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(i)
|
Article
2.1 was amended to provide, among other things, that notice for annual
meetings of shareholders may also be transmitted
electronically;
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(ii)
|
Article
2.2 was amended to provide, among other things, that a majority of the
Board of Directors (amended from the entire Board) is permitted to call a
special meeting, and that notice for special meetings of shareholders may
also be transmitted electronically;
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(iii)
|
New
Article 2.3 was adopted to provide that, at the discretion of the Board,
shareholders may participate in meetings by remote
participation;
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(iv)
|
A
newly adopted advance notice provision appears at new Article 2.4,
providing deadlines and requirements for proposals for business brought by
shareholders before annual and special meetings, and nominations by
shareholders for director candidates brought before annual meetings of
shareholders at which directors are to be elected and/or
re-elected;
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(v)
|
Old
Article 2.3 (new Article 2.5) was amended to clarify that consents of
shareholders for action taken or to be taken without a meeting may be
signed in person or by proxy, and to increase the consent required for
such action from a majority of the voting power to the holders of at least
ninety percent (90%) of the voting power entitled to
vote;
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(vi)
|
Old
Article 2.4 (new Article 2.6) was amended to provide for procedures in the
event a quorum is not present at a shareholder meeting and with respect to
adjourned meetings;
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|
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(vii)
|
New
Article 2.8 was added to provide that (1) each shareholder is entitled to
one vote for each share held of record as of the record date and entitling
such shareholder to vote, (2) shareholders may vote in person, including
by remote communication (if applicable), or by proxy, in accordance with a
newly adopted provision containing requirements as to valid proxies set
forth in new Article 2.9, (3) “Nominee Holders,” which is defined as
shareholders that hold stock through a nominee, that wish to vote at a
meeting in a manner other than through the nominee holding such
shareholder’s shares will be required to demonstrate such shareholder’s
stock ownership and entitlement to vote, either before or at the meeting,
and (4) actions by shareholders (other than for election or re-election of
directors) require the vote of a majority of the votes cast at a meeting
of shareholders present and entitled to vote;
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|
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(viii)
|
New
Article 2.9 was added to provide the requirements as to valid proxies for
shareholders entitled to vote for the election and/or re-election of
directors or on any other matter;
|
|
|
(ix)
|
Article
3.1.1 was amended to increase the maximum authorized number of directors
on the Board from eight (8) to ten (10);
|
|
|
(x)
|
Article
3.1.2 was amended to de-classify the Board (from the previous structure of
3 classes), and to provide that, going forward, each director elected or
re-elected at an annual meeting of shareholders will serve until the next
annual meeting (or for a one year term), except for the three directors
who were recently elected as Class A Directors at the Company’s 2008
Annual Meeting of Shareholder, who will next stand for re-election at the
2011 Annual Meeting of Shareholders;
|
|
|
(xi)
|
Article
3.3 was amended to reduce the number of hours required for oral, fax or
email notice of special meetings of directors, from 24 hours to 12
hours;
|
|
|
(xii)
|
Old
Article 3.5 (new Article 3.6) was amended to provide that the vote of a majority of the Board participating at a
meeting at which a quorum is present is required for the act of the Board,
and that a majority of the directors present at a meeting, whether or not
a quorum is present, may adjourn the meeting;
|
|
|
(xiii)
|
Old Article 3.6 (new Article 3.7) was amended to
provide that directors appointed to fill vacancies will hold office until
the next succeeding annual meeting of shareholders and/or their successors
are duly elected and qualified or until their earlier resignation, removal
or death;
|
|
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(xiv)
|
Old Article 3.8 (new Article 3.9) was amended to
increase the vote required for the removal of directors, with or without
cause, at any time, at a special or annual meeting of shareholder or by
written consent, from eighty percent (80%) to ninety (90%) percent of the
outstanding shares of the Company’s common
stock;
|
|
|
(xv)
|
New Articles 3.10 and 3.11 were added to address
the creation, governance and operation of Board
committees;
|
|
|
(xvi)
|
New Article 3.12 contains the authorization for
directors to participate in Board meetings by remote participation which
previously appeared in old Article 3.4, and extended such authorization to
committee members for committee meetings;
|
|
|
(xvii)
|
Article 4.1 was amended to provide that waiver of
notice may also be accomplished by electronic
means;
|
|
|
(xviii)
|
New Article 5.8 was adopted to address resignation
of officers;
|
|
|
(xix)
|
Old Article 6.3 relating to the Company’s fiscal
year was moved to new Article 8, General Provisions, and appears as new
Article 8.1;
|
|
(xx)
|
Article
6.2 was amended to add new Articles 2.2 (relating to special meetings of
shareholders), 2.4 (the advance notice provision) and 2.5 (shareholder
action without a meeting) to the list of Bylaws which require a vote of
not less than eighty percent (80%) of the Board of Directors in order to
be altered, amended or repealed; and
|
|
|
(xxi)
|
New Article 8 contains general provisions,
including the provision relating to the Company’s fiscal year, which was
moved from old Article 6.3, and new Articles 8.2 and 8.3, relating to the
use of electronic mail to satisfy requirements for written consents,
requests, approvals, notices and demands by shareholders, proxy holder or
directors, and certificated and uncertificated forms of capital stock of
the Company,
respectively.
|
|
Exhibit
No.
|
Description
|
|
Xfone,
Inc.
|
|||
|
Date: January
16, 2009
|
By:
|
/s/ Guy
Nissenson
|
|
|
Guy
Nissenson
|
|||
|
President,
Chief Executive Officer and Director
|
|||
|
Exhibit
No.
|
Description
|