Community Financial System, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 05/16/2024
SEC Document
SEC Filing

On May 15, 2024, Community Bank System, Inc. (the “Company”) changed its corporate name to Community Financial System, Inc., pursuant to an Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on May 15, 2024 (the “Name Change”). The Name Change does not affect the rights of the Company’s shareholders and pursuant to Delaware law, a shareholder vote was not necessary to effectuate the Name Change. The Company’s ticker symbol will not change and its common stock will start trading on the New York Stock Exchange as Community Financial System, Inc. on May 24, 2024.

With respect to the amendments to the Certificate of Incorporation, the Amended and Restated Certificate of Incorporation changed the Company’s corporate name from Community Bank System, Inc. to Community Financial System, Inc. and updated the address for the Company’s registered agent in Delaware.

In addition, the Board of Directors of the Company (the “Board”) amended and restated the Company’s Amended and Restated Bylaws, effective as of the filing of the Amended and Restated Certificate of Incorporation, to reflect the Name Change and make certain other updates. Among other changes, the Amended and Restated Bylaws (i) updated the procedures and information requirements relative to the nomination of persons for election to the Board by the Company’s shareholders, including to address matters relating to the universal proxy rules set forth in Rule 14a-19 under the Securities Exchange Act of 1934, as amended, (ii) modified the provision regarding the availability of the Company’s shareholder list to reflect updates to the General Corporation Law of the State of Delaware (“DGCL”), and (iii) added an emergency bylaw provision to provide for altered procedures in the event of certain emergencies, in accordance with recent updates to the DGCL.