Unanimous Written Consent of Surna, Inc. Board of Directors Amending Bylaws
The Board of Directors of Surna, Inc., a Nevada corporation, unanimously agreed in writing to amend the company's bylaws. The amendment changes Article II ยง 02 to specify that the number of directors will be between one and thirteen, as determined by shareholders or the board. Directors do not need to be Nevada residents or shareholders. This action was taken without a formal meeting, as allowed by Nevada law, and is effective as of August 18, 2015.
ACTION BY UNANIMOUS WRITTEN CONSENT
IN LIEU OF A
MEETING OF THE BOARD OF DIRECTORS
OF
SURNA, INC.
(A NEVADA CORPORATION)
The undersigned, being all of the members of the Board of Directors of Surna, Inc., a Nevada corporation (the “Company”), hereby take, pursuant to the authority granted by § 78.315 of the General Corporation laws of Nevada, the following actions and adopt the following resolutions by this Action by Unanimous Written Consent in Lieu of a Meeting:
Amendment to the Bylaws
BE IT HEREBY RESOLVED that Article II § 02 of the Company’s Bylaws are amended by inserting the underlined portion as follows:
The number of Directors of the Corporation shall be not less than one nor more than thirteen, as determined from time to time by action of the Shareholders or by a resolution of the entire Board of Directors (excluding any un-filled vacancies), or if the number is not fixed, the number shall be one. Each Director shall hold office until the next annual meeting of shareholders and until his/her successor shall have been elected and qualified. Directors need not be residents of the State of Nevada or shareholders of the Corporation.
| Dated: August 18, 2015 | /s/ Tae Darnell |
| Tae Darnell, President | |
| Dated: August 18, 2015 | /s/ Douglas McKinnon |
| Douglas McKinnon, Treasurer |
