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This excerpt taken from the ALL 8-K filed Sep 19, 2008. Item 5.03(a). Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 15, 2008, the Registrant’s Board of Directors adopted a resolution, effective immediately, to amend Article III of the Registrant’s bylaws and to restate the bylaws. Article III was amended to allow for the formation of new Board committees consisting of one or more directors of the Registrant.
A copy of the amended and restated bylaws is attached hereto as Exhibit 3(ii).
This excerpt taken from the ALL 8-K filed Jul 25, 2008. Item 5.03(a). Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 22, 2008, the Registrant’s Board of Directors adopted a resolution, effective immediately, to amend Articles II, III and IV of the Registrant’s bylaws and to restate the bylaws. The primary purpose of the amendments is to enhance the advance notice requirements in order to help ensure orderly business at stockholder meetings.
Article II was amended to: 1) clarify that only business that is described in the notice of meeting will be considered at any special stockholders meeting and nominations for election to the Board must meet the requirements of Article II Section 16; 2) clarify and enhance notice and disclosure requirements for a stockholder or associated party who wants to bring business before an annual meeting of stockholders; 3) enhance notice and disclosure requirements relating to any stockholder-proposed director nominations; and 4) clarify the Chairman’s right to declare stockholder-proposed business or nominations defective.
Article III was amended to: 1) formalize notice of resignation requirements and clarify timing of effectiveness to strengthen disclosure controls compliance; 2) clarify that an Executive Committee is not required; and 3) clarify the circumstances in which an election will be considered “contested.”
Article IV was amended to conform with provisions of current director indemnification agreements.
A copy of the amended and restated bylaws is attached hereto as Exhibit 3(ii).
Section 9 – Financial Statements and Exhibits
This excerpt taken from the ALL 8-K filed Nov 13, 2006. Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On November 7, 2006, the Registrant’s Board of Directors adopted a resolution, effective immediately, to amend the Registrant’s bylaws and to restate the bylaws. The bylaws were amended to reflect the separation of the offices of the Chairman of the Board and Chief Executive Officer and to define the respective roles. A copy of the amended and restated bylaws is filed as Exhibit 3(ii) to this report. Section 9 — Financial Statements and Exhibits | EXCERPTS ON THIS PAGE:
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