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
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Date
of Report (Date of earliest event reported)
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March
27, 2008
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ATLAS
MINING COMPANY
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(Exact
name of registrant as specified in its charter)
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Idaho
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000-31380
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82-0096527
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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1221
Yellowstone, Osburn, Idaho
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83849
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(Address
of principal executive offices)
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(Zip
Code)
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(208)
556-1181
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Issuer's
telephone number, including area code
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N/A
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(Former
name or former address, if changed since last
report.)
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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):
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[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230-425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240-14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.03
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Amendment
to Articles of Incorporation or ByLaws; Change in Fiscal
Year
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a)
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On
March 27, 2008, the Board of Directors of Atlas Mining Company (“the
Company”) amended and restated the Bylaws. The previous bylaws
were adopted in 1924 and the new bylaws were adopted to update the
previous ones in order to reflect current law and
practice. Major changes to the bylaws are described
below.
The
new bylaws include an advance notice bylaw for nominations by shareholders
and business brought before the meeting by a shareholder (for annual
meetings (except as set forth below, minimum notice period of 90 days
before the first anniversary of last year’s annual meeting and maximum
notice period of 120 days; for annual meetings if the meeting date of the
annual meeting is more that 30 days before or more than 60 days after such
anniversary and for special meetings, notice will be timely if made within
10 days after the public announcement of the meeting date.)
The
new bylaws provide that no shareholder action can be taken by written
consent.
The
new bylaws permit electronic notice of annual meeting to the extent
permitted by the Idaho Business Corporation Act and permit electronic
notification of directors’ meeting. They also provide for use
of electronic equipment at directors’ meetings.
The
new bylaws permit the issuance of uncertificated as well as certificated
securities.
The
new bylaws permit the amendment of the bylaws by the vote of a majority of
the total number of directors (five) provided for by the Articles of
Incorporation and by shareholders of not less than 2/3 of the
voting power.
The
new bylaws’ indemnification provisions provide that (i) for mandatory
indemnification for officers and directors to the extent that he is
involved in an action, suit, or proceeding by reason of the fact that he
is or was an officer or director, (ii) advancement of expenses before
final disposition of expenses is discretionary, and indemnification of
other employees or agents is
discretionary.
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Item
9.01
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Financial Statements and
Exhibits
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(d)
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3(ii).1
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Amended
and Restated Bylaws adopted March 27,
2008
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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.
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ATLAS
MINING COMPANY
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(Registrant)
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Date
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March
31, 2008
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/s/
WILLIAM T. JACOBSON
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By: William
T Jacobson
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Interim
Chief Executive Officer and President
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