Exhibit 1.2





SCORPIO
TANKERS INC.


(the
"Corporation")





AMENDED
AND RESTATED BYLAWS





As
Adopted March 17, 2010





ARTICLE
I
 
 OFFICES


The
principal place of business of the Corporation shall be at such place or places
as the Directors shall from time to time determine.  The Corporation
may also have an office or offices at such other places within or without the
Marshall Islands as the Board of Directors (the "Board") may from time to time
appoint or the business of the Corporation may require.





ARTICLE
II
 
 SHAREHOLDERS


Section
1.  Annual
Meeting:  The annual meeting of shareholders of the Corporation
shall be held on such day and at such time and place within or without the
Marshall Islands as the Board of Directors may determine for the purpose of
electing Directors and of transacting such other business as may properly be
brought before the meeting. The Chairman of the Board (the “Chairman") or, in
the Chairman’s absence, another person designated by the Board shall act as the
Chairman of all annual meetings of shareholders.


Section
2.  Nature
of Business at Annual Meetings of Shareholders:  No business
may be transacted at an annual meeting of shareholders, other than business that
is either (a) specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the Board (or any duly authorized committee
thereof); (b) otherwise properly brought before the annual meeting by or at the
direction of the Board (or any duly authorized committee thereof); or (c)
otherwise properly brought before the annual meeting by any shareholder of the
Corporation (i) who is a shareholder of record on the date of the giving of the
notice provided for in Section 2 of this Article II and has remained a
shareholder of record through the record date for the determination of
shareholders entitled to vote at such annual meeting and (ii) who complies with
the notice procedures set forth in Section 2 of this Article II.





In
addition to any other applicable requirements, for business to be properly
brought before an annual meeting by a shareholder, such shareholder must have
given timely notice thereof in proper written form to the Secretary of the
Corporation (the "Secretary").





To be
timely a shareholder’s notice to the Secretary must be delivered to or mailed
and received at the principal executive offices of the Corporation not less than
one-hundred fifty (150) days nor more than one-hundred eighty (180) days prior
to the one-year anniversary of the immediately preceding annual meeting of
shareholders.  In no event shall the public disclosure of any
adjournment of an annual meeting of the shareholders commence a new time period
for the giving of the shareholder’s notice described herein.





To be in
proper written form, a shareholder’s notice to the Secretary must set forth as
to each matter such shareholder proposes to bring before the annual meeting (i)
a brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting, (ii)
the name and record address of such shareholder along with such shareholder’s
tax identification number, (iii) the class or series and number of shares of
capital stock of the Corporation which are owned beneficially or of record by
such shareholder, (iv) a description of all arrangements or understandings
between such shareholder and any other person or persons (including their names)
in connection with the proposal of such business by such shareholder and any
material interest of such shareholder in such business and (v) a representation
that such shareholder intends to appear in person or by proxy at the annual
meeting to bring such business before the meeting.  In addition,
notwithstanding anything in Section 2 of this Article II to the contrary, a
shareholder intending to nominate one or more persons for election as a Director
at an annual meeting must comply with Article III Section 3 of these Bylaws for
such nomination or nominations to be properly brought before such
meeting.







No
business shall be conducted at the annual meeting of shareholders except
business brought before the annual meeting in accordance with the procedures set
forth in Section 2 of this Article II; provided, however, that, once business
has been properly brought before the annual meeting in accordance with such
procedures, nothing in Section 2 of this Article II shall be deemed to preclude
discussion by any shareholder of any such business.  If the Chairman
of an annual meeting determines that business was not properly brought before
the annual meeting in accordance with the foregoing procedures, the Chairman of
the meeting shall declare to the meeting that the business was not properly
brought before the meeting and such business shall not be
transacted.




