to shares standing in the name of two or more

persons, whether fiduciaries, members of a partnership, joint tenants, tenants

in common, husband and wife as community property, tenants by the entirety,

voting trustees, persons entitled to vote under a stockholder voting agreement

or otherwise and shares held by two or more persons (including proxy holders)

having the same fiduciary relationship in respect to the same shares, votes may

be cast in the following manner:

 

                  (i) If only one person votes, the vote of such person binds

                  all.

 

                  (ii) If more than one person casts votes, the act of the

                  majority so voting binds all.

 

                  (iii) If more than one person casts votes, but the vote is

                  evenly split on a particular matter, the votes shall be deemed

                  cast proportionately, as split.

 

            (g) If a quorum is present, unless the Articles of Incorporation

provide for a different proportion, action by the stockholders entitled to vote

on a matter other than the election of directors, is approved by and is the act

of the stockholders, if the number of votes cast in favor of the action exceeds

the number of votes cast in opposition to the action, unless voting by classes

is required for any action of the stockholders by the laws of the State of

Nevada, the Articles of Incorporation or these Bylaws, in which case the number

of votes cast in favor of the action by the voting power of each such class must

exceed the number of votes cast in opposition to the action by the voting power

of each such class.

 

            (h) If a quorum is present, unless elected by written consent

pursuant to these Bylaws and Section 78.320 of the Nevada Revised Statutes,

directors shall be elected by a plurality of the votes cast.

 

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            Section 2.8 PROXIES. At all meetings of stockholders, a stockholder

may vote by proxy executed in writing by the stockholder or as may be permitted

by law, or by his or her duly authorized attorney-in-fact. Such proxy must be

filed with the Secretary of the Corporation or his or her representative, or

otherwise delivered telephonically or electronically as set forth in the

applicable proxy statement, at or before the time of the meeting.

 

            Section 2.9 NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.

 

            (a) Nominations of persons for election to the Board of Directors

and the proposal of business to be transacted by the stockholders may be made at

an annual meeting of stockholders (1) pursuant to the Corporation's notice with

respect to such meeting, (2) by or at the direction of the Board of Directors or

(3) by any stockholder of record of the Corporation who was a stockholder of

record at the time of the giving of the notice provided for in the following

paragraph, who is entitled to vote at the meeting and who has complied with the

notice procedures set forth in this Section 2.9.

 

            (b) For nominations or other business to be properly brought before

an annual meeting by a stockholder pursuant to paragraph (a)(3) of this Section

2.9, (1) the stockholder must have given timely notice thereof in writing to the

Secretary of the Corporation, (2) such business must be a proper matter for

stockholder action under the Nevada General Corporation Law, (3) if the

stockholder, or the beneficial owner on whose behalf any such proposal or

nomination is made, has provided the Corporation with a Solicitation Notice, as

that term is defined in subclause (c)(iii) of this paragraph (b) of this Section

2.9, such stockholder or beneficial owner must, in the case of a proposal, have

delivered a proxy statement and form of proxy to holders of at least the

percentage of the Corporation's voting shares required under applicable law to

carry any such proposal, or, in the case of a nomination or nominations, have

delivered prior to the meeting a proxy statement and form of proxy to holders of

a percentage of the Corporation's voting shares reasonably believed by such

stockholder or beneficial holder to be sufficient to elect the nominee or

nominees proposed to be nominated by such stockholder, and must, in either case,

have included in such materials the Solicitation Notice and (4) if no

Solicitation Notice relating thereto has been timely provided pursuant to this

section, the stockholder or beneficial owner proposing such business or

nomination must not have solicited a number of proxies sufficient to have

required the delivery of such a Solicitation Notice under this Section 2.9. To

be timely, a stockholder's notice will be delivered to the Secretary at the

principal executive offices of the Corporation not less than 45 or more than 75

days prior to the first anniversary (the "Anniversary") of the date on which the

Corporation first mailed its proxy materials for the preceding year's annual

meeting of stockholders or, if no such annual meeting was held, the date on

which the Corporation first mailed its information statement in lieu of the

preceding year's annual meeting of stockholder; provided, however, if the date

of the annual meeting is advanced more than 30 days prior to or delayed by more

than 30 days after the anniversary of the preceding year's annual meeting or

effective date of the written consent, notice by the stockholder to be timely

must be so delivered not later than the close of business on the later of (x)

the 90th day prior to such annual meeting or (y) the 10th day following the day

on which public announcement of the date of such meeting is first made. Such

stockholder's notice will set forth (a) as to each person whom the stockholder

proposes to nominate for election or reelection as a director all information

relating to such person as would be required to be disclosed in solicitations of

proxies for the election of such nominees as directors pursuant to Regulation

14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),

 

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and such person's written consent to serve as a director if elected; (b) as to

any other business that the stockholder proposes to bring before the meeting, a

brief description of such business, the reasons for conducting such business at

the meeting and any material interest in such business of such stockholder and

the beneficial owner, if any, on whose behalf the proposal is made; and (c) as

to the stockholder giving the notice and the beneficial owner, if any, on whose

behalf the nomination or proposal is made (i) the name and address of such

stockholder, as they appear on the Corporation's books, and of such beneficial

owner, (ii) the class and number of shares of the Corporation that are owned

beneficially and of record by such stockholder and such beneficial owner, and

(iii) whether either such stockholder or beneficial owner intends to deliver a

proxy statement and form of proxy to holders of, in the case of a proposal, at

least the percentage of the Corporation's voting shares required under

applicable law to carry the proposal or, in the case of a nomination or

nominations, a sufficient number of holders of the Corporation's voting shares

to elect such nominee or nominees (an affirmative statement of such intent, a

"Solicitation Notice").

