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
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JANUARY 27, 2006
N-VIRO INTERNATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-21802 34-1741211
(STATE OR OTHER (COMMISSION FILE (IRS EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION
INCORPORATION OR NO.)
ORGANIZATION)
3450 W. CENTRAL AVENUE, SUITE 328 TOLEDO, OHIO 43606
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (419) 535-6374
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 5.02(d) Election of Directors
At a meeting of the Board of Directors on January 27, 2006, the Company elected
James H. Hartung of Toledo, Ohio and Timothy Kasmoch of Archbold, Ohio as Class
II directors, effective until the Company's next annual meeting to be held in
2006. Mr. Hartung and Mr. Kasmoch have not been appointed to any committees as
of the date of this filing. Mr. Hartung and Mr. Kasmoch each hold no other
directorships or officer positions in other reporting companies. Mr. Hartung is
President and CEO of the Toledo-Lucas County (Ohio) Port Authority, and Mr.
Kasmoch is President and CEO of Gardenscape, a bagger and distributor of lawn
and garden products. Gardenscape provides trucking services to the Company.
Mr. Hartung is the father of Howard E. Hartung, Chief Operating Officer of the
Company.
Item 5.03 Amendment to Bylaws
(a) On January 27, 2006, the Board of Directors of the Company amended
two sections of the Company's Amended and Restated By-Laws. Article II, Section
5, which previously required either the President or any two of the directors
then in office was changed to require either the President, the Chairman of the
Board or any four directors then in office to call a special meeting. The
second was a change in the definition of quorum contained in Article II, Section
6. Previously a majority of directors then in office constituted a quorum of
directors for the conduct of business. The change now defines a quorum as a
majority plus one additional director then in office. Both changes to the
By-Laws are effective immediately. Attached as Exhibit 3.2 is a copy of the
Amended and Restated By-Laws.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
N-VIRO INTERNATIONAL CORPORATION
Dated: February 2, 2006 By: /s/ James K. McHugh
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James K. McHugh
Chief Financial Officer