Attached files
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| EX-3.1 - BYLAW AMENDMENT - VALLEY FINANCIAL CORP /VA/ | ex3-1.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 23, 2012
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VALLEY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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Virginia
(State or other jurisdiction
of incorporation)
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000-28342
(Commission
File Number)
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54-1702380
(I.R.S. Employer
Identification No.)
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36 Church Avenue, S.W.
Roanoke, Virginia
(Address of principal executive offices)
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24011
(Zip Code)
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Registrant’s telephone number, including area code: (540) 342-2265
Not Applicable
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On February 23, 2012, the Board authorized an amendment to the Company’s Bylaws. The amendment will revise Section 2.2 of the Bylaws to decrease the size of the Company’s Board of Directors from twelve (12) to eleven (11) directors. The amendment will not become effective until May 2, 2012, the date of the Annual Meeting.
The text of the amendment to the Bylaws, effective May 2, 2012, is attached as Exhibit 3.1 to this report.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description
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3.1
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Amendment to the Bylaws of the Company
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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.
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VALLEY FINANCIAL CORPORATION
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(Registrant)
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Date: February 28, 2012
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By:
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/s/ Kimberly B. Snyder
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Kimberly B. Snyder
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Executive Vice President and
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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3.1
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Amendment to the Bylaws of the Company
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