Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On March 5, 2009, the Board of Directors (the "Board") of White Electronic Designs Corporation (the "Company") approved and adopted amendments to the Company's Amended and Restated Bylaws (the "New Amended and Restated Bylaws") that (i) allow shareholders owning at least 30% of the Company's outstanding shares of common stock to call a special meeting of shareholders, (ii) limit the number of directors constituting the entire Board to no more than seven
(7) directors; provided, however, that the Board may expand the number of members on the Board to eight (8) solely in the event that the Board determines that a Chief Executive Officer should be appointed to the Board and, at such time, there are seven (7) members then serving on the Board, (iii) fix the beginning of the fiscal year of the Company on October 1st of each calendar year, and (iv) make certain other changes as reflected in the New Amended and Restated Bylaws related to annual meeting logistics and the description of the Company's officers. The New Amended and Restated Bylaws were effective on March 5, 2009. The amendments set forth in (i) and (ii) above were agreed to in connection with the Settlement Agreement, dated February 4, 2009, by and between the Company and Wynnefield Partners Small Cap Value, L.P., and its affiliates, Caiman Partners, L.P., and its affiliates, and Kahn Capital Management LLC. The description of the changes and the new provisions of the New Amended and Restated Bylaws contained in this Form 8-K is qualified in its entirety by reference to the full text of the prior Amended and Restated Bylaws, a copy of which was filed with the SEC on December 5, 2007 as Exhibit 3.1 to the Company's Form 8-K and is incorporated herein by reference, and the New Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No. Description 3.1 Amended and Restated By-Laws of White Electronic Designs Corporation (as amended and restated on March 5, 2009)

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