Section
3.  Special
Meeting:  Special meetings of shareholders, unless otherwise
prescribed by law, may be called for any purpose or purposes at any time by the
Chairman, a majority of the Board, or any officer of the Corporation who is also
a Director. No other person or persons are permitted to call a special meeting,
unless otherwise prescribed by law.  No business may be conducted at
the special meeting other than business brought before the meeting by the Board.
Such meetings shall be held at such place and on a date and at such time as may
be designated in the notice thereof by the officer of the Corporation designated
by the Board of Directors to deliver the notice of  such
meeting.  The business transacted at any special meeting shall be
limited to the purposes stated in the notice.





Section
4.  Notice
of Meetings:  Notice of every annual and special meeting of
shareholders, other than any meeting the giving of notice of which is otherwise
prescribed by law, stating the date, time, place and purpose thereof, and in the
case of special meetings, the name of the person or persons at whose direction
the notice is being issued, shall be given personally or sent by mail, telefax,
telegraph, cablegram, telex, or teleprinter at least fifteen (15) but not more
than sixty (60) days before such meeting, to each shareholder of record entitled
to vote thereat and to each shareholder of record who, by reason of any action
proposed at such meeting would be entitled to have his shares appraised if such
action were taken, and the notice shall include a statement of that purpose and
to that effect. If mailed, notice shall be deemed to have been given when
deposited in the mail, directed to the shareholder at his address as the same
appears on the record of shareholders of the Corporation or at such address as
to which the shareholder has given notice to the Secretary.  Notice of
a meeting need not be given to any shareholder who submits a signed waiver of
notice, whether before or after the meeting, or who attends the meeting without
protesting prior to the conclusion thereof the lack of notice to
him.  If the Corporation shall issue any class of bearer shares,
notice for all meetings shall be given in the manner proved in the Articles of
Incorporation.





Section 5.  Adjournments:  Any
meeting of shareholders, annual or special, may adjourn from time to time to
reconvene at the same or some other place, and notice need not be given of any
such adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken.  At the adjourned meeting
the Corporation may transact any business which might have been transacted at
the original meeting.  If the meeting is adjourned for lack of quorum,
notice of the new meeting shall be given to each shareholder of record entitled
to vote at the meeting.  If after an adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each shareholder of record on the new record date entitled to notice in
Section 4 of this Article II.





Section
6.  Quorum:  At
all meetings of shareholders for the transaction of business, the number of
shares of capital stock issued and outstanding and entitled to vote thereat,
present either in person or represented by proxy, which is provided in the
Articles of Incorporation or, if not in the Articles of Incorporation, by
statute, shall be requisite and shall constitute a quorum.  If less
than a quorum is present, a majority of those shares present either in person or
by proxy shall have power to adjourn any meeting until a quorum shall be
present.





Section
7.  Voting:  If
a quorum is present, and except as otherwise expressly provided by law, the
Corporation’s Articles of Incorporation then in effect or these bylaws, the
affirmative vote of a majority of the votes cast by holders of shares of stock
represented at the meeting shall be the act of the shareholders.  At
any meeting of shareholders each shareholder entitled to vote any shares on any
matter to be voted upon as such meeting shall be entitled to one vote on such
matter for each such share, and may exercise such voting right either in person
or by proxy.  Any action required to be permitted to be taken at a
meeting, may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by all of the shareholders entitled to vote with
respect to the subject matter thereof.











Section
8.  Fixing
of Record Date:  The Board of Directors may fix a time not more
than sixty (60) nor less than fifteen (15) days prior to the date of any meeting
of shareholders, or more than sixty (60) days prior to the last day on which the
consent or dissent of shareholders may be expressed for any purpose without a
meeting, as the time as of which shareholders entitled to notice of and to vote
at such a meeting or whose consent or dissent is required or may be expressed
for any purpose, as the case may be, shall be determined, and all persons who
were holders of record of voting shares at such time and no others shall be
entitled to notice of and to vote at such meeting or to express their consent or
dissent, as the case may be.  The Board of Directors may fix a time
not exceeding sixty days preceding the date fixed for the payment of any
dividend, the making of any distribution, the allotment of any rights or the
taking of any other action, as a record time for the determination of the
shareholders entitled to receive any such dividend, distribution, or allotment
or for the purpose of such other action.





