Effective
as of November 5, 2021, Unique Logistics International, Inc., a Nevada corporation (the “Company”) adopted amended and restated
bylaws (the “Restated Bylaws”), to update, replace, and amend the following:
Annual
Shareholder Meeting
Previous
Bylaws
Amended
and Restated Bylaws
Article
II, Section 2.01
– The annual meeting of the stockholders shall be held within 180 days after the end of the corporation’s
fiscal year.
Article
II, Section 1
– The annual meeting of the stockholders of the Corporation shall be held at the time fixed, from time to
time, by the Board of Directors.
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Special
Meeting of Shareholders
Previous
Bylaws
Amended
and Restated Bylaws
Article
II, Section 2.02
– Special meetings of the stockholders may be called at any time in the manner provided in the articles of
incorporation.
Article
II, Section 2(a)
– Special meetings of the stockholders may be called by the Board of Directors, the holders of outstanding
shares of stock entitled to cast not less than 33.34% of the votes at the meeting or such person or persons authorized by the Board
of Directors.
Quorum
Requirement of Shareholder Meetings
Previous
Bylaws
Amended
and Restated Bylaws
Article
II, Section 2.08
– Stock representing a majority of the voting power of all outstanding stock of the corporation entitled to
vote, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of
business, except as otherwise provided by statute or by the articles of incorporation.
Article
II, Section 6(a)
– Except as otherwise provided in these By-laws, the holders of thirty-three and 34/100 percent (33.34%)
of the issued and outstanding shares of the Corporation entitled to vote at a meeting, present in person or represented by proxy,
shall constitute a quorum for the transaction of business at a meeting of the corporation.
Proxies
for Shareholder Voting
Previous
Bylaws
Amended
and Restated Bylaws
Article
II, Section 2.11
– No proxy shall be voted or acted on after six months from its date, unless the proxy is coupled with an
interest, or unless the proxy provides for a longer period not to exceed seven years.
Article
II, Section 11(a)
– No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides
for a longer period.
Fixing
the Record Date For Stockholder Voting
Previous
Bylaws
Amended
and Restated Bylaws
Article
II, Section 2.06
– If no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting,
the day preceding the date on which notice of the meeting is mailed shall be the record date. For any other purpose, the record date
shall be the close of business on the date on which the resolution of the board of directors pertaining thereto is adopted.
Article
V, Section 6
– If no record date is fixed: (1) the record date for determining stockholders entitled to notice of and to vote
at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice
is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining
stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action of the Board of Directors
is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken
is delivered to the Corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law,
shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3)
the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.
Action
Without a Meeting; Equality of Votes; Dispute as to Entitlement to Vote; Joint Owners of Stock; Conduct of Meeting
Previous
Bylaws
Amended
and Restated Bylaws
Article
II, Section 2.17
— Unless otherwise provided in the articles of incorporation, any action required to be taken at any annual
or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
Article
II, Section 5
– Unless otherwise provided by law, any action required to be taken at a meeting of the stockholders, or
any other action which may be taken at a meeting of the stockholders, may be taken without a meeting, without prior notice and without
a vote if written consents are signed by stockholders representing a majority of the shares entitled to vote at such a meeting, except
however, if a different proportion of voting power is required by law, the Articles of Incorporation or these Bylaws, than that proportion
of written consents is required.
Equality
of Votes
— No Applicable Provision.
Dispute
as to Entitlement to Vote
— No Applicable Provision.
Joint
Owners of Stock
– No Applicable Provision
Procedure
of Meeting, Article II, 2.18
– Meeting of the stockholders shall be conducted pursuant to such reasonable rules of conduct
and protocol as the board of directors or the officer of the Corporation or other person presiding at the meeting may prescribe or, if
no such rules are prescribed, in accordance with the most recent published edition of Robert’s Rules of Order.
Article
II, Section 9
– In the case of an equality of votes, the chairman of the meeting at which the vote takes place is not entitled
to have a casting vote in addition to the vote or votes to which he may be entitled as a stockholder of proxyholder.
Article
II, Section 10
– In a dispute as to the admission or rejection of a vote at an annual or special meeting, the decision
of the chairman made in good faith is conclusive.
