Unassociated Document
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): November 19, 2010
CHINA EDUCATION ALLIANCE,
INC.
(Exact name of registrant as specified
in its charter)
|
North Carolina
|
000-52092
|
56-2012361
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
58 Heng Shan Road, Kun Lun Shopping
Mall
Harbin, People’s Republic of
China
|
150090
|
| (Address
of principal executive offices) |
(Zip
Code) |
Registrant’s telephone number, including area code:
86-451-8233-5794
Benjamin Tan, Esq.
Sichenzia Ross Friedman Ference
LLP
61 Broadway, 32 Floor
New York, New York 10006
Phone:
(212) 930-9700
Fax: (212) 930-9725
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.
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
|
On November 19, 2010, the board of
directors of the Company unanimously resolved to amend Section 3 of Article III
of the Company’s By-laws by striking out the old Section 3, which
reads:
“Section 3 Number, Term and
Qualifications
There shall be such number of
Directors, not less than one (1) nor more than three (3), as may be fixed or
changed from time to time at a meeting of the shareholders called for such
purpose, but no reduction in the number of Directors shall of itself have the
effect of shortening the term of any incumbent Director. Each
Director shall hold office until the annual meeting next succeeding his election
or until his death, resignation, retirement, removal, disqualification or until
his successor is elected and qualified. Directors needs not be
residents of the State of North Carolina or shareholders of the
Corporation.”
and
replacing it with the following new Section 3:
‘Section 3 Number, Class, Term and
Qualifications
There
shall be such number of Directors, not less than one (1) nor more than five (5),
as may be fixed or changed from time to time at a meeting of the shareholders
called for such purpose but no reduction in the number of Directors shall of
itself have the effect of shortening the term of any incumbent
Director.
Commencing
with the annual meeting of stockholders in 2010, directors shall be divided into
two classes, as nearly equal in number as possible, designated as Class I and
Class II. The initial term of office of the Class I directors shall expire on
the date of the first annual meeting of stockholders following the end of the
2010 fiscal year (the "2011 Annual Meeting") and the initial term of office of
the Class II directors shall expire on the date of the first annual meeting of
stockholders next succeeding the 2011 Annual Meeting (the "2012 Annual
Meeting"). At each annual meeting of stockholders following such classification
and division of the members of the Board of Directors, Directors elected to
succeed those Directors whose terms expire shall be elected for a term of office
to expire at the second succeeding annual meeting of stockholders after their
election, so that the term of office of one class of directors shall expire in
each year. Each director shall hold office until the expiration of such
director's term of office and until such director's successor shall have been
elected and qualified, or until such director's earlier resignation, removal or
death. Directors need not be residents of the State of North Carolina or
shareholders of the Corporation.”
SIGNATURES
Pursuant to the requirements of the
Securities and Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly authorized.
| |
CHINA EDUCATION ALLIANCE,
INC. |
|
| |
|
|
|
|
Dated: November 23, 2010
|
By:
|
/s/
Zibing
Pan |
|
| |
Name:
|
Zibing
Pan |
|
| |
Title: |
Chief
Financial Officer |
|