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 9, 2015
 
RELM Wireless Corporation
__________________________________________
(Exact name of registrant as specified in its charter)
 
Nevada
 
001-32644
 
59-34862971
(State or other jurisdiction
 
(Commission
 
(I.R.S. Employer
of incorporation)
 
File Number)
 
Identification No.)
  
       
 
7100 Technology Drive, West Melbourne, FL
 
32904
(Address of principal executive offices)
 
(Zip Code)

                        Registrant’s telephone number, including area  code:
 
(321) 984-1414
 
N/A
______________________________________________
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:
 
[  ]  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))
 
 
 
 
 
 
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year .
 
On December 9, 2015, the Board of Directors of RELM Wireless Corporation (the “Company”) approved an amendment to the Company’s bylaws (the “Bylaw Amendment”) to add a new Article VII therein entitled “Nevada Acquisition of Controlling Interest Act” in order for the Company to opt out of certain provisions of Nevada law pertaining to the acquisition of a controlling interest (currently set forth in Sections 78.378 to 78.3793, inclusive, of the Nevada Revised Statutes).

The foregoing description of the Bylaw Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Bylaw Amendment filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits .

(d)           Exhibits.

 
3.1
Amendment to Bylaws dated December 9, 2015.

 
 
 
 
SIGNATURE

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.
 
 
RELM WIRELESS CORPORATION
 
       
 
By:
/s/ William P. Kelly  
    William P. Kelly  
    Executive Vice President and  
    Chief Financial Officer  
Date: December 10, 2015
 
 
 
 
 
 
 
EXHIBIT INDEX
 
Exhibit No.
 
Description
3.1
 
Amendment to Bylaws dated December 9, 2015.



 
 
 
 
 
Exhibit 3.1
AMENDMENT TO AMENDED AND RESTATED BYLAWS
OF
RELM WIRELESS CORPORATION,
a Nevada corporation
 
 
Effective December 9, 2015, the Amended and Restated Bylaws of RELM WIRELESS CORPORATION, a Nevada corporation (the “Bylaws”), are hereby amended as follows:
 
A new Article VII is added to the Bylaws to read in its entirety as follows:
 
ARTICLE VII

NEVADA ACQUISITION OF CONTROLLING INTEREST ACT

Pursuant to NRS § 78.378, the Corporation shall not be subject to the provisions of Nevada Revised Statutes Sections 78.378 to 78.3793, inclusive (Acquisition of Controlling Interest), and specifically that the provisions of NRS §§ 78.378 to 78.3793 do not apply to the Corporation or to an acquisition of a controlling interest by existing or future stockholders.
 
 
All other provisions of the Bylaws remain the same.

CERTIFICATION
 
I hereby certify that I am the duly appointed and acting Secretary of RELM WIRELESS CORPORATION and that the foregoing amendment to the Bylaws of RELM WIRELESS CORPORATION was duly adopted and approved by the Board of Directors at a meeting held on the date set forth above.
 
Dated this 9th day of December, 2015.
 
   
/s/ William P. Kelly
 
Executive Vice President, Chief Financial Officer and Secretary