zynex8kx102_10608.htm


     

    
      

      

    

    
 

    
      Exhibit
10.2

      


      AMENDED
& RESTATED

      BYLAWS

      


      OF

      


      ZYNEX,
INC.

      a
Nevada corporation

      (October
3, 2008)

      


      


      ARTICLE I

       

      OFFICES

       

      Section 1.    Registered
Office.  The registered office shall be maintained at such
place as the Board of Directors shall determine from time to time.

       

      Section 2.    Other
Offices.  The corporation may also have offices at such other
places both within and without the State of Nevada as the Board of Directors may
from time to time determine or the business of the corporation may
require.

       

      ARTICLE II

       

      STOCKHOLDERS

       

      Section 1.    Meetings.  All
meetings of stockholders, for any purpose, may be held at such time and place,
within or without the State of Nevada, as shall be stated in the notice of
meeting or in a duly executed waiver of notice thereof.

       

      Section 2.    Annual
Meeting.  The annual meeting of stockholders shall be held on
the day and at the time set by the Board of Directors, if not a legal holiday,
and if a legal holiday, then on the next regular business day following, at the
hour set forth in the notice thereof.  At such annual meeting, the
stockholders shall elect, by a plurality vote, a Board of Directors and transact
such other business as may properly be brought before the
meeting.  Notwithstanding the foregoing, in the event that the
Directors are elected by written consent of the stockholders in accordance with
Article II, Section 11 of these Bylaws and NRS 78.320, an annual meeting of
stockholders shall not be required to be called or held for such year, but the
Directors may call and notice an annual meeting for any other purpose or
purposes.

       

      Section 3.    Notice of Annual
Meeting.  Written notice of the annual meeting shall be given
to each stockholder entitled to vote thereat at least ten (10) days but not more
than sixty (60) days before the date of the meeting.  The notice must
state the purpose or purposes for which the meeting is called and the time when,
and the place where, the meeting is to be held.

       


      
        
           


        

        
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      Section 4.    List of
Stockholders.  The officer who has charge of the stock ledger
of the corporation shall prepare and make a complete list of the stockholders
entitled to vote for the election of Directors, arranged in alphabetical order,
showing the address of and the number of shares registered in the name of each
stockholder, and the list shall be produced and kept at the time and place of
election during the whole time thereof and be subject to the inspection of any
stockholder who may be present.

       

      Section 5.    Special
Meetings.  Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the Articles
of Incorporation, may be called by the President and shall be called by the
President or Secretary at the request, in writing, of a majority of the Board of
Directors, or at the request, in writing, of stockholders entitled to exercise a
majority of the voting power of the corporation.  Such request shall
state the purpose or purposes of the proposed meeting.

       

      Section 6.    Notice of Special
Meetings.  Written notice of a special meeting of stockholders
stating the purpose or purposes for which the meeting is called, time when, and
place where, the meeting will be held, shall be given to each stockholder
entitled to vote thereat, at least ten (10) days but not more than sixty (60)
days before the date fixed for the meeting.

       

      Section 7.    Limitation on
Business.  Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.

       

      Section 8.    Quorum.  Stockholders
of the corporation holding at least a majority of the voting power of the
corporation, present in person or represented by proxy, regardless of whether
the proxy has authority to vote on all matters, shall constitute a quorum at all
meetings of the stockholders for the transaction of business except as otherwise
provided by statute or by the Articles of Incorporation.  If, however,
a quorum shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat, present in person or represented by
proxy, shall have the power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present
or represented.  At any adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed.

       

      Section 9.    Voting Required for
Action.  When a quorum is present at any meeting, action by the
stockholders on a matter other than the election of directors is approved if the
number of votes cast in favor of the action exceeds the number of votes cast in
opposition to the action, unless the question is one upon which by express
provision of the statutes or of the Articles of Incorporation, the Bylaws of the
corporation, or an express agreement in writing, a different vote is required,
in which case such express provision shall govern and control the decision of
such question.  If voting by a class or series of stockholders is
permitted or required, action by the stockholders of each class or series is
approved if the number of votes cast in favor of the action by the class or
series votes exceeds the number of votes cast in opposition by the class or
series votes, unless the question is one upon which by express provision of the
statute or of the Articles of Incorporation, the Bylaws of the corporation or an
express agreement in writing, a different vote is required, in which case such
express provision shall govern and control the decision of such
question.  Voting for Directors shall be in accordance with Article
II, Section 2, of these Bylaws.

