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IVC > SEC Filings for IVC > Form 8-K on 14-Feb-2014All Recent SEC Filings

Show all filings for INVACARE CORP



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

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

On February 13, 2014, the Board of Directors of Invacare Corporation (the "Company") adopted an amendment (the "Amendment") to the Second Amended and Restated Code of Regulations of the Company (the "Code of Regulations"). The sole purpose of the Amendment was to eliminate the provision of the Code of Regulations that had specified that persons receiving compensation for their services as a Director from anyone other than the Company will not qualify for service as a Director of the Company. Accordingly, pursuant to the Amendment, the following language was deleted from Article III, Section 2(c) of the Code of Regulations:
"No person shall qualify for service as a Director of the Corporation if he or she is a party to any compensatory, payment or other financial agreement, arrangement or understanding with any person or entity other than the Corporation, or has received any such compensation or other payment from any person or entity other than the Corporation, in each case in connection with candidacy or service as a Director of the Corporation; provided that agreements providing only for indemnification and/or reimbursement of out-of-pocket expenses in connection with candidacy as a Director (but not, for the avoidance of doubt, in connection with service as a Director) and any pre-existing employment agreement a candidate has with his or her employer (not entered into in contemplation of the employer's investment in the Corporation or such employee's candidacy as a Director), shall not be disqualifying under these Regulations."
The Amendment was effective upon its adoption by the Board of Directors. A copy of the full text of the Code of Regulations, as amended by the Amendment, is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
Exhibit Number        Description of Exhibit

                      Second Amended and Restated Code of Regulations of the
3.1                   Company, as amended on February 13, 2014.

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