COUNTY BANCORP, INC. (NASDAQ:ICBK) 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.
On January 17, 2017, the Board of Directors (the Board) of County
Bancorp, Inc. (the Company) voted to amend and restate the
Companys current bylaws as its Second Amended and Restated Bylaws
(Second Amended and Restated Bylaws).The Second Amended and
Restated Bylaws are effective as of January 17, 2017.
Changes contained in the Second Amended and Restated Bylaws
include:
(i) an amendment revising the set date of the annual meeting of
shareholders to the third Tuesday in May of each year, or at such
other date as may be fixed by the Board, and removing the set
time of the meeting (Section 2.01 of the Second Amended and
Restated Bylaws);
(ii) an amendment clarifying that directors are elected by a
plurality of votes cast, which reflects the requirements of the
Wisconsin Business Corporation Law and the voting standard that
has been used by the Company (Section 2.08 of the Second Amended
and Restated Bylaws);
(iii) an amendment revising the voting requirement necessary for
shareholders to take action without a meeting by a consent in
writing, changing the requirement of all shareholders to
shareholders with voting power sufficient to cast not less than
the minimum number of votes necessary to authorize an action, to
conform to the provisions of the Companys amended and restated
articles of incorporation (Section 2.14 of the Second Amended and
Restated Bylaws);
(iv) an amendment changing the minimum number of directors on the
board of directors from one to ten (Section 3.02(a) of the Second
Amended and Restated Bylaws);
(v) an amendment permitting notices of meetings of directors by
electronic mail, removing notice by telegraph, and shortening the
amount of time prior to a meeting that notice is required to be
given (Section 3.07 of the Second Amended and Restated Bylaws);
and
(vi) a new provision regarding forum selection stating that,
unless the Company consents in writing, the courts of the State
of Wisconsin shall be the sole and exclusive forum for certain
stockholder actions (Section 13.01 of the Second Amended and
Restated Bylaws).
The foregoing description of the Second Amended and Restated
Bylaws does not purport to be complete and is qualified by
reference to the full text of the Second Amended and Restated
Bylaws, which is attached as Exhibit 3.1 to this Current Report
on Form 8-K and incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No.Description
|
3.1 |
Second Amended and Restated Bylaws of County Bancorp, |
About COUNTY BANCORP, INC. (NASDAQ:ICBK)
County Bancorp, Inc. is a bank holding company. The Company’s primary activities consist of holding the stock of its subsidiary bank, Investors Community Bank (the Bank), and providing banking and related business activities through the Bank and its other subsidiaries. It operates in the community banking segment. The Bank is an independent community bank offering financial services focusing on the needs of agricultural businesses, with a primary focus on dairy-related lending with lending relationships in over 60 Wisconsin counties. It also serves business and retail customers throughout Wisconsin, but is focused on northeastern and central Wisconsin. Its customers are served from its service branches in Manitowoc and Stevens Point, and its loan production offices located in Darlington, Eau Claire, Fond du Lac, and Sheboygan. Its subsidiaries include Investors Insurance Services, LLC, County Bancorp Statutory Trust II, County Bancorp Statutory Trust III and County Acquisition LLC. COUNTY BANCORP, INC. (NASDAQ:ICBK) Recent Trading Information
COUNTY BANCORP, INC. (NASDAQ:ICBK) closed its last trading session down -0.17 at 25.79 with 4,135 shares trading hands.