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(i)
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Articles
2.1 and 2.2 were amended to provide for written notice of not less
than
ten (10), nor more than sixty (60) days for annual and special meetings
of
stockholders (prior to the October 25, 2007 Bylaws, Articles 2.1
and 2.2
provided for written notice of not less than ten (10) nor more than
fifty
(50) days for annual and special meetings of
stockholders);
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(ii)
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Articles
2.2, was amended to exclude election of directors as an eligible
purpose
for a special meeting (prior to the October 25, 2007 Bylaws, Article
3.1
provided that directors shall be elected at any meeting of
shareholders);
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(iii)
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Article
2.4 was amended to clarify that the quorum threshold applies to any
adjourned meeting as well;
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(iv)
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Article
2.5 was amended to provide for a record date for all meetings of
shareholders of not less than ten (10) nor more than sixty (60) days
before the date of the meeting (prior to the October 25, 2007 Bylaws,
Article 2.5 provided for a record date as fixed by the Board of Directors
or as provided by Statute);
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(v)
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Article
3.1 was amended to provide for (a) the authorized number of directors
on
the Board of Directors to be not less than two (2) nor more than
eight (8)
under new Article 3.1.1 (prior to the October 25, 2007 Bylaws, Article
3.1
provided that the Board of Directors shall consist of two or more
in
number); (b) classification under new Article 3.1.2 of the Registrant’s
Board of Directors into three classes known as Class A, Class B and
Class
C, where the Class A directors first elected at the annual meeting
of the
Registrant’s stockholders in 2007 will hold office until the first annual
meeting following their election (i.e., 2008), Class B directors
first
elected at the annual meeting of the Registrant’s stockholders in 2007
will hold office until the second annual meeting following their
election
(i.e., 2009), and Class C directors first elected at the annual meeting
of
the Registrant’s stockholders in 2007 will hold office until the third
annual meeting following their election (i.e., 2010), and that directors
in each class will serve for terms of three (3) years thereafter;
and (c)
new Article 3.1.3 to provide that directors are elected at the annual
meeting of shareholders by a plurality of votes and that a separate
vote
for the election of directors will be held at each annual meeting
for each
class of directors having nominees for election at such annual
meeting;
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(vi)
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Article
3.3 was amended to provide that special meetings of the Board of
Directors
may be held upon not less than twenty-four (24) hours notice, and
may be
held at the Registrant’s Principal Executive Offices or at any other
location where it or its subsidiaries do business (prior to the October
25, 2007 Bylaws, Article 3.3 provided that special meetings may be
held
upon not less than three (3) days notice, and may be held at the
Registrant’s Principal Executive Offices located in the State of
Mississippi);
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(vii)
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Article
3.4 was amended to conform the language to the applicable provision
of the
Nevada Revised Statutes with respect to action by the Board of Directors
or a committee thereof without a
meeting;
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(viii)
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new
Article 3.7 was adopted relating to resignation of directors, to
provide
that a director may resign at any time by delivering his resignation
to
the Chairman of the Board of Directors, such resignation to specify
whether it will be effective at a particular time, upon receipt or
at the
pleasure of the Board of Directors (if no such specification is made,
it
shall be deemed effective at the pleasure of the Board of Directors),
and
that when one or more directors resigns from the Board of Directors,
effective at a future date, a majority of the directors then in office,
including those who have so resigned, shall have power to fill such
vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective, and each director
so
chosen shall hold office for the unexpired portion of the term of
the
director whose place shall be vacated and until his successor shall
have
been duly elected and qualified;
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(ix)
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new
Article 3.8 was adopted relating to removal of directors, to provide
that
any director may be removed by the affirmative vote of not less than
eighty percent (80%) of the outstanding shares of the Registrant
then
entitled to vote, with or without cause, at any time, at a special
or an
annual meeting of shareholders, or by a written consent (prior to
the
October 25, 2007 Bylaws, removal of directors was addressed in Article
3.1
which provided that each director shall be removed by the shareholders
at
any meeting);
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(x)
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Article
5.1 was amended to provide that one officer may hold two or more
offices
at the same time (prior to the October 25, 2007 Bylaws, Article 5.1
provided that one officer may hold three or more offices at the same
time);
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(xi)
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Article
5.4 was amended to provide that the Treasurer shall be the Registrant’s
Chief Financial Officer and Principal Accounting Officer (prior to
the
October 25, 2007 Bylaws, Article 5.4 provided that the Treasurer
shall be
the Chief Financial Officer of the Registrant);
and
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(xii)
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Article
6.2 was amended to require a vote of not less than eighty percent
(80%) of
the Board of Directors to alter, amend or repeal Articles 2.4, 3.1,
3.5,
3.8 and 6.2 (prior to the October 25, 2007 Bylaws, Article 6.2 provided
only that the Bylaws may be altered, amended or repealed by the
Board).
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Class
A
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Class
B
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Class
C
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Abraham
Keinan
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Eyal
Josef Harish
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Morris
Mansour
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Guy
Nissenson
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Aviu
Ben-Horrin
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Israel
Singer
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Shemer
Shimon Schwarz
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Itzhak
Almog
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Exhibit
No.
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Description
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3.10
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Date: October
25, 2007
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Xfone,
Inc.
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By:
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/s/
Guy Nissenson
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Guy
Nissenson
President,
Chief Executive Officer and
Director
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Exhibit
No.
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Description
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3.10
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