ARTICLE
III
 
 DIRECTORS


Section
1.  Number:  The
affairs, business and property of the Corporation shall be managed by its Board
of Directors.  The number of Directors is determined according to the
Articles of Incorporation. The Directors need not be residents of the Marshall
Islands nor shareholders of the Corporation. Corporations may, to the extent
permitted by law, be elected Directors.





Section
2.  How
Elected:  The Board of Directors shall be elected as specified
in the Articles of Incorporation.





Section
3. Nomination of
Directors: Only persons who are nominated in accordance with the
following procedures shall be eligible for election as Directors of the
Corporation, except as may be otherwise provided in the Articles of
Incorporation with respect to the right of holders of preferred stock of the
Corporation to nominate and elect a specified number of directors in certain
circumstances. Nominations of persons for election to the Board may be made at
any annual meeting of shareholders (a) by or at the direction of the Board (or
any duly authorized committee thereof) or (b) by any shareholders of the
Corporation (i) who is a shareholder of record on the date of the giving of the
notice provided for in Section 3 of this Article III and on the record date for
the determination of shareholders entitled to vote at such meeting and (ii) who
complies with the notice procedures set forth in Section 3 of this Article
III.




In
addition to any other applicable requirements, for a nomination to be made by a
shareholder, such shareholder must have given timely notice thereof in proper
written form to the Secretary.




To be
timely, a shareholder's notice to the Secretary must be delivered to or mailed
and received at the principal executive offices of the Corporation not less than
one-hundred fifty (150) days nor more than one-hundred eighty (180) days prior
to the one-year anniversary date of the immediately preceding annual meeting of
shareholders.




To be in
proper written form, a shareholder's notice to the Secretary must set forth; (a)
as to each person whom the shareholder proposes to nominate for election as a
Director (i) the name, age, business address and residence address of the
person, (ii) the principal occupation or employment of the person, (iii) the
class or series and number of shares of capital stock of the Corporation which
are owned beneficially or of record by the person and (iv) any other information
relating to the person that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with solicitations
of proxies for election of Directors pursuant to Section 14 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations promulgated thereunder applicable to issuers that are not foreign
private issuers and (b) as to the shareholder giving the notice (i) the name and
record address of such shareholder along with such shareholder’s tax
identification number, (ii) the class or series and number of shares of capital
stock of the Corporation which are owned beneficially and of record by such
shareholder, (iii) a description of all arrangements or understandings between
such shareholder and each proposed nominee and any other person and persons
(including their names) pursuant to which the nomination(s) are to be made by
such shareholder, (iv) a representation that such shareholder intends to appear
in person or by proxy at the meeting to nominate the person or persons named in
its notice and (v) any other information relating to such shareholder that would
be required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of Directors of
companies other than foreign private issuers pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated
thereunder.  Such notice must be accompanied by a written consent of
each proposed nominee to being named as a nominee and to serve as a Director if
elected.







No person
shall be eligible for election as a Director of the Corporation unless nominated
in accordance with the procedures set forth in Section 3 of this Article
III.  If the Chairman of the meeting determines that a nomination was
not made in accordance with the foregoing procedures, the Chairman shall declare
to the meeting that the nomination was defective and such defective nomination
shall be disregarded.




Notwithstanding
any other provisions of the Articles of Incorporation or these bylaws (and
notwithstanding the fact that some lesser percentage may be specified by law,
the Articles of Incorporation or these bylaws), the vote of not less than
two-thirds of the entire Board of Directors shall be required to amend, alter,
change or repeal this Article III Section 3.




Section
4.  Removal:  Removal
of Directors is governed by Articles of Incorporation Section I.


