Published on July 21, 2005
AMENDMENT NO. 1 TO
BYLAWS OF
DIGICORP
The undersigned, being the Chief Executive Officer and Secretary of
Digicorp, a corporation existing under the laws of the State of Utah (the
"Corporation"), do hereby certify as follows:
ARTICLE III, Section 3 of the Corporation's Bylaws is hereby superceded
and replaced as follows:
"3. VACANCIES
Any vacancy occurring in the Board of Directors, including a vacancy
resulting from an increase in the number of directors, may be filled by
the affirmative vote of a majority of the remaining directors though
less than an 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."
IN WITNESS WHEREOF, the foregoing Amendment No. 1 to the Bylaws of the
Corporation were adopted and approved by the Board of Directors by unanimous
written consent dated July 20, 2005.
DIGICORP
/s/ Milton Ault
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Milton "Todd" Ault, III
Chief Executive Officer
/s/ Lynne Silverstein
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Lynne Silverstein
Secretary