Eagle Financial Services Inc 8-K, filed May 20, 2021
Eagle Financial Services Inc (EFSI)
About this 8-K
Eagle Financial Services Inc filed this 8-K on May 20, 2021, reporting on events of May 18, 2021.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
2 East Main Street |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 18, 2021, the Board of Directors of the Company amended Article II, Section 2.2 of its Bylaws to decrease the size of the Board of Directors from thirteen (13) to eleven (11) members, effective immediately.
A copy of the Company’s Bylaws, as amended and restated, is attached as Exhibit 3.1 and is incorporated by reference in Item 5.03 of this Current Report on Form 8-K.
Item 5.07Submission of Matters to a Vote of Security Holders.
An Annual Meeting of Shareholders of Eagle Financial Services, Inc. (the “Company”) was held on May 18, 2021 for the purpose of considering and acting upon the following matters:
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1. |
To elect three (3) Directors, Mary Bruce Glaize, Cary C. Nelson and Deborah E. Addo each for a term of three (3) years. |
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2. |
To ratify the appointment of Yount, Hyde & Barbour, P.C., as our independent registered public accounting firm for the year ending December 31, 2021. |
The final voting results for each proposal, including the votes for and against, and any withheld, abstained, or broker non-votes, are described below.
Proposal 1 – Election of Directors
The Company’s shareholders elected all three nominees for director. For each nominee, the votes cast for and against, as well as withheld and broker non-votes, were as follows:
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For |
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Withheld |
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Broker Non-Vote |
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Mary Bruce Glaize |
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1,435,775 |
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14,751 |
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647,464 |
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Cary C. Nelson |
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1,446,132 |
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4,394 |
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647,464 |
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Deborah E. Addo |
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1,449,682 |
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844 |
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647,464 |
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s shareholders approved the ratification of the Audit Committee’s selection of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2020. The votes cast for and against this proposal, as well as the votes abstained, were as follows:
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For |
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Against |
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Abstain |
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2,093,176 |
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1,270 |
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3,544 |
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Item 9.01Financial Statements and Exhibits
(d) Exhibits.
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Exhibit No. |
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Description |
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104 |
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Bylaws of Eagle Financial Services, Inc.
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 20, 2021
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Eagle Financial Services, Inc. |
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By: |
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/s/ KATHLEEN J. CHAPPELL |
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Kathleen J. Chappell |
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Executive Vice President and CFO |
Exhibit 3.1
AMENDED AND RESTATED BY-LAWS
OF
EAGLE FINANCIAL SERVICES, INC.
ARTICLE I
Shareholders
SECTION 1.1. Annual Meeting. The annual meeting of the shareholders for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held on the third Tuesday in May of each and every year, or such other date as the Board of Directors (sometimes hereinafter referred to as the “Board”) may designate, at a time to be set by the Board. If that day is a legal holiday, the annual meeting shall be held on the next succeeding day that is not a legal holiday.
SECTION 1.2. Special Meetings. Special meetings of shareholders, unless otherwise provided by law, may be called at any time by the Board, the Chairman of the Board, or the President.
SECTION 1.3. Place of Meeting. Any annual meeting or special meeting of shareholders shall be held at such place, either within or without the Commonwealth of Virginia, or, in the case of virtual-only meetings, at no physical place but solely by means of remote communication, in each case, as the Board may in its discretion designate. If no place is designated by the Board, or if a special meeting is called otherwise than by the Board, the place of meeting shall be the principal office of the Corporation in the County of Clarke, Virginia.
SECTION 1.4. Notice of Shareholder Business. At an annual meeting of the shareholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a shareholder. For business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a shareholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation, not less than 60 days nor more than 90 days prior to the meeting; provided, however, that in the event that less than 70 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made. A shareholder’s notice to the Secretary shall set forth as to each matter the shareholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (b) the name and address, as they appear on the Corporation’s books, of the shareholder proposing such business, (c) the class and number of shares of the Corporation which are beneficially owned by the shareholder, and (d) any material interest of the shareholder in such business. Notwithstanding anything in the Bylaws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this Section 1.4. The Chairman of an annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of this Section 1.4, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.
