Outline
RESULTS OF ELECTION - Rafael Holdings 2020 Annual Stockholders Meeting
CODE OF BUSINESS CONDUCT AND ETHICS
CORPORATE GOVERNANCE GUIDELINES
AMENDED AND RESTATED BY-LAWS OF RAFAEL HOLDINGS, INC.
WHISTLEBLOWER PROCEDURE


RESULTS OF ELECTION - Rafael Holdings 2020 Annual Stockholders Meeting

RAFAEL HOLDINGS, INC.
2020 Annual Stockholders Meeting

 

Results of Election

As a result of the 2020 Annual Meeting of Stockholders of Rafael Holdings, Inc. (the “Company”), held on Wednesday, January 15, 2020, the following proposals were acted upon, as certified by the Inspector of Elections, Tamara Cajuste of American Stock Transfer & Trust Company: 

To elect four Directors, each for a one year term; and, as a result of the election, the following were duly elected to serve on the Board of Directors of the Company:

Stephen M. Greenberg

Howard S. Jonas

Boris C. Pasche

Michael J. Weiss

 

The following was duly ratified: 

·         The appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the Fiscal Year ending July 31, 2020


CODE OF BUSINESS CONDUCT AND ETHICS
RAFAEL HOLDINGS, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
Adopted as of March 8, 2018

This Code of Business Conduct and Ethics (this "Code") covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all employees of Rafael Holdings, Inc. and its subsidiaries and affiliates (collectively the "Company"). All of our employees (including, but not limited to, supervisors and managers) must conduct themselves accordingly and should seek to avoid even the appearance of improper behavior. This Code should be followed by the Board of Directors of the Company as well as all agents and representatives, including consultants, of the Company. This Code has been adopted by the Board of Directors and is reviewed on a regular basis.

If a law conflicts with a policy in this Code, you must comply with the law; however, if a local custom or policy conflicts with this Code, you must comply with the Code. If you have any questions about these conflicts, you should ask your supervisor or manager how to handle the situation.

Those who violate the standards set forth in this Code will be subject to disciplinary action. If you are in a situation that you believe may violate or lead to a violation of this Code, follow the guidelines described in Section XIV below.

I. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

All employees must respect and obey the laws of the cities, states and countries in which the Company operates, including the rules and regulations of the Securities and Exchange Commission. Not all employees are expected to know the details of these laws, but it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel. 

II. CONFLICTS OF INTEREST

Conflicts of interest are prohibited as a matter of Company policy. A "conflict of interest" exists when someone's personal interest interferes in any way with the interests of the Company. Conflict situations may arise when an employee, officer or director takes action or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interest may also arise when a director, officer or employee, or a member of his or her family, receives improper personal benefits, including loans, as a result of his or her position in the Company[1].

It is almost always a conflict of interest for a Company employee to work simultaneously for a competitor, customer or supplier. Company employees are not allowed to work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on behalf of the Company.

Conflicts of interest may not always be clear-cut. If you have a question, you should consult with higher levels of management or the General Counsel. Any director, officer or employee who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or should consult the procedures described in Section XIV below.

III. INSIDER TRADING

Employees who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of the business of the Company. All nonpublic information about the Company should be considered confidential. To use nonpublic information for personal financial benefit or to "tip" others who might make an investment decision on the basis of this information is not only unethical but also illegal. The Company has adopted an Insider Trading Policy, and you should have received a copy of this policy. If you have any questions, please consult the General Counsel.

IV. CORPORATE OPPORTUNITIES

Employees, officers and directors are prohibited, without the express consent of the Board of Directors, from taking for themselves personally opportunities that are discovered through the use of Company property, information or position. No employee may use Company property, information or position for improper personal gain and no employee may compete with the Company directly or indirectly. Directors, officers and employees owe a duty to the Company to advance the legitimate interests of the Company when the opportunity to do so arises.

V. COMPETITION AND FAIR DEALING

We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information obtained without the owner's consent or inducing the disclosures of proprietary information or trade secrets by past or present employees of other companies is prohibited. Each employee should endeavor to respect the rights of and deal fairly with the customers, suppliers, competitors and employees of the Company. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other intentional practice that may constitute unfair dealing.

To maintain the valuable reputation of the Company, compliance with our quality processes and safety requirements is essential. In the context of ethics, quality requires that our products and services be designed and manufactured to meet our obligations to customers.

The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered, given, provided or accepted by any director, officer or employee of the Company, or by any family member of a director, officer, employee or agent, unless it (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff and (5) does not violate any laws or regulations. Please discuss with your supervisor or manager any gifts or proposed gifts if you are uncertain whether they are appropriate.

VI. DISCRIMINATION AND HARASSMENT

The diversity of our employees is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances. If you have any questions, please consult the General Counsel. 

VII. HEALTH AND SAFETY

The Company strives to provide each employee with a safe and healthy work environment. Each employee is responsible for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of alcohol or illegal drugs. The use of alcohol or illegal drugs in the workplace will not be tolerated.

VIII. RECORDKEEPING

The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked by an employee should be reported.

Many employees regularly use business expense accounts. These accounts must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or manager. 

All Company books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect Company transactions and must conform to both applicable legal requirements and the system of internal controls of the Company. Unrecorded or "off the books" funds or assets should not be maintained unless permitted by applicable law or regulation.

Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork or inappropriate characterizations of people and companies that may be misunderstood. This principle applies equally to e-mail, internal memoranda and formal reports.

Records should be retained or destroyed in accordance with the Company's Records Retention Policy, as in effect from time to time. If you have any questions, please consult the General Counsel. 

IX. CONFIDENTIALITY

Each employee must maintain the confidentiality of confidential information entrusted to him or her by the Company or its customers, except when disclosure is authorized by your supervisor, or required by law or regulations. Confidential information includes all nonpublic information that, if disclosed, might be useful to competitors or harmful to the Company or its customers. It also includes information that suppliers and customers have entrusted to us.

