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FIRST PHYSICIANS CAPITAL GROUP, INC. FILES (8-K) Disclosing Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

June 24, 2014



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

Effective June 18, 2014, the Board of Directors (the "Board") of First Physicians Capital Group, Inc. (the "Company") approved the amendment and restatement of the Company's bylaws to:

(i) clarify that a majority of the voting power of the shares of stock entitled to vote at a stockholders' meeting, present in person or by proxy, will constitute a quorum for all purposes unless a larger number is required by law, provided that a quorum will not be less than 33 1/3 percent of the voting power of the shares of stock entitled to vote at the meeting; (ii) clarify that, when a separate vote of a class or classes of stock is required on a matter at a stockholders' meeting, a majority of the voting power of the shares of such class or classes, present in person or by proxy, will constitute a quorum for such a matter; (iii) clarify that, if a quorum fails to attend a stockholders' meeting, a majority of the voting power of the shares of stock entitled to vote at the meeting, present in person or by proxy, may adjourn the meeting to another place, date or time; (iv) clarify that a majority of the voting power of the shares of stock entitled to vote at a stockholders' meeting, present in person or by proxy, may appoint a chairman of the meeting in the absence of the chief executive officer or Board designee; (v) remove an unnecessary reference to the California General Corporation Law; and (vi) require the list of stockholders entitled to vote at the stockholders' meeting be available at the Company's principal place of business for 10 days prior to the meeting, as required by Delaware General Corporation Law.



The foregoing summary of the Company's Second Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. Exhibit No. Description 3.1 Second Amended and Restated Bylaws, effective June 18, 2014



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Source: Edgar Glimpses


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