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VRTX > SEC Filings for VRTX > Form 8-K on 11-Feb-2013All Recent SEC Filings

Show all filings for VERTEX PHARMACEUTICALS INC / MA | Request a Trial to NEW EDGAR Online Pro

Form 8-K for VERTEX PHARMACEUTICALS INC / MA


11-Feb-2013

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


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On February 5, 2013, we amended our Amended and Restated By-laws, or By-laws. In general, the amendments to our By-laws conform to updates in the Massachusetts corporations statute, as well as provide for the use of electronic communications for notices. A description of the provision adopted or changed by amendment and, if applicable, the previous provision, follows:
• A provision in Article I, Section 5, which required mailing or personal delivery of a written notice of each meeting of shareholders, was deleted to allow electronic delivery of notice to the extent permitted by applicable laws and regulations.

•         A provision in Article I, Section 10, which provided that any proxy
          dated more than six months before a meeting of shareholders was
          invalid, was deleted.


•         Article II, Section 8, which addressed the establishment of an
          Executive Committee of the Board of Directors, was deleted.


•         Article II, Sections 12 and 15 were amended to address the use of
          electronic mail in connection with communications with our directors.


•         Provisions in Article III, Section 1, which related to the
          qualification of officers, including a provision that permitted the
          Board of Directors to require officers to post a bond for the faithful
          performance of their duties, were deleted.


•         Article IV, Section 1 was amended to permit the issuance of
          uncertificated shares of stock.


•         Article V, Section 1 was amended to provide indemnification for our
          directors and officers to the fullest extent permitted by law and to
          require advancement of funds to pay for or reimburse the reasonable
          expenses incurred by our officers and directors. The previous provision
          reflected an indemnification scope conforming to prior law and
          permitted, but did not require, advancement of expenses.


•         Article VI, Section 3, which required general authorization by the
          Board of Directors of all indebtedness, was deleted.

A copy of our Amended and Restated By-laws is filed as Exhibit 3.1 to this Current Report on Form 8-K.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Description of Document

3.1 Amended and Restated Bylaws


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