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| SCHN > SEC Filings for SCHN > Form 8-K on 30-Oct-2009 | All Recent SEC Filings |
30-Oct-2009
Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year
As a result of a change in Oregon corporate law described below, on October 28, 2009, the Board of Directors of the Company approved an amendment to Section 1.2 of the Company's Restated Bylaws, effective as of January 1, 2010, which provides that a special shareholders meeting shall be called upon the written demand of the holders of not less than 100% of all the votes entitled to be cast on any issue proposed to be considered at the meeting. Article VI.B of the Articles of Incorporation of the Company states that the percentage of shareholder votes required to demand a special meeting is 25% or, if higher, the highest percentage permitted by Oregon law. The 2009 Oregon Legislature amended Oregon law, effective as of January 1, 2010, to eliminate for publicly traded corporations any minimum percentage of shareholder votes that must be allowed to demand a special meeting, effectively establishing 100% as the highest percentage permitted by Oregon law. Accordingly, the amendment to Section 1.2 of the Bylaws simply clarifies the impact of the new Oregon law on the existing provisions of Article VI.B of the Articles of Incorporation. A copy of the Restated Bylaws, as amended, is attached hereto as Exhibit 3.1.
Item9.01. Financial Statements and Exhibits
(d) Exhibits.
3.1 Restated Bylaws of the Company.
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