Exhibit 3.2**RESTATED BY-LAWS****OF****CYTRX CORPORATION****(a Delaware Corporation)****REFLECTING AMENDMENTS****THROUGH JUNE 26, 1997**
 

 
**ARTICLE I****STOCKHOLDERS**     1. CERTIFICATES REPRESENTING STOCK. Every holder of stock in the corporation shall beentitled to have a certificate signed by, or in the name of, the corporation by the Chairman orVice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by theTreasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporationcertifying the number of shares owned by him in the corporation. If such certificate iscountersigned by a transfer agent other than the corporation or its employee or by a registrarother than the corporation or its employee, any other signature on the certificate may be afacsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimilesignature has been placed upon a certificate shall have ceased to be such officer, transfer agent,or registrar before such certificate is issued, it may be issued by the corporation with the sameeffect as if he were such officer, transfer agent, or registrar at the date of issue.     Whenever the corporation shall be authorized to issue more than one class of stock or morethan one series of any class of stock, and whenever the corporation shall issue any shares of itsstock as partly paid stock, the certificates representing shares of any such class or series or ofany such partly paid stock shall set forth thereon the statements prescribed by the GeneralCorporation Law. Any restrictions on the transfer or registration of transfer of any shares ofstock of any class or series shall be noted conspicuously on the certificate representing suchshares.     The corporation may issue a new certificate of stock in place of any certificate theretoforeissued by it alleged to have been lost, stolen, or destroyed, and the Board of Directors mayrequire the owner of any lost, stolen, or destroyed certificate, or his legal representative, togive the corporation a bond sufficient to indemnify the corporation against any claim that may bemade against it on account of the alleged loss, theft, or destruction of any such certificate orthe issuance of any such new certificate.     2. FRACTIONAL SHARE INTERESTS. The corporation may, but shall not be required to,issue tractions of a share. In lieu thereof it shall either pay in cash the fair value offractions of a share, as determined by the Board of Directors, to those entitled thereto or issuescrip or fractional warrants in registered or bearer form over the manual or facsimile signature ofan officer of the corporation or of its agent, exchangeable as therein provided for full shares,but such scrip or fractional warrants shall not entitle the holder to any rights of a stockholderexcept as therein provided. Such scrip or fractional warrants may be issued subject to thecondition that the same shall become void if not exchanged for certificates representing fullshares of stock before a specified date, or subject to the condition that the shares of stock forwhich such scrip or fractional warrants are exchangeable may be sold by the corporation and theproceeds thereof distributed to the holders of such scrip or fractional warrants, or subject to anyother conditions which the Board of Directors may determine.     3. STOCK TRANSFERS. Upon compliance with provisions restricting the transfer orregistration of transfer of shares of stock, if any, transfers or registration of transfers ofshares of stock of the corporation shall be made only on the stock ledger of the corporation by the
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registered holder thereof, or by his attorney thereunto authorized by power of attorney dulyexecuted and filed with the Secretary of the corporation or with a transfer agent or a registrar,if any, and on surrender of the certificate or certificates for such shares of stock properlyendorsed and the payment of all taxes due thereon.     4. RECORD DATE FOR STOCKHOLDERS. For the purpose of determining the stockholdersentitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or toexpress consent to or dissent from any corporate action in writing without a meeting, or for thepurpose of determining stockholders entitled to receive payment of any dividend or otherdistribution or the allotment of any rights, or to exercise any rights in respect of any change,conversion, or exchange of stock, or for the purpose of any other lawful action, the directors mayfix, in advance, a date as the record date for any such determination of stockholders. Such dateshall not be more than sixty days nor less than ten days before the date of such meeting, nor morethan sixty days prior to any other action. If no record date is fixed, the record date for thedetermination of stockholders entitled to notice of or to vote at a meeting of stockholders shallbe at the close of business on the day next preceding the day on which notice is given, or, ifnotice is waived, at the close of business on the day next preceding the day on which the meetingis held; the record date for determining stockholders for any other purpose shall be at the closeof business on the day on which the Board of Directors adopts the resolution relating thereto.When a determination of stockholders of record entitled to notice of or to vote at any meeting ofstockholders has been made as provided in this paragraph, such determination shall apply to anyadjournment thereof; provided, however, that the Board of Directors may fix a new record date forthe adjourned meeting.     5. MEANING OF CERTAIN TERMS. As used herein in respect of the right to notice of ameeting of stockholders or a waiver thereof or to participate or vote thereat or to consent ordissent in writing in lieu of a meeting, as the case may be, the term “share” or “shares” or “shareof stock” or “shares of stock” or “stockholder” or “stockholders” refers to an outstanding share orshares of stock and to a holder or holders of record of outstanding shares of stock when thecorporation is authorized to issue only one class of shares of stock, and said reference is alsointended to include any outstanding share or shares of stock and any holder or holders of record ofoutstanding shares of stock of any class upon which or upon whom the certificate of incorporationconfers such rights where there are two or more classes or series of shares of stock or upon whichor upon whom the General Corporation Law confers such rights notwithstanding that the certificateof incorporation may provide for more than one class or series of shares of stock, one or more ofwhich are limited or denied such rights thereunder; provided, however, that no such right shallvest in the event of an increase or decrease in the authorized number of shares of stock of anyclass or series which is otherwise denied voting rights under the provisions of the certificate ofincorporation.     6. STOCKHOLDERS MEETINGS      TIME. The annual meeting shall be held on the date and at the time fixed, from timeto time, by the directors, provided, that the first annual meeting shall be held on a date withinthirteen months after the organization of the corporation, and each successive annual meeting shallbe held on a date within thirteen months after the date of the preceding annual meeting. A specialmeeting shall be held on the date and at the time fixed by the directors.
