Exhibit
3.1
AMENDMENT
NO. 2
TO
THE
BY-LAWS
OF
THE
QUIGLEY CORPORATION
DATED
NOVEMBER 27, 2007
The
By-laws are hereby amended as follows:
That
Section 1 of ARTICLE VII of the By-laws is hereby deleted in its entirety and
replaced with the following:
Section
1. CERTIFICATES FOR SHARES: Notwithstanding any other provision in these
By-Laws, any or all classes and series of shares of the corporation, or any
part
thereof, may be represented by uncertificated shares, except that shares
represented by a certificate that is issued and outstanding shall continue
to be
represented thereby until the certificate is surrendered to the
corporation. Within a reasonable time after the issuance or transfer
of uncertificated shares, the corporation shall send to the registered owner
thereof, a written notice containing the information required to be set forth
or
stated on certificates. The rights and obligations of the holders of
shares represented by certificates and the rights and obligations of the holders
of uncertificated shares of the same class or series shall be
identical. If certificates for the shares of the corporation are
issued, each will be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the president or vice
president and countersigned by the secretary or an assistant secretary and
sealed with the corporation seal or a facsimile thereof. The
signatures of such officers upon a certificate may be facsimile signatures
if
the certificate is manually signed on behalf of a transfer agent or a registrar
other than the corporation or an employee of the corporation. Each
certificate for shares shall be consecutively numbered or otherwise
identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be cancelled
and
no new certificates shall be issued until the former certificates for a like
number of shares shall have been surrendered and cancelled, except that in
case
of a lost, destroyed or mutilated certificate, a new one may be issued therefor
upon such terms and indemnity to the corporation as the Board of Directors
may
prescribe.