Article
II, Section 13
– If shares or other securities having voting power stand of record in the names of two or more persons,
whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two
or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to
the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so
provided, their acts with respect to voting shall have the following effect: (a) if only one votes, such person’s act binds
all; or (b) if more than one votes, and the vote is not evenly split on any particular matter, the act of the majority so voting
binds all.
Article
II, Section 15
– The date and time of the opening and the closing of the polls for each election, question or matter upon which
the stockholders will vote at a meeting shall be announced at the meeting by the person presiding at the meeting. The Board of Directors
may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except
to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the person presiding at any meeting
of stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures
and to do all such acts as, in the judgment of the person presiding at the meeting, are appropriate for the proper conduct of the meeting.
Nomination
of Directors
Previous
Bylaws
Amended
and Restated Bylaws
Article
II, Section 2.12
– Such nominations, other than those made by or at the direction of the board of directors, shall be made
by timely notice in writing to the secretary of the corporation. To be timely, a stockholder’s notice must be delivered or
mailed to and received at the registered office of the corporation not less than 30 days prior to the date of the meeting; provided,
in the event that less than 40 days’ notice of the date of the meeting is given or made to stockholders, to be timely, a
stockholder’s notice must be so received not later than the close of business on the tenth day following the day on which such
notice of the date of the meeting was mailed.
Article
III, Section 1
– Such nominations by any stockholder shall be made pursuant to timely notice in writing to the Secretary
of the Corporation. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices
of the Corporation not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the
one hundred twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting; provided, however,
that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such
anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the one hundred twentieth
(120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior
to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first
made by the corporation.
Notice
of Special Meeting of the Board of Directors
Previous
Bylaws
Amended
and Restated Bylaws
Article
III, Section 3.07
– Notice of any special meeting can be given at least 72 hours prior thereto by written notice delivered
personally or sent by facsimile transmission confirmed by registered mail or certified mail, postage prepaid, or by overnight courier
to each director. Any such notice shall be deemed to have been given as of the date so personally delivered or sent by facsimile
transmission or as of the day following dispatch by overnight courier.
Article
III, Section 7
– Special meetings of the Board of Directors may be called by the Chairman or the President on twenty-four
hours’ notice to each director; special meetings shall be called by the Chairman, the President or the Secretary in like manner
and on like notice on the written request of two directors unless the Board consists of only one director; in which case special
meetings shall be called by the Chairman, the President or Secretary in like manner or on like notice on the written request of the
sole director.
Motions
Previous
Bylaws
Amended
and Restated Bylaws
No
Applicable Section
Article
II, Section 8 –
No motion proposed at an annual or special meeting need be seconded.
Regulations
Regarding Transfer of Stock; Executive Committees; Loans; Number of Directors; Notices
Previous
Bylaws
Amended
and Restated Bylaws
Article
VI, Section 6.03
— Subject to the provisions of the articles of incorporation, the board of directors may make such rules
and regulations as they may deem expedient concerning the issuance, transfer, redemption, and registration of certificates for stock
of the corporation.
Regulations
Regarding Transfer of Stock
- No Applicable Provision.
Article
VII, Section 7.01
– Executive Committee. The board of directors, by resolution adopted by a majority of the Whole Board, may
appoint from its membership an executive committee of not less than three members (whose members shall include the chairman of the board,
if any, and the president, one of whom shall act as chairman of the executive committee, as the board may designate).
Article
V, Section 5.02
- No loan or advance shall be contracted on behalf of the corporation, no negotiable paper or other evidence
of its obligation under any loan or advance shall be issued in its name, and no property of the corporation shall be mortgaged, pledged,
hypothecated, transferred, or conveyed as security for the payment of any loan, advance, indebtedness, or liability of the corporation,
unless and except as authorized by the board of directors. Any such authorization may be general or confined to specific instances.
Article
III, Section 3.02
- The number of directors which shall constitute the board, subject to the limitations set forth in the articles
of incorporation, shall be determined by resolution of a majority of the total number of directors if there were no vacancies (the “Whole
Board”) or, if there are fewer directors than a majority of the Whole Board, by the unanimous consent of the remaining directors
or by the stockholders at the annual meeting of the stockholders or a special meeting called for such purpose.
Notices
- No Applicable Provision
Executive
Committees
- No Applicable Provision.