       


      
        
           


        

        
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      Section 10.    Proxies.  Except
as otherwise provided in the Articles of Incorporation or in a Certificate of
Designation or similar document filed with the Secretary of State of Nevada in
accordance with Section 78.1955 of the Nevada Revised Statutes, each stockholder
shall, at every meeting of the stockholders be entitled to one (1) vote in
person or by proxy for each share of stock having voting power held by such
stockholder, but no proxy shall be valid after the expiration of six (6) months
from the date of its execution unless (a) coupled with an interest, or (b) the
person executing it specifies therein the length of time for which it is to be
continued in force, which in no case shall exceed seven (7) years from the date
of its execution.

       

      Section 11.    Action by
Consent.  Any action required or permitted to be taken at a
meeting of the stockholders may be taken without a meeting if, before or after
the action, a written consent thereto is signed by stockholders holding at least
a majority of the voting power, except that if any different proportion of
voting power is required for such action at a meeting, then such different
proportion of written consents shall be required.  In no instance
where action is authorized by written consent, need a meeting of stockholders be
called or noticed.

       

      Section 12.    Telephonic
Meetings.  Stockholders may participate in a meeting of
stockholders by means of a telephone conference or similar method of
communication by which all persons participating in the meeting can hear one
another.  Participation in such meeting shall constitute presence in
person at the meeting.

       

      Section 13.    Closing of Transfer
Books/Record Date.  The Board of Directors may close the stock
transfer books of the corporation for a period not exceeding sixty (60) days
preceding the date of any meeting of stockholders or the date for payment of any
dividend or the date when any change or conversion or exchange of capital stock
shall go into effect or for a period not exceeding sixty (60) days in connection
with obtaining the consent of stockholders for any purpose.  In lieu
of closing the stock transfer books, the Board of Directors may fix in advance a
record date, not more than sixty (60) days or less than ten (10) days before the
date of any meeting of stockholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, or a date in
connection with obtaining such consent, as a record date for the determination
of the stockholders entitled to notice of, and to vote at, any such meeting, and
any adjournment thereof, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock, or to give such consent,
and in such case such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, such meeting and any adjournment thereof, or to receive payment
of such dividend, or to receive such allotment of rights or to exercise such
rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the corporation after any such record date
fixed as aforesaid.

       

      Section 14.    Registered
Stockholders.  The corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the owner of shares
to receive dividends and to vote as such owner, and the corporation shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of
Nevada.

       


      
        
           


        

        
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      Section 15.    Nominations and Proposals by
Stockholders.

       

      (a)           Annual
Meetings of Stockholders.

       

      (1)           Nominations
of persons for election to the Board of Directors and the proposal of business
to be considered by the stockholders may be made at an annual meeting of
stockholders (i) pursuant to the corporation’s notice of meeting, (ii) by
or at the direction of the Board of Directors or (iii) by any stockholder
of the corporation who was a stockholder of record both at the time of giving of
notice provided for in this Section 15(a) and at the time of the annual
meeting, who is entitled to vote at the meeting and who complied with the notice
procedures set forth in this Section 15(a).

       

