FORE PROT Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
Annual Shareholder Meeting
Previous Bylaws Amended and Restated BylawsArticle II, Section 2 - Annual Meeting Section 2.2 - Authorizes the Board to of shareholders held on 31st of
determine the time and place of annual
December in each year at 9 a.m. meetings of stockholders.
Special Meeting of Shareholders
Previous Bylaws Amended and Restated Bylaws
Article II, Section 3 - Special Section 2.3 - Special Meeting of
Meetings of shareholders can be called shareholders can be called by (i) the
by 10% or more of all votes entitled to Board, (ii) the Chairman of the Board,
be cast on any issue proposed at the (iii) the CEO, or (iv) holders of more
meeting. than 20% of the voting power of the
outstanding shares entitled to vote.
Quorum Requirement of Shareholder Meetings
Previous Bylaws Amended and Restated BylawsArticle II, Section 7 - Quorum for a Section 2.6 - Quorum is one third (1/3) meeting of shareholders requires a of the voting power of the issued and majority of the shares entitled to outstanding capital stock of the vote, represented in person or by corporation, present in person or proxy.
represented by proxy.
Proxies for Shareholder Voting
Previous Bylaws Amended and Restated BylawsArticle II, Section 9 - An appointment Section 2.12 - Proxy appointment cannot for proxy was valid for up to eleven be voted or acted upon after three (3) (11) months, unless longer specified in years from its date, unless provided appointment form.
for such longer period as applicable.
Record Date For Stockholder Voting
Previous Bylaws Amended and Restated BylawsArticle II, Section 10 - A record date Section 2.11 - The Record Date shall may not be specified to be more than not be more than sixty (6) nor less seventy (70) days before the meeting or than ten (10) days before the date of action.
such meeting, no more than sixty (60)
days prior to any other such action.
Advance Notice of Stockholder Business; Advance Notice of Director Nominations;
Disclosure by Stockholders of Hedged Positions
Previous Bylaws Amended and Restated Bylaws
Advance Notice of Stockholder Business Section 2.14 - To properly bring
- No Applicable Provision. business before an annual meeting,
business must be specified, comply with
certain notice requirements, and be
timely (notice received not later than
close of business on the 90th day, nor
earlier than close of business on the
120th day, prior to the anniversary
date of the preceding annual meeting.
Notwithstanding, if no prior meeting
held, or annual meeting is not within
30 days of prior year annual meeting,
to be timely, must be received not
later than close of business on the
10th day following the day on which
such notice was mailed or disclosure
made publicly.
Advance Notice of Director Nominations Section 2.15 - Required to comply with - No Applicable Provision.
provisions of Section 2.14 with respect
to notice of director nominations.
Disclosure by Stockholders of Hedged Section 2.16 - Requires disclosure of Positions - No Applicable Provision. shareholders of hedged positions with
respect to Company's securities for any
notice submitted pursuant to Section
2.14 and 2.15 above.
Director Special Meetings
Previous Bylaws Amended and Restated BylawsArticle III, Section 8 - A Special Section 3.7 - Special Meetings of the Meetings of the Board could be called Board may be called by the Chairman, by the Chairman or the President of the CEO, President, Secretary, or any two Company with 14 day's notice.
directors upon twenty four (24) hour's
notice.
Corporate Governance Compliance
Previous Bylaws Amended and Restated Bylaws
No Applicable Provision. Section 3.14 - Requirement that Board
complies with appropriate rules for any
exchange the Company may be traded on
(Nasdaq, NYSE, etc.).
Committees of the Board
Previous Bylaws Amended and Restated Bylaws
No Applicable Provision. Article IV - Provides Board with power
to create Committees of the Board and
establishes Committee powers and
duties.
Corporate Records and Books
Previous Bylaws Amended and Restated Bylaws
Article VI, Section 2 - Required, No Applicable Provision.
unless modified by resolution of
shareholders within 120 days of close
of each year, the Company will provide
annual financial statements with
certain officer certifications.
Article VI, Section 3 - If Company No Applicable Provision.
indemnities or advances expenses to any
director, officer, employee, or agent,
Company will report indemnification in
writing to shareholders before notice
of next shareholder meeting.
Indemnification
Previous Bylaws Amended and Restated Bylaws
Article VII, Section 1 - Company has Section 9.1 - The Company shall
the power to indemnify any director, indemnify, to the fullest extent
officer, employee or agent as provided permitted by the Florida Business
for in Florida Business Corporation Corporation Act, any director or
Act. officer of the Corporation in such
capacity serving, or serving as an
employee, director, officer, agent or
otherwise of another enterprise at the
request of the Company. Such
indemnification is subject to
reasonably acting in good faith, and in
best interests of Company, on
reasonable belief. Indemnification is
further to certain authorization and
notice requirements.Article VII, Section 2 - Company may Section 9.12 - Company may from time to make any other or further
time, provide rights to indemnification
indemnification of any director, and advancement of expenses to officer, employee or agent.
employees and agents of Company.
FORUM FOR ADJUDICATION OF DISPUTES
Previous Bylaws Amended and Restated Bylaws
No Applicable Provision. Article X - Exclusive form the
adjudication of certain matters set
forth in the Bylaws is Florida .
INCONSISTENCIES WITH ARTICLES OF INCORPORATION
Previous Bylaws Amended and Restated Bylaws
No Applicable Provision. Section 11.1 - Any inconsistency
between the Bylaws and the Articles of
Incorporation, the Articles of
Incorporation will govern.
The foregoing summary of is qualified in its entirety by the Bylaws, a copy of which is filed as Exhibit 3.01(ii) to this Form 8-K and is incorporated in this Item 5.03 by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 3.01(ii) Amended and Restated Bylaws ofForce Protection Video Equipment Corp.
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