F&M Bank Corp 8-K/A, filed Mar 24, 2020
F&M Bank Corp (FMBM)
8-K/A
2020-03-24
For: 2020-03-19
View Original
Added on
April 06, 2026
About this 8-K/A
F&M Bank Corp filed this 8-K/A on March 24, 2020, reporting on events of March 19, 2020.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment
No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 19,
2020
F & M Bank Corp.
(Exact
name of registrant as specified in its charter)
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Virginia
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000-13273
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54-1280811
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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.)
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P.O. Box 1111
Timberville, Virginia 22853
(540) 896-8941
(Address
including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
Not Applicable
(Former
name or former address, if changed since last report.)
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:
☐Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
☐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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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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None
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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. ☐
Explanatory Note
On
March 24, 2020, F&M Bank Corp. (the “Company”)
filed a Current Report on Form 8-K to announce certain amendments
to the Company’s Bylaws. An incorrect version of the
Company’s Bylaws, as amended and restated, inadvertently was
included as Exhibit 3.1 to the original filing. The Company is
filing this Amendment No. 1 on Form 8-K/A to provide the correct
version of the Company’s Bylaws, as amended and restated, as
Exhibit 3.1 hereto. There are no other revisions, corrections or
amendments to the information in the Form 8-K as originally filed
with the Commission.
Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
March 19, 2020, the Board of Directors of F&M Bank Corp. (the
“Company”) amended Article I, Sections 1.1 and 1.3 of
the Company’s Bylaws to permit the Company to hold
shareholder meetings solely by means of remote communication, as
the Board of Directors may decide in its discretion.
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 9.01
Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit
No.
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Description
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Amended and
Restated Bylaws of F&M Bank Corp.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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F & M Bank Corp. |
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Date:
March 24, 2020
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By:
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/s/
Carrie
A. Comer
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Carrie
A. Comer
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Executive
Vice President and Chief Financial Officer
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Exhibit 3.1
BYLAWS
OF
F
& M BANK CORP.
ARTICLE
I
Shareholder
Matters
Section
1.1. Annual
Meetings. The annual meeting of the shareholders of the
Corporation shall be held on the first Saturday of May of each year
or at such other date and at such place or, in the case of
virtual-only meetings, at no physical place but solely by means of
remote communication, in each case, as may be decided by the Board
of Directors. At the annual meeting of the shareholders of the
Corporation directors shall be elected and reports of the affairs
of the Corporation shall be received and considered. Any other
business may be transacted which is within the powers of the
shareholders, except that, if any shareholder shall bring new
business before the annual meeting, the shareholder must give
advance notice as set forth in Section 1.6 of these
Bylaws.
Section
1.2. Special
Meetings. A special meeting of the shareholders may be
called for any purpose or purposes whatsoever at any time, but only
by the President, the Chair of the Board of Directors, the Board of
Directors or by holders of not less than one-tenth of all the
shares entitled to vote at the meeting.
Section
1.3. Notice of
Meetings. Notice of the time and place (if any) of every
annual meeting or special meeting shall be mailed to each
shareholder of record entitled to vote at the meeting at such
shareholder’s address as it appears on the records of the
Corporation not less than ten (10) nor more than sixty (60) days
before the date of such meeting (except as a different time may be
specified by law).
Section
1.4. Voting in Person or
by Proxy. Each shareholder shall be entitled to one vote for
each share outstanding in such shareholder’s name on the
books of the Corporation as of the record date, as provided in
Section 4.6 of these Bylaws. Shareholders may vote at any meeting
of the shareholders in person or by proxies duly authorized in
writing. Proxies shall be valid only for one meeting. Proxies shall
be dated and shall be filed with the records of the
meeting.
Section
1.5. Quorum. A
majority of the votes entitled to be cast constitutes a quorum. If
there is no quorum at the time for which a meeting shall have been
called, the meeting may be adjourned from time to time by a
majority of the shareholders present or represented by proxy until
there is a quorum, no further notice of any adjourned meeting being
required.
Section
1.6. Notice of Shareholder
Business. At an annual meeting of the shareholders of the
Corporation, only such business shall be conducted as shall have
been properly brought before the meeting. To be 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) brought before the meeting by or at the
direction of the Board of Directors, or (c) 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 offices of the
Corporation, not less than sixty (60) days nor more than ninety
(90) days prior to the date of the scheduled annual meeting,
regardless of any postponements, deferrals or adjournments of that
meeting to a later date; provided, however, that in the event that
less than seventy (70) days’ notice or prior public
disclosure of the date of the scheduled annual meeting is given or
made, notice by a shareholder, to be timely, must be so received
not later than the close of business on the tenth (10th) day
following the earlier of the day on which such notice of the date
of the scheduled annual meeting was mailed or the day on which such
public disclosure was made. A shareholder’s notice to the
Secretary of the Corporation 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 and of any other person or entity who is the record or
beneficial owner of any shares of the Corporation and who, to the
knowledge of the shareholder proposing such business, supports such
proposal, (c) the number of shares of the Corporation which are
beneficially owned and owned of record by the shareholder proposing
such business on the date of the notice to the Corporation and the
number of shares so owned by any person or entity who, to the
knowledge of the shareholder proposing such business, supports such
proposal and (d) any material interest (financial or other) of such
shareholder in such proposal. Notwithstanding anything in these
Bylaws to the contrary, no business shall be conducted at any
annual meeting except in accordance with the procedures set forth
in this Section 1.6. The Chair 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 1.6 and any such business not
properly brought before the meeting shall not be
transacted.
