Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - PEOPLES BANCORP OF NORTH CAROLINA INC | pebk_8k.htm |
EXHIBIT (3)(i)(d)
AMENDMENT TO ARTICLES OF INCORPORATION,
AS AMENDED, OF PEOPLES BANCORP OF NORTH CAROLINA, INC.
This
amendment to the Articles of Incorporation adds the following new
Article IX immediately after the end of existing Article
VIII:
ARTICLE IX
Each
director shall be elected by a majority of the votes cast with
respect to the director by the shares represented in person or by
proxy and entitled to vote at any meeting for the election of
directors at which a quorum is present; provided, however, that, in
the event of a contested election of directors, directors shall be
elected by the vote of a plurality of the votes represented in
person or by proxy at any such meeting and entitled to vote in the
election of directors. For purposes of this Article IX, (a) a
majority of the votes cast means that the number of shares voted
“for” a director must exceed the number of votes cast
“against” that director; provided that neither
abstentions nor broker non-votes will be deemed to be votes
“for” or “against” a director’s
election; and (b) a contested election shall mean any election of
directors in which the number of candidates for election as
directors exceeds the number of directors to be elected and the
excess number is the result of a timely nomination by a shareholder
or shareholders in accordance with the Corporation’s Bylaws,
as determined by the Secretary of the Corporation. The filling of
any vacancy occurring in the Board of Directors shall be in
accordance with the Bylaws.