GTY Technology Holdings Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 07/27/2021   Download
SEC Document
SEC Filing

On and effective July 26, 2021, the Board of Directors (the “Board”) of GTY Technology Holdings Inc. (the “Company”) approved Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”).

 

The Amended and Restated Bylaws change the number of votes properly cast at a meeting of shareholders that are required to elect a director when a quorum is present and there are not more persons nominated for election as directors at such meeting than there are directors to be elected at such meeting (an “Uncontested Election Meeting”):

 

·Previously, Section 3.7(a) of the Bylaws of the Company provided that a nominee for director at an Uncontested Election Meeting would be elected to the Board if the votes properly cast “for” such nominee’s election exceeded the votes properly cast “against” such nominee’s election (with “abstentions,” “broker non-votes” and “withheld votes” not counted as a vote “for” or “against” such nominee’s election).

 

·As modified by the Amended and Restated Bylaws, Section 3.7(a) provides that a nominee for director at any Uncontested Election Meeting will be elected to the Board if the majority of votes properly cast at such meeting (with “abstentions” and “broker non-votes” not counted as votes cast) are cast “for” such nominee’s electio