      (2)           For
nominations for election to the Board of Directors or other business to be
properly brought before an annual meeting by a stockholder pursuant to clause
(iii) of paragraph (a)(1) of this Section 15, the stockholder must
have given timely notice thereof in writing to the Secretary of the corporation
and such other business must otherwise be a proper matter for action by the
stockholders.  To be timely, a stockholder’s notice shall set forth
all information required under this Section 15 and shall be delivered to
the Secretary at the principal executive office of the corporation not earlier
than the 150th day nor later than 5:00 P.M., Mountain Time, on the 120th day
prior to the first anniversary of the date of mailing of the notice for the
preceding year’s annual meeting; provided, however, that in the event that the
date of the annual meeting is advanced or delayed by more than 30 days from the
first anniversary of the date of the preceding year’s annual meeting, notice by
the stockholder to be timely must be so delivered not earlier than the 150th day
prior to the date of such annual meeting and not later than 5:00 P.M., Mountain
Time, on the later of the 120th day prior to the date of such annual meeting or
the tenth day following the day on which public announcement of the date of such
meeting is first made by the corporation.  In no event shall the
public announcement of a postponement of the mailing of the notice for such
annual meeting or of an adjournment or postponement of an annual meeting to a
later date or time commence a new time period for the giving of a stockholder’s
notice as described above.  A stockholder’s notice to be proper must
set forth (i) as to each person whom the stockholder proposes to nominate
for election or reelection as a director (A) the name, age, business
address and residence address of such person, (B) the class, series and
number of any shares of stock of the corporation that are beneficially owned or
owned of record by such person, (C) the date or dates such shares were
acquired and the investment intent of such acquisition, and (D) all other
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest (even
if an election contest is not involved), or is otherwise required, in each case
pursuant to Regulation 14A (or any successor provision) under the Securities
Exchange Act of 1934 as amended from time to time (“Exchange Act”) and the rules
thereunder (including such person’s written consent to being named in a proxy
statement or information statement (if any) as a nominee and to serving as a
director if elected); (ii) as to any other business that the stockholder
proposes to bring before the meeting, a description of such business, the
reasons for conducting such business at the meeting and any material interest in
such business of such stockholder and any Stockholder Associated Person (as
defined below), individually or in the aggregate, including any anticipated
benefit to the stockholder or the Stockholder Associated Person therefrom;
(iii) as to the stockholder giving the notice and any Stockholder
Associated Person, (A) the class, series and number of all shares of stock
of the corporation which are owned by such stockholder and by such Stockholder
Associated Person, if any, (B) the nominee holder for,

       


      
        
           


        

        
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      and
number of, shares owned beneficially but not of record by such stockholder and
by any such Stockholder Associated Person, and (C) whether and the extent
to which any hedging or other transaction or series of transactions has been
entered into by or on behalf of, or any other agreement, arrangement or
understanding (including any short position or any borrowing or lending of
shares) has been made, the effect or intent of which is to mitigate loss to or
manage risk or benefit of share price changes for, or to increase or decrease
the voting power of, such stockholder or any such Stockholder Associated Person
with respect to any share of stock of the corporation; (iv) as to the
stockholder giving the notice and any Stockholder Associated Person covered by
clauses (ii) or (iii) of this paragraph (2) of this
Section 15(a), the name and address of such stockholder, as they appear on
the corporation’s stock ledger, and current name and address, if different, and
of such Stockholder Associated Person; and (v) to the extent known by the
stockholder giving the notice, the name and address of any other stockholder
supporting the nominee for election or reelection as a director or the proposal
of other business on the date of such stockholder’s notice.

       

      (3)           Notwithstanding
anything in this subsection (a) of this Section 15 to the contrary, in
the event the number of directors to be elected to the Board of Directors is
increased, and there is no public announcement of such action or specifying the
size of the increased Board of Directors at least 100 days prior to the first
anniversary of the date of mailing of the notice for preceding year’s annual
meeting, a stockholder’s notice required by this Section 15(a) shall also
be considered timely, but only with respect to nominees for any new positions
created by such increase, if the notice is delivered to the Secretary at the
principal executive office of the corporation not later than 5:00 P.M., Mountain
Time, on the tenth day immediately following the day on which such public
announcement is first made by the corporation.

       

      (4)           For
purposes of this Section 15, “Stockholder Associated Person” of any
stockholder shall mean (i) any person controlling, directly or indirectly,
or acting in concert with, such stockholder, (ii) any beneficial owner of
shares of stock of the corporation owned of record or beneficially by such
stockholder and (iii) any person controlling, controlled by or under common
control with such Stockholder Associated Person.

       


      
        
           


        

        
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      (b)           Special Meetings of
Stockholders.