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     PLACE. Annual meetings and special meetings shall be held at such place, within orwithout the State of Delaware, as the directors from time to time may fix. Whenever the directorsshall fail to fix such place, the meeting shall be held at the registered office of the corporationin the State of Delaware.     CALL. Annual meetings and special meetings may be called by the directors or by anyofficer instructed by the directors to call the meeting.     NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be given, statingthe place, date, and hour of the meeting and stating the place within the city or othermunicipality or community at which the list of stockholders of the corporation may be examined.The notice of an annual meeting shall state that the meeting is called for the election ofdirectors and for the transaction of other business which may properly come before the meeting, andshall (if any, other action which could be taken at a special meeting is to be taken at such annualmeeting) state the additional purpose or purposes. The notice of a special meeting shall in allinstances state the purpose or purposes for which the meeting is called. If any action is proposedto be taken which would, if taken, entitle stockholders to receive payment for their shares ofstock, the notice shall include a statement of that purpose and to that effect. Except asotherwise provided by the General Corporation Law, a copy of the notice of any meeting shall begiven, personally or by mail, not less than ten days nor more than fifty days before the date ofthe meeting, unless the lapse of the prescribed period of time shall have been waived, and shall bedirected to each stockholder at his record address or at such other address which he may havefurnished by request in writing to the Secretary of the corporation. Notice by mail shall bedeemed to be given when deposited, with postage thereon prepaid, in the United States mail. If ameeting is adjourned to another time, not more than thirty days hence, and/or to another place, andif an announcement of the adjourned time and/or place is made at the meeting, it shall not benecessary to give notice of the adjourned meeting unless the directors, after adjournment, fix anew record date for the adjourned meeting. Notice need not be given to any stockholder who submitsa written waiver of notice by him before or after the time stated therein. Attendance of a personat a meeting of stockholders shall constitute a waiver of notice of such meeting, except when thestockholder attends a meeting for the express purpose of objecting, at the beginning of themeeting, to the transaction of any business because the meeting is not lawfully called or convened.Neither the business to be transacted at, nor the purpose of, any regular or special meeting ofthe stockholders need be specified in any written waiver of notice.     STOCK-HOLDER LIST. The officer who has charge of the stock ledger of the corporationshall prepare and make, at least ten days before every meeting of stockholders, a complete list ofthe stockholders, arranged in alphabetical order, and showing the address of each stockholder andthe number of shares registered in the name of each stockholder. Such list shall be open to theexamination of any stockholder, for any purpose germane to the meeting, during ordinary businesshours, for a period of at least ten days prior to the meeting, either at a place within the city orother municipality or community where the meeting is to be held, which place shall be specified inthe notice of the meeting, or, if not so specified, at the place where the meeting is to be held.The list also shall be produced and kept at the time and place where the meeting is to be held.The list also shall be produced and kept at the time and place of the meeting during the whole timethereof, and may be inspected by any stockholder who is present. The stock ledger shall be theonly evidence as to who are the stockholders entitled to examine
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the stock ledger, the list required by this section or the books of the corporation, or tovote at any meeting of stockholders.     CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by one of thefollowing officers in the order of seniority and if present and acting — the Chairman of the Board,if any, the Vice-Chairman of the Board, if any, the President, a Vice-President, or, if none of theforegoing is in office and present and acting, by a chairman to be chosen by the stockholders. TheSecretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary ofevery meeting, but if neither the Secretary nor an Assistant Secretary is present the chairman ofthe meeting shall appoint a secretary of the meeting.     PROXY REPRESENTATION. Every stockholder may authorize another person or persons toact for him by proxy in all matters in which a stockholder is entitled to participate, whether bywaiving notice of any meeting, voting or participating at a meeting, or expressing consent ordissent without a meeting. Every proxy must be signed by the stockholder or by hisattorney-in-fact. No proxy shall be voted or acted upon after three years from its date unlesssuch proxy provides for a longer period. A duly executed proxy shall be irrevocable if it statesthat it is irrevocable and if, and only as long as, it is coupled with an interest sufficient inlaw to support an irrevocable power. A proxy may be made irrevocable regardless of whether theinterest with which it is coupled is an interest in the stock itself or an interest in thecorporation generally.     