Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On December 27, 2007, the Board
of Directors approved and adopted Amended and Restated Bylaws of the Company
(the “Amended and Restated Bylaws”). The Amended and Restated Bylaws replace in
their entirety the Company’s existing Bylaws (as amended, the “Original Bylaws”).
The Board adopted the Amended and Restated Bylaws to update the Original Bylaws
for changes in, and to conform with, Nevada law, to make certain administrative
changes, to eliminate certain ambiguities and to, among other things:
·
change the manner of the calling of special
stockholder meetings so that such meetings may be called by the chairman of the
board, the president or by resolutions of the Board of Directors;
·
clarify procedures relating to the organization,
notice, holding and adjournment of stockholder meetings and director meetings;
·
clarify procedures relating to the powers and
responsibilities of committees of the Board of Directors and administrative
provisions relating to committees of the Board of Directors;
·
provide that, if a quorum is present, action by
the stockholders entitled to vote on a matter, other than the election of
directors, is approved by the stockholders if the number of votes cast in favor
of the action exceeds the number of votes cast in opposition to the action,
unless the Company’s Articles of Incorporation, the Amended and Restated
Bylaws, the Nevada Revised Statutes, any rules or regulations applicable
to the Company or its securities or other applicable law provide for a
different proportion;
·
provide for procedures relating to the notice
and submission of stockholder proposals to be considered at stockholder
meetings;
·
provide for procedures relating to the notice
and submission by stockholders of nominees for election as directors to be
considered at stockholder meetings; and
·
provide for the Company
to be able to
issue uncertificated shares so that they can be eligible to participate in a
direct registration program.
The above discussion of the
Amended and Restated Bylaws of the Company is a summary description of certain
changes made to the Original Bylaws of the Company and is qualified in its
entirety by the actual provisions of the Amended and Restated Bylaws. For
complete descriptions of the changes summarized in this report, reference must
be made to the Amended and Restated Bylaws attached hereto as Exhibit 3.01
and incorporated by reference herein.