New Home Company Inc. (The)
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 11/01/2019   Download
SEC Document
SEC Filing

On October 29, 2019, the Board of Directors (the “Board”) of The New Home Company Inc. (the “Company”) amended and restated the Company's Amended and Restated Bylaws (the “Bylaws”) primarily to respond to the 2019 amendments to the Delaware General Corporation Law (the “DGCL”).  The amendments to Article II, Section 2.3, Article VI, and Article IX, Section 9.3 of the Bylaws respond to the amendment of Section 232 of the DGCL (relating to delivery of notice and notice by electronic transmission); the amendment of Article II, Section 2.8 of the Bylaws responds to the amendment of Section 212 of the DGCL (relating to proxies); and the amendment of Article III, Section 3.8 of the Bylaws responds to the amendment of Section 141(f) of the DGCL (relating to actions taken by written consent of the Board).  In addition, Article II, Section 2.1 and Article III, Section 3.1(a) were amended to specify that the notices described therein, if not mailed, must be delivered personally or by courier service; Article II, Section 2.4 of the Bylaws was amended to specify the persons who are authorized to adjourn or postpone a meeting of the Company’s stockholders; Article III, Section 3.1(b) was amended to specify that a director’s notice of resignation may be given in writing or by electronic transmission; Article III, Section 3.2 was amended to provide that regular meetings of the Board may be held without call and (except as provided by law) notice at such times as the Board of Directors may from time to time by resolution determine; Article III, Section 3.9 was amended to specify the quorum and vote requirements for committees of the Board; and Article V, Section 5.1 was amended to update the signature requirements for stock certificates.  Finally, certain conforming and updating amendments were also made.  These amendments to the Bylaws was effective immediately upon approval by the Board.