INSPECTORS AND JUDGES. The directors, in advance of any meeting, may, but need not,appoint one or more inspectors of election or judges of the vote, as the case may be, to act at themeeting or any adjournment thereof. If an inspector or inspectors or judge or judges are notappointed, the person presiding at the meeting may, but need not, appoint one or more inspectors orjudges. In case any person who may be appointed as an inspector or judge fails to appear or act,the vacancy may be filled by appointment made by the directors in advance of the meeting or at theMeeting by the person presiding thereat. Each inspector or judge, if any, before entering upon thedischarge of his duties, shall take and sign an oath faithfully to execute the duties of inspectoror judge at such meeting with strict impartiality and according to the best of his ability. Theinspectors or judges, if any, shall determine the number of shares of stock outstanding and thevoting power of each, the shares of stock represented at the meeting, the existence of a quorum,the validity and effect of proxies, and shall receive votes, ballots or consents, hear anddetermine all challenges and questions arising in connection with the right to vote, count andtabulate all votes, ballots or consents, determine the result, and do such acts as are proper toconduct the election or vote with fairness to all stockholders. On request of the person presidingat the meeting, the inspector or inspectors or judge or judges, if any, shall make a report inwriting of any challenge, question or matter determined by him or them and execute a certificate ofany fact found by him or them.     QUORUM. The holders of a majority of the outstanding shares or stock shall constitutea quorum at a meeting of stockholders for the transaction of any business. The stockholderspresent may adjourn the meeting despite the absence of a quorum.     VOTING. Each share of common stock shall entitle the holder thereof to one vote. Thevoting rights of holders of Preferred Stock shall be as set forth in Preferred Stock Designations
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adopted by the Board of Directors in accordance with Article Fourth of the Certificate ofIncorporation. In the election of directors, a plurality of the votes cast by holders of eachclass of stock entitled to elect directors or a class of directors shall elect. Any other actionshall be authorized by a majority of the votes cast except where the General Corporation Lawprescribes a different percentage of votes and/or a different exercise of voting power. In theelection of directors, voting need not be by ballot. Voting by ballot shall not be required forany other corporate action except as otherwise provided by General Corporation Law.     7. STOCKHOLDER ACTION WITHOUT MEETINGS. Whenever the vote of stockholders at aMeeting thereof is required or permitted to be taken for or in connection with any corporateaction, the meeting and vote of stockholders may be dispensed with if all of the stockholders whowould have been entitled to vote upon the action if such meeting were held shall consent in writingto such corporate action being taken; or if less than all of said stockholders, but not less thanthose having at least the minimum voting power required to take corporate action under theprovisions of the General Corporation Law, shall consent in writing to such corporate action;provided that prompt notice be given to all stockholders of the taking of such action without ameeting and by less than unanimous written consent.     8. STOCKHOLDER PROPOSALS. Except as provided in Article II, Section 2 of theseBy-laws with respect to stockholder nominations of director candidates, any stockholder entitled tovote in the election of directors may propose any action or actions for consideration by thestockholders at any meeting of stockholders only if written notice of such stockholder’s intent topropose such action or actions for consideration by the stockholders has been given, either bypersonal delivery or by registered or certified mail, to the Secretary of the corporation, by thedate specified under Rule 14a-8(a)(4) of the 1934 Act (or any amendment or successor to such rule)as the deadline for submitting stockholder proposals for any meeting of stockholders called forpurposes of electing directors. (The Rule currently requires that stockholder proposals besubmitted no later than 120 days before the anniversary of the mailing date of the previous year’sproxy statement.) The deadline for nominations shall apply regardless of any postponement oradjournment of any such meeting and regardless of whether the Company is subject to the 1934 Act.     Each such notice shall set forth:     (1) the name and address of the stockholder who intends to make the proposal and any otherstockholders known by the proposing stockholder to be supporting such proposal;     (2) a representation that the stockholder is a holder of record of stock of the corporationentitled to vote at such meeting and intends to appear in person or by proxy at the meeting topropose such action or actions for consideration by the stockholders; and     (3) such information regarding each action as would be required to be included in a proxystatement filed with the Securities and Exchange Commission pursuant to the proxy rules of the 1934Act.
