American Natural Energy Corporation: Form 8-K

0001204459-11-002659.txt : 20111004 0001204459-11-002659.hdr.sgml : 20111004 20111004104028 ACCESSION NUMBER: 0001204459-11-002659 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111004 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111004 DATE AS OF CHANGE: 20111004 FILER: COMPANY DATA: COMPANY CONFORMED NAME: American Natural Energy Corp CENTRAL INDEX KEY: 0000870732 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731605215 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18956 FILM NUMBER: 111122071 BUSINESS ADDRESS: STREET 1: 6100 SOUTH YALE STREET 2: SUITE 300 CITY: TULSA STATE: OK ZIP: 74136 BUSINESS PHONE: 9184811440 MAIL ADDRESS: STREET 1: 6100 SOUTH YALE STREET 2: SUITE 300 CITY: TULSA STATE: OK ZIP: 74136 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN NATURAL ENERGY CORP DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: ALN RESOURCES CORPORATION DATE OF NAME CHANGE: 19600201 8-K 1 form8k.htm FORM 8-K American Natural Energy Corporation: Form 8-K - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 3, 2011

American Natural Energy Corporation
(Exact Name of Registrant as Specified in Its Charter)

Oklahoma
(State or Other Jurisdiction of Incorporation)

0-18596	73-1605215
(Commission File Number)	(IRS Employer Identification No.)

6100 South Yale – Suite 2010, Tulsa, Oklahoma	74136
(Address of Principal Executive Offices)	(Zip Code)

(918) 481-1440
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(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):

[ ] 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

The Board of Directors of American Natural Energy Corporation (the "Company") amended Section 2 of Article II of the Company's by-laws (the "By-laws"), effective as of October 3, 2011, to explicitly provide for the election of the Board of Directors by plurality vote. Prior to this amendment, the By-laws provided for the election of the Board of Directors by majority vote.

The full text of the Company's By-laws, as amended, is filed as Exhibit 3 to this Current Report, and Section 2 of Article II thereof, as amended, is incorporated into this Item 5.03 by reference.

Item 9.01. Financial Statements and Exhibits.

(d)	The following exhibits are filed herewith:

	3.1	By-laws, as amended.

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.

	American Natural Energy Corporation


Dated: October 3, 2011	By:	/s/ Michael K. Paulk
		Michael K. Paulk
		President

EXHIBIT INDEX

Exhibit No.		Description
3.1		By-laws, as amended.

EX-3.1 2 exhibit3-1.htm EXHIBIT 3.1 American Natural Energy Corporation: Exhibit 3.1 - Filed by newsfilecorp.com

Exhibit 3.1

UNANIMOUS CONSENT TO ACTION
IN LIEU OF A SPECIAL MEETING
OF THE BOARD OF DIRECTORS OF
AMERICAN NATURAL ENERGY CORPORATION

October 3, 2011

The undersigned, constituting all of the members of the Board of Directors of American Natural Energy Corporation, an Oklahoma corporation (the "Corporation"), do hereby, in lieu of conducting a special meeting, adopt the following resolutions with the same force and effect as if such resolutions had been duly presented and adopted at a special meeting of the Board of Directors of the Corporation (the "Board of Directors") duly called and held on this date at which all of the members of the Board of Directors were present and voted in favor of such action.

Amendment to By-laws

WHEREAS, that pursuant to the Eighth Article of the Corporation's Certificate of Incorporation and pursuant to Section 1, Article IX of the Corporation's by-laws, the undersigned desire to amend and restate Section 2 of Article II of the Corporation's by-laws.

NOW, THEREFORE, BE IT RESOLVED, that Section 2 of Article II of the Corporation's by-laws is hereby amended and restated in its entirety as follows:

"Section 2. Annual Meeting. Annual meetings of Shareholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At the annual meeting, the Shareholders shall elect, by a plurality vote, a Board of Directors and transact such other business as may properly be brought before the meeting."

The execution of this Unanimous Consent to Action of the Board shall constitute a written waiver of any notice as may be required by the Corporation's Certificate of Incorporation and Bylaws. Upon the execution of this Unanimous Consent to Action of the Board of Directors by all of the members of the Board the adoption of the above resolutions will be effective as of the date first above written. This Unanimous Consent to Action may be executed in multiple counterparts, each of which shall be an original, but all of which together shall constitute one and the same consent.

	/s/ Michael K. Paulk
	Michael K. Paulk


	/s/ Steven P. Ensz
	Steven P. Ensz


	/s/ William A. Grant
	William A. Grant


	/s/ Ben Shelton
	Ben Shelton