California Water Service Group
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 10/05/2020   Download
SEC Document
SEC Filing

On September 30, 2020, the Board of Directors (the “Board”) of California Water Service Group (the “Company”) adopted amendments (the “Amendments”) to Sections 3.3, 9.3 and 9.16 of the Company’s Amended and Restated Bylaws (the “Bylaws”), effective as of such date.

 

The Amendments generally consist of process enhancements and technical changes with respect to the conduct of and procedures relating to stockholder meetings, including the following:

 

·Removing the provision relating to stockholder removal of officers. (Article III, Section 3.3 of the Bylaws.)

 

·Updating the provision relating to stockholders’ right to call a special meeting of stockholders, including to define “ownership” for purposes of Section 9.3, establish the process by which stockholders can request a special meeting and revoke such request, set forth notice and informational requirements related to such request, and specify the business permitted to be conducted at and the timing for conducting such special meeting. (Article IX, Section 9.3 of the Bylaws.)

 

·Updating the provision relating to stockholders’ rights to propose director nominees and other business to be considered at a stockholders meeting (other than Rule 14a-8 stockholder proposals), including to set forth procedural, notice and informational requirements related to such proposals, and move the deadline for submitting such proposals closer to the meeting date and establishing a window period for when proposals must be received by the Company (generally between 120 and 90 days in advance of the stockholders meeting). (Article IX, Section 9.16 of the Bylaws.)

 

·Making a number of immaterial modifications to provide clarification and consistency.