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The chairman of the meeting may refuse to consider any stockholder proposal not made in compliancewith the foregoing procedure, in addition to any other basis for such refusal afforded by the 1934Act or otherwise.**ARTICLE II****DIRECTORS**     1. FUNCTIONS AND DEFINITION. The business of the corporation shall be managed by theBoard of Directors of the corporation. The use of the phrase whole board herein refers to thetotal number of directors which the corporation would have if there were no vacancies.     2. QUALIFICATIONS AND NUMBER.          (a) Qualifications. Each director of the corporation shall be a natural person offull age. A director of the corporation need not be a citizen of the United States, a resident ofthe State of Delaware or a stockholder of the corporation.          (b) Nomination of Candidates. Nominations of candidates for election to the board ofdirectors at a meeting of the stockholders may be made only by or at the direction of a majority ofthe board of directors or a nominating committee appointed by the board of directors or by anystockholder entitled to vote in such election. A nomination may be made by a stockholder only ifwritten notice of the nomination has been given to the Secretary of the corporation, either bypersonal delivery or registered or certified mail, not less than the date specified under Rule14a8(a)(4) of the Securities Exchange Act of 1934 (the “ 1934 Act”) (or any amendment or successorto such rule) as the deadline for submitting stockholder proposals for any meeting of stockholderscalled for purposes of electing directors. (The Rule currently requires that stockholder proposalsbe submitted no later than 120 days before the anniversary of the mailing date of the previousyear’s proxy statement.) The deadline for nominations shall apply regardless of any postponement oradjournment of any such meeting and regardless of whether the Company is subject to the 1934 Act.Each such notice shall set forth:               (1) the name and address of the stockholder who intends to make the nomination and any otherstockholders known by the nominating stockholder to be supporting such nominee;               (2) the number of shares of stock beneficially owned by each stockholder specified in clause(1) and a representation that the stockholder is a holder of record or beneficial owner of sharesof the corporation entitled to vote at the meeting and intends to appear in person or by proxy atthe meeting to nominate the person or persons specified in the notice;               (3) the name, address and principal occupation or employment of the person or persons to benominated;               (4) the number of shares of any class of the corporation’s stock beneficially owned by eachsuch person;
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               (5) a description of all arrangements or understandings between the stockholder and eachnominee and any other person or persons (naming such person or persons) pursuant to which thenomination or nominations are to be made by the stockholder;               (6) such other information regarding each nominee proposed by the stockholder as would berequired to be disclosed pursuant to Regulation 13D under the 1934 Act, as amended or included in aproxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission if thenominee had been nominated by the board of directors, regardless of whether such person is subjectto the provisions of any such rules or regulations;               (7) a representation signed by the nominee that he or she meets the qualifications specifiedin Section 2(a); and               (8) the written consent of each nominee, signed by such nominee, to serve as a director of thecorporation if so elected.     The Secretary of the corporation shall notify a stockholder in writing whether suchstockholder’s nomination has been made in accordance with the time and information requirements ofthis Section 2.     Only persons nominated in accordance with the procedures set forth in this Section 2(b) shallbe eligible for election as directors at a meeting of stockholders called for the purpose ofelecting directors. Accordingly, the chairman of the meeting shall determine whether anynomination by a stockholder has been made in compliance with the foregoing procedure.     Any stockholder nomination for a director to be elected by the holders of a class or series ofstock of the corporation must be made by a stockholder of the same class or series.     3. CLASSES, ELECTION, TERM OF OFFICE AND VACANCIES. The directors shall be dividedinto three classes, designated as Classes I, II and III, with each class consisting as nearly aspossible of one-third (1/3) of the total number of directors. The directors elected at the 1997annual meeting of stockholders shall be placed in such classes and shall serve such terms as weredescribed in the Proxy Statement delivered to the Company’s stockholders in connection with suchmeeting. At the 1998 annual meeting of stockholders and at each subsequent annual meeting ofstockholders, directors elected to succeed those whose terms are expiring shall be elected for aterm of office to expire at the third succeeding annual meeting of stockholders. The directorsshall be elected at annual meetings of the stockholders, and each director elected shall holdoffice until his successor is elected and qualified or until his earlier death, resignation orremoval. In the interim between annual meetings of stockholders or special meetings ofstockholders called for the election of directors and/or for the removal of one or more directorsand for the filling of any vacancy in that connection, any vacancy in the Board of Directorsresulting from a newly created directorship or from the death, resignation or removal of a directormay be filled by the vote of a majority of the directors then in office, although less than aquorum, or by the sole remaining director. A director selected to fill such vacancy shall serveuntil the end of the term of the position filled or until his successor is elected and qualified orhis earlier death, resignation or removal.
