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EX-3.1 - Jiangbo Pharmaceuticals, Inc. | v208212_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 1934
Date of
Report (date of earliest event reported): January 13, 2011
JIANGBO
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in charter)
Florida
(State or
other jurisdiction of incorporation)
001-34763
|
65-1130026
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(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
25
Haihe Road, Laiyang Economic Development
Laiyang
City, Yantai, Shandong Province, People’s Republic of China 265200
(Address
of principal executive offices and zip code)
(86) 535-7282997
(Registrant’s
telephone number including area code)
(Registrant’s
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 registrant under any of the following
provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On January 13, 2011, the board of
directors of Jiangbo Pharmaceuticals, Inc. (the “Company”), by unanimous written
consent, approved an amendment and restatement of the Company’s bylaws (the
“Bylaws”). The Bylaws became effective immediately upon their adoption. The
amendments, among other things:
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·
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amend
Section 1 of Article I of the Bylaws which stated that the annual meeting
of stockholders shall be held in Spokane, Washington, or at such places as
the board of directors may determine, on the 1st day of May, of each year,
at 2:00 o’clock in the P.M. of that day, to provide that the annual
meeting of stockholders of the Company shall be held on such date and at
such place and time as the board of directors may
determine;
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·
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amend
Section 2 of Article I of the Bylaws which stated that stockholders
representing not less than one-half of the capital stock of the Company
may request in writing the board of directors to call a special meeting of
stockholders, to provide that holders of not less than 10% of all the
votes entitled to be cast on any issue proposed to be considered at the
proposed special meeting of the Company may sign, date, and deliver to the
Secretary of the Company one or more written demands for the board of
directors to hold a special meeting of shareholders describing the purpose
or purposes for which it is to be
held;
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·
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add
Section 3 of Article I of the Bylaws to provide that any stockholders’
meeting, annual or special, may be adjourned from time to time by the
affirmative vote of a majority of the shares represented at such meeting
either in person or by proxy and that an adjournment may be voted
regardless of whether a quorum is
present;
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·
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add
Section 4 of Article I of the Bylaws to provide that written or printed
notice stating the place, day, and hour of the meeting, and, in the case
of a special meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than 10 nor more than 60 days before
the date of the meeting, either personally or by first-class mail, by or
at the direction of the president, secretary, or the officer or persons
calling the meeting, to each stockholder of record entitled to vote at the
meeting. If the notice is mailed at least 30 days before the date of the
meeting, it may be done by a class of United States mail other than first
class. If mailed, such notice shall be deemed to have been delivered when
deposited in the United States mail, postage prepaid, addressed to the
stockholder to receive it at his or her address as it then appears on the
records of the Company;
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·
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add
Section 5 of Article I of the Bylaws to provide that a stockholder may
waive notice of any annual or special meeting by signing a written notice
of waiver either before or after the date of such meeting, delivered to
the Company for inclusion in the minutes or filing with the corporate
records. A stockholder’s attendance at a meeting waives objection to lack
of notice or defective notice of the meeting, unless the stockholder at
the beginning of the meeting objects to holding the meeting or transacting
business at the meeting; or waives objection to consideration of a
particular matter at the meeting that is not within the purpose or
purposes described in the meeting notice, unless the stockholder objects
to considering the matter when it is
presented;
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·
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add
Section 6 of Article I of the Bylaws to provide that for the purpose of
determining stockholders entitled to notice of or to vote at any meeting
of stockholders, or demand a special meeting, or in order to make a
determination of stockholders for any other proper purpose, the board of
directors may fix the record date which may not precede the date on which
the resolution fixing the record date is adopted nor may it be more than
70 days before the meeting or action requiring a determination of
stockholders. A determination of stockholders entitled to notice of
or to vote at any meeting of stockholders is effective for any adjournment
of the meeting unless the board of directors fixes a new record
date.