No
proposal by a shareholder to remove a Director shall be voted upon at a meeting
of the shareholders unless such shareholder has given timely notice thereof in
proper written form to the Secretary.  To be timely, a shareholder’s
notice to the Secretary must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than one hundred and
fifty (150) days nor more than one hundred eighty (180) days prior to the
one-year anniversary date of the immediately preceding annual meeting of the
shareholders.  To be in proper written form, a shareholder’s notice
must set forth: (a) a statement of the grounds, if any, on which such Director
is proposed to be removed, (b) evidence reasonably satisfactory to the Secretary
of such shareholder’s status as such and of the number of shares of each class
of capital stock of the Corporation beneficially owned by such shareholder, and
(c) a list of the names and addresses of other shareholders of the Corporation,
if any, with whom such shareholder is acting in concert, and the number of
shares of each class of capital stock of the Corporation beneficially owned by
each such shareholder.




No
shareholder proposal to remove a Director shall be voted upon at an annual
meeting of the shareholders unless proposed in accordance with the procedures
set forth in Section 4 of this Article III.  If the Chairman of the
meeting determines, based on the facts, that a shareholder proposal to remove a
Director was not made in accordance with the foregoing procedures, the Chairman
shall declare to the meeting that a proposal to remove a Director of the
Corporation was not made in accordance with the procedures prescribed by these
Bylaws, and such defective proposal shall be disregarded.




Section
5.  Vacancies:  Any
vacancies in the Board of Directors shall be governed by the Articles of
Incorporation.





Section
6.Regular
Meetings:  Regular meetings of the Board of Directors may be
held at such time and place as may be determined by resolution of the Board of
Directors and no notice shall be required for any regular
meeting.  Except as otherwise provided by law, any business may be
transacted at any regular meeting.





Section
7.  Special
Meetings:  Special meetings of the Board of Directors may,
unless otherwise prescribed by law, be called from time to time by the Chairman,
a majority of the Board, or any officer of the Corporation who is also a
Director.  The President or the Secretary shall call a special meeting
of the Board upon written request directed to either of them by any two
Directors stating the time, place, and purpose of such special
meeting.  Special meetings of the Board shall be held on a date and at
such time and at such place as may be designated in the notice thereof by the
officer calling the meeting.





Section
8.  Notice
of Special Meetings:  Notice of the date, time and place of
each special meeting of the Board of Directors shall be given to each Director
at least forty-eight (48) hours prior to such meeting, unless the notice is
given orally or delivered in person, in which case it shall be given at least
twenty-four (24) hours prior to such meeting.  For the purpose of this
section, notice shall be deemed to be duly given to a Director if given to him
personally (including by telephone) or if such notice be delivered to such
Director by mail, telegraph, telefax, cablegram, telex, or teleprinter to his
last known address.  Notice of a meeting need not be given to any
Director who submits a signed waiver of notice, whether before or after the
meeting or who attends the meeting without protesting, prior to the conclusion
thereof, the lack of notice to him.











Section
9.  Quorum:  A
majority of the Directors at the time in office, present in person or by proxy
or by conference telephone, shall constitute a quorum for the transaction of
business.





Section
10.  Interested
Directors.  No contract or transaction between the Corporation
and one or more of its Directors or officers, or between the Corporation and any
other corporation, partnership, association or other organization in which one
or more of its Directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the Director or officer is present at or participates in the meeting of
the Board of Directors or committee thereof which authorizes the contract or
transaction, or solely because his or her or their votes are counted for such
purpose, if: (i) the material facts as to his or her relationship or interest
and as to the contract or transaction are disclosed or are known to the Board of
Directors or the committee and the Board of Directors or committee in good faith
authorizes the contract or transaction by the affirmative votes of a majority of
the disinterested Directors, or, if the votes of the disinterested Directors are
insufficient to constitute an act of the Board of Directors as defined in
Section 55 of the BCA, by unanimous vote of the disinterested Directors; or (ii)
the material facts as to his relationship or interest and as to the shareholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the shareholders; or (iii) the contract or
transaction is fair as to the Corporation as of the time it is authorized,
approved or ratified, by the Board of Directors, a committee thereof or the
shareholders.  Common or interested Directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.
 
