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| TSS > SEC Filings for TSS > Form 8-K on 30-Apr-2009 | All Recent SEC Filings |
30-Apr-2009
Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year
At the annual meeting of shareholders held on April 29, 2009, the shareholders
of Total System Services, Inc. ("TSYS") approved an amendment to Article VIII,
Section 1, of TSYS' Articles of Incorporation to declassify the Board of
Directors by phasing out the present three-year staggered terms of directors. The
Board of Directors has also adopted a corresponding change to Article III,
Section 2, of TSYS' bylaws. Beginning with the 2010 annual meeting, directors
whose previous terms are expiring will be subject to election for a one-year term
expiring at the next annual meeting. Beginning with the 2012 annual meeting, the
entire Board will be elected annually.
The amendment to the Articles of Incorporation was effective upon the filing of Articles of Amendment with the Secretary of State of Georgia on April 30, 2009. The amendment to the bylaws was also effective on April 30, 2009. The full text of TSYS' Articles of Incorporation, as amended, is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The full text of TSYS' bylaws, as amended, is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
No.
3.1 Articles of Incorporation, as amended
3.2 Bylaws, as amended
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Signature Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 30, 2009 By: /s/ Kathleen Moates Kathleen Moates Senior Deputy General Counsel
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