Jack Henry & Associates, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 07/05/2024
SEC Document
SEC Filing

On June 28, 2024, the Board of Directors (the “Board”) of Jack Henry & Associates, Inc. (the “Company”) approved amended and restated bylaws of the Company (as amended, the “Bylaws”), which became effective immediately. The amendments to the Bylaws consisted of the following revisions:

(i) Section 2.8 of the Bylaws was amended to provide that the voting standard for approving actions taken at a meeting of the stockholders will be as set forth in the certificate of incorporation of the Company (the “Certificate of Incorporation”), unless otherwise required by law or the Bylaws. Section 2.8 previously required the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter.

(ii) Article X of the Bylaws was amended to provide that the voting standard for amending the Bylaws will be as set forth in the Certificate of Incorporation. Article X previously required the vote of two-thirds of the outstanding shares of common stock to amend the Bylaws.

The Certificate of Incorporation currently contains provisions that are similar to the prior provisions of Section 2.8 and Article X. As such, the amendments to the Bylaws will have no substantive effect unless and until the corresponding provisions in the Certificate of Incorporation are amended.