BERKSHIRE HILLS BANCORP, INC. (NYSE:BHLB) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

BERKSHIRE HILLS BANCORP, INC. (NYSE:BHLB) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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


On June 22, 2017, the Board of Directors of Berkshire Hills
Bancorp, Inc. (the “Company”) amended Article I, Section 6,
subsection (d) of the Company Bylaws to remove residency as an
eligibility requirement for service on the Board of Directors.

The amended Article I, Section 6, subsection (d) reads:
“(d) No person shall be eligible for election or appointment to
the Board of Directors: (i) if such person has, within the
previous 10 years, been the subject of supervisory action by a
financial regulatory agency that resulted in a cease and desist
order or an agreement or other written statement subject to
public disclosure under 12 U.S.C. 1818(u), or any successor
provision; (ii) if such person has been convicted of a crime
involving dishonesty or breach of trust which is punishable by
imprisonment for a term exceeding one year under state or federal
law; or (iii) if such person is currently charged in any
information, indictment, or other complaint with the commission
of or participation in such a crime. No person shall be eligible
for election or appointment to the Board of Directors if such
person is the nominee or representative of a company, as that
term is defined in Section 10 of the Home Owners’ Loan Act or
any successor provision, of which any director, partner, trustee
or shareholder controlling more than 10% of any class of voting
stock would not be eligible for election or appointment to the
Board of Directors under this Section 6. No person may serve on
the Board of Directors and at the same time be a director of more
than two other public companies, or their subsidiaries. No person
shall be eligible for election to the Board of Directors if such
person is the nominee or representative of a person or group, or
of a group acting in concert (as defined in 12 C.F.R. 225.41),
that includes a person who is ineligible for election to the
Board of Directors under this Section 6. The Board of Directors
shall have the power to construe and apply the provisions of this
Section 6 and to make all determinations necessary or desirable
to implement such provisions, including but not limited to
determinations as to whether a person is a nominee or
representative of a person, a company or a group, whether a
person or company is included in a group, and whether a person is
the nominee or representative of a group acting in concert.”

A copy of the Company’s Amended and Restated Bylaws is attached
to this Report as Exhibit 3.1 and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits

(a)

Financial Statements of Businesses Acquired. Not
applicable.

(b)

Pro Forma Financial Information. Not applicable.

(c)

Shell Company Transactions. Not applicable.

(d)

Exhibits.
Exhibit No. Description
3.1 Amended and Restated Bylaws of Berkshire Hills Bancorp, Inc.



BERKSHIRE HILLS BANCORP INC Exhibit
EX-3.1 2 form8k-062617_ex31.htm EXHIBIT 3.1 BERKSHIRE HILLS BANCORP,…
To view the full exhibit click here
About BERKSHIRE HILLS BANCORP, INC. (NYSE:BHLB)

Berkshire Hills Bancorp, Inc. (Berkshire) is a holding company for Berkshire Bank (the Bank) and Berkshire Insurance Group. Berkshire offers a range of deposit, lending, insurance and wealth management products to retail, commercial, not-for-profit and municipal customers in its market areas. Berkshire product offerings also include retail and commercial electronic banking, commercial cash management and commercial interest rate swaps. The Bank’s loan portfolio consists of commercial loans, which include residential mortgages, commercial real estate, commercial and industrial loans, and consumer loans. The Bank’s securities available for sale include municipal bonds and obligations, mortgage-backed securities, other bonds and obligations, and marketable equity securities. As of December 5, 2016, the Bank had 99 full service branch offices in Massachusetts, New York, Connecticut, Vermont, New Jersey and Pennsylvania.

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