Item 5.03 Amendments to Articles of Incorporation of Bylaws

(a) On September 21, 2012, the Board of Directors of Asure Software, Inc. (the "Company") adopted changes to the Company's Bylaws, a copy of which are incorporated into the Amended and Restated Bylaws attached as Exhibit 10.1. The principal amendments to the Bylaws are the following:

- Reducing the required percentage of outstanding shares necessary to call a special meeting from 25% to 10% and generally allowing for only one (instead of an unlimited number of) special meeting - in addition to the annual meeting
- to be called annually.

- Giving the Chief Executive Officer the ability to call a special meeting, in place of the President.

- Establishing a maximum term limit of 5 years for a Board member to serve as Chairman of any of the Company's Board Committees before rotation must occur.

- Establishing a maximum term limit of 5 years for a Director to serve as Chairman of the Board before rotation must occur.

- Establishing minimum Company stock ownership guidelines for the Company's Directors in order to stand for reelection to the Board.

- Establishing minimum Company stock ownership guidelines for the Company's Chief Executive Officer in order to qualify to receive any annual bonus due from the Company.

Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

(a) On September 21, 2012, the Board of Directors adopted changes to the Company's Code of Business Ethics and Conduct to include updated contact information for employees to report general complaints and illegal or unethical behavior observed at the Company. The amended Code of Business Ethics and Conduct is attached as Exhibit 10.2.

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