Loans
- No Applicable Provision
Article
III, Section 1
- Subject to any limitations in the laws of the State of Nevada, the Articles of Incorporation or these By-Laws,
the number of directors may be changed from time to time by resolutions adopted by the Board of Directors or the stockholders.
Article
VI, Section 6
- Whenever, under the provisions of the statutes or of the Articles of Incorporation or of these By-Laws, notice is
required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given
in any manner as may be permitted by law reasonably intended to give actual notice, to such address, physical or electronic, as appears
on the records of the Corporation, with any required postage prepaid. Notice to any director may be by any reasonable means, including,
without limitation, mail, personal delivery, facsimile, or electronic communication. All notices shall be deemed given when sent.
Fractional
Share Interests
Previous
Bylaws
Amended
and Restated Bylaws
No
Applicable Provision.
Article
V, Section 8
– The Corporation may, but shall not be required to, issue fractions of a share. If the corporation does not
issue fractions of a share, it shall (1) arrange for the disposition of fractional interests by those entitled thereto, (2) issue
such additional interest as is necessary to increase the fractional share to a full share, (3) pay in cash the fair value of fractions
of a share as of the time when those entitled to receive such fractions are determined, or (4) issue scrip or warrants in registered
form (either represented by a certificate or uncertificated) or bearer form (represented by a certificate) which shall entitle the
holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a fractional
share or an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the
holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the corporation in the
event of liquidation. The Board of Directors may cause scrip or warrants to be issued subject to the conditions that they shall become
void if not exchanged for certificates representing the full shares or uncertificated full shares before a specified date, or subject
to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds thereof
distributed to the holders of scrip or warrants, or subject to any other conditions which the Board of Directors may impose.
President
Previous
Bylaws
Amended
and Restated Bylaws
Article
IV, Section 4.08 –
The president shall have the following powers and duties:
(a)
To be the chief executive officer of the corporation and, subject to the direction of the board of directors, to have general charge
of the business, affairs, and property of the corporation and general supervision over its officers, employees, and
agents;
(b)
If no chairman of the board has been chosen or if such officer is absent or disabled, to preside at meetings of the stockholders and
board of directors;
(c)
To be a member of the executive committee, if any;
(d)
To be empowered to sign certificates representing stock of the corporation, the issuance of which shall have been authorized by the
board of directors; and
(e)
To have all power and perform all duties normally incident to the office of a president of a corporation and shall exercise such other
powers and perform such other duties as from time to time may be assigned to him by the board of directors.
Article
IV, Section 9 –
In the absence or disability of the Chief Executive Officer, the President shall perform all duties of
the Chief Executive Officer, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chief
Executive Officer. He shall be an ex-officio member of all committees and shall have the general powers and duties of management
usually vested in the office of President of corporations, and shall have such other powers and duties as may be prescribed by the
Board of Directors or these By-Laws.
Amendments
Previous
Bylaws
Amended
and Restated Bylaws
Article
XI
– All bylaws of the corporation, whether adopted by the board of directors or the stockholders, shall be subject to
amendment, alteration, or
repeal,
and new bylaws may be made, except that:
(a)
No bylaw adopted or amended by the stockholders shall be altered or repealed by the board of directors;
(b)
No bylaw shall be adopted by the board of directors which shall require more than the stock representing a majority of the voting
power for a quorum at a meeting of stockholders or more than a majority of the votes cast to constitute action by the stockholders,
except where higher percentages are required by law;
(c)
If any bylaw regulating an impending election of directors is adopted or amended or repealed by the board of directors, there shall
be set forth in the notice of the next meeting of the stockholders for the election of directors, the bylaws so adopted or amended
or repealed, together with a concise statement of the changes made; and (d) No amendment, alteration, or repeal of this article XI
shall be made except by the stockholders.
Article
VII, Section 1
– Except as otherwise restricted in the Articles of Incorporation or these By-Laws, these By-Laws, or any
provision of these By-Laws, may be altered, amended or repealed by the Board of Directors of the Corporation
The
description of the Restated Bylaws is qualified in its entirety by reference to the full text of the Restated Bylaws filed herewith as
Exhibit 3.1 and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
Description
Exhibit
3.1
Amended and Restated Bylaws
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
UNIQUE
LOGISTICS INTERNATIONAL, INC.
Dated:
November 9, 2021
By:
/s/
Sunandan Ray
Sunandan
Ray
Chief
Executive Officer
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