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IVC > SEC Filings for IVC > Form 8-K on 14-Aug-2013All Recent SEC Filings

Show all filings for INVACARE CORP



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

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
On August 13, 2013, the Board of Directors of Invacare Corporation (the
"Company") adopted the Second Amended and Restated Code of Regulations of the
Company (the "Amended Code"). The Amended Code amends several provisions of the
existing Code of Regulations. These include provisions:
            Granting additional flexibility to the Chairman of a shareholders'
             meeting to establish procedures that he or she deems appropriate for
             the orderly conduct of that meeting, including the ability to
             adjourn the meeting to a later date;

            Updating existing provisions of the Company's Code of Regulations to
             reflect changes in the law permitting the use of electronic
             communications in a variety of circumstances and adding provisions
             accommodating the issuance of non-certificated shares;

            Updating and clarifying the information requirements with respect to
             nominations and business proposals submitted by shareholders for
             consideration at shareholders' meetings;

            Specifying that persons who are to receive compensation for their
             service as a Director from anyone other than the Company will not
             qualify for service as a Director of the Company, subject to certain

            Authorizing the formation of Board committees consisting of one or
             more directors and clarifying that committees may create
             subcommittees; and

            Eliminating the requirement that the Company hold its annual
             shareholders' meeting within the first six months of the fiscal

The Amended Code also includes non-substantive changes and other technical changes intended to update or clarify certain provisions included therein. The amendments made in the Amended Code were effective upon their adoption by the Board.
The foregoing description is only a summary of certain changes made to the Company's Code of Regulations and is qualified in its entirety by reference to the Amended Code, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

Exhibit Number Description of Exhibit

3.1 Second Amended and Restated Code of Regulations of the Company.

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