Exhibit 3.1
AMENDED AND RESTATED
BY-LAWS
OF
EXACT SCIENCES CORPORATION
BY-LAWS
TABLE OF CONTENTS
PAGE
ARTICLE 1 - STOCKHOLDERS
1
1.1
PLACE OF MEETINGS
1
1.2
ANNUAL MEETING
1
1.3
SPECIAL MEETINGS
1
1.4
NOTICE OF MEETINGS
1
1.5
VOTING LIST
1
1.6
QUORUM
1
1.7
ADJOURNMENTS
1
1.8
VOTING AND PROXIES
1
1.9
ACTION AT MEETING
2
1.10
INTRODUCTION OF BUSINESS AT MEETINGS
2
1.11 ACTION WITHOUT MEETING
4
ARTICLE 2 - DIRECTORS
4
2.1
GENERAL POWERS
4
2.2
NUMBER; ELECTION AND QUALIFICATION
5
2.3
CLASSES OF DIRECTORS
5
2.4
TERMS IN OFFICE
5
2.5
ALLOCATION OF DIRECTORS AMONG CLASSES IN THE EVENT OF
INCREASES OR DECREASES IN THE NUMBER OF DIRECTORS
5
2.6
TENURE
5
2.7
VACANCIES
5
2.8
RESIGNATION
5
2.9
REGULAR MEETINGS
5
2.10 SPECIAL MEETINGS
5
2.11 NOTICE OF SPECIAL MEETINGS
5
2.12 MEETINGS BY TELEPHONE CONFERENCE CALLS
5
2.13 QUORUM
5
2.14 ACTION AT MEETING
6
2.15 ACTION BY WRITTEN CONSENT
6
2.16 REMOVAL
6
2.17 COMMITTEES
6
2.18 COMPENSATION OF DIRECTORS
6
ii
ARTICLE 3 - OFFICERS
6
3.1
ENUMERATION
6
3.2
ELECTION
6
3.3
QUALIFICATION
6
3.4
TENURE
6
3.5
RESIGNATION AND REMOVAL
6
3.6
VACANCIES
6
3.7
CHAIRMAN OF THE BOARD AND VICE-CHAIRMAN OF THE BOARD
7
3.8
PRESIDENT
7
3.9
VICE PRESIDENTS
7
3.10 SECRETARY AND ASSISTANT SECRETARIES
7
3.11 TREASURER AND ASSISTANT TREASURERS
7
3.12 SALARIES
7
3.13 ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS
7
ARTICLE 4 - CAPITAL STOCK
7
4.1
ISSUANCE OF STOCK
7
4.2
CERTIFICATES OF STOCK
8
4.3
TRANSFERS
8
4.4
LOST, STOLEN OR DESTROYED CERTI