 Section
11.  Voting:  The
vote of the majority of the Directors, present in person, by proxy, or by
conference telephone, at a meeting at which a quorum is present shall be the act
of the Directors.  Any action required or permitted to be taken at a
meeting may be taken without a meeting if all members of the Board consent
thereto in writing.





Section
12.  Compensation of Directors
and Members of Committees:  The Board may from time to time, in
its discretion, fix the amounts which shall be payable to members of the Board
of Directors and to members of any committee, for attendance at the meetings of
the Board or of such committee and for services rendered to the
Corporation.


ARTICLE
IV
 
 COMMITTEES


The Board
of Directors may, by resolution or resolutions passed by a majority of the
entire Board, designate from among its members an executive committee to consist
of one or more of the Directors of the Corporation, which, to the extent
provided in said resolution or resolutions, or in these Bylaws, shall have and
may exercise, to the extent permitted by law, the powers of the Board of
Directors in the management of the business and affairs of the Corporation, and
may have power to authorize the seal of the Corporation to be affixed to all
papers which may require it, provided, however, that no committee shall have the
power or authority to (i) fill a vacancy in the Board or in a committee thereof,
(ii) amend or repeal any Bylaw or adopt any new Bylaw, (iii) amend or repeal any
resolution of the entire Board, (iv) or increase the number of Directors on the
Board, or (v) remove any Director.  In addition, the Board of
Directors may, by resolution or resolutions passed by a majority of the entire
Board designate from among its members other committees to consist of one or
more of the Directors of the Corporation, each of which shall perform such
function and have such authority and powers as shall be delegated to it by said
resolutions or as provided for in these Bylaws, except that only the executive
committee may have and exercise the powers of the Board of
Directors.  Members of the executive committee and any other committee
shall hold office for such period as may be prescribed by the vote of a majority
of the entire Board of Directors. Vacancies in membership of such committees
shall be filled by vote of the board of Directors.  Committees may
adopt their own rules of procedure and may meet at stated times or on such
notice as they may determine.  Each committee shall keep a record of
its proceedings and report the same to the Board when
requested.








ARTICLE
V
 
 OFFICERS


Section
1.  Number
of Designation:  The Board of Directors shall appoint a
President, Secretary and Treasurer and such other officers with such duties as
it may deem necessary.  Officers may be of any nationality, need not
be residents of the Marshall Islands and may be, but are not required to be,
Directors.  Officers of the Corporation shall be natural persons
except the secretary may be a corporate entity.  Any two or more
offices may be held by the same natural person.





The
salaries of the officers and any other compensation paid to them shall be fixed
from time to time by the Board of Directors.  The Board of Directors
may at any meeting appoint additional officers.  Each officer shall
hold office until his successor shall have been duly appointed and qualified,
except in the event of the earlier termination of his term of office, through
death, resignation, removal or otherwise.  Any officer may be removed
by the Board at any time with or without cause.  Any vacancy in an
office may be filled for the unexpired portion of the term of such office by the
Board of Directors at any regular or special meeting.


Section
2.President:  The
President shall have general management of the affairs of the Corporation
together with the powers and duties usually incident to the office of President,
except as specifically limited by appropriate written resolution of the Board of
Directors and shall have such other powers and perform such other duties as may
be assigned to him by the Board of Directors.  The President shall
preside at all meetings of shareholders at which he is present and, if he is a
Director, at all meetings of the Directors.





Section
3.  Treasurer:  The
Treasurer shall be the chief financial officer of the Corporation and shall have
general supervision over the care and custody of the funds, securities, and
other valuable effects of the Corporation and shall deposit the same or cause
the same to be deposited in the name of the Corporation in such depositories as
the Board of Directors may designate, shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, shall have supervision
over the accounts of all receipts and disbursements of the Corporation, shall,
whenever required by the Board, render or cause to be rendered financial
statements of the Corporation, shall have the power and perform the duties
usually incident to the office of Treasurer, and shall have such powers and
perform such other duties as may be assigned to him by the Board of Directors or
the President.





