Attached files
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| EX-3.2 - SHORE BANCSHARES INC | v210254_ex3-2.htm |
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): February 3,
2011
SHORE
BANCSHARES, INC.
(Exact
name of registrant as specified in its charter)
|
Maryland
|
0-22345
|
52-1974638
|
|
(State
or other jurisdiction of
|
(Commission
file number)
|
(IRS
Employer
|
|
incorporation
or organization)
|
Identification
No.)
|
18 East Dover Street,
Easton, Maryland 21601
(Address
of principal executive offices) (Zip Code)
(410)
822-1400
(Registrant’s
telephone number, including area code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions:
oWritten communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
oPre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
INFORMATION
TO BE INCLUDED IN THE REPORT
ITEM 5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) Amendment
to By-Laws.
On February 3, 2011, the Board of
Directors of Shore Bancshares, Inc. (the “Corporation”) amended Sections 1, 2
and 3 of ARTICLE III of the Corporation’s Amended and Restated By-Laws to
confirm that the Board may separate the officer positions of President and Chief
Executive Officer and may confer upon and/or assign to the President and, if one
is elected, the Chief Executive Officer such powers and duties as the Board
deems appropriate. The
amendments removed certain provisions related to the description of the duties
of the President that were inconsistent with other provisions contained in
ARTICLE III regarding the Board's authority to empower someone other than the
President to serve as the Chief Executive Officer, and they clarified those
other provisions so that they expressly provide that the offices of the
President and the Chief Executive Officer may be held by two separate persons.
The amendments are set forth in a Third Amendment to Amended and Restated
By-Laws of Shore Bancshares, Inc., a copy of which is filed herewith as Exhibit
3.2.
ITEM
9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 3.2 Third Amendment to
Amended and Restated By-Laws (filed herewith).
SIGNATURES
Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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SHORE
BANCSHARES, INC.
|
||
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Dated: February
5, 2011
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By:
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/s/ W. Moorhead Vermilye
|
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W.
Moorhead Vermilye
|
||
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Chief
Executive
Officer
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||
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EXHIBIT
INDEX
Exhibit
Number Description
3.2 Third
Amendment to Amended and Restated By-Laws (filed herewith).
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