| **Exhibit  3.5** |
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**CORPORATEACTION BY UNANIMOUS CONSENT OF THE DIRECTORS**

**OF**

**DIGITALANGEL CORPORATION**

 

The undersigned, being all the directors of DigitalAngel Corporation (f/k/a Medical Advisory Systems, Inc.) (the “Corporation”), aDelaware corporation, hereby adopt the following resolutions pursuant toSection 141(f) of the General Corporation Law of Delaware:

 

WHEREAS, ARTICLE XI of the By-laws of the Corporationprovides for the amendment of the By-laws by the Board of Directors; and

 

WHEREAS, the Board of Directors of the Corporationdeems it advisable to amend certain By-laws of the Corporation;

 

NOW, THEREFORE, BE IT RESOLVED, that the Board ofDirectors of the Corporation hereby amends the Bylaws of the Corporation byadding a new Article Twelve, as follows:

 

ARTICLE XII –RESTRICTIONS ON CERTAIN ACTIONS

 

Section 1.  Certain Restrictions on Certain Actions.

 

The Corporation shall not take any of the followingactions without the approval of the holders of 66.6% of the issued andoutstanding common stock of the Corporation:

 

(i)            implementinga Bankruptcy Decision with respect to the Corporation or any of its direct orindirect subsidiaries if, at the time such Bankruptcy Decision is implementedor is to be implemented, (A) a Bankruptcy Decision has been made with respectto Applied Digital Solutions, Inc., a corporation organized under the laws ofMissouri (“ADS”), or any of its direct or indirect subsidiaries, or (B) ADS isin default under or with respect to any obligation for borrowed money, includingthe Credit Documents, regardless of whether such default has been declared; and

 

(ii)           approvingany issuance of Corporation Stock (or securities of any of its direct orindirect subsidiaries) or securities convertible into or exercisable forCorporation Stock (or securities of any of its direct or indirectsubsidiaries), including options or warrants for Corporation Stock (orsecurities of any of its direct or indirect subsidiaries), for (A) non-cashconsideration or (B) cash consideration of less than Fair Market Value.

 

For the purposes of items (i) and (ii) above, thefollowing defined terms shall have the following meanings:

 

“Bankruptcy Decision” means, with respect to aspecified entity, any of the following actions: (i) filing any voluntarypetition in bankruptcy on behalf of such entity, (ii) consenting to the filingof any involuntary petition in bankruptcy against 

such entity, (iii) filing 

 

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any petition seeking, or consenting to, reorganization or relief underany applicable, federal, state or foreign law relating to bankruptcy orinsolvency, on behalf of such entity, (iv) consenting to the appointment of areceiver, liquidator, assignee, trustee, sequestrator (or other similarofficial) of such entity or a substantial part of the property of such entity,(v) making any assignment for the benefit of creditors on behalf of suchentity, (vi) admitting in writing the inability of such entity to pay its debtsgenerally as they become due, or (vii) taking any action by such entity infurtherance of any of the foregoing actions.

 

“Corporation Stock” means the common stock, parvalue $.005 per share, of the Corporation, and any stock into which such commonstock shall have been changed, any stock resulting from any reclassification ofsuch common stock, any other shares of stock issued or issuable with respectthereto (whether by way of a stock dividend or stock split or in exchange foror upon conversion of such shares or otherwise in connection with a combinationof shares, recapitalization, merger, consolidation or other corporatereorganization), and all other stock of any class or classes (howeverdesignated) of the Corporation (or its successors) the holders of which havethe right, without limitation as to amount, either to all or to a share of thebalance of current dividends and liquidating dividends after the payment ofdividends and distributions on any shares entitled to preference.

 

“Credit Agreement” means that certain ThirdAmended and Restated Term Credit Agreement, dated as of March 1, 2002, amongIBM Credit Corporation, Digital Angel Share Trust, ADS and the other partiesthereto.

 

“Credit Documents” means the Credit Agreement,the Guarantee (as defined in the Credit Agreement), and any securityagreements, leases, instruments, documents, guarantees, schedules ofassignment, contracts and similar agreements, including schedules, attachments,exhibits and ancillary documentation or other supporting documents, executed byor on behalf of each Borrower (as defined in the Credit Agreement) or any otherLoan Party (as defined in the Credit Agreement), and delivered to Lender (asdefined in the Credit Agreement), pursuant to the Credit Agreement orotherwise, and all amendments, supplements and other modifications to theforegoing from time to time.

 

“Fair Market Value” means, on any datespecified, the average of the daily Market Price of a share of CorporationStock during the 10 consecutive trading days before such date, except that, ifon any such date the shares of Corporation Stock are not listed or admitted for trading on anynational securities exchange or quoted in the over–the–countermarket, Fair Market Value shall be the Market Price on such date.

 

“Market Price” means, on any date specified, anamount per share of Corporation Stock equal to (i) the last reported sale priceof such common stock, regular way, on such date or, in case no such sale takesplace on such date, the average of the closing bid and asked prices thereofregular way on such date, in either case as officially reported on theprincipal national securities exchange on which such Corporation Stock is thenlisted or admitted for trading, (ii) if such Corporation Stock is not thenlisted or admitted for trading on any national securities exchange but isdesignated as a national market system security by the NASD, the last reportedtrading price of the Corporation Stock on such date, (iii) if there shall havebeen no trading on 

 

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such date or if the Corporation Stock is not so designated, the averageof the closing bid and asked prices of the Corporation Stock on such date asshown by the NASD automated quotation system, or (iv) if such Corporation Stockis not then listed or admitted for trading on any national exchange or quotedin the over–the–counter market, the fair value thereof (as of adate which is within 10 days of the date as of which the determination is to bemade) determined in good faith by the Corporation’s Board of Directors.

 

Section 2.  Amendment of Article Twelve.

 

The provisions of this Article Twelve may only beamended or repealed as follows:  (i) bythe Board of Directors of the Corporation after the filing of an Amendment tothe Certificate of Incorporation of the Corporation containing substantiallythe same terms as those set forth in Section 1 of this Article Twelve, or (ii)by the holders of 66.6% of the issued and outstanding common stock of theCorporation at any time.

 

RESOLVED FURTHER, that the Board of Directors of theCorporation also hereby amends and restates Article Eleven of the Bylaws of theCorporation in its entirety as follows:

 

ARTICLE XI –AMENDMENTS

 

Section 1.  Amendments.

 

Subject to Section 2 of Article Twelve, these by-lawsmay only be amended or repealed by the unanimous approval of Board of Directorsat any meeting or by the approval of the holders of 66.6% of the issued andoutstanding common stock of the Corporation at any meeting.  Upon the earlier of (i) the filing of anAmendment to the Certificate of Incorporation of the Corporation containingsubstantially the same terms as those set forth in Section 1 of Article Twelve,or (ii) the approval of the holders of 66.6% of the issued and outstandingcommon stock of the Corporation, this Section 1 of Article XI shallautomatically terminate and be of no further force or effect and Section 2 ofthis Article Eleven shall come into effect without any further action.

 

Section 2.  Amendments.

 

Provided Section 1 of this Article Eleven hasterminated in accordance with its provisions and is no longer in effect, theseby-laws may be amended or repealed by the Board of Directors at any meeting orby the stockholders at any meeting.

 

RESOLVED FURTHER, that each of the officers of theCorporation be and hereby is authorized to execute such documents and to takeany and all such actions which any or each of they deems necessary or desirableto effect the above resolutions.

 

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