Employees are required to execute a standard form confidentiality agreement upon employment and from time to time during the course of employment. The obligation to preserve confidential information continues even after employment ends.

X. PROTECTION AND PROPER USE OF COMPANY ASSETS

All employees should endeavor to protect Company assets and to ensure their efficient use. Theft, carelessness and waste have a direct impact on profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Except for incidental personal use, Company equipment should not be used for purposes that do not relate to Company business.

The obligation of employees to protect Company assets includes its proprietary information. Proprietary information includes intellectual property, such as trade secrets, patents, trademarks and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information is a violation of Company policy. It may also be illegal, may result in civil and criminal penalties and may subject a director, officer or employee to discipline, up to and including termination for cause.

XI. PAYMENTS TO GOVERNMENTAL PERSONNEL

The Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. The Company strictly prohibits the making of illegal payments to government officials of any country. If you have any questions, please consult the General Counsel.

The United States government has a number of laws and regulations regarding business gratuities that may be accepted by US government personnel. The promise, offer or delivery to an official or employee of the US government of a gift, favor or other gratuity in violation of these rules violates Company policy and may be a criminal offense. State and local governments may have similar rules. If you have any questions, please consult the General Counsel. 

XII. WAIVERS OF THIS CODE OF BUSINESS CONDUCT AND ETHICS

Any waiver of this Code with respect to a director or executive officer of the Company may be made only by the Board of Directors or a committee of the Board of Directors. Any such waiver will be promptly disclosed to the extent required by law or regulation.

XIII. REPORTING ILLEGAL OR UNETHICAL BEHAVIOR

Employees are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and about the best course of action in a particular situation. The Company will not retaliate or condone retaliation against employees who report possible misconduct by others in good faith. Employees are expected to cooperate in internal investigations of misconduct.

XIV. COMPLIANCE PROCEDURES

We must all work to ensure prompt and consistent action against violations of this Code. 

A. Company Employees
In some situations it is difficult to determine the proper course of action. Since we cannot anticipate every situation that may arise, it is important for the Company to set forth a general way to approach a new question or problem. These are the steps to keep in mind:
  • Make sure you have all of the facts. In order to reach the right solutions, you must be as fully informed as possible.
  • Ask yourself what you are specifically being asked to do. This analysis will enable you to focus on the specific issues that are raised and the available alternatives. Use your judgment and common sense. If something seems unethical or improper, it may well be.
  • Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and to discuss the problem.
  • Discuss the problem with your supervisor or manager. This approach is best in most if not all situations. Your supervisor or manager may be more knowledgeable about the issue and will appreciate being brought into the process. It is a supervisor's or manager's responsibility to help you to solve problems.
  • Seek help from Company resources. In the rare instance in which it may not be appropriate to discuss an issue with your supervisor or manager, or in which you feel uncomfortable approaching your supervisor or manager, discuss the problem with the General Counsel. If you prefer to write, address your concerns to the General Counsel.
  • You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, the Company will protect your anonymity. The Company does not permit retaliation of any kind against employees for good faith reports of ethical violations. Please refer to the Company's Whistleblower Policy for anonymous reporting procedures.
  • Ask first. If you are unsure of the proper course of action, seek guidance before you act.
B. Company Supervisors and Managers
  • Compliance certification. All Company supervisors and managers, which includes any Company employee, agent or representative (including consultants) who oversees at least one employee, agent or representative (including consultants), shall be responsible for the enforcement of and compliance with this Code, including necessary distribution (if requested) to ensure employee, agent and representative knowledge and compliance. Appropriate management may periodically be required to certify compliance with this Code. Any false certification, without exception, will be dealt with severely.
  • Advise employees. Supervisors and managers should advise employees of their reporting obligation and encourage employees to report any prohibited or unlawful activities of which they are aware. Supervisors and managers should advise employees that the Company does not permit retaliation of any kind against employees for good faith reports of ethical violations.
  • You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, the Company will protect your anonymity. The Company does not permit retaliation of any kind against supervisors and managers for good faith reports of ethical violations. Please refer to the Company's Whistleblower Policy for anonymous reporting procedures.
  • Management reporting requirements. Any supervisor or manager having knowledge of any prohibited or unlawful acts or any allegations of fraud or improper behavior must promptly report such matters to the General Counsel. Supervisors and managers should never assume that someone else has reported a prohibited or unlawful act or any allegation of fraud or improper behavior.
[1] Loans to directors and executive officer may also be forbidden under applicable law.

CORPORATE GOVERNANCE GUIDELINES

RAFAEL HOLDINGS, INC.

Corporate Governance Guidelines

Adopted as of March 8, 2018
Revised as of November 21, 2019

The following Corporate Governance Guidelines (the “Guidelines”) have been adopted by the Board of Directors (the “Board”) of Rafael Holdings, Inc. (the “Company”). These Guidelines reflect the commitment of the Board to monitor the effectiveness of policy and decision-making, both at the Board and senior management levels, and to enhance stockholder value over the long term. These Guidelines are a statement of policy and are not intended to change or interpret any federal or state law or regulation, including the Delaware General Corporation Law, or the Certificate of Incorporation, as in effect and as may be amended from time to time, or the By-laws of the Company, as in effect and as may be amended from time to time. In the event of conflict, these Guidelines shall be superseded by the Certificate of Incorporation or the By-laws of the Company. The Guidelines are subject to periodic review by the Corporate Governance Committee of the Board and to modification from time to time by the Board.

I. BOARD COMPOSITION 

A. Size of Board. Subject to the provisions of the Certificate of Incorporation and the By-laws of the Company, the Board generally shall have no fewer than three (3) and no more than seventeen (17) directors. The number of directors should not exceed a number that can function efficiently as a body. The Nominating Committee considers and makes recommendations to the Board concerning the appropriate size of the Board. 

