8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

Date of Report (Date of earliest event reported): July 6, 2015

COPSYNC, INC.

(Exact name of registrant specified in charter)

Delaware	000-53705	98-0513637
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

16415 Addison Road, Suite 300, Addison, Texas 75001

(Address of principal executive offices)  (Zip Code)

(972) 865-6192

 (Registrant’s telephone number, including area code)

 (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))

Section 5 – Corporate Governance and Management

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

On July, 6, 2015, the Board of Directors of COPsync, Inc. (the “Company”) approved several amendments to the Bylaws (the “Bylaw Amendments”) to (1) revise the voting standard for written consents taken in lieu of a meeting of stockholders to permit such actions to be taken by majority consent in certain circumstances and (2) to provide for the office of chief executive officer and such powers and duties as are commonly incident to said office.

The above description of the Bylaw Amendments is qualified in its entirety by reference to the Bylaw Amendments, a copy of which is attached hereto as Exhibit 3.1.

Item 5.07               Submission of Matters to a Vote of Security Holders.

On July 7, 2015, the stockholders of record of approximately 50.8% of the Company’s outstanding voting stock (the “Consenting Stockholders”) executed and delivered to the Company a written consent in lieu of a stockholders’ meeting.  The Consenting Stockholders consisted of shares of stock beneficially owned by certain members of the Company’s officers and directors. The written consent delivered by the Consenting Stockholders authorized the following actions:

1.             A reverse stock split of our issued and outstanding shares of common stock, par value $0.0001 per share, by a ratio of not less than 1-for-25 and not more than 1-for-50 (the “Reverse Split”).  The Reverse Split may be effected at any time prior to December 31, 2015, at the exact ratio to be set at a whole number within the above range as determined by the Company’s Board of Directors in its sole discretion.  Further, the Company’s Board of Directors may, in its sole discretion, determine whether or not the Reverse Split is effected.

2.             The election of Russell D. Chaney, Ronald A. Woessner, J. Shane Rapp, Joel Hochberg, Joseph R. Alosa, Sr., Robert Harris and Brian K. Tuskan to the Board until the next annual meeting of stockholders or until their successors are duly elected (together with the Reverse Split, the “Actions”).

Because the majority stockholder has approved the Actions described above through execution of the written consent in accordance with Delaware law and the Company’s Amended and Restated Certificate of Incorporation and Bylaws, the Company does not intend to solicit consents from, or hold a meeting of, stockholders to approve the Actions. The Company filed a preliminary information statement with the Securities and Exchange Commission regarding this stockholder action on July 7, 2015.

Section 9 – Financial Statements and Exhibits

Item 9.01               Financial Statements and Exhibits.

Exhibit No.	Description
3.1	Amendments to Bylaws of COPsync, Inc.

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.

	COPSYNC, Inc.
Dated: July 10, 2015	By:	/s/ Barry W. Wilson
	Name:	Barry W. Wilson
	Title:	Chief Financial Officer

EX-3.1

Exhibit 3.1

AMENDMENTS TO BYLAWS

OF

COPSYNC, INC.

RESOLVED, Article IV, sec. 5 of the Company’s Bylaws is hereby amended and restated in its entirety to read as follows:

“Consents in Lieu of Meeting.

Except as otherwise expressly provided by the terms of any series of Preferred Stock permitting the holders of such series of Preferred Stock to act by written consent, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of the Corporation, unless the Board approves in advance the taking of such action by means of written consent of stockholders, in which case such action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum voting power that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation to its registered office in the State of Delaware, the Corporation’s principal place of business, or the Secretary of the Corporation.  Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the date the earliest dated consent is delivered to the Corporation, a written consent or consents signed by a sufficient number of holders to take such action are delivered to the Corporation by delivery to the Corporation’s registered office in the State of Delaware, the Corporation’s principal place of business, or the Secretary. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.  An electronic transmission consenting to the action to be taken and transmitted by a stockholder, proxyholder or a person or persons authorized to act for a stockholder or proxyholder shall be deemed to be written, signed and dated for purposes hereof if such electronic transmission sets forth or is delivered with information from which the Corporation can determine that such transmission was transmitted by a stockholder or proxyholder (or by a person authorized to act for a stockholder or proxyholder) and the date on which such stockholder, proxyholder or authorized person transmitted such transmission.  The date on which such electronic transmission is transmitted shall be deemed to be the date on which such consent was signed.  No consent given by electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and delivered to the Corporation by delivery either to the Corporation’s registered office in the State of Delaware, the Corporation’s principal place of business, or the Secretary of the Corporation.  Delivery made to the Corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested.  Notwithstanding the limitations on delivery in the previous sentence, consents given by electronic transmission may be otherwise delivered to the Corporation’s principal place of business or to the Secretary if, to the extent, and in the manner provided by resolution of the Board.  Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used; provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders were delivered to the Corporation as provided in this section.”

RESOLVED, Article IX, sec. 1 of the Company’s Bylaws is hereby amended and restated in its entirety to read as follows:

“The officers of the corporation shall be chosen by the board of directors and shall be a chief executive officer, a president, a secretary and a treasurer. The board of directors in its discretion may also elect a Chairman of the board of directors. The board of directors or chief executive officer may also choose one or more vice-presidents, and one or more assistance secretaries and assistant treasurers.”

RESOLVED, Article IX, sec. 7 of the Company’s Bylaws is hereby amended and restated in its entirety to read as follows:

“The chief executive officer shall be the chief executive officer of the corporation and shall preside at all meetings of the shareholders and, in the absence of the Chairman of the board of directors,. The chief executive officer shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. The chief executive officer shall have the power to call special meetings of the stockholders or of the board of directors or of the Executive Committee at any time.”

RESOLVED, Article IX is hereby amended by adding the following section. 7A:

“Section 7.A. President. The President shall have such power and perform such duties as may from time to time be assigned to such officer by the chief executive officer.”

RESOLVED, Article IX, sec. 8 of the Company’s Bylaws is hereby amended and restated in its entirety to read as follows:

“The chief executive officer shall execute bonds, mortgages and other contracts, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.”