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)
October 24, 2007
 
ENCISION, INC.
(Exact name of registrant as specified in its charter)
 
Colorado
0-28604
84-1162056
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 
6797 Winchester Circle, Boulder, Colorado
80301
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code
(303) 444-2600
 
 
(Former name or former address, if changed since last report.)
 
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))

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

On October 24, 2007, the Board of Directors of ENCISION INC., a Colorado corporation (the “Company”), approved and adopted amended bylaws of the Company. The principal amendments include: increasing the required minimum number of directors of the Company from three directors to five directors; (ii) permitting electronic notices to the directors regarding special meetings; and (iii) eliminating the requirement that the officers of the Company include one or more Vice-Presidents.

Item 9.01
Exhibits.

(d)
3.1
Amended Bylaws of the Company.
 
 
 

 
 
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.
 
     
  ENCISION, INC.
  (Registrant)   
 
Date October 30, 2007  
 
 
By:   /s/ Marcia K. McHaffie
 
Marcia K. McHaffie
  Controller
  Principal Accounting Officer  
 
 
 

 
 

Exhibit 3.1

BYLAWS
 
OF
 
ENCISION INC.


ARTICLE I
Shareholders

Section 1.   Annual Meetinq. The annual meeting of the shareholders shall be held at such time of each year at a time and place to be set by the Board of Directors for the purpose of electing Directors and for the transaction of such other business as may come before the meeting.

Section 2.   Special Meetinqs. Special meetings of the shareholders, for any purpose, unless otherwise prescribed by statute, may be called by the President, by the Board of Directors, and by the holders of ten percent (10%) or more of the Company's shares entitled to vote at the meeting.

Section 3.   Place of Meetinq. The Board of Directors may designate any place, either within or without the State of Colorado, as the place for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting shall be called otherwise than by the Board, the place of the meeting shall be the registered office of the Company in the State of Colorado.

Section 4.   Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting, and, in case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting, except that if the authorized capital stock is to be increased, at least thirty (30) days notice shall be given. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or her address as it appears on the stock transfer books of the Company, with postage thereon prepaid.

Section 5.   Quorum. A majority of the shares outstanding of the Company entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a quorum is represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice provided however that the period shall not exceed sixty (60) days for any one adjournment. At such adjournment of a meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally called. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number is required by law or the Articles of Incorporation.
 
 
 

 
 
Section 6.   Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or his or her duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

Section 7.   Voting of Shares. Each outstanding share shall be entitled to one vote, and each fractional share shall be entitled to a corresponding fractional vote on each matter submitted to a vote at a meeting of the shareholders except as otherwise provided in the Articles of Incorporation. In the election of Directors, each record holder of stock entitled to vote at such election shall have the right to vote the number of shares owned by him for as many persons as there are Directors to be elected, and for whose election he or she has the right to vote. Cumulative voting shall not be allowed.

Section 8.   Action without a Meeting. Any action required to be taken at a meeting of shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of the shareholders and may be stated as such in any articles or documents filed with the Secretary of State of Colorado under the Colorado Corporation Code.
 
ARTICLE II
Board of Directors

Section 1.   General Powers. The business and affairs of the Company shall be managed by its Board of Directors.

Section 2.   Number, Tenure and Qualifications. The number of Directors of the Company shall not be less than five (5) nor more than seven (7) as shall be fixed from time to time by the Board of Directors, provided that if the number of shareholders of record is less than five (5), the number of Directors may be the same as the number of share holders. Directors shall be elected at each annual meeting of shareholders. Each Director shall hold office until the next annual meeting of shareholders and thereafter until his or her successor shall have been elected and qualified. Directors need not be residents of Colorado or shareholders of the Company. Directors shall be removable in the manner provided by the laws of the state of Colorado.

Section 3.   Vacancies. Any Director may resign at any time by giving written notice to the President or to the Secretary of the Company. Such resignation shall take effect at the time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors shall be filled by the affirmative vote of a majority of the Directors then in office or by election at an annual meeting or at a special meeting of shareholders called for that purpose. A Director chosen to fill a position resulting from an increase in the number of Directors shall hold office until the next annual meeting of shareholders and until his or her successor has been elected and qualified.
 