 

            (c) Notwithstanding anything in the second sentence of paragraph (b)

of this Section 2.9 to the contrary, in the event that the number of directors

to be elected to the Board of Directors is increased and there is no public

announcement naming all of the nominees for director or specifying the size of

the increased Board made by the Corporation at least 55 days prior to the

Anniversary, a stockholder's notice required by this Section 2.9 will also be

considered timely, but only with respect to nominees for any new positions

created by such increase, if it will be delivered to the Secretary at the

principal executive offices of the Corporation not later than the close of

business on the 10th day following the day on which such public announcement is

first made by the Corporation.

 

            (d) Only persons nominated in accordance with the procedures set

forth in this Section 2.9 will be eligible to serve as directors and only such

business will be conducted at an annual meeting of stockholders as will have

been brought before the meeting in accordance with the procedures set forth in

this Section 2.9. The chairman of the meeting will have the power and the duty

to determine whether a nomination or any business proposed to be brought before

the meeting has been made in accordance with the procedures set forth in these

Bylaws and, if any proposed nomination or business is not in compliance with

these Bylaws, to declare that such defective proposed business or nomination

will not be presented for stockholder action at the meeting and will be

disregarded.

 

            (e) Only such business will be conducted at a special meeting of

stockholders as will have been brought before the meeting pursuant to the

Corporation's notice of meeting. Nominations of persons for election to the

 

 

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Board of Directors may be made at a special meeting of stockholders at which

directors are to be elected pursuant to the Corporation's notice of meeting (i)

by or at the direction of the Board of Directors or (ii) by any stockholder of

record of the Corporation who is a stockholder of record at the time of giving

of notice provided for in this paragraph, who will be entitled to vote at the

meeting and who complies with the notice procedures set forth in this Section

2.9. Nominations by stockholders of persons for election to the Board of

Directors may be made at such a special meeting of stockholders if the

stockholder's notice required by paragraph (b) of this Section 2.9 will be

delivered to the Secretary at the principal executive offices of the Corporation

not later than the close of business on the later of the 90th day prior to such

special meeting or the 10th day following the day on which public announcement

is first made of the date of the special meeting and of the nominees proposed by

the Board to be elected at such meeting.

 

            (f) For purposes of this Section 2.9, "public announcement" will

mean disclosure in a press release reported by the Dow Jones News Service,

Associated Press or a comparable national news service or in a document publicly

filed by the Corporation with the Securities and Exchange Commission pursuant to

Sections 13, 14 or 15(d) of the Exchange Act.

 

            (g) Notwithstanding the foregoing provisions of this Section 2.9, a

stockholder will also comply with all applicable requirements of the Exchange

Act and the rules and regulations thereunder with respect to matters set forth

in this Section 2.9. Nothing in this Section 2.9 will be deemed to affect any

rights of stockholders to request inclusion of proposals in the Corporation's

proxy statement pursuant to Rule 14a-8 under the Exchange Act.

 

            Section 2.10 INSPECTORS OF ELECTIONS; OPENING AND CLOSING THE POLLS.

 

            (a) The Board of Directors by resolution will appoint one or more

inspectors, which inspector or inspectors may include individuals who serve the

Corporation in other capacities, including, without limitation, as officers,

employees, agents or representatives of the Corporation, to act at the meeting

and make a written report thereof. One or more persons may be designated as

alternate inspectors to replace any inspector who fails to act. If no inspector

or alternate has been appointed to act, or if all inspectors or alternates who

have been appointed are unable to act, at a meeting of stockholders, the

chairman of the meeting will appoint one or more inspectors to act at the

meeting.

 

            (b) The chairman of the meeting will fix and announce at the meeting

the date and time of the opening and the closing of the polls for each matter

upon which the stockholders will vote at a meeting. Section

 

            2.11 CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Any action required

or permitted to be taken at a meeting of the stockholders may be taken without a

meeting if a written consent thereto is signed by the holders of the voting

power of the Corporation that would be required at a meeting to constitute the

act of the stockholders. Whenever action is taken by written consent, a meeting

of stockholders need not be called or notice given. The written consent may be

signed in counterparts, including, without limitation, facsimile counterparts,

and shall be filed with the minutes of the proceedings of the stockholders.

 

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                                   ARTICLE III

                               BOARD OF DIRECTORS

 

            Section 3.1 GENERAL POWERS. The business and affairs of the

Corporation will be managed by or under the direction of the Board of Directors.

In addition to the powers and authority expressly conferred upon them by statute

or by the Articles of Incorporation or by these Bylaws, the directors are hereby

empowered to exercise all such powers and do all such acts and things as may be

exercised or done by the Corporation.

 

            Section 3.2 NUMBER, TENURE AND QUALIFICATIONS. Subject to the rights

of the holders of any series of Preferred Stock to elect additional directors

under specified circumstances, the number of directors will be fixed from time

to time exclusively by the Board of Directors, and each director elected will

hold office until his or her successor is elected and qualified.

 

            Section 3.3 REGULAR MEETINGS. The Board of Directors may, by

resolution, provide the time and place for the holding of regular meetings

without notice other than such resolution.

 

            Section 3.4 SPECIAL MEETINGS. Special meetings of the Board of

Directors will be called at the request of the Chairman of the Board, the Chief

Executive Officer, the President, the Independent Director, or a majority of the

Board of Directors. The person or persons authorized to call special meetings of

the Board of Directors may fix the place and time of the meetings. The

"Independent Director" means any independent director serving on the Audit

Committee of the Board of Directors.

