ITEM
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
ARTICLE
II
MEETINGS
OF STOCKHOLDERS
Section 5. Record Date. The Board of
Directors may fix a record date for the purpose of determining stockholders
entitled to notice of or to vote at a meeting of stockholders, which record date
shall not (1)
precede the date upon which the resolution fixing the record date is
adopted by the Board of Directors, and which record date to
be notor (2)
be less than 10 nor more than 60 days prior to such meeting. In the
absence of any action by the Board of Directors, the day next preceding the date
upon which the notice of the meeting is mailed shall be the record
date.
Section 12. Conduct of
Meetings. At each meeting of stockholders, the presiding
officer of the meeting shall fix and announce the date and time of the opening
and the closing of the polls for each matter upon which the stockholders will
vote at the meeting and shall determine the order of business and all other
matters of procedure. The boardBoard of Directors
may adopt by resolution such rules, regulations, and procedures for the conduct
of the meeting of stockholders as it shall deem
appropriate. Except to the extent inconsistent with any such
rules and regulations adopted by the Board of Directors, the presiding officer
of the meeting shall have the right and authority to convene and to adjourn the
meeting and to establish rules, regulations, and procedures, which need not be
in writing, for the conduct of the meeting and to maintain order and
safety. Without limiting the foregoing, he or shethe presiding officer of the
meeting may:
(a) restrict
attendance at any time to bona fide stockholders of record and their proxies and
other persons in attendance at the invitation of the presiding officer or Board
of Directors;
(b) place
restrictions on entry to the meeting after the time fixed for the commencement
thereof;
(c) restrict
dissemination of solicitation materials and use of audio or visual recording
devices at the meeting;
(d) adjourn
the meeting without a vote of the stockholders, whether or not there is a quorum
present; and
(e) make
rules governing speeches and debate, including time limits and access to
microphones.
The
presiding officer of the meeting shall act in his or her absolute discretion and
his or her rulings shall not be subject to appeal.
ARTICLE
VI
CERTIFICATES
REPRESENTING SHARES
Section 1. Form of
Certificates. The Corporation shall deliver certificates representing all
shares to which stockholders are entitled, unless the Certificate of
Incorporation otherwise provides or unless the Board of Directors provides by
resolution or resolutions that some or all of the shares of any class or
classes, or series thereof, of the Corporation’s capital stock shall be
uncertificated. Every holder of capital stock of the Corporation
represented by certificates shall be entitled to a certificate representing such
shares. Certificates representing shares of the Corporation shall be in such
form as shall be determined by the Board of Directors and shall be numbered
consecutively and entered in the books of the Corporation as they are issued.
Each certificate shall state on the face thereof the holder's name, the number
of and class of shares, and the par value of the shares or a statement that the
shares are without par value. TheyEach certificate
shall be signed by the Chairman of the Board, or Vice Chairman of the Board, or
President or a Vice President, and by the Secretary or an Assistant Secretary,
or the Treasurer or an Assistant Treasurer, and may be sealed with the seal of
the Corporation or a facsimile thereof if the Corporation shall then have a
seal. If any certificate is countersigned by a transfer agent or registered by a
registrar, either of which is other than the Corporation or an employee of the
Corporation, the signatures of the Corporation's officers may be facsimiles. In
case any officer, transfer agent or registrar who has signed, or whose facsimile
signature has been placed on such certificate, shall cease to be such officer,
transfer agent or registrar, whether because of death, resignation or otherwise,
before such certificate has been delivered by the Corporation or its agents,
such certificate may nevertheless be issued and delivered with the same effect
as if he or
she were
such officer, transfer agent or registrar at the date of issue.
ARTICLE
VII
GENERAL
PROVISIONS
Section 2. Fiscal Year.
The fiscal year of the Corporation shall be the twelve-month period ending on the last Wednesday in
August
31 of each year unless otherwise fixed by resolution of the Board of
Directors.
Section
9.
Entire Board of Directors. For purposes of these
Bylaws, the
term "entire Board of Directors" means the total number of directors which the
Corporation would have if there were no vacancies.
Section
10.
When Bylaws Silent. It is expressly recognized
that when these Bylaws are silent as to the
manner of performing any corporate function, the provisions of Delaware law
shall control.
ARTICLE
IX
AMENDMENTS
Section 1. Amendments.
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted
by the Board of Directors at any regular meeting or at any special meeting
called for that purpose. These Bylaws may be altered, amended or
repealed and new Bylaws may be adopted by affirmative vote of stockholders
holding a majority of outstanding stock entitled to vote at any regular meeting
or at any special meeting called for that purpose.
Section
2. When
Bylaws Silent. It is expressly
recognized that when the Bylaws are silent as to
the manner of performing any corporate function, the provisions of Delaware law
shall control.
Section
3.
Entire Board of Directors. As used in this Article
IX and in these Bylaws generally, the term "entire Board
of Directors" means the total number of directors which the Corporation would
have if there were no vacancies.
The Board
also amended its Corporate Governance Guidlines. The amended Corporate
Governance Guidelines are available on the Company's website at
www.lubys.com.
ITEM
9.01. Financial
Statements and Exhibits
(d)
Exhibits
Exhibit
3.1 Amended Bylaws of Luby’s,
Inc.