B. Selection of New Directors. The Nominating Committee is responsible for identifying, screening and recommending candidates to the Board for Board membership. When formulating its Board membership recommendations, the Nominating Committee shall also consider any relevant advice and recommendations offered by the Board, the stockholders of the Company or any outside advisors that the Nominating Committee may retain. Final approval of a candidate to fill a vacancy on the Board is determined by the full Board or by the stockholders if a vacancy coincides with the annual meeting.

All new directors shall participate in an orientation process. This process includes background briefings by the executive officers and other members of senior management. The orientation program is the responsibility of the Chief Executive Officer and is administered by the Corporate Secretary of the Company. The Company encourages the directors to participate in continuing education programs sponsored by universities, stock exchanges, or other organizations specializing in director education. Subject to the approval of the Chief Executive Officer, Chief Financial Officer or General Counsel, a director may attend continuing education programs at the Company’s expense. 

C. Membership Criteria. Nominees for director shall be selected on the basis of an individual’s experience, wisdom, integrity, ability to make independent analytical inquiries, understanding of the business environment in which the Company operates and willingness to devote adequate time to Board duties. The Nominating Committee will determine whether service on other boards of directors raises potential conflicts of interest for the nominee, and if the director will have sufficient time required for preparation and participation at Company Board meetings. The Nominating Committee shall be responsible for assessing the appropriate balance of skills and characteristics required of directors. The Board is committed to a diversified membership, in terms of both the individuals involved and their various experiences and areas of expertise.

Each director is expected to rigorously prepare for, attend and participate in all Board meetings and all meetings of committees of the Board of which the director is a member. Each director is expected to ensure that other existing and planned future commitments do not materially interfere with his or her service as an outstanding director.

All directors are required to comply with the policies and guidelines of the Company and the charter of any committee of the Board of which they are members.

D. Independent Directors on Board. Independent directors shall constitute a majority of the Board. 

E. Director Independence, Financial Literacy and Financial Experts. An independent director is one who is determined by the Board upon recommendation from the Corporate Governance Committee to be (1) “independent,” as that term is defined by the then current listing standards of the New York Stock Exchange (“NYSE”) and (2) free from any material relationship with the Company and its executive officers. The Corporate Governance Committee shall annually review (i) the financial and other relationships between non-management directors and the Company and (ii) the financial qualifications of the audit committee members.

The Corporate Governance Committee of the Board has established Independent Director Qualification Standards to assist it in determining director independence, which meet the independence requirements of the NYSE Listed Company Manual. The Board will consider all relevant facts and circumstances in making an independence determination, and not merely from the standpoint of the director, but also from that of persons or organizations with which the director has an affiliation or in which the director has a significant financial interest. The Corporate Governance Committee shall undertake an annual review of the independence of all non-management directors. In advance of the meeting at which this review occurs, each non-management director shall be asked to provide the Corporate Governance Committee with full information regarding the director’s business and other relationships with the Company and its executive officers to enable the Committee to properly evaluate the director’s independence. The Corporate Governance Committee will make recommendations to the Board regarding the independence of non-employee directors and the financial literacy (as such qualification is interpreted by the Board of Directors in its business judgment) and financial expertise (as such term is defined by the Securities and Exchange Commission) of audit committee members. The Board shall ultimately determine whether such directors are independent and, if applicable, financially literate and financial experts.

Directors have an affirmative obligation to inform the Corporate Governance Committee of any material changes in their circumstances or relationships that may impact their designation by the Board as “independent.” This obligation includes all business relationships between, on the one hand directors or members of their immediate family, and, on the other hand, the Company and its executive officers.

F. Independent Director Qualification Standards. In evaluating independence, the Board will not deem a director independent if:

1. During the past three years, the Company has employed the director (except in an interim executive officer capacity for less than one year)2. During the past three years the director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the Company, other than director and committee fees and pension or other form of deferred compensation (provided such compensation is not contingent in any way on continued service). Compensation received by a director for former service as an interim executive officer for less than one year and compensation received by an immediate family member for service as a non-executive employee of the Company will not be considered in determining independence under this test; 

3. The director is an immediate family member of an individual who is, or at any time during the past three years was, employed by the Company as an executive officer; 

4. (a) The director is a current partner or employee of a firm that is the Company’s internal or external auditor, (b) the director has an immediate family member who is a current partner of such firm, (c) the director has an immediate family member who is a current employee of such firm and personally woks on the Company’s audit, or (d) the director or any of his or her immediate family members was, within the last three years, a partner or employee of such firm and personally worked on the Company’s audit within that time; 

5. The director, or any of his or her immediate family members, is, or has been within the last three fiscal years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves or served on that company’s compensation (or equivalent) committee; or 

6. The director is a current employee, or has an immediate family member who is a current executive officer of, any organization to which the Company made, or from which the Company received, payments that exceed the greater of 2% of the organization’s consolidated gross revenues for that year, or $1,000,000, in any of the most recent three fiscal years.

The following not-for-profit relationship will not automatically bar a finding of independence: the director is a current executive officer of a tax exempt organization that has received contributions from the Company in an amount which, in any of the last three fiscal years, exceeds the greater of (a) $1 million or (b) two percent of the consolidated gross revenues of such tax exempt organization. The Corporate Governance Committee, however, will review the materiality of such relationship to determine if such director is independent.

For the purposes of these Guidelines, the term “immediate family member” means a person’s spouse, parents, stepparents, children, stepchildren, siblings, mother and father-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares such person’s home, but excluding any person who is no longer an immediate family member as a result of legal separation, divorce, death or incapacitation. For purposes of these Guidelines, the term “executive officers” shall mean any officer of the Company who is subject to the reporting provisions and trading restrictions of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations promulgated by the Securities and Exchange Commission thereunder.

