Ameris Bancorp (NASDAQ:ABCB) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Ameris Bancorp (NASDAQ:ABCB) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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Effective July 18, 2017, the Board of Directors of Ameris Bancorp (the “Company”) amended and restated the Company’s Bylaws (the “Amended and Restated Bylaws”) to change the mandatory retirement age for the Company’s directors from 70 years to 75 years. Under the revised provision, as set forth in Article III, Section 2(a) of the Amended and Restated Bylaws, each director is required to retire at the annual meeting of the Company’s shareholders that follows the date such director attains age 75.

In addition, the Amended and Restated Bylaws provide that the required officers of the Company shall include a Chief Executive Officer, which previously was not a required office but one that the Board of Directors could create in its discretion. As provided in Article IV, Section 6 of the Amended and Restated Bylaws, the Chief Executive Officer shall be the chief executive officer of the Company and the President (provided there is one), in addition to having such other duties as may be delegated to him or her by the Board of Directors or the Chief Executive Officer, shall perform those of the Chief Executive Officer in the absence or disability of the Chief Executive Officer or at the direction of the Chief Executive Officer.

The Amended and Restated Bylaws also contain clarifications, updates and revisions to certain other provisions, including those relating to meetings of shareholders (Article II, Section 4), conduct of meetings of shareholders (Article II, Section 6) and amendment of, or successor to, director and officer indemnification provisions (Article VII, Sections 6 and 7).

This description of the amendments to the Company’s Bylaws is qualified in its entirety by reference to the text of the Amended and Restated Bylaws, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.
3.1 Bylaws of the Company, as amended and restated effective July 18, 2017.


Ameris Bancorp Exhibit
EX-3.1 2 v471202_ex3-1.htm EXHIBIT 3.1 Exhibit 3.1   BYLAWS OF AMERIS BANCORP AS AMENDED AND RESTATED THROUGH JULY 18,…
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About Ameris Bancorp (NASDAQ:ABCB)

Ameris Bancorp is a financial holding company. The Company’s business is conducted through its banking subsidiary, Ameris Bank (the Bank), which provides a range of banking services to its retail and commercial customers. The Company operates through four segments: the Banking Division, the Retail Mortgage Division, the Warehouse Lending Division and the SBA Division. The Banking Division is engaged in the delivery of financial services, which include commercial loans, consumer loans and deposit accounts. The Retail Mortgage Division is engaged in the origination, sales and servicing of one- to four-family residential mortgage loans. The Warehouse Lending Division is engaged in the origination and servicing of warehouse lines to other businesses that are secured by underlying one- to four-family residential mortgage loans. The SBA Division is engaged in the origination, sales and servicing of small business administration (SBA) loans.

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