Balchem Corporation
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 09/20/2022   Download
SEC Document
SEC Filing
On and effective September 15, 2022, the Board, as part of its periodic review of the Company’s governance documents, amended and restated the Company’s By-laws as follows:

Article I (Offices), Section 1 (Principal Office) – provides the Board with flexibility to determine the principal office location and registered agent of the Company, from time to time.

Article II (Meetings of Shareholders), Section 9 (Voting) – clarifies that (a) in uncontested elections, a majority of votes cast will be sufficient to elect a director and (b) in contested elections where there are more nominees than directors to be elected, a plurality of votes cast will be sufficient to elect a director.  All other matters require a majority of votes cast to be approved or authorized.

Article II (Meetings of Shareholders), Section 15 (Control Share Acquisition Act) – provides that Title 3, Subtitle 7 of the Maryland General Corporation Law shall not apply to any acquisition by any person of Company shares.

Article III (Directors), Section 2 (Number, Classification, Tenure, and Qualifications) – sets the number of directors between three and fifteen and provides the Board with the ability to determine the exact number of directors within this range, from time to time.  Further, clarifies that each of the three classes of directors will be set at one-third of the total number of directors, as nearly as possible.

Article V (Officers), Section 4 (Chief Executive Officer) – removes statement that the CEO shall be selected from among the directors.

Article V (Officers), Section 6 (Vice Presidents) – clarifies that the reference to Vice Presidents include Executive Vice Presidents and Senior Vice Presidents.

Article XI (Indemnity and Advancement of Expenses) – clarifies language to conform with Maryland law.