MGE Energy, Inc.
Extract: Bylaws Amendment (Plain English Desc) (Inactive) from a 8-K on 03/24/2020   Download
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Bylaw Amendment

 

On March 20, 2020, MGE Energy, Inc.'s Board of Directors approved an amendment to MGE Energy's bylaws to provide the option of holding a virtual annual shareholders meeting in addition to the traditional meeting format in which shareholders attend at a scheduled location. A copy of the amended provisions is attached as Exhibit 3.1, and a copy of the bylaws, reflecting the amendments, is attached as Exhibit 3.2.

 

Prior to the amendment, the bylaws provided that shareholder meeting would be held at a physical place designated by the Board of Directors, which has been the preferred method for conducting shareholder meetings. Recent governmental directives have ordered limits on the physical gathering of groups of persons. Those directives include an indefinite prohibition on gatherings of fifty or more people reflected in a March 15, 2020 Order of the Public Health Officer of Madison and Dane County Imposing a Countywide Moratorium on Mass Gatherings of 50 or More People to Mitigate the Spread of COVID-19, and an indefinite prohibition on gatherings of ten or more people set forth in a March 17, 2020 Emergency Order #5 Prohibiting Mass Gatherings of 10 People or More by the Wisconsin Department of Health Services Secretary-designee. In light of these developments, the Board believes it to be prudent to have the ability to conduct meetings by remote means of communication so as to minimize or eliminate the physical gathering of people, or for other reasons in the best interests of the shareholders.

 

As amended, MGE Energy's bylaws allow the Board of Directors to determine that a shareholder meeting can be conducted solely by means of remote communication, or by means of a physical meeting supplemented by remote communication, in each case in accordance with the applicable provisions of the Wisconsin Business Corporation Law. Corresponding changes were made in other sections of the bylaws to recognize the possibility of participation by means of remote communications, including the supplementing the provision addressing notices for shareholder meetings to include a description of the means by which shareholders may participate in the meeting.