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     4. MEETINGS.     TIME. Meetings shall be held at such time as the Board shall fix, except that thefirst meeting of a newly elected Board shall be held as soon after its election as the directorsmay conveniently assemble.     PLACE. Meetings shall be held at such place within or without the State of Delawareas shall be fixed by the Board.     CALL. No call shall be required for regular meetings for which the time and placehave been fixed. Special meetings may be called by or at the direction of the Chairman of theBoard, if any, the Vice-Chairman of the Board, if any, the President, or a majority of thedirectors in office.     NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regularmeetings for which the time and place have been fixed. Written, oral, or any other mode of noticeof the time and place shall be given for special meetings in sufficient time for the convenientassembly of the directors thereat. The notice of any meeting need not specify the purpose of themeeting. Any requirements of furnishing a notice shall be waived by any director who signs awritten waiver of such notice before or after the time stated therein. Attendance of a director ata meeting shall constitute a waiver of notice of such meeting, except when the director attends ameeting for the express purpose of objecting, at the beginning of the meeting, to the transactionof any business because the meeting is not lawfully called or convened.     QUORUM AND ACTION. A majority of the whole Board shall constitute a quorum exceptwhen a vacancy or vacancies prevents such majority, whereupon a majority of the directors in officeshall constitute a quorum, provided, that such majority shall constitute at least one-third of thewhole Board. A majority of the directors present, whether or not a quorum is present, may adjourna meeting to another time and place. Except as herein otherwise provided, and except as otherwiseprovided by the General Corporation Law, the act of the Board shall be the act by vote of amajority of the directors present at a meeting, a quorum being present. The quorum and votingprovisions herein stated shall not be construed as conflicting with any provisions of the GeneralCorporation Law and these By-Laws which govern a meeting of directors held to fill vacancies andnewly created directorships in the Board.     CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present and acting,shall preside at all meetings. Otherwise, the Vice-Chairman of the Board, if any and if presentand acting, or the President, if present and acting, or any other director chosen by the Board,shall preside.     5. REMOVAL OF DIRECTORS. Any or all of the directors may be removed from the Board ofDirectors only for cause, by action of either the stockholders or the Board of Directors.     6. COMMITTEES. The Board of Directors may, by resolution passed by a majority of thewhole Board, designate one or more committees, each committee to consist of two or more of thedirectors of the corporation. The Board may designate one or more directors as alternate membersof any committee, who may replace any absent or disqualified member at any meeting
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of the committee. Any such committee, to the extent provided in the resolution of the Board,shall have and may exercise the powers of the Board of Directors in the management of the businessand affairs of the corporation, and may authorize the seal of the corporation to be affixed to allpapers which may require it. in the absence or disqualification of any member of any suchcommittee or committees, the member or members thereof present at any meeting and not disqualifiedfrom voting, whether or not he or they constitute a quorum, may unanimously appoint another memberof the Board of Directors to act at the meeting in the place of any such absent or disqualifiedmember.     7. ACTION IN WRITING. Any action required or permitted to be taken at any meeting ofthe Board of Directors or any committee thereof may be taken without a meeting if all members ofthe Board or committee, as the case may be, consent thereto in writing, and the writing or writingsare filed with the minutes of proceedings of the Board or committee.**ARTICLE III****OFFICERS**     The directors shall elect a President, a Secretary, and a Treasurer, and may elect a Chairmanof the Board of Directors, a Vice-chairman thereof, and one or more Vice-Presidents, AssistantSecretaries, and Assistant Treasurers, and may elect or appoint such other officers and agents asare desired. The President may but need not be a director. Any number of offices may be held bythe same person.     Officers shall have the powers and duties defined in the resolutions appointing them;provided, that the Secretary shall record all proceedings of the meetings or of the written actionsof the stockholders and of the directors, and any committee thereof, in a book to be kept for thatpurpose.     The Board of Directors may remove any officer for cause or without cause.**ARTICLE IV****CORPORATE SEAL**     The corporate seal shall be in such form as the Board of Directors shall prescribe.**ARTICLE V****INDEMNIFICATION**     1. MANDATORY INDEMNIFICATION. The corporation shall indemnify, to the fullest extentpermissible under Delaware law, any person who was or is a party or is threatened to be made aparty to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,administrative or investigative, including an action or suit by or in the right of the corporationto procure a judgment in its favor, by reason of the fact that he or she is or was a director,officer, employee or agent of the corporation, or is or was serving at the request of thecorporation as a director, officer, employee or agent of another corporation, partnership, joint
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venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments,fines and amounts paid in settlement actually and reasonably incurred by him in connection withsuch action, suit or proceeding if he acted in good faith and in a manner he reasonably believed tobe in or not opposed to the best interest of the corporation, and, with respect to any criminalaction or proceeding, had no reasonable cause to believe his conduct was unlawful.     2. MANDATORY ADVANCEMENT OF EXPENSES. Expenses reasonably and actually incurred by adirector, officer, employee, or agent in the course of defending any suit under paragraph 1 of thisArticle V shall be paid by the corporation in advance of the final disposition of the action, suitor proceeding, upon receipt of an undertaking by or on behalf of the director, officer, employee,or agent to repay such amounts if it is ultimately determined that he is not entitled to beindemnified by the corporation. The corporation shall pay these expenses as they are incurred bythe person who may be entitled to indemnification.     3. CONTINUATION OF RIGHT TO INDEMNIFICATION. The indemnification and advancement ofexpenses expressly provided by this bylaw shall continue as to a person who has ceased to be adirector, officer, employee or agent and shall inure to the benefit of his heirs, executors andadministrators.     4. INTENT OF BYLAW. The intent of this Article V is to provide the broadest possiblerights to indemnification to the directors, officers, employees, and agents of the corporationpermissible under the law of Delaware and not to affect any other right to indemnification that mayexist.**ARTICLE VI****FISCAL YEAR**     The fiscal year of the corporation shall be fixed, and shall be subject to change, by theBoard of Directors.**ARTICLE VII****CONTROL OVER BY-LAWS**     The power to amend, alter, and repeal these By-Laws and to adopt new By-Laws, except a By-Lawclassifying directors for election for staggered terms, shall be vested in the Board of Directorsas well as in the stockholders.
