BTCS Inc.

07/05/2024 | Press release | Distributed by Public on 07/05/2024 14:06

Certificate of Incorporation/Bylaws Form 8 K

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

On July 3, 2024, the Board of Directors (the "Board") of BTCS Inc. (the "Company") approved and adopted amended and restated bylaws (the "Amended and Restated Bylaws") which became effective on July 3, 2024. Among other things, the amendments effected by the Amended and Restated Bylaws include:

● Adding a provision for the voting requirements of approving amendments to the Articles of Incorporation effectuating reverse stock splits, in accordance with Section 78.2055 of the Nevada Revised Statutes ("NRS").
● Amending the timeframe in which a proxy is valid from three years, unless the proxy provides otherwise, to six months, unless the proxy specifies otherwise, but in no case may the proxy duration exceed seven years.
● Raising the voting threshold of director removal to align with the NRS from the majority of outstanding shares to no less than two-thirds of the voting power of the issued and outstanding stock entitled to vote.
● Eliminating the requirement that an annual meeting of the Board of Directors must occur immediately after the annual meeting of stockholders.
● Aligning the requirements for uncertificated shares with the provisions of the NRS.
● Removal of various redundant provisions and other provisions that are not required by the NRS or other governing law.

The Amended and Restated Bylaws also include various other updates, including certain technical, conforming, and clarifying changes that align with the NRS. The foregoing description of the changes contained in the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.