Balchem Corporation
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 06/23/2020   Download
SEC Document
SEC Filing
On June 18, 2020, the Board the Corporation amended and restated its Bylaws. The amendments include the following: (i) a change to make the date of the annual shareholders’ meeting more general rather than specifying a particular month; (ii) addition of the offices of Chief Executive Officer and Chief Financial Officer; (iii) certain provisions for the giving of electronic notice; (iv) an advance notice provision for shareholder nominations and proposals; (v) clarifications with respect to the voting of shares by certain shareholders (corporations, limited liability companies, joint ventures, trusts or other entities); (vi) clarification that a directors meeting may adjourned if less than a majority of directors is present; (vii) clarification with respect to the number of directors required to adopt resolutions, (viii) a provision requiring that the removal of director may only be accomplished by special shareholders’ or directors’ meeting convened for such purpose; (ix) the addition of a provision for telephonic meetings; (x) specification with respect to those individuals who may chair shareholders and directors’ meetings; (xi) a reliance provision – specifying that directors may rely on certain information provided to them in the performance of their duties; (xii) the addition of a ratification provision;  (xiii) the addition of a provision for emergency meetings; (xiv) clarification with respect to the use of the corporate seal; (xv) the addition of an advancement of expenses provision to the directors’ and officers’ indemnification; (xvi) the addition of provision requiring a supermajority vote for the repeal of the advance notice provision; and (xvii) an exclusive forum provision.