SECTION 1.5. Notice of Meetings. Written notice stating the place (if any), day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten days nor more than sixty days before the date of such meeting (except as a different time is specified by law) by mail, by or at the direction of the Board, the Chairman of the Board, the President, or the Secretary, or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. Such notice shall be deemed to be given when deposited in the United States mail, with postage prepaid, addressed to the shareholder at his address as it appears on the stock records of the Corporation at the close of business on the record date established for such meeting.
SECTION 1.6. Fixing Record Date. The Board may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than seventy days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If no record date is fixed by the Board, as provided above, then the date on which notice of the meeting is mailed shall be the record date for such determination of shareholders.
Except as otherwise required by law, when a determination of shareholders entitled to vote at any meeting of shareholders has been made, as provided herein, such determination shall apply to any adjournment of such meeting.
SECTION 1.7. Voting Lists. The Secretary shall make available, beginning two business days after notice of each meeting of shareholders is given, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, with the address of and the number of shares held by each. Such list shall be arranged by voting group and within each voting group by class or series of shares. Such list shall be available for inspection by any shareholder, beginning two business days after notice of the meeting is given and continuing through the meeting, at the Corporation’s principal office or at a place (if any) identified in the meeting notice where the meeting will be held. Such list shall also be available at the meeting and shall be subject to inspection by any shareholder at any time during the meeting.
SECTION 1.8. Quorum. A majority of the shares entitled to vote by the applicable voting group, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders, except as otherwise required by law. If less than a majority of the shares entitled to vote are so represented at the meeting, then a majority of shares so represented may adjourn the meeting from time to time without further notice but may take no other action. At such adjourned meeting, at which a quorum is present in person or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally notified.
SECTION 1.9. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed and authorized by such shareholder or his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from its date, unless otherwise provided in the proxy.
SECTION 1.10. Voting of Shares. Each share entitled to vote at any meeting of shareholders, shall be entitled to one vote on each matter submitted to a vote at such meeting. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the subject matter be one requiring a greater vote under applicable law or the Corporation’s Articles of Incorporation, and except that in elections of Directors those receiving the greatest number of votes shall be deemed elected even though not receiving a majority.
At each election of Directors, every shareholder shall have the right to vote, in person or by proxy, the number of shares which he is entitled to vote at said meeting, for as many persons as there are Directors to be elected at said meeting, but cumulative voting shall not be permitted.
SECTION 1.11. Voting of Shares by Certain Holders. Shares of the Corporation which are held by it in a fiduciary capacity, or by another corporation, or by a partnership, or by two or more persons as joint tenants, tenants in common, or tenants by the entirety, or by an administrator, executor, guardian, committee or curator, or by a trustee, or by a receiver, or by a receiver or trustee under Title 11 of the United States Code, or by a pledgee, shall be voted only in accordance with the provisions of §13.1-662 of the Code of Virginia or any subsequently enacted applicable provision of said Code.
SECTION 1.12. Organization. At every meeting of shareholders, the Chairman of the Board of the Corporation shall act as Chairman of the meeting and shall appoint a Secretary of the meeting. If either or both of them are unable to so act, the Board may appoint other persons to serve in their stead. A full record of each meeting shall be made by its Secretary and such minutes shall be retained in the records of the Corporation. At every annual meeting, the President or the most senior available Vice President shall report on the operations of the Corporation during the preceding year.
SECTION 1.13. Judges of Election. Every election of Directors by shareholders shall be managed by two judges who shall hold and conduct the election at which they are appointed to serve; and, after the election, they shall file with the Secretary a certificate under their hands, certifying the result thereof and the names of the Directors elected. The judges of election, at the request of the Chairman of the meeting, shall also act as tellers of any vote by ballot taken at such meeting and shall certify the result thereof. The judges of election shall be appointed by the Board in advance of the meeting at which they are to serve but should the Board fail to make such appointment or if any judge of election for any reason should fail to attend and act at such meeting, a judge or judges of election may be appointed by the Chairman of the meeting.
ARTICLE II
Board of Directors
SECTION 2.1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.
