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EX-3.1 - Orsus Xelent Technologies Inc | v206476_ex3-1.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 (Date of earliest event reported) December 23, 2010
ORSUS
XELENT TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
001-33456
|
20-1198142
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
29th
Floor, Tower B, Chaowai MEN Office Building
26
Chaowai Street, Chaoyang Disc.
Beijing,
People's Republic Of
China
100020
(Address
of principal executive offices)
86-10-85653777
(Registrant's
telephone number, including area code)
(Former
name or former address if changed since last report)
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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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On
December 23, 2010, the Board of Directors of Orsus Xelent Technologies, Inc.
(the “Company”) amended the Company’s Amended and Restated Bylaws (the
“Bylaws”), effective immediately, by removing Section 2.7 in its entirety and
replacing it with the following:
Section 2.7 Voting
When a
quorum is present at any meeting of the Corporation’s stockholders, the vote of
the holders of a majority of the shares entitled to vote on, and voted for or
against, any matter will decide any questions brought before such meeting,
unless the question is one upon which, by express provision of law, the
Certificate of Incorporation or these Bylaws, a different vote is required, in
which case such express provision will govern and control the decision of such
question but if such other express provision does not specify that the
affirmative vote of a given percent of outstanding shares are required, the
matter shall be approved or adopted if the required percent of the shares
entitled to vote, present in person or represented by proxy and voting for or
against such a matter has voted for. Abstentions and broker non-votes are
not counted (even though such shares are considered present and entitled to vote
for purposes of determining a quorum pursuant to Section 2.6). The term
“abstentions” shall refer to shares which are not voted for or against a
particular question by a holder or holders present in person or by proxy at a
meeting and entitled to vote such shares on such question. The term
“broker non-vote” shall refer to shares held by brokers or nominees as to which
instructions have not been received from the beneficial owners or persons
entitled to vote and that the broker or nominee does not have discretionary
power to vote on that particular question on which the vote is being counted.
The stockholders present in person or by proxy at a duly organized meeting
may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.
The
purpose of the amendment is to make clear that any change to the Company’s
Certificate of Incorporation shall be approved by a majority vote of the
shareholders and not a supermajority. A copy of
the new Section 2.7 of Amended and Restated
Bylaws is attached hereto as Exhibit 3.1.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
3.1 Section
2.7 of the Bylaws of Orsus Xelent Technologies, Inc.
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.
Dated: December
23, 2010
ORSUS XELENT TECHNOLOGIES, INC. | |||
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By:
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/s/ Hua Chen | |
Name: Hua Chen | |||
Title: Chief Financial Officer |
EXHIBIT
INDEX
Exhibit Number
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Description
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3.1
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Section
2.7 of Article II of the Amended and Restated Bylaws of Orsus Xelent
Technologies, Inc., as amended on December 23,
2010.
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