G. Changes in Director Occupation. A Director shall offer a resignation to the Board and the Corporate Secretary in the event of a material change in the principal occupation of such director at the time of his or her election to the Board. The Corporate Governance Committee shall review and evaluate the continued appropriateness of Board membership and recommend to the Board whether to accept or reject the director’s resignation. 

H. Directors Serving on Boards of Directors of Other Companies. The Corporate Governance Committee shall review the continued appropriateness of Board membership if a director joins the board of directors of another company. Each director has the responsibility to notify the Corporate Secretary of any change in directorships or committee memberships on other companies’ boards of directors. No director shall serve on the board of directors of more than four other companies that are reporting companies within the meaning of the Securities Exchange Act of 1934. 

 

I. Term Limits. The Board does not mandate term limits for directors. 

J. Director Compensation. Company employees shall not receive compensation for their service as directors. Compensation for independent non-employee directors shall be reviewed annually as determined by the Compensation Committee of the Board. The Company believes that compensation for independent non-employee directors should be competitive. Further, the Company believes it is in the best interest of its stockholders that a portion of annual independent director compensation be paid in Company stock and/or stock options.

II. RESPONSIBILITIES OF THE BOARD OF DIRECTORS 

A. Board Responsibilities. The primary responsibilities of the Board are oversight, counseling and direction to the management of the Company in the interest and for the benefit of the Company’s stockholders. The Board’s detailed responsibilities include:

1. Planning for succession with respect to the position of Chief Executive Officer;

2. Reviewing and, where appropriate, approving the Company’s major financial objectives, strategic and operating plans and actions; 

3. Overseeing the conduct of the Company's business to evaluate whether the business is being properly managed; and 

4. Overseeing the processes for maintaining the integrity of the Company with regards to its financial statements and other public disclosures, and compliance with law and ethics.

The Board has delegated to the Chief Executive Officer, working with the other executive officers of the Company, the authority and responsibility for managing the business of the Company in a manner consistent with the standards and practices of the Company, and in accordance with any specific plans, instructions or directions of the Board. The Chief Executive Officer and the Company’s management are responsible to seek the advice and, in appropriate situations, the approval of the Board with respect to extraordinary actions to be undertaken by the Company.B. Code of Business Conduct and Ethics. Members of the Board shall act at all times in accordance with the requirements of the Company’s Code of Business Conduct and Ethics, which shall be applicable to each director in connection with his or her activities relating to the Company. This obligation shall at all times include, without limitation, adherence to the Company’s policies with respect to conflicts of interest, confidentiality, protection of the Company’s assets, ethical conduct in business dealings and respect for and compliance with applicable law. Any waiver of the requirements of the Code of Business Conduct and Ethics with respect to any individual director shall be reported to, and be subject to the approval of, the Board.

III. BOARD MEETINGS 

A. Frequency of Meetings. There shall be at least four regularly scheduled meetings of the Board each year. It is the responsibility of each director to expend all reasonable efforts to attend all meetings telephonically or in person. 

B. Agenda. The Chief Executive Officer sets the agenda for Board meetings with the understanding that the members of the Board are responsible for providing suggestions for agenda items that are aligned with the oversight, advisory and monitoring functions of the Board. \

C. Executive Sessions. It is the policy of the Board to have a separate meeting time for the independent directors (“Executive Sessions”) during each regularly scheduled Board Meeting. Executive Sessions may be held in person or telephonically so long as all those attending the meeting are able to hear each other. At the first board meeting following the annual meeting of stockholders, the independent directors shall elect an independent director to chair Executive Sessions, to serve as the interface between the independent directors and the Chief Executive Officer in communicating the matters discussed during the Executive Sessions and to bear such other responsibilities as the independent directors as a whole shall designate from time to time (the “Lead Independent Director”).

D. Board Materials Distributed in Advance. Information and data are important to an understanding of the business of the Company and essential to prepare directors for productive meetings. Presentation materials relevant to each meeting shall be distributed in writing to the Board sufficiently in advance of the meeting so that the directors may prepare to discuss items at the meeting, unless doing so would compromise the confidentiality of competitive information. In the event of a pressing need for the Board to meet on short notice, written materials may not be available in advance of the meeting. Effort shall be made to provide presentation materials that are brief and to the point, yet communicate the critical information. 

E. Board Contact with Senior Management and External or Independent Advisors. Directors shall have complete access to senior management and all external or independent advisors to the Company, including without limitation attorneys, accountants and financial advisors. Directors shall use sound business judgment to ensure that such contact is not unduly distracting, and, if contact is made in writing, the Chief Executive Officer shall be provided with a copy.

The Board shall encourage senior management, from time to time, to bring employees into Board meetings (1) who provide additional insight concerning the items being discussed because of personal involvement in these areas and (2) who represent significant aspects of the business of the Company. The Board should also be exposed to employees with future potential to assure adequate plans for management succession within the Company.

F. Board Interaction with Stockholders and Press. The Board believes that senior management generally should speak for the Company, consistent with all regulations governing such communications and with common sense. Unless otherwise agreed to or requested by the Chief Executive Officer, each director shall refer all inquiries from stockholders and the press to designated members of senior management and the Chief Executive Officer.

G. Annual Meeting Attendance. All Board members are expected to attend the Annual Meeting of Stockholders in person unless an emergency prevents them from doing so. 

IV. COMMITTEE MATTERS

A. Number and Names of Board Committees. The Company shall have the following standing committees: Audit, Compensation, Nominating and Corporate Governance. The duties and responsibilities of each committee shall be outlined in a charter or by resolution of the Board. Consistent with legal and stock exchange requirements, the Board may form a new temporary or permanent committee or disband a current committee depending on the circumstances.