 

            Section 3.5 NOTICE. Notice of any special meeting will be given to

each director at his or her business or residence in writing or by facsimile

transmission, telephone communication, electronic transmission (provided, with

respect to electronic transmission, that the director has consented to receive

the form of transmission at the address to which it is directed), or overnight

courier. If mailed, such notice will be deemed adequately delivered when

deposited in the United States mails so addressed, with postage thereon prepaid,

at least five days before such meeting. If by facsimile transmission or other

electronic transmission, such notice will be transmitted at least twenty-four

hours before such meeting. If by telephone, the notice will be given at least

twelve hours prior to the time set for the meeting. If by overnight courier, the

notice will be given to a nationally recognized overnight courier, with delivery

costs prepaid and delivery scheduled for the business day preceding the day of

the meeting. Neither the business to be transacted at, nor the purpose of, any

regular or special meeting of the Board of Directors need be specified in the

notice of such meeting, except for amendments to these Bylaws as provided under

Section 8.1 of Article VIII hereof. A meeting may be held at any time without

notice if all the directors are present (except as otherwise provided by law) or

if those not present waive notice of the meeting in writing, either before or

after such meeting.

 

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            Section 3.6 CONFERENCE TELEPHONE MEETINGS. Members of the Board of

Directors, or any committee thereof, may participate in a meeting of the Board

of Directors or such committee by means of conference telephone or similar

communications equipment by means of which all persons participating in the

meeting can hear each other, and such participation in a meeting will constitute

presence in person at such meeting.

 

            Section 3.7 QUORUM. A whole number of directors equal to at least a

majority of the elected and qualified directors of the Corporation who are

currently serving as such will constitute a quorum for the transaction of

business, provided that a quorum may never be less than 1/3 of the total number

of directors authorized (including any vacancies). If at any meeting of the

Board of Directors there is less than a quorum present, a majority of the

directors present may adjourn the meeting from time to time without further

notice. The act of the majority of the directors present at a meeting at which a

quorum is present will be the act of the Board of Directors.

 

            Section 3.8 VACANCIES. Subject to the rights of the holders of any

series of preferred stock then outstanding, newly created directorships

resulting from any increase in the authorized number of directors or any

vacancies in the Board of Directors resulting from death, resignation,

retirement, disqualification, removal from office or other cause will, unless

otherwise provided by law or by resolution of the Board of Directors, be filled

only by a majority vote of the directors then in office, though less than a

quorum, and directors so chosen will hold office until their respective

successors are elected and qualified. No decrease in the authorized number of

directors will shorten the term of any incumbent director.

 

            Section 3.9    COMMITTEES.

 

            (a) The Board of Directors may designate one or more committees,

each committee to consist of one or more of the directors of the Corporation.

The Board of Directors may designate one or more directors as alternate members

of any committee, who may replace any absent or disqualified member at any

meeting of the committee. In the absence or disqualification of a member of the

committee, the member or members thereof present at any meeting and not

disqualified from voting, whether or not he or she or they constitute a quorum,

may unanimously appoint another member of the Board of Directors to act at the

meeting in place of any such absent or disqualified member. Any such committee,

to the extent permitted by law and to the extent provided in the resolution of

the Board of Directors, will have and may exercise all the powers and authority

of the Board of Directors in the management of the business and affairs of the

Corporation, and may authorize the seal of the Corporation to be affixed to all

papers which may require it; provided, however, that no committee will have

power or authority in reference to the following matters: (1) approving,

adopting, or recommending to stockholders any action or matter required by law

to be submitted to stockholders for approval or (2) adopting, amending, or

repealing any bylaw

 

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            (b) Unless the Board of Directors otherwise provides, each committee

designated by the Board of Directors may make, alter and repeal rules for the

conduct of its business. In the absence of such rules each committee will

conduct its business in the same manner as the Board of Directors conducts its

business pursuant to these Bylaws.

 

            Section 3.10 REMOVAL. Subject to the rights of the holders of any

series of Preferred Stock then outstanding, any directors, or the entire Board

of Directors, may be removed from office at any time, but only for cause and

only by the affirmative vote of the holders of at least sixty-six and two-thirds

percent (66 2/3%) of the voting power of all of the then-outstanding shares of

capital stock of the Corporation entitled to vote generally in the election of

directors, voting together as a single class.

 

            Section 3.11 ACTION BY UNANIMOUS CONSENT OF DIRECTORS. The Board of

Directors may take action without the necessity of a meeting by unanimous

consent of directors. Such consent may be in writing or given by electronic

transmission.

 

                                   ARTICLE IV

                                    OFFICERS

 

            Section 4.1 ELECTED OFFICERS. The elected officers of the

Corporation will be a Chairman of the Board, a Chief Executive Officer, a

President, a Secretary, a Treasurer, and such other officers as the Board of

Directors from time to time may deem proper. The Chairman of the Board must be

chosen from the directors. An individual may hold more than one office. All

officers chosen by the Board of Directors will each have such powers and duties

as generally pertain to their respective offices, subject to the specific

provisions of this Article IV. Such officers will also have powers and duties as

from time to time may be conferred by the Board of Directors or by any committee

thereof.

 

            Section 4.2 ELECTION AND TERM OF OFFICE. The elected officers of the

Corporation will be elected annually by the Board of Directors at the regular

meeting of the Board of Directors held after each annual meeting of the

stockholders or held after the execution of a written consent in lieu of the

annual meeting. If the election of officers will not be held at such meeting,

such election will be held as soon thereafter as convenient. Subject to Section

4.7 of these Bylaws, each officer will hold office until his or her successor is

duly elected and qualified or until his or her death or until he or she resigns.

 

            Section 4.3 CHAIRMAN OF THE BOARD. The Chairman of the Board or a

director designated by the Chairman of the Board in his absence will preside at

all meetings of the Board.