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Section
1.7. Chair and Secretary
of the Meeting. The Chair of the Board shall preside at all
shareholder meetings. If the Chair is not present the President
shall preside. If the President is not present the Chair or the
President shall designate a presiding officer. If neither the Chair
of the Board nor the President nor the designee is present, a Chair
shall be elected by the meeting. The Secretary of the Corporation
shall act as Secretary of all the meetings, if present. If not
present, the Chair shall appoint a Secretary of the
meeting.
Section
1.8. Rules & Order of
Business. All meeting of shareholders shall be conducted in
accordance with such rules as are prescribed by the Chair of the
meeting and the Chair shall determine the order of
business.
Section
1.9. Inspectors.
The Board of Directors, in advance of any meeting of shareholders,
may, but shall not be required to, appoint one or more inspectors
to act at such meeting or any adjournment thereof. If any of the
inspectors so appointed shall fail to appear or act, the Chair of
the meeting may appoint one or more inspectors. The inspectors
shall determine the number of shares of capital stock of the
Corporation outstanding, the number of shares represented at the
meeting, the existence of a quorum, the validity and effect of
proxies, and shall receive votes, ballots or consents, hear and
determine all challenges and questions arising in connection with
the right to vote, count and tabulate all votes, ballots or
consents, determine the results, and do such acts as are proper to
conduct the election or vote with fairness to all shareholders. On
request of the Chair of the meeting, the inspectors shall make a
report of any challenge, request or matter determined by them and
shall execute a certificate of any fact found by them. No director
or candidate for the office of director shall act as an inspector
of an election of directors. Inspectors need not be
shareholders.
ARTICLE
II
Directors
Section
2.1. General
Powers. The business and affairs of the Corporation shall be
managed under the direction of the Board of Directors and, except
as otherwise expressly provided by law or by the Articles of
Incorporation, or by these Bylaws, all of the power of the
Corporation shall be exercised by or under the authority of the
Board of Directors.
Section
2.2. Number and
Qualification. The Board of Directors shall consist of not
less than seven nor more than fifteen shareholders, the exact
number to be fixed by resolution of a majority of The Board. Each
Director shall be a resident of the Commonwealth of
Virginia.
Section
2.3. Election of
Directors. The Directors shall be elected at the annual
meeting of shareholders and shall hold their offices until their
successors are elected in accordance with the Articles of
Incorporation. Nominations for the election of Directors shall be
given in the manner provided in Section 2.4.
Section
2.4 Vacancy. Any
vacancy arising among the Directors, including a vacancy resulting
from an increase by not more than two in the number of directors
may be filled by the remaining Directors, unless sooner filled by
the shareholders.
Section
2.5. Nominations.
Only persons who are nominated in accordance with the procedures
set forth in this Section 2.4 shall be eligible for election as
Directors. Nominations of persons for election to the Board of
Directors of the Corporation may be made 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 who complies with
the notice procedures set forth in this Section 2.4. 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 offices of the Corporation not less than
sixty (60) days nor more than ninety (90) days prior to the date of
the scheduled annual meeting, regardless of postponements,
deferrals, or adjournments of that meeting to a later date;
provided, however, in the event that less than seventy (70)
days’ notice or prior public disclosure of the date of the
meeting is given or made, notice by the shareholder to be timely
must be so received not later than the close of business on the
10th day following the earlier of the day on which such notice of
the date of the scheduled annual meeting was mailed or the day on
which 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 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; and (b) as to the shareholder giving the
notice (i) the name and address of such shareholder and of any
other person or entity who is the record or beneficial owner of
shares of the Corporation and who, to the knowledge of the
shareholder giving notice, supports such nominee(s) and (ii) the
class and number of shares of the Corporation which are
beneficially owned and owned of record by such shareholder and by
any other person or entity who is the record or beneficial owner of
shares of the Corporation and who, to the knowledge of the
shareholder giving the notice, supports such nominee(s). At the
request of the Board of Directors any person nominated by the Board
of Directors for election as a Director shall furnish to the
Secretary of the Corporation the 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 in accordance with the
procedures set forth in this Section 2.4. The Chair 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 the defective nomination shall be
disregarded.
