HOPFED BANCORP, INC. (NASDAQ:HFBC) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On October3, 2017, upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors of HopFed Bancorp, Inc. (the “Company”) adopted amendments to the Bylaws of the Company. The amendments generally cover the following Bylaw provisions:
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Article III, Section1 was amended to provide that the Chairman, if present, shall preside at meetings of the Board of Directors and to delete conveying such authority to the President of the Company. |
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Article III, Section5, relating to notice of special meetings of the Board of Directors, was updated to authorize electronic transmission of notice of special meetings in place of delivery by telegram of notice of such meetings. |
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Article III, Section13, which establishes qualifications for nominees to and members of the Board of Directors, was amended to clarify, and modify in part, the situations in which persons may be disqualified for election to the Board. The material amendments to Section13 are as follows: |
| (i) |
the prohibition on service as a director by a person against whom a financial or securities regulatory agency has issued a cease and desist, consent, or other formal order, which previously had no time limit, has been revised to apply for the ten- year period following issuance of such an enforcement action; |
| (ii) |
the prohibition on service as a director by a person who 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 has been amended to disqualify any person convicted of a felony crime (without a minimum prison term requirement) or found liable in a non-criminal proceeding for fraud or some other act of dishonesty or deception; and |
| (iii) |
the prohibitions on service as a director by a representative, agent, or nominee (as defined in 12 C.F.R. Section212.2(n)) of, or a member of a group acting in concert with, another person who would not be eligible for service or of an entity the partners or controlling persons of which would not be eligible for service has been deleted and replaced by a provision that prohibits the service on the Board by a person found, after investigation by the nominating committee of the Board of Directors, to be under the control of any person who would not be eligible for service. |
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the amended and restated Bylaws of the Company, a copy of which is attached as Exhibit 3.1 and is incorporated herein by reference.
Item 5.03 Financial Statements and Exhibits
(d) Exhibits
| 3.1 |
HopFed Bancorp, Inc. Bylaws, as amended and restated |
HOPFED BANCORP INC ExhibitEX-3.1 2 d459919dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF HOPFED BANCORP,…To view the full exhibit click here
About HOPFED BANCORP, INC. (NASDAQ:HFBC)
HopFed Bancorp, Inc. is a savings and loan holding company that operates through its subsidiary, Heritage Bank USA, Inc. (the Bank). The Bank is a Kentucky state chartered commercial bank based in Hopkinsville, Kentucky, with branch offices in Kentucky and Tennessee. The business of the Bank primarily consists of attracting deposits from the general public and investing such deposits in loans secured by single family residential real estate and investment securities, including United States Government and agency securities, municipal and corporate bonds, collateralized mortgages obligations (CMOs), and mortgage-backed securities. The Bank also originates single-family residential/construction loans, and multi-family and commercial real estate loans, as well as loans secured by deposits, other consumer loans and commercial loans.