       

      Only such
business shall be conducted at a special meeting of stockholders as shall have
been brought before the meeting pursuant to the corporation’s notice of
meeting.  Nominations of persons for election to the Board of
Directors may be made at a special meeting of stockholders at which directors
are to be elected (i) pursuant to the corporation’s notice of meeting,
(ii) by or at the direction of the Board of Directors or
(iii) provided that the Board of Directors has determined that directors
shall be elected at such special meeting, by any stockholder of the corporation
who is a stockholder of record both at the time of giving of notice provided for
in this Section 15(b) and at the time of the special meeting, who is
entitled to vote at the meeting and who complied with the notice procedures set
forth in this Section 15(b).  In the event the corporation calls
a special meeting of stockholders for the purpose of electing one or more
directors to the Board of Directors, any such stockholder may nominate a person
or persons (as the case may be) for election to such position as specified in
the corporation’s notice of meeting, if the stockholder’s notice required by
paragraph (a)(2) of this Section 15 shall be delivered to the Secretary at
the principal executive office of the corporation not earlier than 5:00 P.M.,
Mountain Time, on the 150th day
prior to such special meeting and not later than 5:00 P.M., Mountain Time, on
the later of the 120th day
prior to such special meeting or the tenth day following the day on which public
announcement is first made of the date of the special meeting and the nominees
proposed by the Board of Directors to be elected at such meeting.  In
no event shall the public announcement of a postponement or adjournment of a
special meeting to a later date or time commence a new time period for the
giving of a stockholder’s notice as described above.

       

      (c)           General.

       

      (1)           If
information submitted pursuant to this Section 15 by any stockholder
proposing a nominee for election as a director or any proposal for other
business at a meeting of stockholders shall be inaccurate to any material
extent, such information may be deemed not to have been provided in accordance
with this Section 15.  Upon written request by the Secretary, the
Board of Directors or any committee thereof, any stockholder proposing a nominee
for election as a director or any proposal for other business at a meeting of
stockholders shall provide, within seven Business Days of delivery of such
request (or such other period as may be specified in such request), written
verification, satisfactory in the discretion of the Board of Directors, any
committee thereof or any authorized officer of the corporation, to demonstrate
the accuracy of any information submitted by the stockholder pursuant to this
Section 15.  If a stockholder fails to provide such written
verification within such period, the information as to which written
verification was requested may be deemed not to have been provided in accordance
with this Section 15.

       


      
        
           


        

        
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      (2)           Only
such persons who are nominated in accordance with the procedures set forth in
this Section 15 shall be eligible to serve as directors and only such
business shall be conducted at a meeting of stockholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
Section 15.  The chairman of the meeting shall have the power and
duty to determine whether a nomination or any business proposed to be brought
before the meeting was made or proposed, as the case may be, in accordance with
the procedures set forth in this Section 15 and, if any proposed nomination
or business is not in compliance with this Section 15, to declare that such
defective nomination or proposal be disregarded.

       

      (3)           For
purposes of this Section 15, (a) the “date of mailing of the notice”
shall mean the date of the proxy statement for the solicitation of proxies for
election of directors and (b) “public announcement” shall mean disclosure
(i) in a press release either transmitted to the principal securities
exchange on which shares of the corporation’s common stock are traded or
reported by a recognized news service or (ii) in a document publicly filed
by the corporation with the Securities and Exchange Commission pursuant to the
Exchange Act.

       

      (4)           Notwithstanding
the foregoing provisions of this Section 15, a stockholder shall also
comply with all applicable requirements of state law and of the Exchange Act and
the rules and regulations thereunder with respect to the matters set forth in
this Section 15.  Nothing in this Section 15 shall be deemed
to affect any right of a stockholder to request inclusion of proposals or
nominations in, nor the right of the corporation to omit a proposal or
nomination from, the corporation’s proxy statement pursuant to any rules and
regulations, if applicable, under the Exchange Act.

       

      ARTICLE III

       

      DIRECTORS

       

      Section 1.    Number.  The
number of Directors which shall constitute the whole Board shall be fixed by the
Board of Directors of the corporation at any regular or special meeting thereof
(or appropriate written consent thereby) subject to any limitations prescribed
in the Articles of Incorporation.  The Directors shall either be
elected by written consent in accordance with Article II, Section 11 of these
Bylaws and NRS 78.320 or at the annual meeting of the stockholders, except as
provided in Sections 2 and 3 of this Article, and each Director elected shall
hold office until his successor is elected and qualified.  Directors
need not be stockholders.  If, for any reason, Directors are not
elected pursuant to NRS 78.320 or at the annual meeting of the stockholders,
they may be elected at a special meeting of the stockholders called and held for
that purpose.