SECTION 2.2. Number, Election and Terms; Nominations. Except as otherwise may be provided pursuant to the provisions of Article III of the Articles of Incorporation relating to the rights of holders of any class or series of stock having preference over the Common Stock as to dividends or upon liquidation to elect directors under specified circumstances, the number of the directors of the Corporation shall be fixed from time to time by the Board of Directors. The directors, other than those who may be elected by the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, shall be classified, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as possible, as determined by the Board of Directors of the Corporation, one class to be originally elected for a term expiring in one year, another class to be originally elected for a term expiring in two years, and another class to be originally elected for a term expiring in three years, with each class to hold office until its successor is elected and qualified. At each annual meeting of the shareholders of the Corporation. following the meeting at which all three classes are initially elected, the successors of the class of directors whose terms expire at that meeting shall be elected to hold office for terms expiring at the annual meeting of shareholders held in the third year following the year of their election. Nominations for the election of directors shall be given in the manner provided in. Section 2.13 of these Bylaws.
SECTION 2.3. Chairman of the Board. The Board of Directors may elect a Chairman from among its members to preside at all meetings of the Board and at all meetings of the Executive Committee. In his absence, the Vice Chairman shall perform the duties of the Chairman.
SECTION 2.4. Newly Created Directorships and Vacancies. Except as otherwise may be provided pursuant to the provisions of Article III of the Articles of Incorporation relating to the rights of holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect directors under specified circumstances, newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled by the affirmative vote of a majority of the remaining Directors then in office, even though less than a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall hold office until the next shareholders meeting at which directors are elected and until such director’s successor shall have been elected and qualified. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.
SECTION 2.5. Removal. Subject to the rights of holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect directors under specified circumstances, any director may be removed from office, with or without cause, but only by the affirmative vote of the holders of 80% of the combined voting power of the then outstanding shares of stock entitled to vote generally in the election of directors voting together as a single class.
SECTION 2.6. Regular Meetings. A regular meeting of the Board shall be held immediately after the annual meeting of shareholders without notice thereof. A majority of the full Board may provide, by resolution, the time and place for the holding of additional regular meetings. Such additional regular meetings shall be held upon notice of the time and place thereof.
SECTION 2.7. Special Meetings. Special meetings of the Board may be called by or at the request of the Chairman of the Board, the President or any three Directors. Notice of the time, place and purpose of each special meeting shall be given to each Director at either his business or residence address, as shown by the records of the Secretary, at least forty-eight hours previously thereto if mailed and twenty-four hours previously thereto if delivered or given by telegram or telephone. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage prepaid thereon. If notice be given by telegram, such notice shall be deemed delivered when the telegram, so addressed, is delivered to the telegraph company. Any Director may waive notice of any meeting and the attendance of a Director at a meeting shall constitute a waiver of notice of such meeting unless such director (i) objects to holding the meeting or transacting business at the meeting at the beginning thereof or promptly upon arrival, and (ii) does not thereafter vote for or assent to action taken at the meeting.
SECTION 2.8. Quorum. A majority of the Directors shall constitute a quorum for the transaction of business.
SECTION 2.9. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present, unless otherwise provided by law or these By-Laws, shall be the act of the Board. Any action required to be taken at a meeting of Directors, may be taken without a meeting if one or more consents in writing, setting forth action so taken, shall be signed by all of the Directors. Such written consent or consents shall have the same force and effect as a unanimous vote.
SECTION 2.10. Compensation. By a resolution of the Board, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board and each meeting of a committee, and may, in addition, be paid a fixed sum for serving as Director and for attendance at each such meeting. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.
SECTION 2.12. Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board at which action on any Corporation matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting, or unless he shall file his written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof.
SECTION 2.13. Nominations. Only persons who are nominated in accordance with the procedures set forth in this Section 2.13 shall be eligible for election as directors. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of shareholders by or at the direction of the Board of Directors or by any shareholder of the Corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 2.13. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a shareholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than 60 days nor more than 90 days prior to the meeting; provided, however, that in the event that less than 70 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Such shareholder’s notice shall set forth (a) as to each person whom the shareholder proposes to nominate for election or re-election as a director, (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of the Corporation which are beneficially owned by such person and (iv) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including without limitation such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (b) as to the shareholder giving the notice (i) the name and address, as they appear on the Corporation’s books, of such shareholder and (ii) the class and number of shares of the Corporation which are beneficially owned by such shareholder. At the request of the Board of Directors, any person nominated for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in a shareholder’s notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 2.13. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the Bylaws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.
