0001512779-17-000012.txt : 20170810 0001512779-17-000012.hdr.sgml : 20170810 20170810125955 ACCESSION NUMBER: 0001512779-17-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170810 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170810 DATE AS OF CHANGE: 20170810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOULDER GROWTH & INCOME FUND CENTRAL INDEX KEY: 0000102426 IRS NUMBER: 132729672 STATE OF INCORPORATION: MD FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 811-02328 FILM NUMBER: 171020702 BUSINESS ADDRESS: STREET 1: 2344 SPRUCE STREET STREET 2: SUITE A CITY: BOULDER STATE: CO ZIP: 80302 BUSINESS PHONE: 3034445483 MAIL ADDRESS: STREET 1: 2344 SPRUCE STREET STREET 2: SUITE A CITY: BOULDER STATE: CO ZIP: 80302 FORMER COMPANY: FORMER CONFORMED NAME: USLIFE INCOME FUND INC DATE OF NAME CHANGE: 19920703 8-K 1 bif8k081017.htm BIF 8-K

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

August 10, 2017 (August 1, 2017)
Date of Report (Date of earliest event reported)

Boulder Growth & Income Fund, Inc.
 (Exact name of registrant as specified in its charter)

 
Maryland
 
 
811-02328
 
 
13-272967
 
(State or other jurisdiction of incorporation)
 
 
(Commission File Number)
 
 
(IRS Employer Identification No.)
    
 
2344 Spruce Street, Suite A
Boulder, CO
 
80302
(Address of principal
executive offices)
 
(Zip Code)
 
(303) 444-5483
(Registrant's telephone number, including area code)
 
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 7.01 – Regulation FD Disclosure

At its meeting on August 1, 2017, the Board of Directors of Boulder Growth & Income Fund, Inc., a Maryland corporation (the "Corporation") approved and adopted the First Amendment (the "Amendment") to the Amended and Restated Bylaws of the Corporation. The Amendment became effective August 1, 2017 and provides for state and federal courts located in the State of Maryland being the exclusive forum for bringing actions against the Corporation. The Corporation previously has not had any bylaw provision that specifies Maryland or any other jurisdiction as the forum for bringing actions against the Corporation.

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.



Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits.

3.1
First Amendment to the Amended and Restated Bylaws of the Corporation


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.



Date: August 10, 2017                                                                                                  By:            /s/ Stephen C. Miller
Stephen C. Miller
President
 EX-3.1 2 bif8kex31.htm BIF 8-K EXHIBIT 3.1

Exhibit 3.1
 
FIRST AMENDMENT TO THE
  AMENDED AND RESTATED BYLAWS
OF THE
BOULDER GROWTH & INCOME FUND, INC.

This First Amendment (the "First Amendment") to the Amended and Restated Bylaws (the "Bylaws") of the Boulder Growth & Income Fund, Inc., a Maryland Corporation (the "Corporation"), was made by the Board of Directors of the Corporation on August 1, 2017 pursuant to Article XIII of the Bylaws.

The following Article XIV shall be added to the Bylaws to read in its entirety as follows:

ARTICLE XIV
EXCLUSIVE FORUM

Unless the Corporation consents in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, (or, in the event that that Court does not have jurisdiction, the federal district court for the District of Maryland, Baltimore Division or other state courts of the State of Maryland) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation; (b) any action asserting a claim of breach of any duty owed by any director, officer or other employee of the Corporation to the Corporation or to the Corporation's stockholders; (c) any action arising pursuant to any provision of the Maryland General Corporation Law or the charter of the Corporation or these Bylaws (as each may be amended from time to time); (d) any action to interpret, apply, enforce or determine the validity of the charter of the Corporation or these Bylaws; or (e) any action asserting a claim against the Corporation governed by the internal affairs doctrine. Any stockholder filing an action within the scope of this Article XIV that is pending in the Circuit Court for Baltimore City shall be deemed to have consented to the assignment of such action to the Business and Technology Case Management Program. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of, and to have consented to, the provisions of this Article XIV. If any action within the scope of this Section is filed in a court other than a court located within the State of Maryland (a "Foreign Action") in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Maryland in connection with any action brought in any such court to enforce this Article XIV and (ii) having service of process made upon such stockholder in any such action by service upon such stockholder's counsel in the Foreign Action as agent for such stockholder.
__________

This First Amendment shall be effective as of August 1, 2017.  Except as specifically amended by this First Amendment, all other provisions of the Bylaws shall remain in full force and effect.