Attached files
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| EX-3.1 - ARTICLES OF INCORPORATION / BYLAWS - COMMUNITY BANCORP /VT | exhibit31bylaws2020.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
July
15, 2020
(Date
of Report - Date of earliest event reported on)
Community
Bancorp.
(Exact
name of Registrant as Specified in its Charter)
|
Vermont
|
000-16435
|
03-0284070
|
|
(State
of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
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4811 US
Route 5, Derby, Vermont
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05829
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(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant's
Telephone Number: (802) 334-7915
Not Applicable
(Former
name, 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 (17CFR 203.425)
[ ]
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))
Securities
registered pursuant to Section 12(b) of the Act: NONE
|
Title
of Each Class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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|
|
(Not
Applicable)
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
|
|
|
Emerging
growth company ( )
|
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
( )
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Item 5.03. Amendments to Articles of Association and Bylaws; Change
in Fiscal Year
On July
15, 2020, the Board of Directors (the “Board”) of Community Bancorp. (the
“Company”)
adopted amendments to the Company’s Bylaws. The amendments
include the following:
Virtual and Hybrid Shareholder Meetings (New Section 2.04(b)) - authorizes purely virtual
shareholder meetings, as well as hybrid (combined virtual and
in-person) meetings. Such meetings are expressly permitted under
the Vermont Business Corporations Act (“VT BCA”).
Time for Submitting Shareholder Proposals and Nominations (Section
2.12(a)) - changes
the adjusted deadline, in some instances, for submitting
shareholder proposals and nominations when the annual meeting is
not held on the third Tuesday May. As revised, the adjusted
deadline will apply if the annual meeting is held more than 30 days
before or after the third Tuesday in May.
Shareholder Nominations for Director (Section 2.13(c)) - now requires that a
shareholder proposing to nominate an individual for election as a
director provide a statement confirming that the proposed nominee
meets the age qualification requirements in Section 3.07, in
addition to providing the other required information regarding the
proposed nominee.
Conduct of Shareholder Meetings (Section 2.14) - clarifies
the authority of the Chairman in the conduct of shareholder
meetings, including virtual and hybrid meetings.
Shareholder Access to Books and Records - deletes existing
Section 2.15, which details the rights of shareholders to inspect
Bancorp’s books and records, as that topic is comprehensively
addressed in the VT BCA, which will govern any such
request.
Age and Other Qualifications for Board Nominees (Section
3.07) - Increases to age 78 (from age 75 under previous
Board policy) the maximum age at which an individual may be
elected, re-elected or appointed to the Board; however, if a
director turns 78 while serving a term, he or she may continue to
serve the balance of the term of the class of directors to which he
or she was elected or appointed. In addition, the revised bylaw
provides that each Board nominee, regardless of age, will be
subject to such evaluation and review process as the Board may
adopt, as a condition to his or her nomination for election,
re-election or appointment to the Board.
Certain Officer Qualifications (Section 6.01) - deletes the
requirement that the President and the Chief Executive Officer be
Vermont residents and United States citizens.
Chair (Section 6.06) - revises and modernizes the
description of the role of the Chair and decouples that position
from that of the Chef Executive, consistent with best governance
practices and the Company’s current Board and management
structure.
Indemnification as Contract Right (Section 8.09) - clarifies
that the characterization of indemnification rights as a contract
right applies only to mandatory indemnification required under the
VT BCA.
Distributions (Section 10.01) - clarifies that shareholder
distributions may only be paid out of funds legally available
funds, in accordance with the VT BCA.
Electronic Signatures (New Section 10.08) - clarifies that
the Company is authorized to accept electronic signatures on any
document, including proxies, written consent resolutions and stock
transfer instructions, with the same effect as an original
signature.
In
addition to the foregoing, the Amended and Restated Bylaws include
other revisions and updates of a non-substantive nature that are
consistent with applicable provisions of the VT BCA.
The
foregoing summary of the amendments is qualified in its entirety by
reference to full text of the Amended and Restated Bylaws, which is
filed as an exhibit to this report.
2
The
amendments took effect on July 15, 2020, immediately upon adoption
by the Board.
Item 9.01. Financial Statements and Exhibits
(d)
Exhibits
Exhibit
99.1 – Amended and Restated Bylaws for Community Bancorp.
(amended and restated through July 15, 2020)
3
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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COMMUNITY
BANCORP.
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DATED:
July 15, 2020
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/s/
Kathryn M. Austin
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Kathryn
M. Austin, President &
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Chief
Executive Officer
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