Fulton Financial Corporation
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 05/21/2020   Download
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On May 19, 2020, the Board of Directors of Fulton Financial Corporation ("Fulton") adopted amendments to Fulton’s Bylaws, as further described below. These amendments were effective May 19, 2020. The Bylaws were amended in the manner summarized below:

Article I (Shareholder Meetings) Changes:

Section 4 (Notice of Meetings) - Amended to reduce the required notice period from ten days’ prior notice to five days’ prior notice to shareholders of any meeting, except for meetings that consider entity changes or fundamental transactions, which require ten days’ prior notice, consistent with the Pennsylvania Business Corporation Law of 1988, as amended (the “BCL”).

Section 6 (Voting List) - Amended to remove the requirement that a shareholder list be made available for inspection during a shareholder meeting and added the requirement that such list be furnished to any judges of election appointed for a meeting, consistent with the registered corporation provisions of the BCL.

The effect of the changes to section 4 is that Fulton may provide, and shareholders may receive, five days’ prior notice, rather than ten days’ prior notice, of most future meetings. This shorter notice period provides Fulton with additional flexibility to schedule meetings, but may impact the ability of shareholders to attend meetings. The effect of the changes to Section 6 is that shareholders will no longer be entitled to inspect the shareholder list during a meeting, but judges of election will have access to such list during a meeting. Shareholders remain entitled to inspect the shareholder list consistent with the registered corporation provisions of the BCL during regular business hours.

Article III (Committees) Changes:

Section 5 (Executive Committee) - Amended to remove certain restrictions on Executive Committee powers, consistent with the BCL.

The effect of these changes is to broaden the powers of the Executive Committee by removing previous restrictions on Executive Committee powers that were more restrictive than required by the BCL. As a result of these changes, the Executive Committee will now have the power and authority to: approve and authorize the sale and issuance of long term debt; declare dividends; authorize the issuance of stock; and authorize the redemption of stock or distributions to shareholders. Previously, these powers and authority had been reserved exclusively for the Board of Directors.
In addition, a number of immaterial amendments to the Bylaws were made to provide clarity and consistency within the Bylaws.