Surgalign Holdings, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 10-Q on 11/16/2020   Download
SEC Document
SEC Filing

Amendment and Restatement of Bylaws


On November 13, 2020, following a comprehensive review of its bylaws, the Board of Directors (the “Board”) of the Company adopted Amended and Restated Bylaws, effective the same date. The primary changes effected by the amendment and restatement, among other things, are to:



Expressly provide that meetings of stockholders of the Company may be held by means of remote communication and expressly establish procedures therefor;


Clarify that the stock ledger of the Company furnished in connection with meetings of stockholders may be provided electronically;


Clarify that the Board may postpone, reschedule or cancel annual meetings of stockholders previously scheduled by the Board;


Clarify the authority of the Board and the chairperson of stockholder meetings with respect to the conduct of such meetings;


Update and clarify procedural requirements in connection with stockholder nominations of directors and submission of stockholder proposals for consideration at stockholder meetings, including deadlines;


Clarify provisions relating to the compensation of directors;


Update and clarify provisions relating to meetings of the Board or its action by written consent;


Update and clarify provisions relating to the position of Chairman of the Board in light of the separation of the CEO and Chairman positions;



Remove inapplicable references to an Executive Committee of the Board and a Vice Chairman of the Board;


Clarify the ability to give notice by electronic transmission;


Clarify procedural provisions regarding the signatures upon stock certificates;


Clarify that determinations of conduct in connection with the provision of indemnification may also be made by a committee of directors not party to the matter for which indemnification is sought;


Provide for the Delaware Court of Chancery (or, if the Delaware Court of Chancery does not have jurisdiction, other courts within the State of Delaware) to be the exclusive forum for certain legal actions, including certain stockholder and intra-corporate disputes, and provide for the federal district courts of the United States to be the exclusive forum for causes of action arising under the Securities Act of 1933, as amended; and


Make other clarifying and conforming changes, including to conform to current provisions of the Delaware General Corporation Law.