 

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            Section 4.4 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer

will be the general manager of the Corporation, subject to the control of the

Board of Directors, and as such will preside at all meetings of stockholders,

will have general supervision of the affairs of the Corporation, will sign or

countersign or authorize another officer to sign all certificates, contracts,

and other instruments of the Corporation as authorized by the Board of

Directors, will make reports to the Board of Directors and stockholders, and

will perform all such other duties as are incident to such office or are

properly required by the Board of Directors.

 

            Section 4.5 PRESIDENT. The President will be the chief operating

officer of the Corporation and will be subject to the general supervision,

direction, and control of the Chief Executive Officer unless the Board of

Directors provides otherwise.

 

            Section 4.6 SECRETARY. The Secretary will give, or cause to be

given, notice of all meetings of stockholders and directors and all other

notices required by law or by these Bylaws, and in case of his or her absence or

refusal or neglect so to do, any such notice may be given by any person

thereunto directed by the Chairman of the Board, the Chief Executive Officer or

the President, or by the Board of Directors, upon whose request the meeting is

called as provided in these Bylaws. The Secretary will record all the

proceedings of the meetings of the Board of Directors, any committees thereof

and the stockholders of the Corporation in a book to be kept for that purpose,

and will perform such other duties as may be assigned to him by the Board of

Directors, the Chairman of the Board or the President.

 

            Section 4.7 TREASURER. The Treasurer will have the custody of the

corporate funds and securities and will keep full and accurate receipts and

disbursements in books belonging to the Corporation. The Treasurer will deposit

all moneys and other valuables in the name and to the credit of the Corporation

in such depositories as may be designated by the Board of Directors. The

Treasurer will disburse the funds of the Corporation in accordance with the

procedures as may be adopted by the Board of Directors from time to time, taking

proper vouchers for such disbursements. The Treasurer will render to the

Chairman of the Board, the President and the Board of Directors, whenever

requested, an account of all his or her transactions as Treasurer and of the

financial condition of the Corporation. If required by the Board of Directors,

the Treasurer will give the Corporation a bond for the faithful discharge of his

or her duties in such amount and with such surety as the Board of Directors will

prescribe.

 

            Section 4.8 REMOVAL. The Chief Executive Officer, the President, the

Secretary, the Treasurer and any officer elected by the Board of Directors may

be removed by the Board of Directors whenever, in their judgment, the best

interests of the Corporation would be served thereby. No elected officer will

have any contractual rights against the Corporation for compensation by virtue

of such election beyond the date of the election of his or her successor or his

or her death, resignation, or removal, whichever event will first occur, except

as otherwise provided in an employment contract or an employee plan.

 

                                       11

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            Section 4.9 RESIGNATIONS. Any director or any officer, whether

elected or appointed, may resign at any time by serving written notice of such

resignation on the Chairman of the Board, the President or the Secretary, or by

submitting such resignation by electronic transmission, and such resignation

will be deemed to be effective as of the close of business on the date said

notice is received by the Chairman of the Board, Chief Executive Officer, the

President, or the Secretary or at such later date as is stated therein. No

formal action will be required of the Board of Directors or the stockholders to

make any such resignation effective.

 

            Section 4.10 VACANCIES. A newly created office and a vacancy in any

office because of death, resignation, or removal may be filled by the Board of

Directors for the unexpired portion of the term at any meeting of the Board of

Directors.

 

                                    ARTICLE V

                        STOCK CERTIFICATES AND TRANSFERS

 

            Section 5.1    STOCK CERTIFICATES AND TRANSFERS.

 

            (a) The interest of each stockholder of the Corporation will be

evidenced by certificates for shares of stock in such form as the appropriate

officers of the Corporation may from time to time prescribe. The shares of the

stock of the Corporation will be transferred on the books of the Corporation by

the holder thereof in person or by his or her attorney, upon surrender for

cancellation of certificates for the same number of shares, with an assignment

and power of transfer endorsed thereon or attached thereto, duly executed, and

with such proof of the authenticity of the signature as the Corporation or its

agents may reasonably require.

 

            (b) The certificates of stock will be signed, countersigned and

registered in such manner as the Board of Directors may by resolution prescribe,

which resolution may permit all or any of the signatures on such certificates to

be in facsimile. In case any officer, transfer agent or registrar who has signed

or whose facsimile signature has been placed upon a certificate has ceased to be

such officer, transfer agent or registrar before such certificate is issued, it

may be issued by the Corporation with the same effect as if that person were

such officer, transfer agent or registrar at the date of issue.

 

                                   ARTICLE VI

                                 INDEMNIFICATION

 

            Section 6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS.

 

            (a) For purposes of this Article VI, (i) "Indemnitee" shall mean

each director or officer who was or is a party to, or is threatened to be made a

party to, or is otherwise involved in, any Proceeding (as hereinafter defined),

by reason of the fact that he or she is or was a director or officer of the

Corporation or is or was serving in any capacity at the request of the

Corporation as a director, officer, employee, agent, partner, member, managing

member, manager or fiduciary of, or in any other capacity for, another

corporation or any partnership, joint venture, limited liability company, trust,

or other enterprise; and (ii) "Proceeding" shall mean any threatened, pending,

or completed action, suit or proceeding (including, without limitation, an

action, suit or proceeding by or in the right of the Corporation), whether

civil, criminal, administrative, or investigative.

