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WLFC > SEC Filings for WLFC > Form 8-K on 9-Aug-2013All Recent SEC Filings

Show all filings for WILLIS LEASE FINANCE CORP



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

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

At a special meeting of the board of directors of the Company (the "Board") held on August 5, 2013, the Board voted to amend the Bylaws of the Company (the "Bylaws") as follows:

Article III:

Section 3.02 (Number and Term of Office): To decrease the number of authorized directors from six (6) to five (5).

Article IV:

Section 4.09 (Chief Executive Officer): To insert a new Section 4.09 describing the duties of the Chief Executive Officer of the Company having general charge of the business and affairs of the Company and oversight of management of the Company and presiding over meetings of shareholders of the Company, and further clarifying how those duties may and shall be exercised where the offices of the Chairman of the Board and the Chief Executive Officer are separate.

Section 4.09 (President): To renumber the existing Section 4.09 as
Section 4.10 and to remove the reference to the President being the Chief Executive Officer of the Company with responsibility for presiding over meetings of shareholders of the Company.

Sections 4.10-4.13: To renumber each of the existing Sections 4.10 - 4.13 as Sections 4.11 - 4.14, respectively.

Article VIII:

Section 8.07 (Forum for Adjudication of Disputes): To insert a new
Section 8.07 designating the Court of Chancery of the State of Delaware as the sole and exclusive forum for disputes for (i) derivative actions brought on behalf of the Company, (ii) claims for any breach of a fiduciary duty owed by any director, officer or other employee of the Company, (iii) claims arising pursuant to any provision of the Delaware General Corporation Law, or
(iv) claims governed by the internal affairs doctrine.

Sections 8.07 and 8.08: To renumber the existing Sections 8.07 and 8.08 as 8.08 and 8.09, respectively.

Item 9.01 Financial Statements & Exhibits

The Company hereby files the following exhibit pursuant to Item 5.03, "Amendments to Articles of Incorporation or Bylaws; change in Fiscal Year".

No. Description

3.1 Amendment to Bylaws dated August 5, 2013

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