B. Independence of Audit, Corporate Governance and Compensation Committees. Each of the Audit Committee, the Corporate Governance Committee and the Compensation Committee shall be composed entirely of independent directors. 

C. Assignment of Committee Members. The Nominating Committee shall be responsible for making recommendations to the Board with respect to the assignment of directors to various committees. After reviewing the recommendations of the Committee, the Board shall appoint committee members on an annual basis at the first meeting following the annual meeting of stockholders. Unless the Chairman of the Committee is elected by the Board, the members of each committee may designate a Chairman by majority vote of the committee membership. 

D. Limitation on Audit Committee Members. Without the express consent of the Board, no member of the Audit Committee shall serve on the audit committee of more than three companies, including the Company, that are reporting companies within the meaning of the Securities Exchange Act of 1934. If the Board permits any member of the Committee to serve on more than three such audit committees, then the Board shall make an affirmative determination that simultaneous service will not impair the effectiveness of the Committee member with respect to his or her responsibilities to the Company. The basis for such determination shall be disclosed as required by law or stock exchange regulation. 

E. Meeting Conduct. The frequency, length and agenda of meetings of each of the committees are determined by the chair of the committee. Sufficient time to consider the agenda items should be provided. Materials related to agenda items are provided to the committee members sufficiently in advance of the meeting where necessary to allow the members to prepare for discussion of the items at the meeting. 

F. Annual Review by Committee. Each Board committee shall annually review its charter and recommend any changes to the Board. In addition to its charter, the Corporate Governance Committee shall annually review these Guidelines and recommend any changes to the Board. 

V. LEADERSHIP DEVELOPMENT

Succession Planning. The Board shall plan for succession to the position of Chief Executive Officer, Succession planning should include policies and principles for Chief Executive Officer selection and performance review, as well as policies regarding succession in the event of an emergency or the retirement of the Chief Executive Officer.

VI. ANNUAL PERFORMANCE EVALUATION 

The Board, the Corporate Governance Committee, the Compensation Committee, and the Audit Committee shall each conduct an annual self-evaluation to determine whether it is functioning effectively. The Corporate Governance Committee will develop and approve an annual self-evaluation process for the Board and its committees and shall oversee the self-evaluation process. The Board’s self-evaluation shall focus on, among other things, an assessment of: (a) the Board’s composition and independence, (b) the Board’s access to and review of information from management, and the quality of such information, (c) the Board’s effectiveness and (d) areas where the Board or management believes that the Board could improve. Each committee self-evaluation shall focus on compliance with its charter, committee structure and culture, access and sufficiency of information, effectiveness and areas where the committee members believe the committee can improve. The Corporate Governance Committee Chair, or the Chair of each committee, will report annually to the Board with a performance assessment of the Board’s committees. 

VII. CORPORATE OPPORTUNITY 

If a director is contemplating entering into a transaction that involves competition against the Company, the director is considered to be interested in the matter. In such event, the director shall contact the Chief Executive Officer, the Corporate Secretary or the chairman of the Corporate Governance Committee. The involvement or interest of the director shall then be reviewed by the General Counsel and referred for resolution to the Corporate Governance Committee. Interested directors should be identified, their interests disclosed to the Corporate Governance Committee, and they shall not participate in any discussion or any vote relating to any matter in which they have been deemed to be interested. The decision of the Corporate Governance Committee on all matters of interest shall be final.

Notwithstanding the forgoing, however, if a director becomes aware of a corporate opportunity that could benefit the Company, he or she must first present the opportunity to the Board for consideration and not attempt to personally profit from the opportunity unless the Company declines to pursue it.

Download Corporate Governance Guidelines Corporate Governance Guidelines

AMENDED AND RESTATED BY-LAWS OF RAFAEL HOLDINGS, INC.
AMENDED AND RESTATED BY-LAWS OF
RAFAEL HOLDINGS, INC.
(hereinafter called the "Corporation")

ARTICLE I.
OFFICES

Section 1. Registered Office. The registered office of the Corporation shall be in the

City of Wilmington, County of New Castle, State of Delaware.

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

ARTICLE II.

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings.  Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings.  The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings 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.

Section 3. Special Meetings.  Unless otherwise prescribed by law or by the Amended and Restated Certificate of Incorporation of the Corporation (as the same has been and may be further amended from time to time, the "Certificate of Incorporation"), Special Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the Chairman, (ii) the Chief Executive Officer, (iii) the President, (iv) the Corporate Secretary, or (v) any Assistant Secretary, and shall be called by any such officer at the request in writing of a majority of the Board of Directors or at the request in writing of stockholders owning issued and outstanding capital stock of the Corporation representing not less than a majority of the voting power of all issued and outstanding capital stock of the Corporation. Such request shall state the purpose or purposes of the proposed meeting.

Section 4. Notice of Meetings.  Written notice of stockholders' meetings, stating the place, date, and hour thereof, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder entitled to vote thereat by or at whose direction the notice is being issued. A copy of the notice of any meeting shall be delivered in accordance with the provisions of Article VI below, not less than ten days but not more than sixty days before the date of such meeting, unless a different period is prescribed by law.

Section 5. Quorum.  Except as otherwise provided by law or by the Certificate of Incorporation, the holders of issued and outstanding capital stock of the Corporation representing not less than a majority of the voting power of all issued and outstanding capital stock of the Corporation entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. If, however, such 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 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 such 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. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting.

Section 6. Voting.  Unless otherwise required by law, the Certificate of Incorporation or these By-Laws, any question brought before any meeting of stockholders shall be decided by the vote of the holders of issued and outstanding capital stock of the Corporation representing not less than a majority of the voting power of all issued and outstanding capital stock of the Corporation present or represented by proxy and entitled to vote thereat. Each stockholder represented at a meeting of stockholders shall be entitled, for each share of the capital stock entitled to vote thereat held by such stockholder, such number of votes as are set forth for such share in the Certificate of Incorporation as in effect from time to time. Such votes may be cast in person or by proxy but no proxy shall be voted on or after three years from its date, unless such proxy provides for a longer period. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his or her discretion, may require that any votes cast at such meeting shall be cast by written ballot.

