Artesian Resources Corporation
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 11/24/2020   Download
SEC Document
SEC Filing
The Board of Directors (the “Board”) of Artesian Resources Corporation (the “Company”) approved amendments to the Company’s By-laws (as amended and restated, the “By-laws”), which became effective on November 23, 2020. The amendments to the By-laws fall into the following three categories:

Enhancements to Advance Notices of Stockholder Proposals and Director Nominations
Enhance the procedures that stockholders need to follow in submitting stockholder proposals and director nominations for consideration at a meeting of stockholders.  (Article I, Section 1, paragraphs (2) and (3) of the By-laws.)
Enhance the information that the Board of Directors has access to regarding business proposed by stockholders for consideration at stockholder meetings and/or proposed director nominations, and the proponents thereof, so as to facilitate the ability of the Board to make informed voting recommendations to stockholders on any matter that will come before the meeting. (Article I, Section 1, paragraphs (2) and (3) of the By-laws.)
Provide procedural safeguards to ensure that only stockholder proposals and director nominations that comply with the language and intent of the advance notice provisions will be considered at meetings of stockholders. (Article 1, Section 1, paragraphs (2) and (3) of the By-laws.)
Update the advance notice provisions to require director nominees to submit to the Company a completed director questionnaire. (Article I, Section 1, paragraph (3) of the By-laws.)

The amendments to the advance notice provisions of the By-laws did not change the deadline by which stockholders must submit stockholder proposals and director nominations for consideration at a meeting of stockholders.

Enhancements to Provisions Relating to Stockholder Actions by Written Consent
Provide that the Company shall engage independent inspectors of elections for the purpose of promptly reviewing the validity of written consents of stockholders (and any revocations) delivered to the Company prior to the effectiveness of any such corporate actions by written consent. (Article 1, Section 9 of the By-laws.)
Provisions Relating to Electronic Transmissions and Communications
Add provisions relating to electronic transmissions and communications, including clarifying that electronic stockholder meetings are permitted and providing for electronic consents of directors to Board action. (Article I, Section 1, paragraph (1) and Article VII, Section 6.)

In addition to the foregoing, there were various other minor changes to the By-laws including, but not limited to, grammatical and other typographical corrections, formatting changes, revisions to headings, titles and captions, and capitalization of defined terms.