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| VRTX > SEC Filings for VRTX > Form 8-K on 11-Feb-2013 | All Recent SEC Filings |
11-Feb-2013
Amendments to Articles of Inc. 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.
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A copy of our Amended and Restated By-laws is filed as Exhibit 3.1 to this Current Report on Form 8-K.
(d) Exhibits
Exhibit Description of Document
3.1 Amended and Restated Bylaws
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