TMCnet News
EAT AT JOES LTD FILES (8-K) Disclosing Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.03(a) Amendments to Articles of Incorporation or Bylaws. On August 25, 2014, the Company's Board of Directors met in a Special Meeting pursuant to Sections 3.10 and 3.16 of the Company's By-Laws. The purpose of the meeting was to entertain a proposal to amend the Company's By Laws pursuant to Section 9.7 that provides: "These By Laws may be altered, amended or repealed either by unanimous written consent of the Board of Directors, in the manner stated in Article 3.16 herein, or at any meeting of the Board of Directors at which a quorum is present, by the affirmative vote of a majority of the Directors present at such meeting, provided notice of the proposed alteration, amendment or repeal be contained in the notice of such hearing." The Board met and considered amending Section 2.11 of the Company's By Laws. Presently, Section 2.11 provides: 2.11 WAIVER BY UNANIMOUS WRITTEN CONSENT IN WRITING. Any action required by the General Corporation Law of Delaware Act to be taken at a meeting of the Shareholders, or any action that may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Shareholders entitled to vote with respect to the subject matter thereof, and then delivered to the Secretary of the Corporation for inclusion in the Minute Book of the Corporation. Such consent shall have the same force and effect as any vote of the Shareholders, and may be stated as such in any articles or documents filed with the Secretary of State. The Board considered and approved changes to Section 2.11 deleting that portion of Section 2.11 above requiring that all of the shareholders sign the written consent, and amending that portion to require that a majority of the shareholders eligible to vote be authorized to execute the written consent. The revised Section 2.11 as adopted by the unanimous written consent of the Directors now reads: 2.11 SHAREHOLDER ACTION BY MAJORITY WRITTEN CONSENT IN WRITING IN LIEU OF MEETING. Any action required by the General Corporation Law of Delaware Act to be taken at a meeting of the Shareholders, or any action that may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a majority of the Shareholders entitled to vote with respect to the subject matter thereof, and then delivered to the Secretary of the Corporation for inclusion in the Minute Book of the Corporation. Such consent shall have the same force and effect as any vote of the Shareholders, and may be stated as such in any articles or documents filed with the Secretary of State. |