Cerner Corporation
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 03/23/2020   Download
SEC Document
SEC Filing
Effective March 20, 2020, Cerner Corporation's (the "Company") Board of Directors adopted amendments to the Company's Amended and Restated Bylaws (the "Bylaws") to expressly permit the Company to hold meetings of shareholders solely by means of remote communication. Specifically, the Bylaws were amended as follows:

Section 4 was amended to provide that the place of shareholder meetings may be in any physical location or by means of any remote communication as shall be designated from time to time by the Board.

Section 8 was amended to allow the chairman of a meeting (in addition to stockholders holding a majority of stock present in person or by proxy at the meeting) to adjourn the meeting in the event a quorum is not present to a specified time and place, which may include the means of remote communication, if any.

Section 10 was amended to provide that the Company's list of stockholders entitled to vote at a meeting may be made available on a reasonably accessible electronic network within the time frames required by the Bylaws and the Delaware General Corporation Law and, if a meeting is held solely by means of remote communication, such list shall be made available for inspection during the whole time of such meeting.

Section 11 was amended to provide that if the meeting is held by means of remote communication, then the notice of the meeting will include the means of remote communication for such meeting.

The foregoing amendments were approved in the form of an amendment and restatement of the Bylaws (the "Amended and Restated Bylaws").