Key Highlights

  • TurnOnGreen's board approved and adopted amended and restated bylaws on September 25, 2026, effective on adoption.
  • Changes cover the company name reference, Shareholder meeting location and venue provisions, and the power to amend the bylaws.
  • The restated bylaws run to ten articles and 79 sections and are attached to the filing as Exhibit 3.1.
  • Section 7.15 designates courts in Clark County, Nevada as the exclusive forum for derivative actions and Fiduciary duty claims.

TurnOnGreen, Inc. (OTC:TOGI) filed a Form 8-K reporting that its Board of Directors approved and adopted amended and restated bylaws on September 25, 2026. The filing, made under Item 5.03 (Amendments to Articles of Incorporation or Bylaws), says the updated bylaws became effective upon approval and adoption by the board on that date.

The full text is attached as Exhibit 3.1. The cover page lists the company as a Nevada corporation and shows no securities registered under Section 12(b) of the Exchange Act.

What the Filing Says Changed

According to the 8-K, the board revised the bylaws in several respects. The updated document reflects a change to the name of the company as stated in the bylaws. The board also revised certain provisions relating to the location of shareholder meetings and the venue for certain actions. Changes were made to the power to amend the bylaws, and the document includes certain stylistic changes relating to referenced documents as well as typographical changes.

The filing describes these changes in general terms.

Provisions in the Exhibit

Exhibit 3.1 contains the full text of the updated bylaws, described as effective September 25, 2026. It has ten articles containing 79 sections. Section 2.1 permits shareholder meetings to be held "at any place within or outside the State of Nevada" or "solely by means of remote communication," as the board determines. Section 7.15 designates the federal or state courts located in Clark County, Nevada as the sole forum for derivative actions, fiduciary duty claims, claims under Nevada's corporate statutes and internal affairs matters, and excludes federal securities claims.

On amendment, the exhibit says the board may adopt, amend or repeal bylaws under Article X, subject to Nevada law and the company's articles, and that shareholders may amend the bylaws "by the vote required by applicable law and the Articles."

Other provisions in the exhibit include a shareholder quorum of a "majority of the voting power" (Section 2.6) and a board quorum of a "majority of the authorized number of directors" (Section 3.8). Section 3.2 calls for at least three directors, with the number set by board resolution. Section 5.1 requires a Chief Executive Officer and a Secretary, and Article IX provides for indemnification and advancement of expenses for directors and officers who meet the applicable standards of conduct.

They describe what the restated document says as filed.

About Item 5.03 Filings

Item 5.03 of Form 8-K is the item used to report amendments to a company's articles of incorporation or bylaws. Bylaws govern a company's internal procedures, such as how meetings are called, how directors act and how the bylaws themselves can be changed. The filing was signed on September 28, 2026 by Amos Kohn, identified as Chief Executive Officer and Chairman, and was filed with the SEC on September 29, 2026.

What TurnOnGreen's Restated Bylaws Change for Shareholders

Investors can read Exhibit 3.1 in full to compare its provisions with prior versions of the bylaws that the company has filed with the SEC.