Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
? special meetings of stockholders may be called by the Chairperson of the Board, the President or the Board; ? the Company may engage independent inspectors of elections to perform a ministerial review of the validity of any written consent delivered to the Company, and that any action by written consent will take effect as of the date and time of the certification of the validity of such written consent by such independent inspectors of elections; ? directors shall be elected at the annual meeting of stockholders and shall hold office until the next annual meeting of stockholders and until their respective successors are duly elected and qualified, subject to the earlier death, resignation, disqualification or removal of a director; ? special meetings of the Board may be called by the Chairperson of the Board, the President or the Secretary on the written request of any two directors; ? the Chairperson of the Board and a Lead Independent Director, if the Chairperson of the Board is not independent, may be elected from the members of the Board and shall not be officers of the Company; ? certificates representing shares of capital stock of the Company shall be signed by any two officers of the Company; ? notices to directors and stockholders may be given in any manner permitted byDelaware law; and ? unless the Company consents in writing to the selection of an alternative forum, theCourt of Chancery of the State of Delaware (or, in the event theCourt of Chancery of the State of Delaware lacks jurisdiction to hear an action, any state court located within theState of Delaware or, in the event all such state courts lack jurisdiction to hear an action, the federal district court for the District ofDelaware ) shall be the sole and exclusive forum for certain specified claims.
The Bylaws also include other technical, conforming or clarifying changes in certain other provisions.
The above description is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 3.1 Amended and Restated Bylaws ofFrequency Electronics, Inc. , effective as ofJune 24, 2020 .
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