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**Amended Article I of the Restated Bylaws of CytRx Corporation**(As amended December 17, 2007)**ARTICLE VIII****STOCKHOLDERS**     1. CERTIFICATED OR UNCERTIFICATED SHARES OF STOCK. Shares of stock in the corporationshall be represented by certificates, or shall be uncertificated, as determined by the Board ofDirectors in its discretion. Every holder of stock in the corporation, if any, represented bycertificates shall be entitled to have a certificate signed by, or in the name of, the corporationby the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or aVice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an AssistantSecretary of the Corporation certifying the number of shares owned by such holder in thecorporation. If such a certificate is countersigned by a transfer agent other than the corporationor its employee or by a registrar other than the corporation or its employee, any other signatureon the certificate may be a facsimile. In case any officer, transfer agent, or registrar who hassigned or whose facsimile signature has been placed upon such a certificate shall have ceased to besuch officer, transfer agent, or registrar before such certificate is issued, it may be issued bythe corporation with the same effect as if he were such officer, transfer agent, or registrar atthe date of issue.     Whenever the corporation shall be authorized to issue more than one class of stock or morethan one series of any class of stock, and whenever the corporation shall issue any shares of itsstock as partly paid stock, the certificates, if any, representing shares of any such class orseries or of any such partly paid stock shall set forth thereon any statements prescribed by theGeneral Corporation Law. Any restrictions on the transfer or registration of transfer of anyshares of stock of any class or series shall be noted conspicuously on the certificates or in theuncertificated share registration records of the corporation.     The corporation may issue a new certificate of stock, or, if such stock is no longercertificated, a registration of stock, in place of any certificate theretofore issued by it allegedto have been lost, stolen, or destroyed, and the Board of Directors may require the owner of anylost, stolen, or destroyed certificate, or his legal representative, to give the corporation a bondsufficient to indemnify the corporation against any claim that may be made against it on account ofthe alleged loss, theft, or destruction of any such certificate or the issuance of any such newcertificate or uncertificated shares.     2. FRACTIONAL SHARE INTERESTS. The corporation may, but shall not be required to,issue fractions of a share. In lieu thereof it shall either pay in cash the fair value offractions of a share, as determined by the Board of Directors, to those entitled thereto or issuescrip or fractional warrants in registered or bearer form over the manual or facsimile signature ofan officer of the corporation or of its agent, exchangeable as therein provided for full shares,but such scrip or fractional warrants shall not entitle the holder to any rights of a stockholderexcept as therein provided. Such scrip or fractional warrants may be issued subject to thecondition that the same shall become void if not exchanged for certificated or uncertificatedshares representing
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full shares of stock, as the case may be, before a specified date, or subject to the conditionthat the shares of stock for which such scrip or fractional warrants are exchangeable may be soldby the corporation and the proceeds thereof distributed to the holders of such scrip or fractionalwarrants, or subject to any other conditions which the Board of Directors may determine.     3. STOCK TRANSFERS. Upon compliance with provisions restricting the transfer orregistration of transfer of shares of stock, if any, transfers or registration of transfers ofshares of stock of the corporation shall be made only on the books of the corporation by theregistered holder thereof, or by his attorney thereunto authorized by power of attorney dulyexecuted and filed with the Secretary of the corporation or with a transfer agent or a registrar,if any, and on surrender of the certificate or certificates for such shares of stock properlyendorsed, or, if such shares are uncertificated, by notification to the corporation or its stocktransfer agent of the transfer of such shares, accompanied by written authorization properlyexecuted, and the payment of all taxes due thereon.     4. RECORD DATE FOR STOCKHOLDERS. For the purpose of determining the stockholdersentitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or toexpress consent to or dissent from any corporate action in writing without a meeting, or for thepurpose of determining stockholders entitled to receive payment of any dividend or otherdistribution or the allotment of any rights, or to exercise any rights in respect of any change,conversion, or exchange of stock, or for the purpose of any other lawful action, the directors mayfix, in advance, a date as the record date for any such determination of stockholders. Such dateshall not be more than sixty days nor less than ten days before the date of such meeting, nor morethan sixty days prior to any other action. If no record date is fixed, the record date for thedetermination of stockholders entitled to notice of or to vote at a meeting of stockholders shallbe at the close of business on the day next preceding the day on which notice is given, or, ifnotice is waived, at the close of business on the day next preceding the day on which the meetingis held; the record date for determining stockholders for any other purpose shall be at the closeof business on the day on which the Board of Directors adopts the resolution relating thereto.When a determination of stockholders of record entitled to notice of or to vote at any meeting ofstockholders has been made as provided in this paragraph, such determination shall apply to anyadjournment thereof; provided, however, that the Board of Directors may fix a new record date forthe adjourned meeting.     5. MEANING OF CERTAIN TERMS. As used herein in respect of the right to notice of ameeting of stockholders or a waiver thereof or to participate or vote thereat or to consent ordissent in writing in lieu of a meeting, as the case may be, the term “share” or “shares” or “shareof stock” or “shares of stock” or “stockholder” or “stockholders” refers to an outstanding share orshares of stock and to a holder or holders of record of outstanding shares of stock when thecorporation is authorized to issue only one class of shares of stock, and said reference is alsointended to include any outstanding share or shares of stock and any holder or holders of record ofoutstanding shares of stock of any class upon which or upon whom the certificate of incorporationconfers such rights where there are two or more classes or series of shares of stock or upon whichor upon whom the General Corporation Law confers such rights notwithstanding that the certificateof incorporation may provide for more than one class or series of shares of stock, one or more ofwhich are limited or denied such rights thereunder; provided, however, that no such right shallvest in the event of an increase or decrease in the