Section 7. Consent of Stockholders in Lieu of Meeting.
  Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any Annual or Special Meeting of Stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. An electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed, and dated for the purposes of these By-Laws, provided that any such electronic transmission sets forth or is delivered with information from which the Corporation can determine (1) that the electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (2) the date on which such stockholder or proxyholder or authorized person or persons transmitted such electronic transmission. Any consent by means of electronic transmission shall be deemed to have been signed on the date on which such electronic transmission was transmitted. No consent given by electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book or books in which proceedings of meetings of stockholders are recorded.

Delivery made to the Corporation's registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission, may be otherwise delivered to the principal place of business of the Corporation or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the Board of Directors.

Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Section 8. List of Stockholders Entitled to Vote.  The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number and class of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present.

Section 9. Stock Ledger.  The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 8 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

ARTICLE III. 

DIRECTORS

Section 1. Number and Election of Directors.  The Board of Directors shall consist of not less than three nor more than seventeen members, the exact number of which shall be fixed from time to time by the Board of Directors.

Except as provided in Section 2 of this Article, directors shall be elected if the votes cast at the Annual Meeting of Stockholders for each nominee's election exceed the votes cast against such nominee's election; provided, however, that directors shall be elected by a plurality of the votes cast at any meeting of stockholders for which (i) the General Counsel and Corporate Secretary and/or any Assistant Secretary of the Corporation receive a notice that a stockholder has nominated a person for election to the Board of Directors in compliance with the advance notice requirements for stockholder proposals set forth in the Proxy Statement relating to the meeting and (ii) such nomination has not been withdrawn by such stockholder on or prior to the day next preceding the date the Corporation first mails its notice of meeting for such meeting to the stockholders. If directors are to be elected by a plurality of the votes cast, stockholders shall not be permitted to vote against a nominee. Each director so elected shall hold office until the expiration of the term of such director (as set forth in the Certificate of Incorporation) and until his or her successor is duly elected and qualified, or until his or her earlier death or incapacity, resignation, retirement, disqualification or removal from office. Any director may resign at any time upon notice to the Corporation. Directors need not be Stockholders.

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, or by a sole remaining director, and the directors so chosen shall hold office until the next occurring annual meeting of stockholders following their election and until their successors are duly elected and qualified, or until their earlier death or incapacity, resignation, retirement, disqualification or removal from office.

Section 3. Duties and Powers. The business of the Corporation shall be managed by or under the direction of the 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 Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

Section 4. Meetings.  The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors. Special meetings of the board of Directors may be called by the Chief Executive Officer, the President, the Corporate Secretary, any Assistant Secretary or any two directors, acting jointly. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone or telegram on twenty-four (24) hours' notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

Section 5. Quorum.  Except as may be otherwise specifically provided by applicable law, the Certificate of Incorporation or these By-Laws, at all meetings of the Board of Directors, a majority of the members of the Board of Directors then in office shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 6. Actions of Board.  Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, 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 all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 7. Meetings by Means of Conference Telephone.  Unless otherwise provided by the Certificate of Incorporation or these By-Laws, 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 such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.

Section 8. Committees.  The Board of Directors may, by resolution passed by a majority of the directors then in office, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent allowed by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Each committee shall keep regular minutes and report to the Board of Directors when required. The Chairman of the Board of Directors may appoint one or more ex-officio Directors as ex-officio members of a committee.

Section 9. Compensation.  The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors or special or standing committee thereof, and may be paid a fixed sum for attendance at each meeting of the Board of Directors or special or standing committee thereof or a stated salary as director and/or member of committee of the Board of Directors, in each case in cash and/or securities (including options and convertible securities) of the Corporation or any of its subsidiaries or affiliates. Except as otherwise prohibited by applicable law, no such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation for such services.

Section 10. Interested Directors.  No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of the Corporation's directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer of the Corporation is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose if (i) the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

Section 11. Removal.  A director or the entire Board of Directors may be removed at any time, with or without cause, by the holders of issued and outstanding capital stock of the Corporation representing not less than a majority of the voting power of all issued and outstanding capital stock of the Corporation entitled to vote at an election of directors.

ARTICLE IV.

OFFICERS


Section 1. General.
  The officers of the Corporation shall be chosen by the Board of Directors and shall include a Chief Executive Officer, a Chief Financial Officer, a President, a Corporate Secretary and a Treasurer. The Board of Directors, in its discretion, may also choose a Chairman of the Board (who may or may not be designated as an officer of the Company and shall be empowered to preside at meetings of the Board of Directors), one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these By-Laws. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board, need such officers be directors of the Corporation.

Section 2. Election.   The Board of Directors at its first meeting held after each Annual Meeting of Stockholders shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time by the affirmative vote of a majority of the members of the Board of Directors then in office. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.

Section 3. Voting Securities Owned by the Corporation.  Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chief Executive Officer the President the Corporate Secretary or an Assistant Secretary and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

Section 4. Chief Executive Officer.  The Chief Executive Officer shall, subject to the control of the Board of Directors, have general supervisory responsibility over the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He or she shall be the primary executive officer of the Corporation and shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these By-Laws, the Board of Directors or the Chief Executive Officer. In the absence or disability of the Chairman of the Board, the Chief Executive Officer shall preside at all meetings of the stockholders and the Board of Directors. The Chief Executive Officer shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him or her by these By-Laws or by the Board of Directors.

Section 5. Chief Financial Officer.  The Chief Financial Officer shall, subject to the control of the Board of Directors, have the responsibility for maintaining the financial records of the Corporation. He or she shall render from time to time an account of the financial condition of the Corporation. The Chief Financial Officer shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him or her by these By-Laws or by the Board of Directors.

