Item 5.03.
Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
Effective February 4, 2008, the Board of
Directors of AVI BioPharma, Inc. (the Company) approved and adopted the
amendment and restatement of the Companys Bylaws (the Bylaws and, as amended
and restated, the Restated Bylaws).
The Bylaws were amended and restated to implement the following primary
changes, among others:
(1) The Restated Bylaws require notice
for a special meeting be provided no less than 10 nor more than 60 days prior
to the meeting, compared to no less than 10 nor more than 50 days in the
Bylaws.
(2) Under the Restated Bylaws, the
record date for the purpose of determining shareholders entitled to notice of a
shareholders meeting, to demand a special meeting, or to vote or to take any
other action, must be not more than 70 days before the meeting or action
requiring such determination. Under the Bylaws, the record date was 30 days
prior to the date on which the particular action was to be taken.
(3) The Restated Bylaws provide that the
annual meeting of the Board of Directors will be held without notice
immediately after, and at the same place, as the annual meeting of the
shareholders. The Bylaws previously provided
that the annual meeting be held in April of each year.
(4) Vacancies on the Board of Directors
will be filled by the shareholders, the Board of Directors, or the affirmative
vote of a majority of the remaining directors under the Restated Bylaws, as opposed
to being filled solely by the Board of Directors under the Bylaws.
(5) The Restated Bylaws contain a
specific provision stating that directors may be paid their expenses of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors, or a stated salary as
a director. The Bylaws contained no such
provision.
(6) Director conflict of interest
provisions are included in the Restated Bylaws, and generally define the forms
of transactions which are considered a conflict of interest and when such a
conflict of interest will invalidate an action.
There was no comparable provision in the Bylaws.
(7) The Restated Bylaws specifically
provide that the salaries of the officers shall be fixed from time to time by
the Board of Directors. The Bylaws
contained no such provision.
(8) Under the Restated Bylaws, the
members of the executive committee of the Board of Directors are entitled to
reasonable fees as compensation for attendance at meetings of the executive
committee. The Bylaws did not contain a
comparable provision expressly providing for such compensation.
(9) The Bylaws included a provision for
the reimbursement to the Company by directors and officers of any payment made
to them which was disallowed as a deductible expense by the Internal Revenue
Service. The Restated Bylaws contain no
comparable provision.
(10) The Bylaws could be altered,
amended, or repealed by a two-thirds affirmative vote of the directors or by
shareholders owning two-thirds of the shares entitled to vote, at any regular
or special meeting. The Restated Bylaws
may be altered, amended, or repealed and new bylaws adopted by the Board of
Directors at any regular or special meeting, subject to repeal of change by
action of the shareholders of the Company, with the voting percentages stated
in the Restated Bylaws.
(11) The Restated Bylaws include a
provision expressly providing that the Board may provide by resolution or
resolutions that some or all of any or all classes or series of stock of the
Company will be uncertificated shares.
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