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 14, 2007
PREMIERE PUBLISHING GROUP, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 000-50370
State of Nevada |
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11-3746201 |
(State or other jurisdiction of
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(IRS Employer
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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:
[ ] 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))
Exhibit No. |
Exhibit |
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3.1 * |
First Amended and Restated By-Laws of Premiere Publishing Group, Inc. dated December 14, 2007 |
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* Filed herewith |
Exhibit No. |
Exhibit |
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3.1 * |
First Amended and Restated By-Laws of Premiere Publishing Group, Inc. dated December 14, 2007 |
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* Filed herewith |
Exhibit 3.1
FIRST AMENDED AND RESTATED BYLAWS
OF
PREMIERE PUBLISHING GROUP, INC.
a Nevada Corporation
Article I
The Stockholders
Section 1.1
Annual Meeting
. There shall be an annual meeting of the stockholders of PREMIERE PUBLISHING GROUP, INC. (the “Corporation”) on the last Thursday of June of each fiscal year at 10:00 a.m., or at such other date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, for the election of directors and for the transaction of such other business as may come before the meeting.
Section 1.2.
Special Meetings
. A special meeting of the stockholders may be called at any time by the Board of Directors or the President, and shall be called upon request in writing from the holders of at least one-third of the issued and outstanding shares of capital stock of the Corporation entitled to vote at such meeting specifying the purpose or purposes for which such meeting shall be called.
Section 1.3.
Notice of Meetings
. Unless a different manner of giving notice is prescribed by statute, written, or printed notice stating the place, date, and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 60 days before the date of the meeting either personally or by mail, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid addressed to the stockholder at his address as it appears on the records of the Corporation.
Section 1.4.
Fixing Date of Record
. (a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholder or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than 60 or less than 10 days before the date of such meeting, nor more than 60 days prior to any other action. (b) If no record date is fixed: (i) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (ii) The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed; (iii) The record date for determining stockholders for any other purpose shall be at the close of business on the date on which the Board of Directors adopts the resolution relating thereto. (c) A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.