ARTICLE III
Committees
SECTION 3.1. Executive Committee. The Board may create an Executive Committee of the Board consisting of at least three members of the Board, including the Chairman of the Board (if there shall be one), the President and such other Directors as the Board shall elect. Except as prohibited by law, the Executive Committee shall have all the powers of the Board in the management and conduct of the business and affairs of the Corporation in the intervals between meetings of the Board and shall report its actions to the Board at its regular meetings.
SECTION 3.2. Other Committees. The Board may create such other committees as it may determine will be helpful in discharging its responsibilities for the management and administration of the Corporation. Each committee shall consist of such Directors, officers and others as may be elected thereto by the Board, and each committee shall perform such functions as may be assigned to it by the Board and not inconsistent with law.
SECTION 3.3. Compensation. The Chairman and members of all committees shall receive such compensation for their services as may be fixed by the Board.
SECTION 3.4. Meetings. Regular meetings of any standing or special committee may be held without call or notice at such times or places as such committee from time to time may fix. Other meetings of any such committee may be called by the Chairman of the Board, the President or any two members of such committee, upon giving notice of the time, place and purposes of each such meeting to each member at either his business or residence address, as shown by the records of the Secretary, at least seventy-two hours previously thereto if mailed, and twenty-four hours previously thereto if delivered in person, or given orally, or by telephone or by telegraph. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage prepaid thereon. If notice be given telegram, such notice shall be deemed to be delivered when the telegram, so addressed, is delivered to the telegraph company. Any Director or member may waive notice of any meeting and the attendance of a Director or member at a meeting shall constitute a waiver of notice of such meeting except where a Director or member attends for the express purpose of objecting to the transaction of business at the meeting on the grounds that the meeting is not lawfully called or convened.
SECTION 3.5. Quorum. At any meeting of any standing or special committee, a majority of the members shall constitute a quorum but any action of such committee to be effective must be authorized by the affirmative vote of a majority of the members thereof present at the meeting.
ARTICLE IV
Officers
SECTION 4.1. Number. The officers of the Corporation shall be the President, the Chairman of the Board, one or more Vice Presidents, a Secretary, a Treasurer, and such other officers with such titles and descriptions, as the Board, from time to time, may deem appropriate. Any two or more offices may be held by the same person except the offices of the President and the Secretary may not be combined.
SECTION 4.2. Election and Term of Office. The officers of the Corporation shall be elected annually by the Board at its first meeting held after the annual meeting of shareholders, or as soon thereafter as is convenient. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.
SECTION 4.3. Removal. Any officer or agent elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
SECTION 4.4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board for the unexpired portion of the term.
SECTION 4.5. Chairman of the Board. If there shall be one, the Chairman of the Board shall preside over all meetings of the Board of Directors and the Executive Committee and shall perform such other duties as the Board may prescribe.
SECTION 4.6. President. The Board shall elect one of its members to be President. The President, subject to the direction and control of the Board, shall have the primary responsibility for the management, operations and administration of the Corporation and its subsidiaries, and shall have general supervision of the policies of the Corporation; he shall perform such other duties as the Board may prescribe. The Board may delegate the duties of chief executive officer to an officer other than the President.
SECTION 4.7. Vice Presidents. The Board shall elect one or more Vice Presidents, each of whom shall have such powers and duties as may be assigned to him by the Board or the President. The Board may confer upon any such Vice President some particular or descriptive title indicative of his authority or duties.
SECTION 4.8. Secretary. The Board shall elect a Secretary of the Corporation who shall be ex-officio Secretary of the Board, the Executive Committee and of all other standing committees. The Secretary shall keep the minutes of all meetings of the Board, the Executive Committee, and when required, of all other standing committees and meetings of which he or she shall be assigned secretary and attend to serving and giving all notices of the Corporation. He or she shall have charge of the corporate seal, the stock certificate records and such other books, records and papers as the Board and the Executive Committee may direct; keep a stock record containing the names of all persons who are shareholders of the Corporation, showing their place of residence, the number of shares of stock held by them respectively, the date when they respectively became owners thereof; and shall perform such other duties as may be incident to his or her office or as prescribed by the Board, the Chairman of the Board or the President.
