- Current report filing (8-K)
18 Dezember 2009 - 12:02PM
Edgar (US Regulatory)
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)
December
16, 2009
GOLDEN ARIA CORP.
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(Exact name of registrant as specified in its
charter)
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Nevada
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000-51866
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20-1970188
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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#950-1130 West Pender Street, Vancouver, BC Canada V6E 4A4
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(Address of principal executive offices and Zip
Code)
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Registrant's telephone number, including area code
604-602-1633
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N/A
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(Former name or former address, if changed
since last report)
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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
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a -12)
o
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e -4(c))
- 2 -
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On December 11, 2009, our Board of Directors amended and
restated our bylaws. The amendment and restatement of the bylaws was for the
purpose of, among other things, removing certain outdated and redundant
provisions that existed in our prior bylaws with respect to corporate
governance, shareholder and director meeting procedures, and indemnification
procedures. The changes to our prior bylaws include: (i) expanding certain
provisions with respect to shareholders meetings including change of quorum
requirements; (ii) amending certain provisions respecting appointment of
directors, corporate governance and committees, and directors meetings; (iii)
expanding certain provisions with respect to officers and their duties; (iv)
changing certain provisions with respect to share certificates; and (vi) adding
certain indemnification provisions.
The following is a description of certain of the substantive
differences between the amended and restated bylaws and our prior bylaws:
Article I Offices has been deleted.
Article II, Section 1 Annual Meeting
of the prior bylaws provided that the annual meeting would be held on a set date
and time. Article I, Section 1 of the amended and restated bylaws provides that
the annual meeting may be called by the Board of Directors.
Article II, Section 2.3 Notice of
Meetings of the prior bylaws has been deleted.
Article II, Section 2.5 Quorum of its
prior bylaws provided that a quorum constituted a majority of shareholders.
Article I, Section 4 of the amended and restated bylaws provides that holders of
at least 10%) of the issued and outstanding voting stock constitute a quorum for
shareholder meetings.
Article VII Indemnification was
added. Section 1 of Article VII provides that the Company shall indemnify
directors, officers and employees for losses they incur by reason of their
service. Section 2 of Article VII permits the Company to purchase directors and
officers liability insurance.
The above description is qualified by reference to the full
text of the Amended and Restated Bylaws of the Company which are attached as
Exhibit 3.1 to this Current Report on Form 8-K and are incorporated by reference
herein.
Item 9.01 Financial Statements And Exhibits.
(d)Exhibits
Exhibit
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Number
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Description of Exhibit
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3.1
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Amended and Restated Bylaws
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- 3 -
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.
GOLDEN ARIA CORP.
By:
Robert
McAllister
Robert G. McAllister
President
December _17__, 2009
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