Extract: Bylaws Amended/Restated (Plain English Desc) (Inactive) from a 8-K on 02/22/2024
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SEC Filing
DownloadOn February 15, 2024, the Board of Directors (the “Board”) of P.A.M. Transportation Services, Inc. (the “Company”) approved and adopted the Second Amended and Restated By-Laws of the Company (the “Bylaws”), effective immediately. The Bylaws amend and restate the Amended and Restated By-Laws, as amended, which were originally adopted on December 6, 2007, to update and modernize certain provisions of the Bylaws consistent with current law, technology and practices. Among other things, the amendments to the Bylaws:
| · | permit shareholder meetings to be held by means of remote communication if authorized by the Board in its discretion; | |
| · | permit the Board and chairman of any shareholders’ meeting to prescribe certain rules for the conduct of shareholder meetings; | |
| · | add details regarding the execution, delivery and irrevocability of shareholder proxies and require that a shareholder directly or indirectly soliciting proxies from other shareholders use a proxy card color other than white; | |
| · | adopt advance notice procedures that require shareholders to notify and provide certain information to the Company not less than 90 days nor more than 120 days prior to a shareholder meeting for an item of business or director nominee proposed by the shareholder outside of the Company’s proxy materials to be properly brought before such meeting; | |
| · | address the universal proxy rules adopted by the U.S. Securities and Exchange Commission, by (a) clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements, and (b) providing that if any shareholder fails to comply with the requirements of Rule 14a-19, then the Company will disregard the nomination of each of the director nominees proposed by such shareholder and any proxies or votes solicited for such nominees; | |
| · | require the Board to call a special meeting of the Board if requested by a majority of our directors (instead of any two directors) and require the request to be in writing; | |
| · | confer general execution authority to certain officers on the Company’s behalf; | |
| · | incorporate prior Bylaw amendments; and | |
| · | make other technical, modernizing and clarifying changes that are consistent with current Company practices and Delaware law. |