 
 

 
 
Section 4.   Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this bylaw immediately after and at the same place as the annual meeting of shareholders. The Board of Directors may adopt a resolution as to the time and place, either within or without the State of Colorado, for the holding of additional regular meetings without other notice than such resolution.

Section 5.   Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Colorado, as the place for holding any special meeting of the Board of Directors called by them.

Section 6.   Notice. Notice of any special meeting shall be given at least seven (7) days prior thereto by written notice delivered personally or mailed to each Director at his or her business address or by notice given at least two (2) days prior to the meeting by electronic mail. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed with postage thereon prepaid. If notice is given by electronic mail, such notice shall be deemed to be delivered when the electronic mail is sent. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board of Directors need be specified in the Notice or Waiver of Notice of such meeting.

Section 7.   Quorum. A majority of the number of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. But if less than a majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 8.   Manner of Action. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9.   Compensation. By resolution of the Board of Directors, any Director may be paid any one of the following: his or her expenses, if any, of attendance at meetings; a fixed sum for attendance at each meeting; or a stated annual amount as a Director. No such payment shall preclude any Director from serving the Company in any other capacity and receiving compensation there from.

Section 10.   Presumption of Assent. A Director of the Company who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she files his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Company immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

Section 11.   Meeting by Conference Telephone. Members of the Board of Directors or any committee designated by the Board may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment by which all persons participating in a meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.
 
 
 

 
 
Section 12. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of the Directors.

Section 13. Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees, each of which, to the extent provided in the resolution, shall have all the authority of the Board of Directors; except that no such committee shall have the authority to: (i) declare dividends or distributions; (ii) approve or recommend to shareholders actions or proposals required by the Colorado Corporation Code to be approved by shareholders; (iii) fill vacancies on the Board of Directors or any committee thereof; (iv) amend the Bylaws; (v) approve a plan of merger not requiring shareholder approval; (vi) reduce earned or capital surplus; (vii) authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors; or (viii) authorize or approve the issuance or sale of, or any contract to issue or sell, shares or designate the terms of a series of a class of shares except that the Board of Directors, having acted regarding general authorization for the issuance or sale of shares or any contract therefore and, in the case of a series, the designation thereof, may, pursuant to a general formula or method specified by the Board by resolution or by adoption of a stock option or other plan, authorize a committee to fix the terms of any contract for the sale of the shares and to fix the terms upon which such shares may be issued or sold, including, without limitation, the price, the dividend rate, provisions for redemption, sinking fund, conversion, or voting or preferential rights, and provisions for other features of a class of shares or a series of a class of shares, with full power in such committee to adopt any final resolution setting forth all terms thereof and to authorize the statement of the terms of a series for filing with the Secretary of State under the Colorado Corporation Code.

Neither the designation of any such committee, the delegation of authority to such committee, nor any action by such committee pursuant to its authority shall alone constitute compliance by any member of the Board of Directors, not a member of the committee in question, with his or her responsibility to act in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.

ARTICLE III
Officers and Agents

Section 1. General. The officers of the Company shall be a President, a Secretary, and a Treasurer. The Board of Directors may appoint such other officers, one or more Vice-Presidents, assistant officers, committees and agents, including a chairman of the board, assistant secretaries and assistant treasurers, as they may consider necessary, who shall be chosen in such a manner and hold their offices for such terms and have such authority and duties as from time to time may be determined by the Board of Directors. The salaries for all the officers of the Company shall be fixed by the Board of Directors. One person may hold two or more offices, except that no person may simultaneously hold the offices of President and Secretary. In all cases where duties of any officer, agent or employee are not prescribed by the Bylaws or by the Board of Directors, such officer, agent or employee; shall follow the orders and instruction of the President.  
 
 
 

 
 
Section 2. Election and Term of Office. The officers of the Company shall be elected by the Board of Directors annually at the first meeting of the Board held after each annual meeting of the shareholders. Each officer shall hold office until the first of the following to occur: (1) until his or her successor shall have been duly elected and shall have qualified; (2) until his or her death; (3) until he or she shall resign; or (4) until he or she shall have been removed in the manner hereafter provided.

Section 3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby.

