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
Date of Report (Date of earliest event reported): September 19, 2005
ELECTRONIC CLEARING HOUSE, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 0-15245 93-0946274
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
730 Paseo Camarillo, Camarillo, California 93010
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (805) 419-8700
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(Former name or former address, if changes since last report)
SECTION 5 CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
Effective as of September 19, 2005, in accordance with the Bylaws of
the Registrant, Mr. Charles J. Harris was appointed as a member of the
Registrant's Board of Directors. On that date, Mr. Harris also
commenced his employment for the Registrant as its President and Chief
Operating Officer. Mr. Harris has served in executive, operational and
sales leadership positions at prominent organizations including
Paymentech and Electronic Data Systems. His last position was as
President of Merchant Link, a wholly-owned subsidiary of Paymentech,
which supplies electronic payment technologies and outsourced services
to the point-of-sale market. Mr. Harris holds a BA in Business
Administration with an emphasis in Finance from the University of
Texas.
No arrangement or understanding exists between Mr. Harris and any
other persons pursuant to which Mr. Harris was selected as a director.
The Board of Directors does not expect that Mr. Harris will join the
Board's Audit Committee, Compensation Committee or Governance and
Nominating Committee given his employment with the Registrant.
Since the beginning of the Registrant's last fiscal year, Mr. Harris
has had no direct or indirect material interest in any transaction
exceeding $60,000 to which the Registrant was a party.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
Effective as of September 19, 2005, to enable Mr. Harris to be
appointed, the Registrant's Board of Directors amended Section 2 of
Article III of the Registrant's Bylaws to read as follows:
"The designated number of directors which constitute the
board shall be the number fixed by resolution of the board
from time to time, which resolution shall at all times
remain consistent with the provisions of Section 1 of this
Article III; provided, however, that no decrease in the size
of the board of directors shall operate to remove any
sitting director prior to the concluding date specified for
his term of office."
Prior to the amendment, Section 2 of Article III of the Registrant's
Bylaws read as follows:
The present designated number of directors which constitute
the board shall be six (6). This number may be increased or
decreased by amendment to this section of the by-laws at any
duly authorized meeting of the board of directors called
with at least two weeks prior written notice of such
proposed amendment to each director; provided, however, that
no
decrease in the size of the board of directors shall operate
to remove any sitting director prior to the concluding date
specified for his term of office. Stockholders have a right
to remove the members of the board of directors with or
without cause, even if the board is classified, by a
majority of the outstanding shares entitled to vote.
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.
ELECTRONIC CLEARING HOUSE, INC.
(Registrant)
By: /s/ Alice Cheung
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Alice L. Cheung, Treasurer &
Chief Financial Officer
Dated: September 21, 2005