Tenon Medical, Inc.

EX-3.1 · AMENDMENT NO. 1 TO THE BYLAWS OF TENON MEDICAL, INC

EX-3.1
 2
 ea029443401ex3-1.htm
 AMENDMENT NO. 1 TO THE BYLAWS OF TENON MEDICAL, INC

 Exhibit 3.1

 AMENDMENT
NO. 1

 TO THE
BYLAWS

 OF

 TENON
MEDICAL, INC.

 The Bylaws (the “ Bylaws ”) of
Tenon Medical, Inc., a Delaware corporation (the “ Company ”), are hereby amended as follows:

 1. Section 1.5 of Article I of the
Bylaws is hereby amended and restated in its entirety to read as follows:

 1.5 Quorum. Except as otherwise
provided by law, the certificate of incorporation or these bylaws, at each meeting of stockholders the presence in person or by proxy
of the holders of shares of stock having not less than 33 1/3% of the votes which could be cast by the holders of all outstanding shares
of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. Where a separate vote by a class or
series or classes or series is required, 33 1/3% of the outstanding shares of such class or series or classes or series, present in person
or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, except as otherwise
provided by law, the certificate of incorporation or these bylaws. If, however, such quorum is not present or represented at any meeting
of the stockholders, then either (i) the chairperson of the meeting, or (ii) the stockholders entitled to vote at the meeting, present
in person or represented by proxy, shall have the power to adjourn the meeting from time to time, in the manner provided in section
1.6 , until a quorum is present or represented.

 2. Section 1.8 of Article I of the Bylaws is hereby amended and
restated in its entirety to read as follows:

 1.8 Voting. The stockholders
entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of section 1.10 of
these bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218
(relating to voting trusts and other voting agreements) of the DGCL.

 Except as may be otherwise provided
in the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for
each share of capital stock held by such stockholder which has voting power upon the matter in question. Voting at meetings of stockholders
need not be by written ballot and, unless otherwise required by law, need not be conducted by inspectors of election unless so determined
by the holders of shares of stock having not less than a majority of the votes which could be cast by the holders of all shares of stock
entitled to vote thereon which are present in person or by proxy at such meeting. If authorized by the Board, such requirement of a written
ballot shall be satisfied by a ballot submitted by electronic transmission (as defined in section 7.2 of these bylaws), provided that
any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic
transmission was authorized by the stockholder or proxy holder.

 Except as otherwise required by
law, the certificate of incorporation or these bylaws, in all matters other than the election of directors, the affirmative vote of a
majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject
matter shall be the act of the stockholders. Except as otherwise required by law, the certificate of incorporation or these bylaws, directors
shall be elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled
to vote on the election of directors. Where a separate vote by a class or series or classes or series is required, in all matters other
than the election of directors, the affirmative vote of majority of shares of such class or series or classes or series present in person
or represented by proxy at the meeting shall be the act of such class or series or classes or series, except as otherwise provided by
law, the certificate of incorporation or these bylaws.

 3. Except as specifically amended
herein, the Bylaws shall remain unchanged and, as modified, continue in full force and effect.

 The undersigned, Chief Executive Officer of the
Company, hereby certifies that this Amendment No. 1 to the Bylaws was approved by the Board of Directors on June 10, 2026 and is effective
as of such date.

 TENON MEDICAL, INC.

 /s/ Steven Foster

 Steven Foster, Chief Executive Officer and President