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EX-3.1 - EXHIBIT 3.1 - GUIDED THERAPEUTICS INCex3one.htm

 

 

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) March 23, 2012; (March 21, 2012)

 

GUIDED THERAPEUTICS, INC.

 (Exact Name of Registrant as Specified in Its Charter)

 

     
Delaware 0-22179 58-2029543
(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification No.)
Incorporation)    

 

 

   

5835 Peachtree Corners East, Suite D

Norcross, Georgia

(Address of Principal Executive Offices)

30092

(Zip Code)

 

Registrant's Telephone Number, Including Area Code:     (770) 242-8723

 

 

 

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:

  

 

  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. Amendments to Article of Incorporation or Bylaws; Change in Fiscal Year.

 

On March 21, 2012, the board of directors of Guided Therapeutics, Inc. (the “Company”) adopted four amendments to the Company’s bylaws.

First, the board amended section 2.3 of the bylaws, to provide that special meetings of the Company’s stockholders may only be called by the chairman of the board, the president, or a majority of the board of directors. Stockholders no longer have the ability to call a special stockholders’ meeting.

Second, the board amended section 2.9 of the bylaws, to bring the bylaws into conformity with the Company’s restated certificate of incorporation, which prohibits cumulative voting for directors.

Third, the board amended section 3.2 of the bylaws, to provide that the board of directors has the power to set the exact size of the board, by resolution adopted by the board from time to time. Stockholders no longer have the ability to change the size of the board.

Finally, the board amended article IX of the bylaws, to provide that shareholders can amend the bylaws only by the affirmative vote of at least two-thirds, as opposed to a majority, of the outstanding voting power of the Company’s capital stock entitled to vote in the election of directors.

The above descriptions of the amendments to the Bylaws are qualified in their entirety by reference to the Company’s Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.2 to this current report and which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Number Exhibit
3.1 Amended and Restated Bylaws of Guided Therapeutics, Inc.

 

 

 

 

 

 

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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.

 

 

     GUIDED THERAPEUTICS, INC.  
       
    By:  /s/ Mark L. Faupel, Ph.D.  
      Mark L. Faupel, Ph.D.  
      CEO & President  
  Date:  March 23, 2012      

 

 

 

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