BAY BANKS OF VIRGINIA, INC. (OTCMKTS:BAYK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

BAY BANKS OF VIRGINIA, INC. (OTCMKTS:BAYK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 25, 2018, the Board of Directors of Bay Banks of Virginia, Inc. (the “Company”), holding company for Virginia Commonwealth Bank and VCB Financial Group, appointed Vance H. Spilman as director of the Company, effective immediately. Mr. Spilman has served as a director of the Company’s subsidiary board, VCB Financial Group, since November of 2017. Mr. Spilman is the Chief Executive Officer of Leaf Spring Schools, one of the preeminent preschool and after school providers of accredited early education with locations in the U.S. and China. Previously, he was President of Sweet Frog Enterprises, LLC, one of the nation’s largest frozen yogurt franchisors, leading growth initiatives that moved the company from a small chain to a national franchise.

Mr. Spilman will be entitled to the same compensation as the other non-employee directors, including an annual retainer and meeting attendance fees, as described in the Company’s proxy statement filed in connection with the 2018 annual meeting of shareholders.

A copy of the press release announcing Mr. Spilman’s appointment is attached to this report as Exhibit 99.1 and is incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 25, 2018, the Board of Directors of the Company adopted an amendment to Section 3 of Article III of the Company’s Bylaws to increase the number of directors from ten (10) to eleven (11).

The foregoing description of the amendment to the Company’s Bylaws is qualified in its entirety by reference to the full text of such Bylaws, as amended and restated. A copy of the amended and restated Bylaws is attached as Exhibit 3.2 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are filed herewith:


BAY BANKS OF VIRGINIA INC Exhibit
EX-3.2 2 tv503910_ex3-2.htm EXHIBIT 3.2   Exhibit 3.2   BYLAWS BAY BANKS OF VIRGINIA,…
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About BAY BANKS OF VIRGINIA, INC. (OTCMKTS:BAYK)

Bay Banks of Virginia, Inc. is a bank holding company that conducts its operations through its subsidiaries, Bank of Lancaster (the Bank) and Bay Trust Company (the Trust Company). The Bank is a state-chartered bank and a member of the Federal Reserve System. The Bank serves businesses, professionals and consumers with a range of financial services, including retail and commercial banking, investment services and mortgage banking. Its products include cash management accounts, individual retirement accounts, commercial and industrial loans, residential mortgages, commercial mortgages, home equity loans, consumer installment loans, investment accounts, insurance, credit cards and telephone banking. The Bank’s deposits include non-interest bearing demand deposits, interest bearing deposits and time deposits. The Trust Company provides management services for personal and corporate trusts, including estate planning, estate settlement and trust administration.

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