Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective
• Article 2 (Shareholders Meetings) was amended to: • Expressly provide that a meeting of the shareholders may be held by means of the Internet or other electronic communications technology. • Permit shareholders entitled to cast at least 1/5th of the vote which all shareholders are entitled to cast at a particular meeting to call a special meeting of the shareholders. • Article 10 was amended to: • Set forth a mandatory retirement age and term limits for directors. • Article 17 was amended to: • Update definitions of officers. • Article 18 was amended to: • Establish and/or clarify the duties and powers of the Chair, Lead Independent Director and Vice Chair of the Board. • Article 19 was amended to: • Define the position of Chief Executive Officer and update the duties and powers of the President.
Additionally, the Amended and Restated Bylaws eliminate certain language that was no longer applicable and make other ministerial and conforming changes.
The foregoing summary of the Amended and Restated Bylaws is qualified in its entirety by reference to, and should be read in conjunction with, the Amended and Restated Bylaws filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. In addition, a marked copy of the Amended and Restated Bylaws showing all changes made to the Corporation's prior bylaws is filed as Exhibit 3.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 3.1 Amended and Restated Bylaws ofMid Penn Bancorp, Inc. as ofFebruary 23, 2022 3.2 Marked Version of Amended and Restated Bylaws ofMid Penn Bancorp, Inc. as ofFebruary 23, 2022 104 Cover Page Interactive Date File (embedded within the XBRL document)
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