       

      Section 2.    Vacancies.  Vacancies
and newly created directorships resulting from any increase in the authorized
number of Directors may be filled by a majority of the Directors then in office,
though less than a quorum, and the Directors so chosen shall hold office until
their successors are duly elected and shall qualify, unless sooner
displaced.

       


      
        
           


        

        
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      Section 3.   Removal by
Stockholders.  Any Director or one or more of the incumbent
Directors of the corporation may be removed from office by a vote of
stockholders representing not less than two-thirds of the voting power of the
issued and outstanding stock entitled to voting power (or such higher amount as
may be set forth in the Articles of Incorporation), in which event the vacancy
or vacancies so created shall be filled by a majority of the remaining
Directors, though less than a quorum, as provided in Section 2 of this
Article.  Notwithstanding the foregoing, in the event that any class
or series of stockholders is entitled to elect one or more Directors, only the
approval of the holders of the applicable proportion of such class or series is
required to remove such Director(s) and not the votes of the outstanding shares
as a whole.

       

      Section 4.    Management of
Business.  The business of the corporation shall be managed by
its Board of Directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.

       

      Section 5.    Meetings.  The
Board of Directors of the corporation may hold meetings, both regular and
special, either within or without the State of Nevada.

       

      Section 6.    Annual
Meeting.  The first meeting of each newly elected Board of
Directors may be held following the annual meeting of
stockholders.  If such annual meeting of directors is not a regular
meeting of the Board of Directors, such meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors or as shall be specified in a written
waiver signed by all of the Directors.

       

      Section 7.    Regular
Meetings.  Regular meetings of the Board of Directors may be
held without notice at such time and at such place as from time to time shall be
determined by the Board.

       

      Section 8.    Special
Meetings.  Special meetings of the Board may be called by the
President on two (2) days' written notice to each Director.  Special
meetings shall be called by the President or Secretary in like manner and on
like notice on the written request of a majority of the Directors.

       

      Section 9.    Quorum and
Voting.  A majority of the Directors then in office, at a
meeting duly assembled, shall constitute a quorum for the transaction of
business, and the act of the Directors holding a majority of the voting power of
the Directors, present at any meeting at which there is a quorum, shall be the
act of the Board of Directors except as may be otherwise specifically provided
by statute or by the Articles of Incorporation.  If a quorum shall not
be present at any meeting of the Board of Directors, the Directors present may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

       


      
        
           


        

        
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      Section 10.    Meetings by
Consent.  Unless otherwise restricted by the Articles of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting if, before or after the action, a written consent thereto is
signed by all members of the Board or of such committee, as the case may
be.

       

      Section 11.    Telephonic
Meetings.  Members of the Board of Directors or any committee
designated by the Board of Directors may participate in a meeting of the Board
of Directors or committee by means of a telephone conference system or similar
method of communication by which all persons participating in the meeting can
hear one another.  Participation in such meeting constitutes presence
in person at such meeting.

       

      Section 12.    Committees.  The
Board of Directors, by resolution, resolutions or as set forth in these Bylaws,
may designate one (1) or more committees, which, to the extent provided in the
resolution, resolutions or in these Bylaws, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the corporation.  Each committee must include at least one
Director.  The Board of Directors may appoint natural persons who are
not Directors to serve on any committee.  Each committee must have the
name or names as may be designated in these Bylaws or as may be determined from
time to time by resolution adopted by the Board of Directors.  Each
committee shall keep regular minutes of its meetings and report the same to the
Board of Directors as and when required.

       

      Section 13.    Compensation.  The
Directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as a
Director.  No such payment shall preclude any Director from serving
the corporation in any other capacity and receiving compensation
therefore.  Members of special or standing committees may be allowed
like compensation for attending committee meetings.

