Attached files
| file | filename |
|---|---|
| EX-3.2 - Environmental Infrastructure Holdings Corp | v176115_ex3-2.htm |
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): February 26, 2010
Environmental
Infrastructure Holdings Corp.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
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333-124704
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32-0294481
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
200 Barr Harbor Drive, Ste.
400
West Conshohocken,
PA 19428
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s telephone number,
including area code: (866)
629-7646
(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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
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
5.02
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Departure
Of Directors Or Principal Officers; Election Of Directors; Appointment Of
Principal Officers.
|
As of February 26, 2010, the Board of
Directors of Environmental Infrastructure Holdings Corp. accepted the
resignation of Andrew B. Mazzone from the board, and elected James K. Weber to
fill the vacancy created by the resignation of Mr. Mazzone. Mr. Mazzone’s
decision to resign his seat on the board did not arise
or result from any disagreement with the Registrant on any matters relating
to the Registrant's operations, policies or practices, but rather Mr. Mazzone’s
desire to curtail his activities for personal reasons. Mr. Weber’s term will
expire at the Annual Stockholders Meeting in 2010. There are no
understandings or arrangements between Mr. Weber and any other person by
which he was selected as a director.
|
Item
5.03
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
|
As of
February 26, 2010, the Board of Directors of Environmental Infrastructure
Holdings Corp. adopted amended and restated bylaws of the Registrant. The main
changes in the By-Laws are:
|
|
·
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a
provision for the manner in which shareholders can (a) call a special
meeting of the shareholders and (b) bring business at an annual
meeting
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|
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·
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changing
the number of directors from (a) a minimum of 1 and a maximum of 5 to (b)
a minimum of 3 and a maximum as determined by the
Board
|
|
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·
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a
provision for electronic notice of Board meetings and electronic notice to
shareholders where permitted by law
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·
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a
provision that directors may electronically consent to take action without
a meeting
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·
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addition
of limited liability language for
directors
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·
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addition
of indemnification language for directors and
officers
|
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·
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the
change of fiscal year from beginning on October 1 to beginning on January
1
|
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·
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a
provision that the By-Laws may be amended by the Board or by a 75%
shareholders vote
|
The
change in the fiscal year is effective for the fiscal year ending
December 31, 2009. The Company will file its annual report on Form 10-K by March
31, 2010.
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Item
9.01
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Financial
Statements and Exhibits
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The
following exhibits are furnished as part of this 8-K.
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Exhibit
3.2
|
Amended
and Restated Bylaws of Environment Infrastructure Holdings
Corp.
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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.
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Date:
March 2, 2010
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ENVIRONMENTAL
INFRASTRUCTURE HOLDINGS CORP.
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||
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By:
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/s/ Michael D. Parrish | ||
| Name: | Michael D. Parrish | ||
| Title: |
Chairman
and Chief Executive Officer
|
||