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TMCNet:  INCOMING, INC. FILES (8-K) Disclosing Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Change in Directors or Principal Officers, Financial Statements and Exhibits

[December 10, 2013]

INCOMING, INC. FILES (8-K) Disclosing Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Change in Directors or Principal Officers, Financial Statements and Exhibits

(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change inFiscal Year.

Pursuant to an action by written consent by the majority of the shareholders of Incoming, Inc. (the "Company") the shareholders authorized the filing of a Certificate of Amendment to the Articles of Incorporation of the Company and Amended and Restated Bylaws of the Company. The Certificate of Amendment became effective December 10, 2013 and the Amended and Restated Bylaws became effective on December 4, 2013.


Under the Company's Amended Articles of Incorporation, the authorized number of shares in the Company was increased from 75,000,000 to 200,000,000 shares, of which 196,000,000 will be Class A stock.

The Amended and Restated Bylaws of the Company were amended to, among other things, conform the Company's bylaws with the corporate laws of the State of Nevada, to require advance notice of shareholder proposals and nominations to the board of directors at any annual or special meeting, to provide that the size of the board of directors may be fixed by an action of the board within certain minimum and maximum numbers of members, to provide that directors will be elected by a plurality vote of the shareholders, to provide for certain new officer positions, to provide for indemnification to certain officers, directors and other persons serving at the request of the Company, and to make other clarifying changes.

The foregoing descriptions of the Certificate of Amendment to the Articles of Incorporation and the Amended and Restated Bylaws of the Company are not complete and are qualified in their entirety by reference to the copies of the Certificate of Amendment and the Amended and Restated Bylaws of the Company filed as Exhibits 3.1 and 3.2, respectively, to this Form 8-K, which are incorporated by reference herein.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On December 4, 2013, in connection with the action by written consent of a majority of the Company's shareholders, the shareholders increased the size of the board of directors of the Company from two directors to eight directors. In addition, the shareholders elected John W. Creasy, Jr., W. Dennis Curtis, Sr., James H. Gay, David Mixson, Don A. Nelson and Eric S. Norris, as directors of the Company to serve until the next annual meeting of the shareholders, their resignation or removal. Further, Mr. Samuel Bell Jr., the Company's Chief Executive Officer and Chairman and Mr. Frank Aaron Gay were ratified by the shareholders as directors.

Mr. Norris is an officer of the Company and its Vice President, Finance. There are no past, current or contemplated transactions between Messrs Creasy, Curtis, Gay, Mixson, Nelson or Norris requiring disclosure pursuant to Item 404(a) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

2 --------------------------------------------------------------------------------(d) Exhibits.

Exhibit No. Description of Exhibit 3.1 Certificate of Amendment to Articles of Incorporation of Incoming, Inc.

3.2 Amended and Restated Bylaws of Incoming, Inc.

3--------------------------------------------------------------------------------

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