Section 6. President.  The President shall be an executive officer of the Corporation, with responsibility, together with the other officers of the Corporation, for carrying out the policies of the Board of Directors and the Chief Executive Officer. He or she shall report directly to the Chief Executive Officer. At the request of the Chief Executive Officer, or during the absence or disability of the Chief Executive Officer, the President shall exercise all the powers and discharge all the duties of the Chief Executive Officer. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him or her by these By-Laws or by the Board of Directors.

Section 7. Vice Presidents.  The Board of Directors, the Chairman of the Board and the Chief Executive Officer shall have the power to appoint one or more Vice Presidents with such powers and responsibilities as shall be designated in the resolutions or designations appointing the same, as modified from time to time by actions of the Board of Directors or the Chief Executive Officer. Such Vice Presidents may be given titles (e.g. Senior Vice President or Executive Vice President) to indicate their relative seniority as to one another, and/or descriptive titles to delineate their relative areas of responsibility. Each Vice President shall perform such duties and have such other powers as the Board of Directors from time to time may prescribe. If there shall be no Chairman of the Board, the Board of Directors shall designate the officer of the Corporation who, in the absence of the Chief Executive Officer and the President or in the event of the inability or refusal of the Chief Executive Officer and the President to act, shall perform the duties of the Chief Executive Officer or the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer and President.

Section 8. Corporate Secretary.  The Corporate Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Corporate Secretary shall also perform like duties for the standing committees when required. The Corporate Secretary 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, the Chief Executive Officer or the President. If the Corporate Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then any of the Board of Directors, the Chief Executive Officer or the President may choose another officer to cause such notice to be given. The Corporate Secretary shall have custody of the seal of the Corporation and the Corporate Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Corporate Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The Corporate Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 9. 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. The Treasurer 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 Chief Executive Officer, Chief Financial Officer the President and the Board of Directors, at its regular meetings, or when the Chief Executive Officer, Chief Financial Officer, the President or the Board of Directors so requires, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer 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 or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

Section 10. Assistant Secretaries.  Except as may be otherwise provided in these By-Laws, the Board of Directors may choose one or more Assistant Secretaries, who shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, and in the absence of the Corporate Secretary or in the event of his or her disability or refusal to act, one or more of the Assistant Secretaries may be designated to perform the duties of the Corporate Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Corporate Secretary.

Section 11. Assistant Treasurers.  Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the President or the Treasurer, and in the absence of the Treasurer or in the event of his or her disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer 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 or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

Section 12. Other Officers.  Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, including, without limitation, a Chairman of the Board of Directors, a Chief Operating Officer and a Chief Accounting Officer. The Chairman of the Board may or may not be an officer of the Corporation, and if an officer, in that role shall be subject to the control of the Board of Directors, and shall report directly to the Board of Directors. The Chairman of the Board shall preside at all meetings of the stockholders and at all meetings of the Board of Directors. The Chairman of the Board shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him or her by these By-Laws or by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE V.

STOCK

Section 1. Form of Certificates.  Subject to Section 5 below, every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the Corporation (i) by the Chief Executive Officer, the President or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the Corporate Secretary or an Assistant Secretary of the Corporation, certifying the number and class of shares owned by him, her or it in the Corporation.

Section 2. Signatures.  Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature 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 same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

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

Section 4. Transfers.  Stock of the Corporation shall be transferable in the manner prescribed by law and in these By-Laws, including, without limitation, through a "book-entry" system if so prescribed by the Board of Directors. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by his, her or its attorney-in-fact or other representative lawfully constituted in writing and upon the surrender of the certificate therefor, which shall be cancelled before a new certificate shall be issued.

Section 5. Shares Without Certificates.  Notwithstanding any other provision in these Bylaws, the Board of Directors may authorize the issuance of any shares of any of its classes or series without certificates. The authorization does not affect shares already represented by certificates until the certificates are surrendered to the Corporation. Within a reasonable time after the issuance or transfer of shares without certificates, the Corporation shall send the stockholder a written statement that includes (1) all of the information required by applicable law on share certificates and (2) any transfer restrictions applicable to the shares.

Section 6. Record Date.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 7. Beneficial Owners. 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 to hold liable for calls and assessments a person registered on its books bas the owner of shares, and 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 law.

ARTICLE VI.

NOTICES

Section 1. Notices.  Except as otherwise provided in these By-Laws, whenever written notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his, her or its address as it appears on the records of the Corporation. If mailed, the notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to each stockholder at such stockholder's address as it appears on the records of the Corporation, unless such stockholder shall have filed with the Corporate Secretary of the Corporation a written request that such notice be mailed to some other address, in which case it shall be directed to such other address. Notice of any meeting of stockholders need not be given to any stockholder who shall submit, either before or after the time stated therein, a written waiver of notice or who shall attend the meeting other than a stockholder who attends the meeting solely for the express purpose of objecting at the beginning thereof to the transaction of any business because the meeting is not lawfully called or convened. Unless the Board of Directors, after an adjournment is taken, shall fix a new record date for an adjourned meeting or unless the adjournment is for more than thirty days, notice of an adjourned meeting need not be given if the place, date and time to which the meeting shall be adjourned are announced at a meeting at which the adjournment is taken.

Without limiting the manner by which notice otherwise may be given effectively to stockholders, unless excepted under Sections 164, 296, 311, 312 or 324 of the Delaware General Corporation Law, any notice to stockholders given by the Corporation under any provision of these By-Laws or the Certificate of Incorporation shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed revoked if (1) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent and (2) such inability becomes known to the Corporate Secretary or an Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

Notice given by a form of electronic transmission shall be deemed given: (1) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (3) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (4) if by any other form of electronic transmission, when directed to the stockholder. An affidavit of the Corporate Secretary or an Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

Electronic transmission includes any form of communication not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

Section 2. Waivers of Notice.  Whenever any notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, 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.


