AMENDED AND RESTATED BYLAWS
NUTRA PHARMA, CORP.
A California Corporation
1. PRINCIPAL OFFICE. The principal office for the transaction of the business of the corporation is hereby
fixed and located at such place as determined from time to time by the Board of Directors of the Corporation.
2. OTHER OFFICES. Branch or subordinate offices may at any time be established by the Board of Directors
at any place or places as the Board of Directors determines.
3. PLACE OF MEETINGS. Shareholders’ meetings shall be held at such place as the Board of Directors shall
from time to time, by resolution, appoint.
4. ANNUAL MEETINGS. The annual meetings of shareholders shall be held in the month of August in each
year. At such meeting Directors shall be elected; reports of the affairs of the corporation shall be considered, and
any other business may be transacted which is within the powers of the shareholders. The first annual meeting of
shareholders after incorporation need not be held if less than nine months have elapsed since incorporation to
such meeting date. Written notice of each annual meeting shall be mailed to each shareholder entitled to vote,
addressed to such shareholder at his address appearing on the books of the corporation or given by him to the
corporation for the purpose of notice. If a shareholder gives no address, notice shall be deemed to have been
given if sent by mail or other means of written communication addressed to the place where the principal
executive office of the corporation is situated, or if published at least once in some newspaper of general
circulation in the county in which said office is located. All such notices shall be mailed, postage prepaid, to each
shareholder entitled thereto not less than ten (10) days nor more than sixty (60) days before each annual meeting.
Such notices shall specify the place, the day, and the hour of such meeting, the names of the nominees for election
as Directors if Directors are to b