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COVISINT : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

08/01/2014 | 11:49am US/Eastern

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

At its regular meeting on July 29, 2014, the Board of Directors of Covisint Corporation (the "Company") adopted minor modifications to Article VI of the Company's Bylaws, which contains provisions relating to the Company's indemnification of directors and officers. The changes to Article VI were effective immediately and are summarized below.

1. The bylaws have been clarified to provide that, to the extent permitted by applicable law, the expenses incurred by a person to successfully enforce or establish rights to indemnification shall be considered expenses incurred in connection with the action, suit or proceeding.

2. The bylaws now provide that if a proceeding against a director or officer includes a claim against such director's or officer's spouse or other immediate family member(s), the Company's indemnification will include the related claim against the spouse or family member if the related director or officer is entitled to indemnification.

3. The bylaws now include various provisions that (a) specify a presumption in favor of the director or officer with respect to the right to indemnification and the advancement of expenses, (b) place on the Company the burden of proof that indemnification or advancement is not appropriate, and (c) specify various details, not previously included in the bylaws, regarding the application and operation of the indemnification provisions similar to those found in indemnification agreements.

4. The bylaws now require approval by the Board of Directors before the Company can decline to purchase and maintain directors and officers' liability insurance coverage with limits at least as favorable to directors and officers as in effect as of July 29, 2014.


The above description of the modifications to Article VI of the Bylaws does not purport to be a complete statement of the provisions thereof. Such description is qualified in its entirety by reference to the amendment, which is attached to this Current Report on Form 8-K as Exhibit 3.2 and incorporated herein by reference.

Item 9.01: Financial Statements and Exhibits

(c) Exhibits.

3.2 Amendment to Bylaws Covisint Corporation dated July 29, 2014.


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