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EX-3.1 - EX-3.1 - GOLDMAN SACHS GROUP INCd545345dex31.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 OF 1934

Date of Report (Date of earliest event reported):

May 22, 2013

 

 

THE GOLDMAN SACHS GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   No. 001-14965   No. 13-4019460

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

200 West Street

New York, New York

  10282
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (212) 902-1000

N/A

(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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ 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.

(a) Effective May 22, 2013, our Board of Directors approved an amendment to our Amended and Restated By-Laws to increase the quorum requirement for Board meetings from one-half of the Board to a majority of the Board.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is being filed as part of this Report on Form 8-K:

 

3.1    Amended and Restated By-Laws of The Goldman Sachs Group, Inc., amended as of May 22, 2013.


SIGNATURE

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.

 

     THE GOLDMAN SACHS GROUP, INC.
                                (Registrant)
Date: May 28, 2013      By:  

/s/ Gregory K. Palm

     Name:   Gregory K. Palm
     Title:   Executive Vice President and General Counsel