Allied Motion Technologies Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 11/04/2019   Download
SEC Document
SEC Filing

On October 31, 2019, the Board, upon recommendation by the Governance and Nominating Committee, approved the adoption of amended and restated By-laws (the “Restated By-laws”) to replace the Company’s existing By-laws (the “Prior By-laws”) effective immediately.  The Restated By-laws reflect prior amendments to the Colorado Business Corporation Act, as identified in connection with the Governance and Nominating Committee’s regular review of corporate governance issues, and generally have the effect of modernizing and updating the Prior By-laws.

 

The amendments include the following, among others: (i) providing the flexibility, but not the requirement, for the Company to maintain certain books and records in electronic format (Section 1.03); (ii) providing the flexibility, but not the requirement, for the Company to hold shareholder meetings by telecommunication (Sections 2.02 and the last paragraph of Section 2.07); (iii) establishing non-ownership related limitations on the shareholders’ right to demand a special meeting (Section 2.04(d)); (iv) requiring the appointment of one or more inspectors at meetings of shareholders (Section 2.12); (v) updating the advance notice and related procedural and disclosure requirements by which a shareholder may propose business in connection with an annual meeting of shareholders, including the nomination of a director (Section 2.14); (vi) removing from the Restated By-laws the age limit for a person nominated as a director as such provision was duplicative of the age limit specified in the Company’s Corporate Governance Principles; (vii) clarifying the process by which a director may tender his or her resignation (Section 3.05); (viii) providing that a director may be removed by majority vote of shareholders rather than a 2/3 super-majority vote (Section 3.06); (ix) clarifying the process by which a special meeting of the Board may be called (Section 3.09); (x) clarifying the process by which a Board meeting may be adjourned (Section 3.11); (xi) clarifying that the role of Chairman of the Board is not itself an officer position (Section 3.18); (xii) confirming the ability of Board to create committees consistent with the Colorado Business Corporation Act (Section 3.19); (xiii) clarified the process by which an officer may tender his or her resignation (Section 4.03); (xiv) permitting the Board to delegate the power to appoint and remove certain corporate officers to the Chief Executive Officer (Section 4.11); (xv) clarifying the ability of the Company to maintain insurance in connection with indemnification obligations (Section 5.02); (xvi) requiring notice to the shareholders if the Company indemnifies or advances expenses to a director (Section 5.03); and (xvii) clarifying that the By-laws are adopted subject to the Company’s Articles of Incorporation and applicable Colorado law (Section 8.04).