CHEMBIO DIAGNOSTICS, INC. (NASDAQ:CEMI) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE TO FISCAL YEAR.
CHEMBIO DIAGNOSTICS, INC. (NASDAQ:CEMI) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
(a)(1) On, and effective as of June 14, 2017, the amendments to two sections of the ByLaws of the Registrant (the “ByLaws”) that are set forth below in section (a)(2) of this Item 5.03 were adopted by the Registrant’s Board of Directors (the “Board”).
(a)(2) Article III, Section 1 of the Bylaws was amended to read as follows:
“1. A Board of Directors, consisting of at least one (1) person and of up to seven (7) persons as determined by the Board of Directors from time to time, shall be chosen annually by the Stockholders at their meeting to manage the affairs of the company. To the extent that the Board of Directors determines, at any time, in its discretion, to add one or more Directors, which results in increasing the number of Directors to a number that does not exceed the maximum number of Directors permitted under the Bylaws at that time, the Board will be deemed to be filling one or more vacancies on the Board through that addition of one or more Directors. The Directors’ term of office shall be one year, and Directors may be re-elected for successive annual terms.”
Prior to this amendment, Article III, Section 1 of the ByLaws provided as follows:
“1. A Board of Directors, consisting of at least one (1) person shall be chosen annually by the Stockholders at their meeting to manage the affairs of the company. The Directors’ term of office shall be one year, and Directors may be re-elected for successive annual terms.”
The primary effect of the above amendment to Article III, Section 1 is to establish the size of the Board to be at least one and not more than seven directors, with the election by the Board of a new director to the Board, which addition does not result in a total of more than seven directors, to be deemed to be the filling of a Board vacancy by the Board.
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In addition, Article III, Section 3 of the ByLaws was amended to read in its entirety as follows:
“3. Meetings of the Board of Directors shall be held on any day with a minimum of twenty-four (24) hours notice by email, or delivery by overnight or other courier, and may be called by the Chief Executive Officer or any Director. A majority of the Directors shall constitute a quorum.”
Prior to this amendment, Article III, Section 3 of the ByLaws provided as follows:
“3. Regular meetings of the Board of Directors shall be held at 1 P.M., on the 14th. day of May of each year beginning in 2000 at the office of the company at Carson City, NV, or at such other time or place as the Board of Directors shall by resolution appoint; special meetings may be called by the President or any Director giving ten (10) days notice to each Director. Special meetings may also be called by execution of the appropriate waiver of notice and call when executed by a majority of the Directors of the company. A majority of the Directors shall constitute a quorum.”
The primary effect of the above amendment to Article III, Section 3 is to change the required notice for meetings of the Board to 24 hours from the previous required notice of ten days.
About CHEMBIO DIAGNOSTICS, INC. (NASDAQ:CEMI)
Chembio Diagnostics, Inc. (Chembio), and its subsidiary, Chembio Diagnostic Systems, Inc., develop, manufacture, market and license rapid point-of-care diagnostic tests (POCTs) that detect infectious diseases. The Company’s products available are rapid tests for the detection of human immunodeficiency virus (HIV) 1/2 antibodies, and a multiplex rapid test for the detection of HIV and Syphilis antibodies. The HIV 1/2 rapid tests employ in-licensed and lateral flow technologies that are used with all blood matrices as samples, and are manufactured in a standard cassette format, a dipstick format and a barrel format. Its HIV 1/2 rapid antibody detection test incorporates the Dual Path Platform (DPP) POCT technology. The DPP HIV 1/2 Assay detects antibodies to HIV 1 and 2 in oral fluid samples, as well as in all blood matrices. The Company’s product pipeline includes a multiplex rapid test for earlier detection of HIV and a multiplex test that detects HIV and Syphilis specific antibodies.
Chembio Diagnostics, Inc. (Chembio), and its subsidiary, Chembio Diagnostic Systems, Inc., develop, manufacture, market and license rapid point-of-care diagnostic tests (POCTs) that detect infectious diseases. The Company’s products available are rapid tests for the detection of human immunodeficiency virus (HIV) 1/2 antibodies, and a multiplex rapid test for the detection of HIV and Syphilis antibodies. The HIV 1/2 rapid tests employ in-licensed and lateral flow technologies that are used with all blood matrices as samples, and are manufactured in a standard cassette format, a dipstick format and a barrel format. Its HIV 1/2 rapid antibody detection test incorporates the Dual Path Platform (DPP) POCT technology. The DPP HIV 1/2 Assay detects antibodies to HIV 1 and 2 in oral fluid samples, as well as in all blood matrices. The Company’s product pipeline includes a multiplex rapid test for earlier detection of HIV and a multiplex test that detects HIV and Syphilis specific antibodies.