Chevron Corporation
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 10/02/2020   Download
SEC Document
SEC Filing
The Board of Directors (the “Board”) of Chevron Corporation (the “Corporation”) amended and restated the Corporation's By-Laws (the "By-Laws"), effective September 30, 2020. The following is a summary of the substantive changes:

Amended Article I, Section 6 to reduce the vote threshold of the Board needed to form a Board committee (from a majority of the whole Board to a majority present at a meeting where a quorum is satisfied), and to allow members of a Board Committee to designate an alternate Director to serve as a substitute for a Director who is absent or disqualified;

Amended Article II, Section 2 and Section 11 to change the title of “Comptroller” to “Controller”;

Amended Article III, Section 1 to allow the Board the ability to delegate to corporate officers the authority to issue stock and to make explicit that the Board can delegate to officers the authority to set the exact time and terms of stock repurchases;

Amended Article IV, Section 7 (k)(ii) to recognize the repeal of section 162(m) of the Internal Revenue Code (the “IRC”) and to specify that stockholder-nominated Director candidates must meet the definition of “outside director” under the transition rules governing grandfathered compensation under former section 162(m) of the IRC; and

Added Article XI to provide an emergency By-Law provision under the Delaware General Corporation Law that will activate in the event an emergency condition prevents the Board or a Board Committee from obtaining a quorum for a meeting.