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Section
2.6. Meetings of
Directors. Meetings of the Board of Directors shall be held
at places within or without the Commonwealth of Virginia and at
times fixed by resolution of the Board of Directors, or upon call
of the Chair of the Board of Directors or the President. The
Secretary, or officer performing his duties, shall give at least
twenty-four (24) hours’ notice by letter, telephone, fax,
e-mail or in person, of all meetings of the Directors; provided,
that notice need not be given of regular meetings held at times and
places fixed by resolution of the Board. Regular meetings of the
Board of Directors shall be held at least once in every calendar
month. Meetings may be held at any time without notice if all of
the Directors are present, or if those not present waive notice
either before or after the meeting. Members of the Board of
Directors or any committee designated thereby may participate in a
meeting by means of a conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other at the same time
and participation by such means shall constitute presence in person
at a meeting. On any question the names of those voting each way
shall be entered on the record of the proceeding if any member at
the time requests it. Neither the business to be transacted nor the
purpose of any annual or special meeting of the Board of Directors
need be specified in the notice or waiver of notice of such
meeting.
Section
2.7. Quorum. A
majority of the members of the Board of Directors shall constitute
a quorum.
Section
2.8. Compensation.
The Board of Directors shall fix the compensation of the
Directors.
Section
2.9. Mandatory
Retirement. The mandatory retirement age for Directors shall
be 72. Upon reaching the age of 72 a Director shall become an
Honorary Director and shall continue to function as an Honorary
Director until he or she tenders a resignation to the Board of
Directors or until the Board requests that such Honorary Director
tender his/her resignation.
Section
2.10. Honorary
Directors. An Honorary Director may attend Board of
Directors meetings but will not be entitled to vote. Special
meetings of Honorary Directors may be called by the Board of
Directors, the Chair of the Board or the President for the purpose
of seeking the collective advice of the Honorary Directors on
matters of policy or special projects. Individual Honorary
Directors may be called upon as needed by management or the Board
of Directors for advice and consultation in respect of their
special expertise.
Section
2.11. Committees.
The Board of Directors may create standing and temporary committees
and appoint members of standing committees in accordance with
Virginia law. There shall be an Executive Committee and such
committee may exercise the authority of the Board of Directors to
the fullest extent permitted by law.
ARTICLE
III
Officers
Section
3.1. Election. The
officers of the Corporation shall consist of the Chair of the Board
of Directors, the President, one or more Vice Presidents, a
Secretary, a Treasurer, one or more Assistant Secretaries, and such
other officers as may be designated as provided in Section 3.3 of
this Article. All officers shall be elected by the Board of
Directors and shall hold office until their successors are elected
and qualify. Vacancies may be filled at any meeting of the Board of
Directors. Subject to any applicable provision of Virginia law,
more than one office may be combined in the same person as the
Board of Directors may determine.
Section
3.2. Removal of
Officers. Any officer of the Corporation may be summarily
removed with or without cause, at any time, by a resolution passed
by affirmative vote of a majority of all of the Directors; provided
that any such removal shall not affect an officer’s right to
any compensation to which he is entitled under any employment
contract between him and the Corporation.
Section
3.3. Other
Officers. Other officers may from time to time be designated
by the Board of Directors, and such officers shall hold office for
such term as may be designated by the said Board.
Section
3.4. Chair of the
Board. The Chair of the Board shall be the senior officer of
the Corporation, and the Chair shall preside at all meetings of the
Directors and all meetings of the shareholders. The Chair shall
appoint all members of temporary committees. The Chair shall be a
member ex officio of all standing committees and shall have all
other powers and duties as may be prescribed by the Board of
Directors or by the Bylaws.
Section
3.5. President. In
the absence or disability of the Chair of the Board, the President
shall preside at all meetings of the Directors and at meetings of
the shareholders and in the absence or disability of the Chair of
the Board the duties and responsibilities of his office shall
devolve upon the President. The President shall have such other
powers and duties as may be prescribed by the Chair of the Board of
Directors, the Board of Directors or by the Bylaws.
Section
3.6. Vice
Presidents. Vice Presidents shall perform such duties as may
be prescribed for them from time to time by the Chair or the
President of the Board of Directors, the Board of Directors or the
Bylaws.
3
Section
3.7. Secretary. The
Secretary shall have the duties and responsibilities prescribed by
law for the secretary of a Virginia corporation.
Section
3.8. Surety Bonds.
All officers and employees who shall have charge or possession of
money, securities or property of the Corporation must, before
entering upon their duties, be covered by a bond with a surety
company approved by the Board of Directors and state and federal
authorities. The costs of such bond shall be borne by the
Corporation.
