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CNDO > SEC Filings for CNDO > Form 8-K on 31-Oct-2013All Recent SEC Filings




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

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

Effective October 25, 2013, the Board of Directors of Coronado Biosciences, Inc. (the "Company") approved several amendments to the Company's Amended and Restated Bylaws (the "Bylaws"). Article II, Section 4 of the Company's Second Amended and Restated Bylaws (the "Amended Bylaws") provides that if a quorum is not present or represented at a stockholders meeting, then only the Chairman, and not the stockholders present in person or represented by proxy as provided in the Bylaws, may adjourn the meeting. Article II, Section 6 of the Amended Bylaws provides that stockholders may take corporate action only at stockholder meetings and not by written consent as permitted by the Bylaws. Article II,
Section 7 of the Amended Bylaws addresses various matters regarding stockholder proposals (including director nominations) to be brought at annual and special meetings, such as requirements about the nature of proposals, and the procedures and specifications of stockholder notice of proposals and, in certain cases, of solicitations regarding proposals. Article III, Section 2 of the Amended Bylaws provides that the Company's Board of Directors will consist of between one and nine members. Article III, Section 3 provides that vacancies on the Board may be filled only by a majority of the remaining directors, even if less than a quorum, and that stockholders may not fill vacancies on the Board other than at a duly called stockholders meeting. The foregoing description of the Amended Bylaws is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is attached as Exhibit 3.7 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

No. Description

3.7 Second Amended and Restated Bylaws of Coronado Biosciences, Inc.

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