ACTL » Topics » Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

This excerpt taken from the ACTL 8-K filed Mar 12, 2009.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As required by the Agreement summarized in Items 1.01 and 5.02 to this Current Report on Form 8-K, on March 6, 2009, Actel’s Board of Directors amended Actel’s Bylaws to expand the size of the Board of Directors to nine from March 23 until June 5, 2009, and thereafter to reduce the size of the Board of Directors to eight. Actel’s Board of Directors also more generally updated the Bylaws to, among other things, (i) explicitly provide that the Bylaws are the exclusive means for shareholders to submit director nominations or propose business before a meeting, other than proposals governed by Rule 14a-8 of the federal proxy rules (which provides its own procedural requirements); (ii) change the deadline to submit the notice required by shareholder who wish to propose business before a meeting or submit a nomination; and (iii) set forth the specific requirements as to the form of notice required to be submitted by shareholder for calling a special meeting or nominations or proposals of business, including requiring disclosure regarding the shareholders making such proposals or nominations to include, among other things, all ownership interests, hedges, economic incentives and rights to vote any shares of any common stock of the Company.
The foregoing summary of the amendments to Actel’s Bylaws is qualified in its entirety by the full text of the Amended and Restated Bylaws, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by this reference.





This excerpt taken from the ACTL 8-K filed Mar 3, 2009.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 26, 2009, the Company’s Board of Directors amended Section 2.14 of the Company’s Bylaws to further extend by one (1) week the deadline for shareholders to nominate candidates for election to the Company’s Board of Directors at the Company’s 2009 Annual Meeting of Shareholders. The deadline was further extended by the Board at the request of Ramius LLC. The revised deadline is March 6, 2009.





This excerpt taken from the ACTL 8-K filed Feb 20, 2009.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 19, 2009, the Company’s Board of Directors amended Section 2.14 of the Company’s Bylaws to further extend by one (1) week the deadline for shareholders to nominate candidates for election to the Company’s Board of Directors at the Company’s 2009 Annual Meeting of Shareholders. The deadline was further extended by the Board at the request of Ramius LLC. The revised deadline is February 27, 2009.





This excerpt taken from the ACTL 8-K filed Feb 17, 2009.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 13, 2009, the Company’s Board of Directors by unanimous written consent amended Section 2.14 of the Company’s Bylaws to further extend by one (1) weeks the deadline for shareholders to nominate candidates for election to the Company’s Board of Directors at the Company’s 2009 Annual Meeting of Shareholders. The deadline was further extended by the Board at the request of Ramius LLC. The revised deadline is February 20, 2009.





This excerpt taken from the ACTL 8-K filed Feb 3, 2009.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At a regular meeting held on January 30, 2009, the Company’s Board of Directors amended Section 2.14 of the Company’s Bylaws to extend by two (2) weeks the deadline for shareholders to nominate candidates for election to the Company’s Board of Directors at the Company’s 2009 Annual Meeting of Shareholders. The deadline was extended by the Board at the request of Ramius LLC. The revised deadline is February 13, 2009.





This excerpt taken from the ACTL 8-K filed Oct 24, 2006.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 20, 2006, Actel’s Board of Directors amended Section 3.12 of Actel’s Bylaws (Board Action by Written Consent Without a Meeting) to expressly permit Board consents by electronic transmission that satisfies the requirements of Sections 20 and 21 of the California Corporations Code. The amendment was effective immediately. The purpose of the amendment was to permit Directors to consent by email to Board actions taken by unanimous written consent without a meeting.
Section 3.12 of the Bylaws now reads as follows: "BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action required or permitted to be taken by the board of directors may be taken without a meeting, provided that all members of the board individually or collectively consent in writing to that action, including by electronic transmission that satisfies the requirements of Sections 20 and 21 of the California Corporations Code. Such action by written consent shall have the same force and effect as a unanimous vote of the board of directors. Such written consent and any counterparts thereof shall be filed with the minutes of the proceedings of the board."





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