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EX-3.1 - EXHIBIT 3.1 - MORGAN STANLEY | dp16034_ex0301.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
To Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): December 25,
2009
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Morgan
Stanley
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(Exact
Name of Registrant
as
Specified in Charter)
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Delaware
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1-11758
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36-3145972
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1585
Broadway, New York, New York
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10036
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (212)
761-4000
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.03. Amendments to Articles of Incorporation or Bylaws; Changes in
Fiscal Year.
On
December 25, 2009, the Board of Directors (the “Board”) of the Company approved
amendments (the “Amendments”) to the Company’s Amended and Restated Bylaws (the
“Bylaws”), effective January 1, 2010.
Section
3.09(a) of the Bylaws was amended to provide that the Company will have a
standing risk committee.
Article 4
of the Bylaws was amended to provide for separate positions of Chairman of the
Board and Chief Executive Officer. The Amendments also include
certain conforming amendments to several other provisions of the
Bylaws. In addition, Article 4 of the Bylaws was amended to provide
that the officers of the Corporation shall include a Chief Administrative
Officer and Chief Operating Officer and may include one or more Vice
Chairmen.
Section
5.01(a) of the Bylaws was amended to provide that every holder of stock
represented by certificates shall be entitled to have a certificate signed by,
or in the name of the Company by the Chairman of the Board, the President, any
Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary of the Company representing the number of shares registered
in certificate form.
Section
6.04 of the Bylaws was amended to clarify that attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.
Section
6.07(e) of the Bylaws was amended to clarify that the Company’s obligation, if
any, to indemnify or to advance expenses to any person who was or is serving at
its request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise shall be reduced by any
amount such person shall collect as indemnification or advancement of expenses
from such other corporation, partnership, joint venture, trust or other
enterprise.
The
foregoing description of the Amendments does not purport to be complete and is
qualified in its entirety by reference to the Bylaws, as amended, a copy of
which is attached hereto as Exhibit 3.1 and incorporated by reference in its
entirety.
Item
9.01.
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Financial
Statements and Exhibits
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(d)
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Exhibits
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Exhibit
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Number
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Description
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3.1
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Amended
and Restated Bylaws, as amended to
date.
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SIGNATURE
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.
MORGAN
STANLEY
(Registrant)
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Date:
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December
28, 2009
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By:
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/s/
Martin M. Cohen
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Name:
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Martin
M. Cohen
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Title:
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Assistant
Secretary and Counsel
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