       

      ARTICLE IV

       

      NOTICES

       

      Section 1.    General.  Notices
to Directors and stockholders shall be in writing and delivered personally or
mailed to the Directors or stockholders at their addresses appearing on the
books of the corporation.  Notice by mail shall be deemed to be given
at the time when the same shall be mailed.  Notice to Directors may
also be given by other media, including electronic transmission, if the sending
of notice by such other media may be verified or confirmed.  Notice to
stockholders may also be given by other media, including electronic
transmission, in the manner and to the extent permitted by statute.

       

      Section 2.    Waiver of
Notice.  Whenever any notice is required to be given under the
provisions of the statutes or of the Articles of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

       


      
        
           


        

        
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      ARTICLE V

       

      OFFICERS

       

      Section 1.    General.  The
officers of the corporation shall be chosen by the Board of Directors and shall
at a minimum consist of a President, a Secretary and a Treasurer.  The
Board of Directors may also choose a Chairman of the Board, Chief Executive
Officer, Chief Financial Officer and one (1) or more Assistant Secretaries and
Assistant Treasurers.  Two (2) or more offices may be held by the same
person.  The officers of the corporation shall hold their offices for
such terms and shall exercise such authority and perform such duties as shall be
determined from time to time by these Bylaws or the Board of
Directors.

       

      Section 2.    Appointment.  The
Board of Directors shall appoint the officers of the corporation who shall hold
office at the pleasure of the Board of Directors.  No officer need be
a member of the Board of Directors.

       

      Section 3.    Other
Officers.  The Board of Directors may appoint other officers
and agents as it shall deem necessary who shall hold their positions for such
terms and exercise such powers and perform such duties as shall be determined
from time to time by the Board unless otherwise received in
writing.  Any such officer or agent may be removed at any time, with
or without cause, by the Board of Directors unless otherwise agreed in
writing.

       

      Section 4.    Compensation.  The
salaries and other compensation of all officers of the corporation shall be
fixed by the Board of Directors unless otherwise agreed in writing.

       

      Section 5.    Duties of
CEO.  Unless otherwise determined by the Board of Directors,
the Chief Executive Officer shall be the chief executive officer of the
corporation and shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.  He shall vote or execute, in the
name of the corporation, proxies for, any securities pursuant to which the
corporation has voting rights, unless some other person is designated by the
Board of Directors to execute such proxies.

       

      Section 6.    Duties of Vice
President.  The Vice President, if any, or if there shall be
more than one (1), the Vice Presidents, in the order or seniority determined by
the Board of Directors, shall, in the absence or disability of the Chief
Executive Officer and President, perform the duties and exercise the powers of
the Chief Executive Officer and President and shall perform such other duties
and have such other powers as the Board of Directors may prescribe from time to
time.

       

      Section 7.    Duties of
Secretary.  The Secretary shall attend all meetings of the
Board of Directors and all meetings of the stockholders and record all the
proceedings of the meetings of the corporation and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required.  He shall give or cause to be given
notice of all meetings of the stockholders and special meetings of the Board of
Directors and shall perform such other duties as may be prescribed by the Board
of Directors or the President, under whose supervision he shall be.

       


      
        
           


        

        
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      Section 8.    Duties of Assistant
Secretaries.  The Assistant Secretary, or if there be more than
one (1), the Assistant Secretaries, in the order of seniority determined by the
Board of Directors, shall, in the absence or disability of the Secretary,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

       

      Section 9.    Duties of
Treasurer.  The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors.  He shall disburse the funds of the corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
corporation.  The Treasurer is authorized to execute and file on
behalf of the corporation all federal tax returns and all elections under
federal tax laws.  If required by the Board of Directors, he shall
give the corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful performance of
the duties of his office and for the restoration to the corporation, in case of
his death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control, belonging to the corporation.  Any of the duties and
functions of the Treasurer as stated above may be performed by the Chief
Financial Officer, alone or together with the Treasurer.

       

      Section 10.    Duties of Assistant
Treasurers.  The Assistant Treasurer, or if there shall be more
than one (1), the Assistant Treasurers, in the order of seniority determined by
the Board of Directors, shall, in the absence or disability of the Treasurer,
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.  The Assistant Treasurer is also authorized to
execute and file on behalf of the corporation all federal tax returns and all
elections under federal tax laws.