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authorized number of shares of stock of any class or series which is otherwise denied votingrights under the provisions of the certificate of incorporation.     6. STOCKHOLDERS MEETINGS.     TIME. The annual meeting shall be held on the date and at the time fixed, from timeto time, by the directors, provided, that the first annual meeting shall be held on a date withinthirteen months after the organization of the corporation, and each successive annual meeting shallbe held on a date within thirteen months after the date of the preceding annual meeting. A specialmeeting shall be held on the date and at the time fixed by the directors.     PLACE. Annual meetings and special meetings shall be held at such place, within orwithout the State of Delaware, as the directors from time to time may fix. Whenever the directorsshall fail to fix such place, the meeting shall be held at the registered office of the corporationin the State of Delaware.     CALL. Annual meetings and special meetings may be called by the directors or by anyofficer instructed by the directors to call the meeting.     NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be given, statingthe place, date, and hour of the meeting and stating the place within the city or othermunicipality or community at which the list of stockholders of the corporation may be examined.The notice of an annual meeting shall state that the meeting is called for the election ofdirectors and for the transaction of other business which may properly come before the meeting, andshall (if any, other action which could be taken at a special meeting is to be taken at such annualmeeting) state the additional purpose or purposes. The notice of a special meeting shall in allinstances state the purpose or purposes for which the meeting is called. If any action is proposedto be taken which would, if taken, entitle stockholders to receive payment for their shares ofstock, the notice shall include a statement of that purpose and to that effect. Except asotherwise provided by the General Corporation Law, a copy of the notice of any meeting shall begiven, personally or by mail, not less than ten days nor more than fifty days before the date ofthe meeting, unless the lapse of the prescribed period of time shall have been waived, and shall bedirected to each stockholder at his record address or at such other address which he may havefurnished by request in writing to the Secretary of the corporation. Notice by mail shall bedeemed to be given when deposited, with postage thereon prepaid, in the United States mail. If ameeting is adjourned to another time, not more than thirty days hence, and/or to another place, andif an announcement of the adjourned time and/or place is made at the meeting, it shall not benecessary to give notice of the adjourned meeting unless the directors, after adjournment, fix anew record date for the adjourned meeting. Notice need not be given to any stockholder who submitsa written waiver of notice by him before or after the time stated therein. Attendance of a personat a meeting of stockholders shall constitute a waiver of notice of such meeting, except when thestockholder attends a meeting for the express purpose of objecting, at the beginning of themeeting, to the transaction of any business because the meeting is not lawfully called or convened.Neither the business to be transacted at, nor the purpose of, any regular or special meeting ofthe stockholders need be specified in any written waiver of notice.
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     STOCKHOLDER LIST. The officer who has charge of the stock ledger of the corporationshall prepare and make, at least ten days before every meeting of stockholders, a complete list ofthe stockholders, arranged in alphabetical order, and showing the address of each stockholder andthe number of shares registered in the name of each stockholder. Such list shall be open to theexamination of any stockholder, for any purpose germane to the meeting, during ordinary businesshours, for a period of at least ten days prior to the meeting, either at a place within the city orother municipality or community where the meeting is to be held, which place shall be specified inthe notice of the meeting, or, if not so specified, at the place where the meeting is to be held.The list also shall be produced and kept at the time and place where the meeting is to be held.The list also shall be produced and kept at the time and place of the meeting during the whole timethereof, and may be inspected by any stockholder who is present. The stock registration records ofthe corporation shall be the only evidence as to who are the stockholders entitled to examine thestock ledger, the list required by this section or the books of the corporation, or to vote at anymeeting of stockholders.     CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by one of thefollowing officers in the order of seniority and if present and acting — the Chairman of the Board,if any, the Vice-Chairman of the Board, if any, the President, a Vice-President, or, if none of theforegoing is in office and present and acting, by a chairman to be chosen by the stockholders. TheSecretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary ofevery meeting, but if neither the Secretary nor an Assistant Secretary is present the chairman ofthe meeting shall appoint a secretary of the meeting.     