ARTICLE VII.

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in securities or in other property. 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, deems 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 any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 2. Disbursements.  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 3. Fiscal Year.  The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 4. Corporate Seal.  The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words "Corporate Seal" and "Delaware." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII.

INDEMNIFICATION

Section 1. Power to Indemnify in Actions, Suits or Proceedings other than those by or in the Right of the Corporation.  Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director or officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. For the purposes of this Article VIII, "director or officer of the Corporation" shall mean directors or officers of the Corporation and directors or officers of any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise of which the Corporation owns, directly or indirectly, greater than fifty percent (50%).

Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation.  Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 3. Authorization of Indemnification.  Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Such determination shall be made

(i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iii) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith, without the necessity of authorization in the specific case.

Section 4. Good Faith Defined.  For purposes of any determination under Section 3 of this Article VIII, a person shall be deemed to have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his or her conduct was unlawful, if his or her action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him or her by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term "another enterprise" as used in this Section 4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 1 or 2 of this Article VIII, as the case may be.

Section 5. Indemnification by the Court.  Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 1 and 2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he or she has met the applicable standards of conduct set forth in Sections 1 or 2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Section 6. Expenses Payable in Advance.  Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article VIII.

Section 7. Nonexclusivity of Indemnification and Advancement of Expenses.  The indemnification and advancement of expenses provided by or granted pursuant to this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 1 and 2 of this Article VIII shall be made to the fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Sections 1 or 2 of this Article VIII but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware, or otherwise.

Section 8. Insurance.  The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power or the obligation to indemnify him or her against such liability under the provisions of this Article VIII.

Section 9. Certain Definitions.  For purposes of this Article VIII, references to "the Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VIII, references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Article VIII.

Section 10. Survival of Indemnification and Advancement of Expenses.  The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 11. Limitation on Indemnification.  Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors.

Section 12. Indemnification of Employees and Agents.  The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VIII to directors and officers of the Corporation.

ARTICLE IX.

AMENDMENTS

These By-Laws may be altered, amended or repealed, in whole or in part, or new By- Laws may be adopted by the stockholders or by the Board of Directors, provided, however, that notice of such alteration, amendment, repeal or adoption of new By-Laws be contained in the notice of such meeting of stockholders or Board of Directors as the case may be. All such amendments must be approved by either the holders of issued and outstanding capital stock of the Corporation representing not less than a majority of the voting power of all issued and outstanding capital stock of the Corporation entitled to vote thereon or by a majority of the members of the Board of Directors then in office.

WHISTLEBLOWER PROCEDURE
Rafael Holdings, Inc. 
Whistleblower Procedure 
Adopted as of March 8, 2018

The Audit Committee (the "Audit Committee") of the Board of Directors of Rafael Holdings, Inc. ("Rafael") has adopted the following procedures for the receipt, retention and oversight of complaints by employees or any third party regarding alleged violations of Rafael's Code of Business Conduct and Ethics and accounting, internal accounting controls or auditing matters, including complaints regarding violations of the Company's accounting policies and procedures or circumvention of internal accounting controls (the "Complaints").

I. The Audit Committee has designated Menachem Ash, general counsel of the Company ("Counsel"), to receive and investigate the Complaints. The Complaints may be made as follows:
1. by calling one of the following numbers:
a. USA - English: 800-916-7037
b. USA - Spanish: 855-765-7249
c. Canada: 800-916-7037
d. UK: 800-652-3673
e. Sweden: 020-793-030
f. Germany: 800-180-2137
g. Italy: 800-799-622
h. France: 080-091-4677
i. Ireland: 180-090-3534
j. Switzerland: 080-084-8137
k. Brazil: 800-891-6705
l. China: 400-120-0690
m. Japan: 053-112-2792
n. You will be prompted to enter the company identifier, please enter: RFL; or by
2. submitting the Complaint electronically at https://irdirect.net/RFL/whistleblower_iframe

II. Upon receipt of a Complaint, Counsel shall begin a preliminary investigation and shall consult with and/or request the assistance of all necessary parties, including but not limited to, Rafael's management, outside legal counsel, and/or accounting experts, Counsel shall also prepare a summary of the nature of the Complaint, date of receipt of the Complaint, the current status of the investigation and any final resolution of the Complaint (the "Complaint Summary") and shall update the Complaint Summary as appropriate. Counsel shall submit each Complaint Summary to the Audit Committee in advance of the next regularly scheduled meeting and shall report to the Audit Committee at each meeting.

III. Upon completion of the preliminary investigation, Counsel shall present the findings of the investigation to the Audit Committee. If the Audit Committee determines that there is no reasonable justification for the Complaint, Counsel shall close the Complaint. If the Audit Committee determines that there is a reasonable possibility of a violation, Counsel shall consult with the Audit Committee to determine the appropriate course of action for a more comprehensive investigation and, if appropriate, corrective action.

IV. Employees of Rafael are expressly authorized to make Complaints, as detailed in Section I above, on a confidential and/or anonymous basis. If requested, Complaints will be treated confidentially and/or anonymously, as applicable, to the extent reasonably practicable. Consistent with Rafael's existing employment policies, Rafael prohibits retaliation against any individual who, in good faith, reports a Complaint or participates in an investigation of such Complaint. Any such conduct or attempted conduct of retaliation will be subject to disciplinary action up to and including termination.

V. Rafael will retain all records relating to any Complaint, including but not limited to the investigation and resolution thereof, to the extent required by Rafael's Records Retention Policy. All such records are confidential and are protected by attorney-client privilege and/or the attorney work product doctrine.

VI. Rafael will communicate these procedures to all of its employees and shall post them on both the corporate intranet and extranet website.