       


      
        
           


        

        
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      ARTICLE VI

       

      CERTIFICATES OF
STOCK

       

      Section 1.    Certificates.  Every
holder of stock in the corporation shall be entitled to have a certificate
signed in the name of the corporation by the President or Chief Executive
Officer and the Treasurer, the Chief Financial Officer or the Secretary of the
corporation, certifying the number of shares owned by him in the
corporation.  When such certificate is signed (a) by a transfer agent
or an assistant transfer agent or (b) by a transfer clerk acting on behalf of
the corporation and registrar, the signature of any such officer may be
facsimile.  If the corporation shall be authorized to issue more than
one class of stock or more than one series of any class of stock, the voting
powers, qualifications, limitations, restrictions, designations, preferences and
relative rights shall be set forth in full or summarized on the face or back of
the certificate which the corporation shall issue to represent such class or
series of stock; provided, however, that except as otherwise provided by
applicable law, in lieu of the foregoing requirements, there may be set forth on
the face or back of a certificate a statement directing the stockholder, officer
or agent of the corporation who will furnish such a summary or description
without charge upon written request by any stockholder.  In case any
officer or officers who shall have signed, or whose facsimile signature or
signatures shall have been used on, any such certificate or certificates shall
cease to be such officer or officers of the corporation, whether because of
death, resignation or otherwise, before such certificate or certificates have
been delivered by the corporation, such certificate or certificates may
nevertheless be adopted by the corporation and be issued and delivered as though
the person or persons who signed such certificate or certificates, or whose
facsimile signature or signatures have been used thereon, had not ceased to be
such officer or officers of the corporation.

       

      Section 2.    Lost
Certificates.  The Board of Directors may direct a new
certificate or certificates 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 issuance 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 to
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

       

      GENERAL
PROVISIONS

       

      Section 1.                      Dividends.  Dividends
upon the capital stock of the corporation may be declared by the Board of
Directors out of funds legally available therefore at any regular or special
meeting.  Dividends may be paid in cash, in property, or in shares of
the capital stock of the corporation.

       


      
        
           


        

        
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      Section 2.    Reserves.  Before
payment of any dividend, there may be set aside out of any funds of the
corporation available for dividends, such sum or sums as the Board of Directors
from time to time, in its absolute discretion, thinks proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other purpose as the
Directors shall think conducive to the interest of the corporation, and the
Directors may modify or abolish any such reserve in the manner in which it was
created.

       

      Section 3.    Checks.  All
checks or demands for money and notes of the corporation shall be signed by such
officer or officers or such other person or persons as the Board of Directors
may from time to time designate.

       

      Section 4.    Fiscal
Year.  The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.

       

      Section 5.    Seal.  The
corporate seal, if there be one, shall have inscribed thereon the words, “State
of Nevada.”

       

      Section 6.    Captions.  Captions
used in these Bylaws are for convenience only and are not a part of these Bylaws
and shall not be deemed to limit or alter any provisions hereof and shall not be
deemed relevant in construing these Bylaws.

       

      Section 7.    Interpretations.  To
the extent permitted by the context in which used, words in the singular number
shall include the plural, words in the masculine gender shall include the
feminine and neuter, and vice versa.

       

      ARTICLE VIII

       

      AMENDMENTS

       

      Section 1.    Amendments.  These
Bylaws may be amended or repealed at any regular meeting of the stockholders or
of the Board of Directors, or at any special meeting of the stockholders or of
the Board of Directors, if notice of such alteration or repeal be contained in
the notice of such special meeting.

       

      



      
        
           


        

        
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      ZYNEX,
INC.

      


      SECRETARY’S
CERTIFICATE

      


      


      The
undersigned, Thomas Sandgaard, certifies as follows:

      


      
        	
                 
      

              	
                1.

              	
                I
      am duly elected and acting Secretary of Zynex, Inc., a Nevada
      corporation.

              


      

      


      
        	
                 
      

              	
                2.

              	
                Attached
      hereto is a true and correct copy of the Amended and Restated Bylaws
      adopted by the Board of Directors on October 3,
  2008.

              


      

      


      IN
WITNESS WHEREOF, the undersigned has hereto set her hand on the 3rd day of
October, 2008.

      


      


      /s/ Thomas
Sandgaard

      Thomas
Sandgaard,  Secretary

       

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