Blackbaud 8-K 2008
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 18, 2008
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
Registrants telephone number, including area code (843) 216-6200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Effective December 18, 2008, the Board of Directors of Blackbaud, Inc. approved several amendments to Blackbauds bylaws. Section 2.3 of Blackbauds amended and restated bylaws (the Amended Bylaws) allows a majority of stockholders to call a special meeting upon written request to Blackbauds secretary. Section 2.9 of the Amended Bylaws provides that stockholders may take corporate action at stockholder meetings only and not by written consent. Section 2.13 of the Amended Bylaws includes revised procedures for stockholder proposals and requires, among other things, that the stockholders notice specify, the name, age, business address, residence and ownership of Blackbaud stock of any director nominee and, as to the stockholder or any stockholder associated person, their holdings of Blackbaud stock and whether they have entered into transactions to manage risk with respect to such stock. Section 3.4 of the Amended Bylaws permits the Board to fill Board vacancies when they occur between stockholder meetings and arise due to any reason except resignation. The foregoing description of the Amended Bylaws is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is attached as Exhibit 3.3 hereto and incorporated herein by reference.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.