 

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            (b) Each Indemnitee shall be indemnified and held harmless by the

Corporation to the fullest extent permitted by Nevada law, against all expense,

liability and loss (including, without limitation, attorneys' fees, judgments,

fines, taxes, penalties, and amounts paid or to be paid in settlement)

reasonably incurred or suffered by the Indemnitee in connection with any

Proceeding; provided that such Indemnitee either is not liable pursuant to NRS

78.138 or acted in good faith and in a manner such Indemnitee reasonably

believed to be in or not opposed to the best interests of the Corporation and,

with respect to any Proceeding that is criminal in nature, had no reasonable

cause to believe that his or her conduct was unlawful. The termination of any

Proceeding by judgment, order, settlement, conviction or upon a plea of nolo

contendere or its equivalent, does not, of itself, create a presumption that the

Indemnitee is liable pursuant to NRS 78.138 or did not act in good faith and in

a manner in which he or she reasonably believed to be in or not opposed to the

best interests of the Corporation, or that, with respect to any criminal

proceeding he or she had reasonable cause to believe that his or her conduct was

unlawful. The Corporation shall not indemnify an Indemnitee for any claim, issue

or matter as to which the Indemnitee has been adjudged by a court of competent

jurisdiction, after exhaustion of all appeals therefrom, to be liable to the

Corporation or for any amounts paid in settlement to the Corporation, unless and

only to the extent that the court in which the Proceeding was brought or other

court of competent jurisdiction determines upon application that in view of all

the circumstances of the case, the Indemnitee is fairly and reasonably entitled

to indemnity for such amounts as the court deems proper. Except as so ordered by

a court and for advancement of expenses pursuant to this Section,

indemnification may not be made to or on behalf of an Indemnitee if a final

adjudication establishes that his or her acts or omissions involved intentional

misconduct, fraud or a knowing violation of law and was material to the cause of

action.

 

            (b) Indemnification pursuant to this Section shall continue as to an

Indemnitee who has ceased to be a director or officer and shall inure to the

benefit of his or her heirs, executors and administrators.

 

            (c) The expenses of directors and officers incurred in defending a

Proceeding involving alleged acts or omissions of such director or officer in

his or her capacity as a director or officer of the Corporation or while serving

in any capacity at the request of the Corporation as a director, officer,

employee, agent, partner, member, managing member, manager or fiduciary of, or

in any other capacity for, another corporation or any partnership, joint

venture, trust, or other enterprise, must be paid by the Corporation or through

insurance purchased and maintained by the Corporation or through other financial

arrangements made by the Corporation, promptly as they are incurred and in

advance of the final disposition of the Proceeding, upon receipt of an

undertaking by or on behalf of the director or officer to repay the amount if it

is ultimately determined by a court of competent jurisdiction that he or she is

not entitled to be indemnified by the Corporation. To the extent that a director

or officer of the Corporation is successful on the merits or otherwise in

defense of any Proceeding, or in the defense of any claim, issue or matter

therein, the Corporation shall indemnify him or her against expenses, including

attorneys' fees, actually and reasonably incurred in by him or her in connection

with the defense.

 

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<PAGE>

 

            Section 6.2 INDEMNIFICATION OF EMPLOYEES AND OTHER PERSONS. The

Corporation may, by action of its Board of Directors and to the extent provided

in such action, indemnify employees and other persons as though they were

Indemnitees.

 

            Section 6.3 NON-EXCLUSIVITY OF RIGHTS. The rights to indemnification

provided in this Article shall not be exclusive of any other rights that any

person may have or hereafter acquire under any statute, provision of the

Articles of Incorporation or these Bylaws, agreement, vote of stockholders or

directors, or otherwise.

 

            Section 6.4 INSURANCE. The Corporation may purchase and maintain

insurance or make other financial arrangements on behalf of any person who is or

was a director, officer, employee, or agent of the Corporation, or is or was

serving at the request of the Corporation as a director, officer, employee,

member, managing member or agent of another Corporation, partnership, limited

liability company, joint venture, trust, or other enterprise for any liability

asserted against him or her and liability and expenses incurred by him or her in

his or her capacity as a director, officer, employee or agent, or arising out of

his or her status as such, whether or not the Corporation has the authority to

indemnify him or her against such liability and expenses

 

            Section 6.5 OTHER FINANCIAL ARRANGEMENTS. The other financial

arrangements which may be made by the Corporation may include the following (i)

the creation of a trust fund; (ii) the establishment of a program of

self-insurance; (iii) the securing of its obligation of indemnification by

granting a security interest or other lien on any assets of the Corporation;

(iv) the establishment of a letter of credit, guarantee or surety. No financial

arrangement made pursuant to this subsection may provide protection for a person

adjudged by a court of competent jurisdiction, after exhaustion of all appeals

therefrom, to be liable for intentional misconduct, fraud, or a knowing

violation of law, except with respect to advancement of expenses or

indemnification ordered by a court.

 

            Section 6.6 OTHER MATTERS RELATING TO INSURANCE OR FINANCIAL

ARRANGEMENTS. Any insurance or other financial arrangement made on behalf of a

person pursuant to this Section may be provided by the Corporation or any other

person approved by the Board of Directors, even if all or part of the other

person's stock or other securities is owned by the Corporation. In the absence

of fraud (i) the decision of the Board of Directors as to the propriety of the

terms and conditions of any insurance or other financial arrangement made

pursuant to this Section and the choice of the person to provide the insurance

or other financial arrangement is conclusive; and (ii) the insurance or other

financial arrangement is not void or voidable and does not subject any director

approving it to personal liability for his action; even if a director approving

the insurance or other financial arrangement is a beneficiary of the insurance

or other financial arrangement.

