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SCO Amends Its ByLaws
Friday, January 04 2008 @ 05:35 PM EST

SCO has just filed an 8K, announcing it has amended its bylaws:
Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal year.

On December 31, 2007, the Board of Directors of The SCO Group, Inc. (the “Company”) adopted an amendment to Sections 1, 2 and 3 of Article VI of the Company’s Amended and Restated Bylaws (the “Bylaws”) to clarify the Company’s ability to issue and transfer uncertificated shares. The amendment to the Bylaws will facilitate the Company’s eligibility to participate in the direct registration statement, or DRS.

A copy of the amendment to the Bylaws is attached as Exhibit 3.1 to this report and is hereby incorporated by reference.

Attached to the 8K is the Amendment, and it's signed by Ryan Tibbitts, who is apparently the Secretary now.

*****************************

Exhibit 3.1

AMENDMENT TO THE AMENDED AND RESTATED BYLAWS
OF THE SCO GROUP, INC.

The undersigned, in his capacity as the duly appointed and incumbent Secretary of The SCO Group, Inc. (the "Corporation"), hereby certifies on behalf of the Corporation that the following Amendment to the Amended and Restated Bylaws of the Corporation (the "Bylaws") was duly adopted by the Board of Directors of the Corporation on December 31, 2007:

1. Section 1 of Article VI of the Corporation’s Bylaws is hereby amended and restated to read in its entirety as follows:

“Section 1. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the Chairman of the Board of Directors, 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 him/her in the corporation; provided, however, that the Board of Directors may, subject to the limits imposed by law, provide by resolution or resolutions that some or all of any or all classes or series shall be uncertificated shares. Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefor, and the amount paid thereon shall be specified. 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 qualification, 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 that the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate that 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 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. Any of or all the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have 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 he/she were such officer, transfer agent or registrar at the date of issue.”

2. Section 2 of Article VI of the Corporation’s Bylaws is hereby amended and restated to read in its entirety as follows:

“Section 2. The Board of Directors may direct the issue of (i) a new certificate or certificates or (ii) uncertificated shares 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, 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/her legal representative, to advertise the same in such manner as it shall require and/or to 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. Section 3 of Article VI of the Corporation’s Bylaws is hereby amended and restated to read in its entirety as follows:

“Section 3. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue, in the corporation’s sole discretion, (i) a new certificate or (ii) uncertificated shares to the person entitled thereto, cancel the old certificate and record the transaction upon its books.”

4. All other provisions of the Bylaws remain in full force and effect.

Date: December 31, 2007
/s/ Ryan E. Tibbitts
Ryan E. Tibbitts
Secretary


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