SECTION 4.9. Treasurer. The Board shall elect a Treasurer who shall keep or cause to be kept full and accurate accounts of all receipts and disbursements in books belonging to the Corporation and shall have the care and custody of all funds and securities of the Corporation and he shall disburse the funds of the Corporation as may be ordered by the Board, the Executive Committee or the President. He shall perform such other duties as may be incident to his office or as prescribed by the Board or the President.
SECTION 4.10. Assistant Officers. The Board may elect one or more Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers, or such other officers as deemed appropriate and may assign to them such duties as the Board or the President shall deem appropriate, including duties which would otherwise be performed by the officer to whom they are assistant.
ARTICLE V
Employees Other Than Officers
SECTION 5.1. Employment, Compensation and Dismissal. Subject to the authority of the Board, the President or any other officer authorized by them may employ such agents and employees other than officers as deemed advisable for the prompt and orderly transaction of the business of the Corporation, define their duties, fix their compensation, and dismiss them.
ARTICLE VI
Bonding of Officers and Employees
SECTION 6.1. Bonding. All officers and employees, as a group or otherwise, may be bonded for the faithful performance of their duties and against loss to the Corporation resulting from their misconduct by a reliable surety company, selected by the Board, and in such amount as may be determined, from time to time, by the Board.
ARTICLE VII
Contracts, Loans, Checks and Deposits
SECTION 7.1. Contracts. Either the President or any Vice President may execute contracts or other instruments on behalf of and in the name of the Corporation and any contract or other instrument so signed may be attested and the corporate seal affixed by the Secretary or an Assistant Secretary. The Board may authorize any other officer or officers, agent, or agents to enter into any contract or execute any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
SECTION 7.2. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by the President or the Board of Directors. Such authority may be general or confined to specific instances.
SECTION 7.3. Checks, Drafts, Etc. All checks, drafts, bills of exchange and other negotiable instruments of the Corporation shall be signed by either the President, a Vice President or by such other officer or agent of the Corporation as may be authorized so to do by the Board of Directors. Such authority may be general or confined to specific instances.
SECTION 7.4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks or other depositories as the Board may select.
ARTICLE VIII
Inspection of Records
SECTION 8.1. Inspection of Records. The books and records of account and other documents of the Corporation shall be subject to inspection and copying to the extent provided for in Article 18 of Chapter 9 of Title 13.1 of the Code of Virginia or any subsequently enacted applicable provisions of said Code.
ARTICLE IX
Certificate for Shares and their Transfer
SECTION 9.1. Certificates for Shares. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board. Such certificates shall be signed by the President or a Vice President and also by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer or any other officer authorized by the Board or by law and may (but need not) be sealed with the seal of the Corporation or a facsimile thereof.
The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar, other than the Corporation or an employee of the Corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and the date of issue, shall be entered on the stock transfer records of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificates shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in the case of a lost, destroyed, or mutilated. certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board may prescribe.
SECTION 9.2 Transfer of Shares. Transfer of shares of the Corporation shall be made only on the transfer records of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificates for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.
ARTICLE X
Waiver of Notice
SECTION 10.2. Waiver of Notice. Unless otherwise provided by law, and in addition to any other provision of these By-Laws, whenever any notice is required to be given to any shareholder or Director, or member of any committee of the Corporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XI
Fiscal Year
SECTION 11.1. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the 31st day of December in each year.
ARTICLE XII
Dividends
SECTION 12.1. Dividends. The Board may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon terms and conditions provided by law.
ARTICLE XIII
Seal
SECTION 13.1. Seal. The Board shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, the state of incorporation, “VIRGINIA”, and the word, “SEAL”.
ARTICLE XIV
Amendments
SECTION 14.1. Amendments to By-Laws. Subject to the provisions of the Articles of Incorporation, these Bylaws may be altered, amended, or repealed at any regular meeting of the shareholders (or at any special meeting thereof duly called for that purpose) by a majority vote of the shares represented and entitled to vote at such meeting. Subject to (i) the laws of the Commonwealth of Virginia, (ii) the Articles of Incorporation (which contains special provisions with respect to the amendment of Sections 1.4, 2.2, 2.4, 2.5 and 2.13 of these Bylaws) and (iii) these Bylaws, the Board of Directors may by majority vote of those present at any meeting at which a quorum is present amend these Bylaws or enact such other. Bylaws as in their judgment may be advisable for the regulation of the conduct of the affairs of the Corporation.