The Board of Directors of Safeguard Scientifics, Inc (NYSE:SFE) approved and adopted Second Amended and Restated Bylaws (the “Amended Bylaws”). Apart from non-substantive language and conforming changes, and other technical and cross-reference edits, the Amended Bylaws were amended and restated to modify the following provisions, which provisions were effective immediately upon adoption:
- Article I, Section 3, Article II, Section 7, Article III, Section 12, and Article IX, Section 13 were amended to update the cross references to the Pennsylvania Business Corporation Law of 1988, as amended;
- Article II, Section 1 was amended to provide clarifying language related to certain meeting requirements that apply to shareholder meetings held by means of electronic communication technology;
- A new Section 13 was added to Article II to add advance notice provisions, which set forth the process that a shareholder must follow to propose matters for action to be taken at a shareholder meeting, including director nominations; and
- Article VI, Section 7 was removed as the Rights Agreement referenced in that section terminated in 2010.