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MDRX > SEC Filings for MDRX > Form 8-K on 13-Feb-2013All Recent SEC Filings

Show all filings for ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.


13-Feb-2013

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


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

The Board of Directors of Allscripts Healthcare Solutions, Inc. (the "Company") voted on February 8, 2013 to amend the Company's By-Laws and revise its Corporate Governance Guidelines. The amendments to the Company's By-Laws revise the voting standard for the election of directors to provide that (i) in an uncontested election, each director will be elected by the vote of a majority of the votes cast with respect to his or her election, and (ii) in an election where the number of nominees exceeds the number of directors to be elected, each director will be elected by a plurality of the votes cast. In addition, as a result of the amendments to the Company's Corporate Governance Guidelines, any nominee for director who fails to receive a majority of the votes cast with respect to his or her nomination in an uncontested election must tender his or her resignation as director. Any such resignation will be considered by the Board of Director's Nominating and Governance Committee in accordance with the requirements of the Company's Corporate Governance Guidelines. The amendments to the Company's By-Laws also (i) provide that a majority of the directors then in office will constitute a quorum at meetings of the Board of Directors, rather than a majority of the entire Board of Directors, (ii) provide that a majority of the directors then in office will be entitled to call special meetings of the Board of Directors, rather than a majority of the entire Board of Directors,
(iii) provide that the By-Laws may be amended by a majority of the directors present and voting, rather than a majority of the entire Board of Directors and
(iv) remove certain provisions that were no longer applicable following the management changes previously disclosed on December 19, 2012.

A copy of the amended and restated By-Laws is attached as Exhibit 3.1 hereto and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
No. Description

3.1 By-Laws of Allscripts Healthcare Solutions, Inc.


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