Attached files
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| EX-3.5 - AMENDMENT TO BY-LAWS - Surge Global Energy, Inc. | srgg_8k-ex0305.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report: November 12, 2009
(Date of
earliest event reported: November 5, 2009)
SURGE
GLOBAL ENERGY, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-24269
|
34-1454529
|
|
(State
or other
jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(I.R.S.
Employer
Identification
No.)
|
990
Highland Drive Suite 206
Solana
Beach, California, 92075
(Address
of principal executive offices, zip code)
(858)
720-9900
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (See General Instruction A.2. below):
[_]
Written communication pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement
communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[_] Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.
13e-4(c))
On
November 5, 2009, the Board of Directors amended subsections (b) and (c) of
“Section 3.5 Meetings” of the Corporation’s By-Laws. Section
3.5(b) now reads as follows:
“Section
3.5(b) Regular meetings of the Corporation will be held monthly on the second
Thursday of each month. The Chairman or the President shall serve each Board
member, personally by mail or email, a written notice of the meeting,
accompanied by an agenda and time of the meeting, at least three business days
(72 hours) in advance of each meeting, addressed to each Board member at the
address or email address that appears in the records of the Corporation. Any
delay in holding a Regular meeting can only be made with the consent of a
majority of the directors. Failure by the Chairman or the President to call a
Regular meeting for more than 40 days from the date of the prior meeting shall
entitle any two directors, acting together, to call a Regular
meeting. Once a Regular meeting is called it cannot be delayed or
postponed without the approval of a majority of the Board.”
Section
3.5(c) is amended to read as follows:
“(c)
Special Meetings of the Corporation – Special meetings of the Board may be
called by the Chairman or the President at their discretion, or upon request to
the Chairman or the President by any three or more members of the Board. Upon
receipt of such a request from the Chairman, the President or any three
directors, any of the aforementioned shall serve by mail or email a written
notice of each Special meeting to the entire Board. Such notice shall include
the date, time, and agenda for such a meeting. If the urgency of a Special
Meeting warrants, the Chairman or President can notify each Board member by
telephone stating the time, purpose and call-in number for which such a meeting
is called. In all cases, a written confirmation by email shall be made to all
board members. Any Special meeting shall require 48 hours notice.”
Item
8.01 Other Events
On November 5, 2009, the Company
elected Charles Sage as Chairman of the Board to replace Barry Nussbaum. Mr.
Nussbaum continues to serve on the Company’s Board of Directors. Messrs. Sage
and Nussbaum have served as directors of the Company since 2008.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
|
3.5
|
Amendment
to Section 3.5 of the Corporation’s By-Laws. (Filed
herewith.)
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
SURGE
GLOBAL ENERGY, INC.,
a
Delaware corporation
|
||
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Date:
November 12, 2009
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By:
|
/s/
E. Jamie Schloss
E.
Jamie Schloss,
Chief
Executive Officer
|