 

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            Section 6.7 RIGHT OF INDEMNITEE TO BRING SUIT. If a claim made by an

Indemnitee under this Article is not paid in full by the Corporation within

thirty days after a written claim has been received by the Corporation, except

in the case of a claim for an advancement of expenses, in which case the

applicable period will be ten days, the Indemnitee may at any time thereafter

bring suit against the Corporation to recover the unpaid amount of the claim. If

successful in whole or in part in any such suit, or in a suit brought by the

Corporation to recover an advancement of expenses, the Indemnitee will be

entitled to be paid also the expense of prosecuting or defending such suit. In

(i) any suit brought by the Indemnitee to enforce any right to indemnification

hereunder (but not in a suit brought by the Indemnitee to enforce a right to an

advancement of expenses) it will be a defense that, and (ii) in any suit by the

Corporation to recover an advancement of expenses the Corporation will be

entitled to recover such expenses upon a final adjudication that, the Indemnitee

has not met any applicable standard for indemnification. Neither the failure of

the Corporation (including its Board of Directors, independent legal counsel, or

its stockholders) to have made a determination prior to the commencement of such

suit that indemnification of the Indemnitee is proper in the circumstances

because the Indemnitee has met the applicable standard of conduct, nor an actual

determination by the Corporation (including its Board of Directors, independent

legal counsel, or its stockholders) that the Indemnitee has not met such

applicable standard of conduct, will create a presumption that the Indemnitee

has not met the applicable standard of conduct or, in the case of such a suit

brought by the Indemnitee, be a defense to such suit. In any suit brought by the

Indemnitee to enforce a right to indemnification or to an advancement of

expenses hereunder, or by the Corporation to recover an advancement of expenses

pursuant to the terms of an undertaking, the burden of proving that the

Indemnitee is not entitled to be indemnified, or to such advancement of

expenses, under this Article or otherwise will be on the Corporation.

 

            Section 6.8 AMENDMENT. The provisions of this Article VI relating to

indemnification shall constitute a contract between the Corporation and each of

its directors and officers which may be modified as to any director or officer

only with that person's prior written consent specifically referring to these

provisions or as specifically provided in this Article. Notwithstanding any

other provision of these Bylaws relating to their amendment generally, any

repeal or amendment of this Article which is adverse to any director or officer

shall apply to such director or officer only on a prospective basis, and shall

not limit the rights of an Indemnitee to indemnification with respect to any

action or failure to act occurring prior to the time of such repeal or

amendment.

 

 

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<PAGE>

 

            Section 6.9 NOTICE AND OTHER INDEMNIFICATION PROCEDURES.

 

            (a) Promptly after receipt by the Indemnitee of notice of the

commencement of or the threat of commencement of any Proceeding, the Indemnitee

shall, if the Indemnitee believes that indemnification with respect thereto may

be sought from the Corporation, notify the Corporation of the commencement or

threat of commencement thereof.

 

            (b) If, at the time of the receipt of a notice of the commencement

of a Proceeding, the Corporation has D&O Insurance in effect, the Corporation

shall give prompt notice of the commencement of such proceeding to the insurers

in accordance with the procedures set forth in the respective policies. The

Corporation shall thereafter take all necessary or desirable action to cause

such insurers to pay, on behalf of the Indemnitee, amounts payable as a result

of such proceeding in accordance with the terms of such D&O Insurance policies.

 

            (c) In the event the Corporation shall be obligated to advance the

expenses for any Proceeding against the Indemnitee, the Corporation, if

appropriate, shall be entitled to assume the defense of such proceeding, with

counsel approved by the Indemnitee (which approval shall not be unreasonably

withheld), upon the delivery to the Indemnitee of written notice of its election

to do so. After delivery of such notice, approval of such counsel by the

Indemnitee and the retention of such counsel by the Corporation, the Corporation

will not be liable to the Indemnitee under these Bylaws for any fees of counsel

subsequently incurred by the Indemnitee with respect to the same proceeding,

provided that: (a) the Indemnitee shall have the right to employ his own counsel

in any such proceeding at the Indemnitee's expense; and (b) if (i) the

employment of counsel by the Indemnitee has been previously authorized by the

Corporation, (ii) the Indemnitee shall have reasonably concluded that there may

be a conflict of interest between the Corporation and the Indemnitee in the

conduct of any such defense, or (iii) the Corporation shall not, in fact, have

employed counsel to assume the defense of such proceeding, then the fees and

expenses of the Indemnitee's counsel shall be at the expense of the Corporation.

 

            Section 6.10 EXCEPTIONS. Any other provision herein to the contrary

notwithstanding, the Corporation shall not be obligated:

 

            (a) CLAIMS INITIATED BY INDEMNITEE. To indemnify or advance expenses

to the Indemnitee with respect to proceedings or claims initiated or brought

voluntarily by the Indemnitee and not by way of defense, except with respect to

proceedings specifically authorized by the Board or brought to establish or

enforce a right to indemnification and/or advancement of expenses arising under

these Bylaws, the Articles of Incorporation or Bylaws of the Corporation or any

subsidiary or any statute or law, but such indemnification or advancement of

expenses may be provided by the Corporation in specific cases if the Board finds

it to be appropriate; or

 

            (b) UNAUTHORIZED SETTLEMENTS. To indemnify the Indemnitee hereunder

for any amounts paid in settlement of a proceeding unless the Corporation

consents in advance in writing to such settlement, which consent shall not be

unreasonably withheld or delayed; or

 

            (c) SECURITIES LAW ACTIONS. To indemnify the Indemnitee on account

of any suit in which judgment is rendered against the Indemnitee for an

accounting of profits made from the purchase or sale by the Indemnitee of

securities of the Corporation pursuant to the provisions of Section 16(b) of the

Exchange Act or similar provisions of any federal, state or local statutory law.

 

 

                                       16

<PAGE>

 

                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

 

            Section 7.1 FISCAL YEAR. The fiscal year-end of the Corporation

shall be such date as may be fixed from time to time by resolution of the Board

of Directors.

