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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

On May 6, 2011, the UniSource Energy Board of Directors (“Board”) revised and restated the Company’s bylaws. The revised and restated bylaws added new provisions related to advance notification for shareholder proposals and nominations of directors. Although UniSource Energy has previously designated one of the directors as the Lead Director, the bylaws have also been revised to recognize this role. The provisions relating to officers have been revised to designate the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and General Counsel as officers who shall be elected by the Board. Additional changes were made to add existing provisions of Arizona corporate law to the bylaws. The revisions adopted on May 6, 2011 relate to Articles I through IV of the bylaws. The Board of Directors plans to continue its review of the remainder of the bylaws at a future date.

The revised bylaws provide that a shareholder can submit shareholder proposals and nominate candidates for election to the Board if he or she follows the advance notice provisions set forth in the bylaws.
 
With respect to director nominations and shareholder proposals to bring business before the annual meeting, shareholders must submit a written notice to the Corporate Secretary of UniSource Energy, containing information required by the advance notice provisions, not fewer than 90 nor more than 120 days prior to the first anniversary of the date of the Company’s previous year’s annual meeting of shareholders. However, if the date of the annual meeting has been changed by more than 30 days from the date of the previous year’s annual meeting, the written notice must be received not later than ten days after the day notice of the date of the annual meeting was mailed or public disclosure of the date was made, whichever first occurs.
 
Shareholder proposals and director nominations that are late or that do not include all required information will be rejected. This could prevent shareholders from bringing certain matters before an annual meeting, including proposing the election of non-incumbent directors.
 
A shareholder must also comply with all applicable laws in proposing business to be conducted and in nominating directors. The advance notice provisions of the bylaws do not affect rights of shareholders to request inclusion of proposals in UniSource Energy’s proxy statement pursuant to Rule 14a-8 of the Securities Exchange Act of 1934 and do not obligate UniSource Energy to include information as to any shareholder nominee for director in any proxy statement or other communication sent to shareholders.

The advance notice provisions of the bylaws may have an anti-takeover effect and may delay or prevent a tender offer or other acquisition transaction that a shareholder might consider to be in his or her best interest, including a transaction that results in a premium over the market price of the Company’s common stock. The summary of the provisions of the bylaws set forth above does not purport to be complete and is qualified in its entirety by reference to the bylaws filed herewith as Exhibit 3.1.