UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
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) March 5, 2007
GENERAL MOTORS CORPORATION
--------------------------
(Exact Name of Registrant as Specified in its Charter)
STATE OF DELAWARE 1-143 38-0572515
----------------- ----- ----------
(State or other jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
300 Renaissance Center, Detroit, Michigan 48265-3000
----------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (313) 556-5000
--------------
================================================================================
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:
{ } 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(a) Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
On March 5, 2007, the Board of Directors of General Motors Corporation approved
amendments to the Corporation's Bylaws effective immediately.
Section 2.1, which establishes the number of directors as 12 unless changed from
time to time by resolution of the Board of Directors, was amended to add that
the Board will not change the number of directors to less than 3 nor more than
17 without the consent of GM's stockholders. (The current number of directors,
established by resolution of the Board, is 11.) The amendment also added a
provision stating that there is no vacancy on the Board as long as the number of
directors in office is equal to the number of directors established in Section
2.1 or by a resolution of the directors pursuant to Section 2.1.
In addition, Section 3.1 was amended to provide that the standing committees of
the Board include (rather than comprise) the committees listed in that section,
and to authorize the Board to establish an administrative committee to deal with
matters that are not expressly reserved to the jurisdiction of the Board or one
of its committees according to its delegation of authority and are not otherwise
significant. Section 3.2 has been amended to identify the specific committees of
the Board for which the members and chairmen shall be elected annually and that
are subject to the requirements that only Independent Directors shall be
members, rather than refer to the standing committees of the Board.
ITEM 9.01 Financial Statements and Exhibits
Exhibit Description
------- --------------------------------------------------------------
3.1 Bylaws of General Motors Corporation, as amended March 5, 2007
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.
GENERAL MOTORS CORPORATION
--------------------------
(Registrant)
Date: March 9, 2007 By: /s/ NICK S. CYPRUS
--- ------------------
(Nick S. Cyprus
Controller and
Chief Accounting Officer)