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·
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remove
prior Section 5 of Article I of the Bylaws and replace it with Section 7
of Article I of the Bylaws to provide that the presence, at any
stockholders’ meeting, in person or by proxy, of persons entitled to vote
a majority of the shares of the Company then outstanding shall constitute
a quorum for the transaction of business. If a quorum exists, action on a
matter (other than the election of directors) by a voting group is
approved if the votes cast within the voting group favoring the action
exceed the votes cast opposing the action. In determining whether quorum
requirements for a meeting have been met, any share that has been enjoined
from voting or that for any reason cannot be lawfully voted shall not be
counted;
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·
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remove
prior Section 4 of Article I of the Bylaws and replace it with Section 8
of Article I of the Bylaws to provide that every person entitled to vote
at a stockholders’ meeting of the Company, or entitled to execute written
consent authorizing action in lieu of a meeting, may do so either in
person or by proxy executed in writing by the stockholder or by his or her
duly authorized attorney-in-fact. An appointment is valid for up to 11
months unless a longer period is expressly provided in the appointment. An
appointment of a proxy is revocable by the stockholder unless the
appointment form or electronic transmission conspicuously states that it
is irrevocable and the appointment is coupled with an
interest;
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·
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consolidate
prior Section 3 of Article I of the Bylaws into Section 9 of Article I of
the Bylaws and add that the affirmative vote of the majority of shares
represented at a meeting at which a quorum is present shall be the act of
the stockholders unless the vote of a greater number or a vote by classes
is required by the articles of incorporation of the
Company;
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·
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add
Section 10 of Article I of the Bylaws, which shall
read:
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“Sec. 10. VOTING RECORD.
(a) After fixing a record date for a
meeting, the corporation shall prepare an alphabetical list of the names of all
its shareholders who are entitled to notice of a shareholders’ meeting, arranged
by voting group with the address of, and the number and class and series, if
any, of shares held by, each.
(b) The shareholders’ list must be
available for inspection by any shareholder for a period of 10 days prior to the
meeting or such shorter time as exists between the record date and the meeting
and continuing through the meeting at the corporation’s principal office, at a
place identified in the meeting notice in the city where the meeting will be
held, or at the office of the corporation’s transfer agent or
registrar.
(c) The stockholders’ list shall be
prima facie evidence of the identity of the stockholders entitled to examine the
stockholder’s list or to vote at any meeting of stockholders.”
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·
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add
Section 11 of Article I of the Bylaws, which shall
read:
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“Sec. 11. ACTION BY STOCKHOLDERS
WITHOUT A MEETING.
(a) Any action required or permitted by
law to be taken at a meeting of stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, is dated and signed by the approving stockholders having
the requisite number of votes of each voting group entitled to vote having not
less than the minimum number of votes with respect to each voting group that
would be necessary to authorize or take such action at a meeting at which all
voting groups and shares entitled to vote were present and voted. Such written
consent must be delivered to the corporation by delivery to its principal office
in this state, its principal place of business, the corporate secretary, or
another officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. No written consent
shall be effective to take the corporate action referred to therein unless,
within 60 days of the date of the earliest dated consent delivered in the manner
required by this section, written consents signed by the number of holders
required to take action are delivered to the corporation by delivery as set
forth in this section.
(b) Within 10 days after obtaining such
authorization by written consent, notice shall be given to those stockholders
who have not consented in writing or who are not entitled to vote on the action.
Such notice shall fairly summarize the material features of the action so
authorized and, if the action is a merger, consolidation, or sale or exchange of
assets, for which dissenters’ rights are provided by law, shall contain a clear
statement of the right of dissenting stockholders to be paid the fair value of
their shares on compliance with the applicable statutory
provisions.”
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·
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consolidate
prior Section 4 of Article II of the Bylaws into Section 1 of Article II
of the Bylaws and amend it to provide that subject to the limitations of
the articles of incorporation and the Florida Business Corporation Act
concerning corporate action that must be authorized or approved by the
stockholders of the Company, all corporate powers shall be exercised by or
under the authority of the board of directors, and the business and
affairs of the Company shall be managed under the direction of the board
of directors;
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·
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consolidate
prior Section 1 of Article II of the Bylaws into Section 2 of Article II
of the Bylaws and amend prior Section 2 of Article II to provide that the
board of directors shall consist of not less than 5 and not more than 9
persons who need not be stockholders of the Company. The number of
directors may be increased or decreased from time to time by amendment to
the Bylaws. Directors of the Company shall be elected at the annual
meeting of stockholders, or at a meeting held in lieu of the annual
meeting;
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·
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amend
Section 3 of Article II of the Bylaws to add that the terms of the initial
directors of the Company expire at the first stockholders’ meeting at
which directors are elected. The terms of all other directors expire at
the next annual stockholders’ meeting following their election unless
their terms are staggered. A decrease in the number of directors does not
shorten an incumbent director’s term. The term of a director elected to
fill a vacancy expires at the next stockholders’ meeting at which
directors are elected. Despite the expiration of a director’s term, the
director continues to serve until his or her successor is elected and
qualifies or until there is a decrease in the number of
directors;
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·
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amend
prior Section 5 of Article II of the Bylaws by renumbering it as Section 4
of Article II and amending it to provide the
following:
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“Sec. 4. DIRECTOR’S
MEETINGS.