PROXY REPRESENTATION. Every stockholder may authorize another person or persons toact for him by proxy in all matters in which a stockholder is entitled to participate, whether bywaiving notice of any meeting, voting or participating at a meeting, or expressing consent ordissent without a meeting. Every proxy must be signed by the stockholder or by hisattorney-in-fact. No proxy shall be voted or acted upon after three years from its date unlesssuch proxy provides for a longer period. A duly executed proxy shall be irrevocable if it statesthat it is irrevocable and if, and only as long as, it is coupled with an interest sufficient inlaw to support an irrevocable power. A proxy may be made irrevocable regardless of whether theinterest with which it is coupled is an interest in the stock itself or an interest in thecorporation generally.     INSPECTORS AND JUDGES. The directors, in advance of any meeting, may, but need not,appoint one or more inspectors of election or judges of the vote, as the case may be, to act at themeeting or any adjournment thereof. If an inspector or inspectors or judge or judges are notappointed, the person presiding at the meeting may, but need not, appoint one or more inspectors orjudges. In case any person who may be appointed as an inspector or judge fails to appear or act,the vacancy may be filled by appointment made by the directors in advance of the meeting or at theMeeting by the person presiding thereat. Each inspector or judge, if any, before entering upon thedischarge of his duties, shall take and sign an oath faithfully to execute the duties of inspectoror judge at such meeting with strict impartiality and according to the best of his ability. Theinspectors or judges, if any, shall determine the number of shares of stock outstanding and thevoting power of each, the shares of stock represented at the meeting, the existence of a quorum,the validity and effect of proxies, and shall receive votes, ballots or consents, hear anddetermine all challenges and questions arising in connection with the right to vote, count and
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tabulate all votes, ballots or consents, determine the result, and do such acts as are properto conduct the election or vote with fairness to all stockholders. On request of the personpresiding at the meeting, the inspector or inspectors or judge or judges, if any, shall make areport in writing of any challenge, question or matter determined by him or them and execute acertificate of any fact found by him or them.     QUORUM. The holders of a majority of the outstanding shares or stock shall constitutea quorum at a meeting of stockholders for the transaction of any business. The stockholderspresent may adjourn the meeting despite the absence of a quorum.     VOTING. Each share of common stock shall entitle the holder thereof to one vote. Thevoting rights of holders of Preferred Stock shall be as set forth in Preferred Stock Designationsadopted by the Board of Directors in accordance with Article Fourth of the Certificate ofIncorporation. In the election of directors, a plurality of the votes cast by holders of eachclass of stock entitled to elect directors or a class of directors shall elect. Any other actionshall be authorized by a majority of the votes cast except where the General Corporation Lawprescribes a different percentage of votes and/or a different exercise of voting power. In theelection of directors, voting need not be by ballot. Voting by ballot shall not be required forany other corporate action except as otherwise provided by General Corporation Law.     7. STOCKHOLDER ACTION WITHOUT MEETINGS. Whenever the vote of stockholders at aMeeting thereof is required or permitted to be taken for or in connection with any corporateaction, the meeting and vote of stockholders may be dispensed with if all of the stockholders whowould have been entitled to vote upon the action if such meeting were held shall consent in writingto such corporate action being taken; or if less than all of said stockholders, but not less thanthose having at least the minimum voting power required to take corporate action under theprovisions of the General Corporation Law, shall consent in writing to such corporate action;provided that prompt notice be given to all stockholders of the taking of such action without ameeting and by less than unanimous written consent.     8. STOCKHOLDER PROPOSALS. Except as provided in Article II, Section 2 of theseBy-laws with respect to stockholder nominations of director candidates, any stockholder entitled tovote in the election of directors may propose any action or actions for consideration by thestockholders at any meeting of stockholders only if written notice of such stockholder’s intent topropose such action or actions for consideration by the stockholders has been given, either bypersonal delivery or by registered or certified mail, to the Secretary of the corporation, by thedate specified under Rule 14a-8(a)(4) of the 1934 Act (or any amendment or successor to such rule)as the deadline for submitting stockholder proposals for any meeting of stockholders called forpurposes of electing directors. (The Rule currently requires that stockholder proposals besubmitted no later than 120 days before the anniversary of the mailing date of the previous year’sproxy statement.) The deadline for nominations shall apply regardless of any postponement oradjournment of any such meeting and regardless of whether the Company is subject to the 1934 Act.Each such notice shall set forth:          (a) the name and address of the stockholder who intends to make the proposal and any otherstockholders known by the proposing stockholder to be supporting such proposal;
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          (b) a representation that the stockholder is a holder of record of stock of the corporationentitled to vote at such meeting and intends to appear in person or by proxy at the meeting topropose such action or actions for consideration by the stockholders; and          (c) such information regarding each action as would be required to be included in a proxystatement filed with the Securities and Exchange Commission pursuant to the proxy rules of the 1934Act.The chairman of the meeting may refuse to consider any stockholder proposal not made in compliancewith the foregoing procedure, in addition to any other basis for such refusal afforded by the 1934Act or otherwise.
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**Amended Article II, Section 2(a) of the Restated Bylaws of CytRx Corporation**(As amended January 17, 2008)     (a) Qualifications and Number. Each director of the Corporation shall be a naturalperson of full age. A director of the Corporation need not be a citizen of the United States, aresident of the State of Delaware or a stockholder of the Corporation. The total number ofdirectors which shall constitute the whole Board of Directors shall be as fixed by resolution ofthe Board of Directors.