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SNV > SEC Filings for SNV > Form 8-K on 17-Dec-2008All Recent SEC Filings

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Form 8-K for SYNOVUS FINANCIAL CORP


17-Dec-2008

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial


Item 5.03 Amendments to Articles of Incorporation or Bylaws, Changes in Fiscal
Year.
Amendment to Articles of Incorporation
On December 17, 2008, the shareholders of Synovus Financial Corp. (the "Company") approved an amendment (the "Articles Amendment") to Article 4 of the Company's articles of incorporation to authorize the issuance by the Company of up to 100,000,000 shares of preferred stock. The preferred stock may be issued by the Company's board of directors in one or more series, from time to time, with each such series to consist of such number of shares and to have such voting powers, designations, preferences, rights, qualifications, limitations and restrictions as determined by the board of directors.
The Articles Amendment was approved by the board of directors on October 23, 2008, subject to shareholder approval, and was effective upon approval by the Company's shareholders and the filing of the Articles Amendment with the Secretary of State of Georgia on December 17, 2008. The full text of the Articles Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by this reference. The above summary is qualified in its entirety by reference to the full text of the Articles Amendment filed as Exhibit 3.1.
Amendment to Bylaws
On December 17, 2008, the shareholders of the Company also approved an amendment to Section 1 of Article III of the Company's bylaws (the "Bylaws Amendment") to authorize the board of directors to fix the size of the board of directors. The Bylaws Amendment does not remove the existing right of the shareholders to fix the size of the board of directors upon a vote of 66 2/3% of the shareholders. The Bylaws Amendment also reduced the maximum size of the board of directors from 60 to 25 directors.
The Bylaws Amendment was approved by the board of directors on October 23, 2008, subject to shareholder approval, and was effective upon approval by the Company's shareholders on December 17, 2008. The full text of the Bylaws, as amended, is attached as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by this reference. The above summary is qualified in its entirety by reference to the full text of the Bylaws, as amended, filed as Exhibit 3.2.




Item 9.01 Financial Statements and Exhibits
(d) Exhibits

Exhibit No.    Description

3.1            Synovus Financial Corp. Articles of Amendment to Articles of Incorporation,
               effective as of December 17, 2008

3.2            Synovus Financial Corp. Bylaws, as amended on December 17, 2008


Signature Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Synovus has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SYNOVUS FINANCIAL CORP.
("Synovus")

Dated: December 17, 2008 By: /s/ Samuel F. Hatcher

Samuel F. Hatcher Executive Vice President, General Counsel and Secretary

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