Meta Financial Group, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 06/24/2020   Download
SEC Document
SEC Filing
On June 23, 2020, the Board of Directors (the “Board”) of the Company amended and restated the Company’s bylaws. The Second Amended and Restated By-laws of the Company, which became effective immediately upon adoption by the Board, includes amendments intended to:

Permit annual meetings to be held, at the Board’s discretion, by means of remote communication in compliance with applicable Delaware law;
Update the requirements related to advance notice by stockholders of director nominations and other business to be brought before an annual meeting of stockholders, including:

to require that such notice must be delivered or mailed to and received at the Company’s principal executive offices not less than 90 nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting (provided that the date of the annual meeting is advanced by no more than 20 days, nor delayed by more than 50 days, from the anniversary date of the preceding year’s annual meeting); and
to update the scope of information required to be provided by stockholder proponents with respect to the stockholder proponent, stockholder associated persons, and director nominees, as applicable;

Establish that the number of directors constituting the Board as fixed from time to time by the Board shall be no less than five nor more than 12 directors;

Clarify that the Company may have separate individuals in the roles of Chief Executive Officer and President, clarify the respective rights and powers of the Chief Executive Officer and President, and provide that the Chief Executive Officer must be a member of the Board rather than the President;




Remove the requirements related to the nominating committee of the Board, which are more properly contained in the committee’s charter as with the other committees established by the Board; and

Make certain additional changes to clarify, conform and update the bylaws, including among other things with respect to the procedures for the resignation and removal of officers, the duties and powers of certain officers, the use of share certificates, and the use of electronic means of communications and signatures.