Ormat Technologies, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 10-Q on 08/04/2022   Download
SEC Document
SEC Filing

On August 3, 2022, the Company’s board of directors (the "Board") adopted amendments to the Company's Sixth Amended and Restated By-laws (the "By-laws," and as so amended, the "Amended By-laws"). The Amended By-laws, among other things, (i) reflect amendments to the Delaware General Corporation Law, (ii) reflect recent developments in public company governance, (iii) remove certain outdated and obsolete provisions, (iv) clarify certain corporate procedures, and (v) make certain other administrative, modernizing, clarifying and conforming changes.

 

The Amended By-laws include amendments to do the following: update the informational requirements and procedures for stockholder requested special meetings; clarify that waiver of notice by directors and stockholders, director resignations and actions by written consent of the Board and any committee may also be given by electronic transmission; update and modernize the provisions governing stockholder voting lists and proxy appointments; update the informational requirements and procedures for any stockholder nominating individuals for election to the Board or proposing other business at a stockholder meeting, including to address the adoption by the SEC of “universal proxy” rules; clarify that the Company's books and records, including meeting minutes, may be kept in electronic form; update and streamline the provisions related to the appointment of the Company’s officers, including to provide that the officers of the Company include the Chief Executive Officer and a Secretary and such other officers as the Board may appoint in its discretion, including a President, and Chairman of the Board, and that the Board may delegate authority to the Chief Executive Officer (or in the absence of a Chief Executive Officer, the President) the power to appoint other officers; provide that the shares of stock of the Company will not be represented by certificates, unless provided by the Board; limit indemnification as of right under the by-laws to the Company's directors and officers (defined to include persons subject to Section 16 and "executive officers" under Rule 3b-7 under the Exchange Act, as well as Vice Present level employees); and provide that the Board may extend indemnification to the Company's employees and agents.