(a) The board of directors may hold
regular or special meetings in or out of this state.
(b) A majority of the directors
present, whether or not a quorum exists, may adjourn any meeting of the board of
directors to another time and place. Notice of any such adjourned meeting shall
be given to the directors who were not present at the time of the adjournment
and, unless the time and place of the adjourned meeting are announced at the
time of the adjournment, to the other directors.
(c) Meetings of the board of directors
may be called by the chair of the board or by the president.
(d) The board of directors may permit
any or all directors to participate in a regular or special meeting by, or
conduct the meeting through the use of, any means of communication by which all
directors participating may simultaneously hear each other during the meeting. A
director participating in a meeting by this means is deemed to be present in
person at the meeting.”
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·
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amend
prior Section 6 of Article II of the Bylaws by renumbering it as Section 5
of Article II and amending it to provide that regular meetings of the
board of directors may be held without notice of the date, time, place, or
purpose of the meeting. Special meetings of the board of directors must be
preceded by at least 2 days’ notice of the date, time, and place of the
meeting. The notice need not describe the purpose of the special
meeting;
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·
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amend
prior Section 10 of Article II of the Bylaws by renumbering it as Section
6 of Article II and amending it to provide that notice of a meeting of the
board of directors need not be given to any director who signs a waiver of
notice either before or after the meeting. Attendance of a director at a
meeting shall constitute a waiver of notice of such meeting and a waiver
of any and all objections to the place of the meeting, the time of the
meeting, or the manner in which it has been called or convened, except
when a director states, at the beginning of the meeting or promptly upon
arrival at the meeting, any objection to the transaction of business
because the meeting is not lawfully called or
convened;
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·
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amend
prior Section 11 of Article II of the Bylaws by consolidating it into
Section 7 of Article II and amending it to provide that a majority of
directors in office shall constitute a quorum for the transaction of
business, and the acts of a majority of directors present at a meeting at
which a quorum is present shall constitute the acts of the board of
directors. If, at any meeting of the board of directors, less than a
quorum is present, a majority of those present may adjourn the meeting,
from time to time, until a quorum is present. In the event vacancies exist
on the board of directors, other than vacancies created by the removal of
a director or directors by the shareholders or by an increase in the
number of directors, the remaining directors, although less than a quorum,
may elect a successor or successors for the unexpired term or terms by
majority vote;
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·
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add
Section 8 of Article II of the Bylaws, which shall
read:
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“Sec. 8. ACTION BY DIRECTORS WITHOUT A
MEETING.
(a) Action required or permitted to be
taken at a board of directors’ meeting or committee meeting may be taken without
a meeting if the action is taken by all members of the board or of the
committee. The action must be evidenced by one or more written consents
describing the action taken and signed by each director or committee
member.
(b) Action taken under this section is
effective when the last director signs the consent, unless the consent specifies
a different effective date.
(c) A consent signed under this section
has the effect of a meeting vote and may be described as such in any
document.”
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·
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amend
prior Section 8 of Article II of the Bylaws by renumbering it as Section 9
of Article II and amending it to provide that whenever a vacancy occurs on
the board of directors, including a vacancy resulting from an increase in
the number of directors, it may be filled by the affirmative vote of a
majority of the remaining directors, though less than a quorum of the
board of directors, or by the stockholders. A vacancy that may occur
at a later date (by reason of a resignation effective at a later date or
upon the subsequent happening of an event) may be filled before the
vacancy occurs, but the new director may not take office until the vacancy
occurs;
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·
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add
Section 10 of Article II of the Bylaws, which shall
read:
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“Sec. 10. RESIGNATION OF
DIRECTORS.
A director may resign at any time by
delivering written notice to the board of directors or its chair or to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a latter effective date or an effective date determined upon
the subsequent happening of an event.”