Section 4. Vacancies. A vacancy in any office, however occurring, may be filled by the Board of Directors for the unexpired portion of the term

Section 5. President. The President shall, subject to the direction and supervision of the Board of Directors, be the chief executive officer of the Company. He or she shall preside at all meetings of shareholders and Directors, he or she shall have general supervision of the affairs of the Company, and he or she shall sign or countersign all certificates of stock, contracts and other instruments of the Company.

Section 6. Vice-President. In the absence or disability of the President, the Vice-President shall perform the duties of the President. The Vice-President shall assist the President and shall perform the duties as may be assigned to him by the President or the Board of Directors.

Section 7. Secretary. The Secretary shall (a) keep the minutes of the proceedings of the shareholders and the Board of Directors; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Company and affix the seal to all documents when authorized by the Board of Directors; (d) keep at its registered office or principal place of business within or without the State of Colorado a record containing the names and addresses of all shareholders and the number and class of shares held by each, unless such record shall be kept at the office of the Company's transfer agent or registrar; (e) sign with the President or Vice-President certificates for shares of the Company, the issuance of which shall have been authorized by resolution of the Board of Directors; and, (f) have general charge of the stock transfer books of the Company, unless the Company has a transfer agent.

Section 8. Treasurer. The Treasurer shall be the principal financial officer of the Company and shall have the care and custody of all funds, securities, evidences of indebtedness and other personal property of the Company and shall deposit the same in accordance with the instruction of the Board of Directors. He or she shall receive and give receipts and acquittances for monies paid in on account of the Company, and shall pay out of the funds on hand all bills, payrolls, and other just debts of the Company of whatever nature upon maturity. He or she shall perform all other duties incident to the office of Treasurer, and upon request of the Board of Directors, shall make such reports to it as may be required at any time. He or she shall, if required by the Board, give the Company a bond in such sums and with such sureties as shall be satisfactory to the Board, conditioned upon the faithful performance of his or her duties and for the restoration to the Company of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Company. He or she shall have such other powers and perform such other duties as may be from time to time prescribed by the Board of Directors or the President.
 
 
 

 
 
ARTICLE IV
Stock

Section 1. Certificates. Shares of the Company's stock shall be represented by consecutively numbered certificates signed in the name of the Company by its President or Vice-President and by the Secretary or the Treasurer and shall be sealed with the seal of the Company. Certificates of stock shall be in such form consistent with law or as shall be prescribed by the Board of Directors. No certificates shall be issued until the shares represented thereby are fully paid.

Section 2. Consideration for Shares. Shares shall be issued for such consideration, expressed in dollars, as shall be fixed from time to time by the Board of Directors. Such consideration may consist, in whole or in part, of money, other property, tangible or intangible, or in labor or services actually performed for the Company, but neither promissory notes nor future services shall constitute payment or part payment for shares.

Section 3. Lost certificates. In case of the alleged loss, destruction or mutilation of a certificate of stock, the Board of Directors may direct the issuance of a new certificate in lieu thereof upon such terms and conditions in conformity with law as it may prescribe. The Board of Directors may in its discretion require a bond in such form and amount and with such surety, as it may determine, before issuing a new certificate.   .

Section 4. Transfer of Shares. Upon surrender to the Company of a certificate of stock duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, and such documentary stamps as may be required by law, it shall be the duty of the Company to issue a new certificate to the person entitled thereto, and cancel the old certificate. Every such transfer of stock shall be entered on the stock book of the Company which shall be kept at its principal office or by its registrar duly appointed.

The Company shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and accord-ingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof except as may be required by the laws of the State of Colorado.
 
ARTICLE V
Indemnification of Officers and Directors

To the full extent authorized or permitted by law, the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she is or was a Director or officer of the Company or is or was serving at the request of the Company in any capacity any other corpor-ation, partnership, joint venture, trust or other enterprise.
 
 
 

 
 
ARTICLE VI
Miscellaneous

Section 1. Waivers of Notice. Whenever notice is required by law, by the Articles of Incorporation or by these Bylaws, a waiver thereof in writing signed by the Director, shareholder or other person entitled to said notice, whether before, at or after the time stated therein, or his or her appearance at such meeting in person or (in the case of a shareholder's meeting) by proxy, shall be equivalent to such notice.

Section 2. Amendments. Subject to repeal or change by action of the shareholders, the Board of Directors shall have the power to make, amend and repeal the Bylaws of the Company at any regular meeting of the Board of Directors or at any special meeting called for that purpose.