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QADA > SEC Filings for QADA > Form 8-K on 13-Dec-2013All Recent SEC Filings

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Form 8-K for QAD INC


Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and

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

On December 10, 2013, the Board of Directors of QAD Inc. (the "Company") amended the Company's Bylaws to:

Update the Bylaws to provide for use of remote communication for attendance at meetings, as permitted by Delaware law (Article II, Section 2.3) and allow for the possibility of electronic notice of meetings (Article II, Section 2.3);

Revise the timing of the notice requirement for a stockholder making nominations of persons for election to the Board of Directors or other business to be properly brought before an annual meeting of the stockholders (Article II, Section 2.7);

Enhance the informational requirements for stockholders who may make stockholder proposals relating to their interest in such proposal (Article II,
Section 2.7).; and

Add a forum selection provision as new Article XI, Section 11.1, which generally provides that, unless the Company consents in writing to the selection of an alternate forum, a state or federal court located within the State of Delaware shall be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of the Company to the Company or the Company's stockholders;
(iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, the Company's certificate of incorporation or the Company's bylaws; or (iv) any action asserting a claim governed by the internal affairs doctrine.

The amendment to the Bylaws also made certain clarifications and corrections of typographical errors.

A copy of the Bylaws, as amended and restated by the Board on December 10, 2013, is filed as Exhibit 3.1 to this Form 8-K, and the foregoing description is qualified by reference to such Bylaws, which are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits.

Exhibit No. Description
3.1 Amended and Restated Bylaws of the Registrant

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