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·
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amend
prior Section 9 of Article II of the Bylaws by renumbering it as Section
11 of Article II and amending it to provide that at any regular meeting of
stockholders, or at any special meeting called for such purpose, any
director or directors may be removed from office, with or without cause,
by majority vote. New directors may be elected by the stockholders
for the unexpired terms of directors removed from office at the same
meetings at which such removals are voted. If the stockholders fail to
elect persons to fill the unexpired terms of removed directors, such terms
shall be considered vacancies to be filled by the remaining directors as
provided in Section 9 of the
Bylaws;
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amend
Section 12 of Article II of the Bylaws to provide that the board of directors
may, by resolution adopted by a majority of the full board, designate two or
more directors to constitute an executive committee which, to the extent
provided in such resolution, shall have and may exercise all of the authority of
the board of directors in the management of the Company, except that such
committee shall have no authority to: (1) approve or recommend to stockholders
actions or proposals required by law to be approved by the stockholders; (2)
fill vacancies on the board of directors or any committee; (3) adopt, amend, or
repeal the Bylaws; (4) authorize or approve the reacquisition of shares, unless
pursuant to a general formula or method specified by the board of directors; or
(5) authorize or approve the issuance or sale or contract for the sale of
shares, or determine the designation and relative rights, preferences, and
limitations of a voting group except where the board of directors authorizes a
committee to do so within limits specifically prescribed by the board. The board
of directors shall have power at any time to fill vacancies in, to change the
size or membership of, and to discharge any such committee. Each committee
must have 2 or more members who serve at the pleasure of the board of directors.
The board, by resolution adopted in accordance with subsection (a), may
designate one or more directors as alternate members of any such committee who
may act in the place and stead of any absent member or members at any meeting of
such committee;
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·
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remove
Section 13 of Article II of the Bylaws which referred to powers and duties
of the board of directors being enlarged or limited pursuant to Idaho
law;
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·
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amend
Section 1 of Article III to remove the listing of officer positions which
the Company shall have and provide that the officers shall be appointed by
the board of directors. A duly appointed officer may appoint one or
more officers or assistant officers if authorized by the board of
directors. The board of directors shall delegate to one of the
officers responsibility for preparing minutes of the directors’ and
stockholders’ meetings and for authenticating records of the
Company. The same individual may simultaneously hold more than one
office in the Company;
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·
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remove
Section 2 of Article III of the Bylaws which set forth certain provisions
with respect to the election or appointment of officers of the
Company;
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·
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amend
prior Section 3 of Article III of the Bylaws by renumbering it as Section
2 of Article III and amending it to remove the description of the duties
and powers of each officer and provide that each officer has the authority
and shall perform the duties prescribed by the board of directors or by
direction of any officer authorized by the board of directors to prescribe
the duties of other officers;
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·
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remove
Section 5 of Article IV of the Bylaws which referred to the filling of
vacancies on the Company’s board of
directors;
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·
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remove
Section 6 of Article IV of the Bylaws which referred to the determination
of salaries and compensation of the officers of the
Company;
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·
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amend
prior Section 7 of Article IV of the Bylaws by consolidating it into
Section 3 of Article III and amending it to provide that an officer may
resign at any time by delivering notice to the Company. A resignation is
effective when the notice is delivered unless the notice specifies a later
effective date. If a resignation is made effective at a later date and the
Company accepts the future effective date, the board of directors may fill
the pending vacancy before the effective date if the board of directors
provides that the successor does not take office until the effective
date. The board of directors may remove any officer at any time with
or without cause. Any officer or assistant officer, if appointed by
another officer, may likewise be removed by such
officer;
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·
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add
Section 4 of Article III of the Bylaws, which shall
read:
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“Sec. 4 CONTRACT RIGHTS OF
OFFICERS.
(a) The appointment of an officer does
not itself create contract rights.
(b) An officer’s removal does not
affect the officer’s contract rights, if any, with the corporation. An officer’s
resignation does not affect the corporation’s contract rights, if any, with the
officer.”
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·
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amend
Section 1 of Article IV of the Bylaws to update the description of the
Company’s stock certificates and provide that the shares of the Company
may be represented by certificates. The rights and obligations of the
stockholders are identical whether or not their shares are represented by
certificates. Each share certificate must be signed (either manually or in
facsimile) by an officer or officers designated by the board of directors,
and may bear the corporate seal or its facsimile. Each share certificate
shall state (a) the name of the Company; (b) that the Company is organized
under the laws of the State of Florida; (c) the name of the person or
persons to whom issued; (d) the number and class of shares, and the
designation of the series, if any, which the certificate represents.
