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MGPI > SEC Filings for MGPI > Form 8-K on 27-Oct-2009All Recent SEC Filings

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Form 8-K for MGP INGREDIENTS INC


27-Oct-2009

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change of
Fiscal Year.

The Board of Directors of MGP Ingredients, Inc. (the "Company") has amended the Company's Bylaws ("Bylaws") effective as of October 22, 2009. A copy of the amended Bylaws is attached to this filing as Exhibit 3.2. The amendments are summarized below.

The principal purpose of the amendments is to modify the position of Chairman of the Board, as described n the Bylaws, from that of a "corporate" officer to that of a Board officer. Under Articles V and VI of the Bylaws, before the amendments the Chairman was designated as a corporate officer who had duties of the President in the President's absence. In the past, the Chairman has sometimes served as chief executive officer. The Chairman was entitled under the Bylaws to receive direct reports from the Treasurer and was authorized to vote shares in other companies held by the Company. References to the Chairman of the Board as a corporate officer in Articles V and VI have been deleted. A new Section 3.3 has been added in Article III, which deals with the Board of Directors, providing for the election annually of a Chairman of the Board. The Chairman is to preside at meetings of the Board and stockholders and has only such further authority as the Board may from time to time direct or as may be provided for in the Bylaws. After the amendments, the Chairman only retains express Bylaw authority to call meetings of stockholders and to sign certificates evidencing shares of the Company's stock. In addition to the new section 3.3, sections formerly dealing with the Chairman of the Board that were affected by the amendments are 5.1, former 6.1 (now deleted), former 6.2 (now 6.1), former 6.3 (now 6.2), former 6.6 (now 6.5), and 7.2. Generally, references to the Chairman formerly contained in those sections have been deleted.

The amendments also made non-substantive, editorial corrections to sections 2.7 and 2.9.

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