Zion Oil Change in Fiscal YearItem 5.03 Amendment to the By-Laws
The Company By-Laws under section 3 of Article III added the Notification of Nominations requirement of (1) disclosure of any third-party compensation arrangements in connection with board candidacy or service and (2) if the nominee is a party to such compensation arrangements and also (3) written consent of the nominee to comply with Company polices of confidentiality and disclosure of conflicts.
The Company By-Laws under section 8 of Article III added that special meetings of the Board may also be called by the Vice Chairman and a majority of the Board and the agenda items for any special meeting shall be determined only by the Chairman, Vice Chairman, President, CEO, or Committee Chairman as appropriate.
The Company By-Laws under section 12 of Article III added that a director shall be disqualified from Board service and removed, if the director fails to disclose third-party compensatory arrangements in connection with Board candidacy or the director is a party to any compensatory arrangement or understanding outside the Company in connection with Board service.
The Company By-Laws under section 15 of Article III added, if there was timely disclosure of a compensation conflict, the Board still can exclude such conflicted director from special committees and any special Board meetings if the conflicted topic is being discussed with additional restrictions to confidential information on the conflicted topic and the conflicted director must recuse himself in conflicted voting situations with the Board.
The Company By-Laws under section 10 of Article IV, unless requested by the majority of the board, each committee will decide whether to have formal minutes and what information to release during committee meetings.
Under Section 9 of Article IX of the By-Laws, the Board may, upon the affirmative vote of at least two-thirds of the directors, amend the By-Laws. Based upon the recommendation of management, the above changes were approved unanimously by the Board on August 10, 2017. The effective date of the amendment to the Amended and Restated Bylaws of Zion Oil & Gas, Inc. is August 10, 2017 and the amended By-Laws are provided under Exhibit 3(i).1.
Item 9.01 Financial Statements and Exhibits.
|Exhibit 3(i).1||Amended and Restated Bylaws of Zion Oil & Gas, Inc.|
ZION OIL & GAS INC ExhibitEX-3.(I)1 2 f8k081017ex3i1_zionoilgasinc.htm AMENDED AND RESTATED BYLAWS OF ZION OIL & GAS,…To view the full exhibit click
About Zion Oil & Gas, Inc. (NASDAQ:ZN)
Zion Oil & Gas, Inc. is an oil and gas exploration company. The Company holds a petroleum exploration license onshore Israel, the Megiddo-Jezreel License (MJL), comprising approximately 99,000 acres. The MJL is onshore, south and west of the Sea of Galilee. The Company has drilled approximately four exploratory wells. The Company has not generated any revenues.