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| MDRX > SEC Filings for MDRX > Form 8-K on 13-Feb-2013 | All Recent SEC Filings |
13-Feb-2013
Amendments to Articles of Inc. or Bylaws; Change in Fiscal
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(iv) remove certain provisions that were no longer applicable following the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.
(d) Exhibits
Exhibit
No. Description
3.1 By-Laws of Allscripts Healthcare Solutions, Inc.
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