Section
4.  Secretary:  The
Secretary shall act as Secretary of all meetings of the shareholders and of the
Board of Directors at which he is present, shall have supervision over the
giving and serving of notices of the Corporation, shall be the custodian of the
corporate records and of the corporate seal of the Corporation, shall be
empowered to affix the corporate seal to those documents, the execution of
which, on behalf of the Corporation under its seal, is duly authorized and when
so affixed may attest the same, and shall exercise the powers and perform such
other duties as may be assigned to him by the Board of Directors or the
President.  If the Secretary is a corporation, the duties of the
Secretary may be carried out by any authorized representative of such
corporation.





Section
5.  Other
Officers:  Officers other than those treated in Sections 2
through 4 of this Article shall exercise such powers and perform such duties as
may be assigned to them by the Board of Directors or the
President.





Section
6.  Bond:  The
Board of Directors shall have power to the extent permitted by law, to require
any officer, agent or employee of the Corporation to give bond for the faithful
discharge of his duties in such form and with such surety or sureties as the
Board of Directors may deem advisable.











ARTICLE
VI
 
 CERTIFICATES
FOR SHARES


Section
1.  Form and
Issuance:  The shares of the Corporation shall be represented
by certificates in a form meeting the requirements of law and approved by the
Board of Directors.  Certificates shall be signed by (i) the Chairman,
Chief Executive Officer, President or a Vice President and by (ii) the Secretary
or any Assistant Secretary or the Treasurer or any Assistant
Treasurer.  These signatures may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a registrar other than the
Corporation itself or its employees.  Shares may also be represented
in uncertificated form, and, specifically, the Corporation may issue shares to
be represented in any manner permitted or required by the rules of the stock
exchange on which the Corporation may be listed.





Section
2.  Transfer:  The
Board of Directors shall have power and authority to make such rules and
regulations as they may deem expedient concerning the issuance, registration and
transfer of shares of the Corporation’s stock, and may appoint transfer agents
and registrars thereof.




Section
3.  Loss of
Stock Certificates:  The Board of Directors may direct a new
certificate or certificates of stock to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed.  When authorizing
such issue of a new certificate or certificates, the Board of Directors may, in
its discretion and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require and/or
give the Corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost or destroyed.





ARTICLE
VII
 
 DIVIDENDS


Dividends
may be declared in conformity with law by, and at the discretion of, the Board
of Directors at any regular or special meeting.  Dividends may be
declared and paid in cash, stock, or other property of the
Corporation.


ARTICLE
VIII
 
 INDEMNIFICATION


Section
1. Indemnification.  Any
person who is or was a Director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director or officer of another,
partnership, joint venture, trust or other enterprise shall be entitled to be
indemnified by the Corporation upon the same terms, under the same conditions,
and to the same extent as authorized by Section 60 of the BCA, if he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.  The Corporation shall have the power to pay in
advance expenses a director or officer incurred while defending a civil or
criminal proceeding, provided that the director or officer will repay the amount
if it shall ultimately be determined that he or she is not entitled to
indemnification under this section.


Section
2. Insurance.  The
Corporation shall have the power to purchase and maintain insurance on behalf of
any person who is or was a Director or officer of the Corporation or is or was
serving at the request of the Corporation as a director or officer against any
liability asserted against such person and incurred by such person in such
capacity whether or not the Corporation would have the power to indemnify such
person against such liability by law or under the provisions of these
Bylaws.


ARTICLE
IX
 
 CORPORATE
SEAL


The seal
of the Corporation, if any, shall be circular in form, with the name of the
Corporation in the circumference and such other appropriate legend as the Board
of Directors may from time to time determine.








ARTICLE
X





FISCAL
YEAR




The
fiscal year of the Corporation shall be such period of twelve consecutive months
as the Board of Directors may by resolution designate.





ARTICLE
XI
 
 AMENDMENTS





The Board
of Directors of the Corporation are expressly authorized to make, alter or
repeal these bylaws of the Corporation by a vote of not less than a majority of
the entire Board of Directors, unless otherwise provided in these
bylaws.