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EX-3.1 - EXHIBIT 3.1 - HMN FINANCIAL INCd249264dex31.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): October 25, 2011

 

 

HMN Financial, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   0-24100   41-1777397

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

1016 Civic Center Drive Northwest

PO Box 6057

Rochester, Minnesota

  55903-6057
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (507) 535-1200

 

(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 obligation of the registrant under any of the following provisions

 

¨ 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective October 25, 2011, the Board of Directors of HMN Financial, Inc. (the “Company”) amended its by-laws to establish the role of Vice Chairman of the Board of Directors and to clarify who presides over meetings of the stockholders and Board of Directors in the absence of the Chairman. Upon the amendment to the by-laws, Mahlon C. Schneider was elected by the Board of Directors to serve as Vice Chairman.

The foregoing description of the amendment to the Company’s by-laws does not purport to be complete and is qualified in its entirety by reference to the Company’s by-laws, as so amended, a copy of which is attached hereto as Exhibit 3.1 and incorporated by reference into this Item 5.03.

 

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

 

Exhibit
Number

  

Description

3.1    HMN Financial, Inc. By-Laws (As of October 25, 2011)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  HMN Financial, Inc.
  (Registrant)
Date: October 25, 2011  

/s/ Jon Eberle

  Jon Eberle
  Executive Vice President,
  Chief Financial Officer and Treasurer


Index to Exhibits

 

Exhibit

No.

  

Description

Exhibit 3.1    HMN Financial, Inc. By-Laws (As of October 25, 2011)