Gulf Island Fabrication, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 05/22/2020   Download
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The disclosure set forth in this Current Report on Form 8-K under Item 3.03 (Material Modifications to Rights of Security Holders) is incorporated by reference herein.  

 

In addition to the amendments to Sections 3.3 (Classes) and 3.6 (Filling Vacancies), the Board approved additional amendments to the by-laws designed to bring certain of the by-laws provisions better in line with the current Louisiana Business Corporation Act (LBCA) and to make certain other minor changes, including updating section references, conforming defined terms and certain other non-substantive changes. The following are the notable changes made to the by-laws:

 

 

revise procedures for preparing and making available the list of shareholders of record to be more in line with the LBCA (Article II, Section 2.5);

 

clarify the treatment of abstentions and broker non-votes (Article II, Section 2.10);


 

revise adjournment procedures for shareholders meetings to be more in line with the LBCA (Article II, Section 2.11);

 

clarify the effect of a shareholder’s withdrawal from a shareholders meeting on quorum (Article II, Section 2.12);

 

clarify procedures for lack of quorum (Article II, Section 2.13);

 

add reference to Sections 4.7 (Withdrawal) and 4.8 (Action by Consent) to clarify that such provisions apply to meetings of the committees of the Board (Article V, Section 5.2); and

 

clarify the duties of the Chairman of the Board, Secretary, Assistant Secretary and Treasurer of the Company (Article VII, Sections 7.3, 7.6, 7.7 and 7.8).