 

            Section 7.2 DIVIDENDS. The Board of Directors may from time to time

declare, and the Corporation may pay, dividends on its outstanding shares in the

manner and upon the terms and conditions provided by law and its Articles of

Incorporation.

 

            Section 7.3 SEAL. The Board of Directors may, by resolution,

authorize a seal, and the seal may be used by causing it, or a facsimile, to be

impressed, affixed or otherwise reproduced. Except when otherwise specifically

provided herein, any officer of the Corporation shall have the authority to

affix the seal to any document requiring it.

 

            Section 7.4 WAIVER OF NOTICE. Whenever any notice is required to be

given to any stockholder or director of the Corporation under the provisions of

the Nevada General Corporation Law, a waiver thereof in writing, signed by the

person or persons entitled to such notice, whether before or after the time

stated therein, will be deemed equivalent to the giving of such notice. Neither

the business to be transacted at, nor the purpose of, any annual or special

meeting of the stockholders or the Board of Directors need be specified in any

waiver of notice of such meeting.

 

            Section 7.5 AUDITS. The accounts, books and records of the

Corporation will be audited upon the conclusion of each fiscal year by an

independent certified public accountant selected by the Audit Committee of the

Board of Directors, and it will be the duty of the Audit Committee of the Board

of Directors to cause such audit to be made annually.

 

            Section 7.6 CONTRACTS. Except as otherwise required by law, the

Articles of Incorporation or these Bylaws, any contracts or other instruments

may be executed and delivered in the name and on the behalf of the Corporation

by such officer or officers of the Corporation as the Board of Directors may

from time to time direct. Such authority may be general or confined to specific

instances as the Board may determine. The Chairman of the Board or the President

may execute bonds, contracts, deeds, leases and other instruments to be made or

executed for or on behalf of the Corporation. Subject to any restrictions

imposed by the Board of Directors or the Chairman of the Board, the Chief

Executive Officer, or the President of the Corporation may delegate contractual

powers to others under his or her jurisdiction, it being understood, however,

that any such delegation of power will not relieve such officer of

responsibility with respect to the exercise of such delegated power.

 

                                       17

<PAGE>

 

            Section 7.7 PROXIES. Unless otherwise provided by resolution adopted

by the Board of Directors, the Chairman of the Board, or the President may from

time to time appoint any attorney or attorneys or agent or agents of the

Corporation, in the name and on behalf of the Corporation, to cast the votes

which the Corporation may be entitled to cast as the holder of stock or other

securities in any other corporation or other entity, any of whose stock or other

securities may be held by the Corporation, at meetings of the holders of the

stock and other securities of such other corporation or other entity, or to

consent in writing, in the name of the Corporation as such holder, to any action

by such other corporation or other entity, and may instruct the person or

persons so appointed as to the manner of casting such votes or giving such

consent, and may execute or cause to be executed in the name and on behalf of

the Corporation and under its corporate seal or otherwise, all such written

proxies or other instruments as he or she may deem necessary or proper under the

circumstances.

 

                                  ARTICLE VIII

                                   AMENDMENTS

 

            Section 8.1 AMENDMENTS. Subject to the provisions of the Articles of

Incorporation, these Bylaws may be amended, altered, added to, rescinded or

repealed at any meeting of the Board of Directors or of the stockholders,

provided notice of the proposed change was given in the notice of the meeting.

 

                                   ARTICLE IX

                                   AMENDMENTS

 

            Section 9.1 CHANGES IN NEVADA LAW. References in these Bylaws to

Nevada law or the Nevada Revised Statutes or to any provision thereof shall be

to such law as it existed on the date these Bylaws were adopted or as such law

thereafter may be changed; provided that (a) in the case of any change which

expands the liability of directors or officers or limits the indemnification

rights or the rights to advancement of expenses which the Corporation may

provide in Article VI hereof, the rights to limited liability, to

indemnification and to the advancement of expenses provided in the Corporation's

Articles of Incorporation and/or these Bylaws shall continue as theretofore to

the extent permitted by law; and (b) if such change permits the Corporation,

without the requirement of any further action by stockholders or directors, to

limit further the liability of directors or officers or to provide broader

indemnification rights or rights to the advancement of expenses than the

Corporation was permitted to provide prior to such change, then liability

thereupon shall be so limited and the rights to indemnification and the

advancement of expenses shall be so broadened to the extent permitted by law.

 

                           CERTIFICATE OF SECRETARY OF

 

                                  SULPHCO, INC.

 

            The undersigned, Kirk S. Schumacher, hereby certifies that he is the

duly elected and acting Secretary of SulphCo, Inc., a Nevada corporation, and

that the Bylaws attached hereto constitute the Bylaws of SulphCo, Inc. as duly

adopted by its Directors on April 18, 2003.

 

 

April 18, 2003                                  /S/  KIRK S. SCHUMACHER

                                                ---------------------------

                                                Kirk S. Schumacher, Secretary

 

 

 

AMENDMENT TO BYLAWS

OF

SULPHCO, INC.

a Nevada Corporation

 

 

Pursuant to the approval by a majority of the Directors of SulphCo, Inc. (the “Company”) during a special telephonic meeting of the Company’s Board of Directors held on January 17, 2007, and in accordance with the authority provided to the Directors pursuant to Section 8.1 of the Bylaws, the Company’s Bylaws are amended as follows:

 

Section 8.1 of the Company’s Bylaws is amended in its entirety as follows:

 

“Section 8.1 AMENDMENTS. Subject to the provisions of the Articles of Incorporation, the authority to amend, alter, add to, rescind or repeal the Bylaws is granted exclusively to the Board of Directors.”