Each certificate shall also set forth or fairly summarize on the front or
back of each certificate, or shall state that the Company will furnish to
any stockholder on request and without charge, a full statement of the
designations, preferences, limitations, and relative rights of the shares
of each class and the variations in rights, preferences, and limitations
determined for each series (and the authority of the board of directors to
determine variations for future series) authorized to be issued. Any
certificate representing shares that are restricted as to the sale,
disposition, or other transfer of such shares, shall also state that such
shares are restricted as to transfer, and shall set forth or fairly
summarize on the certificate, or shall state that the Company will furnish
to any stockholder on request and without charge, a full statement of such
restrictions;
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·
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add
Section 2 of Article IV of the Bylaws, which shall
read:
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“Sec. 2. SUBSCRIPTION FOR
STOCK.
Unless otherwise provided in the
subscription agreement, subscriptions for shares shall be paid in full at such
time, or in such installments and at such times, as shall be determined by the
board of directors. Any call made by the board of directors for payment on
subscriptions shall be uniform as to all shares of the same class or as to all
shares of the same series, as the case may be. In case of default in the payment
of any installment or call when such payment is due, the corporation may proceed
to collect the amount due in the same manner as any debt due the
corporation.”
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·
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amend
prior Section 2 of Article IV of the Bylaws by renumbering it as Section 3
of Article IV and amending it to provide that transfer of shares of the
Company shall be made in the manner specified in the Florida Uniform
Commercial Code. The Company shall maintain stock transfer books, and any
transfer shall be registered on them only on request and surrender of the
stock certificate representing the transferred shares, duly endorsed.
Additionally, the board of directors may appoint one or more transfer
agents or transfer clerks and one or more registrars as custodians of the
transfer books, and may require all transfers to be made with and all
share certificates to bear the signatures of any of them. The Company
shall have the absolute right to recognize as the owner of any shares of
stock issued by it, for all proper corporate purposes, including the
voting of such shares and the issuance and payment of dividends on such
shares, the person or persons in whose name the certificate representing
such shares stands on its books. However, if a transfer of shares is made
solely for the purpose of furnishing collateral security, and if that fact
is made known to the secretary of the Company, or to the Company’s
transfer agent or transfer clerk, the record entry of such transfer shall
state the limited nature
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·
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amend
prior Section 3 of Article IV of the Bylaws by renumbering it as Section 4
of Article IV and amending it to provide that no certificate for shares of
stock in the Company shall be issued in place of any certificate alleged
to have been lost, destroyed, stolen, or mutilated except on production of
such evidence and provision of such indemnity to the Company as the board
of directors may prescribe;
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·
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remove
Section 4 of Article IV of the Bylaws which required the treasurer of the
Company, if required by the Company’s board of directors, to give the
Company security for the faithful discharge of his
duties;
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·
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amend
prior Section 1 of Article V of the Bylaws by renumbering it as Article V
and amending it to provide that the corporate seal shall have inscribed
thereon the name of the Company and shall be in such form and contain such
words and/or figures as the board of directors shall determine or the law
requires;
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·
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add
Article V of the Bylaws, which shall
read:
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“ARTICLE V. REGISTERED
AGENT
The address of the corporation’s
registered office and the name of its registered agent at that office together
with a written acceptance are set forth in the articles of incorporation, as
amended.”
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·
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remove
Section 1 and Section 2 of Article VI of the Bylaws which referred to the
board of director’s ability to declare dividends on the Company’s
stock;
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·
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remove
Section 1 of Article VII of the Bylaws which referred to the making of
bills, payables, notes and other negotiable
instruments;
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·
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amend
prior Section 1 of Article IX of the Bylaws by renumbering it as Article
VII and amending it to provide that the fiscal year of the Company shall
begin on the 1st of July of each year and end at midnight on the 30th of
June of the following year; and
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·
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amend
prior Section 1 of Article VIII of the Bylaws by renumbering it as Article
VIII and amending it to provide that the Bylaws may be altered, amended,
or repealed by majority vote of the board of directors. The
stockholders of the Company may amend or repeal the Bylaws even though the
Bylaws may also be amended or repealed by the board of
directors.
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A copy of the Company’s Bylaws is filed
as Exhibit 3.1 hereto and is hereby incorporated by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
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Exhibits
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Exhibit No.
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Description
|
3.1
|
Amended
and Restated Bylaws of Jiangbo Pharmaceuticals,
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.
JIANGBO
PHARMACEUTICALS, INC.
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By:
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/s/ Elsa Sung
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Name:
Elsa Sung
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Title:
Chief Financial Officer
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Dated:
January 14, 2011
Exhibit
Index
Exhibit
No.
|
Description
|
3.1
|
Amended
and Restated Bylaws of Jiangbo Pharmaceuticals,
Inc.
|