UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment No. 2 to Bylaws
Effective November 4, 2021, the Board of Directors approved amendments (“Amendment No. 2”) to provisions of the By-Law No.1 of the Corporation, effective November 5, 2017, as previously amended by Amendment No. 1 on September 2, 2021 (as previously amended, the “Bylaws”). The amendment was made to clarify the voting standards for the Company’s election of directors and at its annual meetings. Amendment No. 2 to the Bylaws amended the following:
Section 3.4.1 of the Bylaws was amended to add a statement that the election of directors requires a plurality of the votes cast at the meeting of the shareholders. | |
Section 10.15 of the Bylaws was amended to clarify that questions before the shareholders other than the election of directors will be determined by a majority of the votes cast on such matter by holders of voting stock present in person or by proxy at the meeting and entitled to vote on such matter. Additionally, Section 10.15 of the Bylaws was amended to add a provision clarifying the voting standard for matters requiring the separate vote of a certain class of voting stock to state that where a separate vote by a class or classes, present in person or represented by proxy, shall constitute a quorum entitled to vote on that matter, the affirmative vote of the majority of the votes cast by holders of shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class. Finally, Section 10.15 of the Bylaws was amended by adding a provision that clarifies that abstentions and broker non-votes on a matter, while present at a meeting for quorum purposes, are not counted as votes “cast” on such matters. |
The description contained herein of the Amendment No. 2 is qualified in its entirety by reference to Amendment No. 2 to the Bylaws, a copy of which is attached to this report as Exhibit 3.1 hereto and incorporated herein by reference.
Item 9.01 Exhibits
Exhibit No.Name
3.1Amendment No. 2 to the Bylaws
104Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101).
SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ASSURE HOLDINGS CORP. | |
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Date: November 9, 2021 | By: | /s/ John Price |
| Name: | John Price |
| Title: | Chief Financial Officer |