 

 

 

 

AMENDMENT TO BYLAWS

OF

SULPHCO, INC.

a Nevada Corporation

 

 

Pursuant to the unanimous approval of the Directors of SulphCo, Inc. (the “Company”) during a special telephonic meeting of the Company’s Board of Directors held on May 29, 2007, and in accordance with the authority provided to the Directors pursuant to Section 8.1 of the Company’s Amended and Restated Bylaws (the “Bylaws”), the Bylaws are amended as follows:

 

Section 2.1 of the Bylaws shall be deleted and restated in its entirety to read as follows: “Section 2.1 ANNUAL MEETING. The annual meeting of the stockholders of the Corporation will be held at such date and time as may be fixed by resolution of the board of directors.”

 

Section 2.7(h) of the Bylaws shall be deleted and restated in its entirety to read as follows: “(h) If a quorum is present, directors shall be elected by a plurality of the votes cast.”

 

Section 2.11 of the Bylaws shall be deleted and restated in its entirety to read as follows: “Section 2.11 CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Any action required or permitted to be taken at a meeting of the stockholders, except for the election of directors which may only be done at a meeting of stockholders, may be taken without a meeting if a written consent thereto is signed by the holders of the voting power of the Corporation that would be required at a meeting to constitute the act of the stockholders. Whenever action is taken by written consent, a meeting of stockholders need not be called or notice given. The written consent may be signed in counterparts, including, without limitation, facsimile counterparts, and shall be filed with the minutes of the proceedings of the stockholders.”

 

Adopted: 2007-06-01

 

 

 

AMENDMENT TO BYLAWS

OF

SULPHCO, INC.

a Nevada Corporation

 

 

Pursuant to the unanimous approval of the Directors of SulphCo, Inc. (the “Company”) by written consent in lieu of a meeting of the Company’s Board of Directors dated as of April 9, 2008, and in accordance with the authority provided to the Directors pursuant to Article Nine of the Company’s Amended and Restated Articles of Incorporation and Section 8.1 of the Company’s Amended and Restated Bylaws (the “Bylaws”), the Bylaws are amended as follows:

 

Section 2.11 of the Bylaws shall be deleted in its entirety.

 

Section 3.2 of the Bylaws shall be deleted and restated in its entirety to read as follows:

 

“NUMBER, TENURE AND QUALIFICATIONS.

(a) Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of directors will be fixed from time to time exclusively by the Board of Directors.

 

(b) At and after the 2008 annual meeting of stockholders (the “2008 Annual Meeting”), the Board of Directors shall be divided into three classes of approximately equal size, designated Class I, Class II and Class III. Class I and Class II shall initially consist of two (2) directors and Class III shall initially consist of three (3) directors. The term of the initial Class I directors shall terminate at the first annual meeting of stockholders following the 2008 Annual Meeting, the term of the initial Class II directors shall terminate at the second annual meeting of stockholders following the 2008 Annual Meeting, and the term of the initial Class III directors shall terminate at the third annual meeting of stockholders following the 2008 Annual Meeting or, in each case, upon such Director's earlier death, resignation, retirement, disqualification or removal.

 

(c) At each annual meeting of stockholders following the 2008 Annual Meeting, successors to the class of directors whose term expires at that annual meeting of stockholders shall be elected for a term ending at the third annual meeting of stockholders following his or her election.

 

(d) A director shall hold office until the director’s successor shall be elected and shall qualify, subject, however, to earlier death, resignation, retirement, disqualification or removal from office.”

 

Section 3.8 of the Bylaws shall be deleted and restated in its entirety to read as follows:

 

“Subject to the rights of the holders of any series of preferred stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal or other cause will, unless otherwise provided by law or by resolution of the Board of Directors, be filled only by a majority vote of the directors then in office, though less than a quorum, and directors so chosen will hold office for the remaining term of the class of director to which they were appointed and until their respective successors are elected and qualified.”

[As Filed: 04/15/2008]

 

 

 

AMENDMENT TO BYLAWS

OF

SULPHCO, INC.

a Nevada Corporation

 

Pursuant to the approval of the Board of Directors of SulphCo, Inc. (the “Company”) in accordance with the authority provided to the Board of Directors pursuant to Article Nine of the Company’s Amended and Restated Articles of Incorporation and Section 8.1 of the Company’s Amended and Restated Bylaws (the “Bylaws”), effective March 27, 2009 the Bylaws are amended as follows:

 

Section 3.2 of the Bylaws shall be deleted and restated in its entirety to read as follows:

 

“NUMBER, TENURE AND QUALIFICATIONS.

(a) The number of directors will be fixed from time to time exclusively by the Board of Directors.

 

(b) Commencing with the 2009 annual meeting of stockholders (the “2009 Annual Meeting”), directors shall be elected annually for terms of one (1) year. Notwithstanding the foregoing sentence, each director previously elected to a term ending after the 2009 Annual Meeting shall serve out the remainder of such term, but shall thereafter be elected annually for a term of one (1) year.

 

(c) A director shall hold office until the next succeeding annual meeting of stockholders and until his or her successor shall be duly elected and shall qualify, subject, however, to his or her earlier death, resignation, retirement, disqualification or removal from office.”

 

Section 3.8 of the Bylaws shall be deleted and restated in its entirety to read as follows:

 

“Newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal or other cause will, unless otherwise provided by law or by resolution of the Board of Directors, be filled only by a majority vote of the directors then in office, though less than a quorum. Any director elected or appointed to fill (i) a newly created directorship resulting from an increase in the authorized number of directors or (ii) a vacancy resulting from death, resignation, retirement, disqualification, removal or other cause, shall serve until the next succeeding annual meeting of stockholders and until his or her successor shall be duly elected and shall qualify. No decrease in the authorized number of directors will shorten the term of any incumbent director.”

[As Filed: 03/30/2009]