ARTICLE
IV
Capital
Stock
Section
4.1. Certificates of
Stock. Certificates of capital stock shall be in such form
as may be prescribed by law and by the Board of Directors. All
certificates shall be signed by the President and by the Secretary
or an Assistant Secretary, or by any other officers authorized by
resolution of the Board of Directors.
Section
4.2. Transfer of
Stock. The stock of the Corporation shall be transferable or
assignable on the books of the Corporation by the holders in person
or by attorney on surrender of the certificate or certificates for
such shares duly endorsed, and, if sought to be transferred by
attorney, accompanied by a written power of attorney to have such
stock transferred on the books of the Corporation.
Section
4.3 Transfer Agent &
Registrar. The Board of Directors may appoint one or more
Transfer Agents and Registrars and may require stock certificates
to be countersigned by a Transfer Agent or registered by a
Registrar or may require stock certificates to be both
countersigned by a Transfer Agent and registered by a Registrar. If
certificates of capital stock of the Corporation are signed by a
Transfer Agent or by a Registrar (other than the Corporation itself
or one of its employees), the signature thereon of the officers of
the Corporation and the seal of the Corporation thereon may be
facsimiles, engraved or printed. In case any officer or officers
who shall have signed, or whose facsimile signature or signatures
shall have been used on, any such certificate or certificates,
shall cease to be such officer or officers of the Corporation,
whether because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the
Corporation, such certificate or certificates may nevertheless be
issued and delivered as though the person or persons who signed
such certificates or whose facsimile signature or signatures shall
have been used thereon had not ceased to be such officer or
officers of the Corporation.
Section
4.4. Restrictions of
Transfer of Stock. Any restrictions that may be imposed by
law, by the Articles of Incorporation or Bylaws of the Corporation,
or by an agreement among shareholders of the Corporation, shall be
noted conspicuously on the front or back of all certificates
representing shares of stock of the Corporation.
Section
4.5. Lost, Destroyed or
Mutilated Certificates. The holder of stock of the
Corporation shall immediately notify the Corporation of any loss,
destruction, or mutilation of the certificate therefor, and the
Corporation may in its discretion cause one or more new
certificates for the same aggregate number of shares to be issued
to such shareholder upon such terms not in conflict with law as the
Board of Directors may prescribe.
Section
4.6. Holder of
Record. The Corporation shall be entitled to treat the
holder of record of any share or shares of stock as the holder
thereof in fact and shall not be bound to recognize any equitable
or other claim to or interest in such shares of stock on the part
of any other person, whether or not it shall have express or other
notice thereof, except as otherwise expressly provided by
law.
Section
4.7. Record Date.
The Board of Directors shall fix in advance the record date in
order to make a determination of shareholders for any purpose,
including the determination of shareholders entitled to notice of
or to vote at any shareholders’ meeting or entitled to
payment of any dividend or distribution to shareholders. Such
record date shall not be more than seventy (70) days prior to the
date on which the particular action requiring such determination of
shareholders is to be taken.
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ARTICLE
V
Miscellaneous
Provisions
Section
5.1. Seal. The seal
of the Corporation shall be circular in shape with the name of the
Corporation around the circumference thereof, and the word
“SEAL” in the center thereof.
Section
5.2. Examination of the
Books and Records. The books and records of account of the
Corporation, the minutes of the proceedings of the shareholders,
the Board and committees appointed by the Board of Directors and
the records of the shareholders showing the names and addresses of
all shareholders and the number of shares held by each, shall be
subject to inspection during the normal business hours by any
person who is a duly qualified Director of the Corporation at the
time he makes such inspection. Shareholders shall have such rights
to inspect records of the Corporation as are prescribed by
applicable law.
Section
5.3. Checks, Notes and
Drafts. Checks, notes, drafts, and other orders for the
payment of money shall be signed by such persons as the Board of
Directors from time to time may authorize.
Section
5.4. Amendments to
Bylaws. These Bylaws may be altered, amended or repealed at
any regular meeting of the Board of Directors by a vote of a
majority of the Directors.
Section
5.5. Voting of Stock
Held. Unless otherwise provided by resolution of the Board
of Directors, the Chair of the Board of Directors or the President
may from time to time appoint an agent or agents of the Corporation
to cast in the name of the Corporation the votes which the
Corporation may be entitled to cast as a shareholder or otherwise
in any other corporation, any of whose stock or securities may be
held by the Corporation, at meetings of the holders of the stock or
other securities of such other corporation, or to consent in
writing to any action by any such other corporation; and the Board
or such officers may instruct the person or persons so appointed as
to the manner of casting such votes or giving such consent, and may
execute or cause to be executed on behalf of the Corporation and
under its corporate seal, or otherwise, such written proxies,
consents, waivers, or other instruments as may be necessary or
proper in the premises; or any of such officers may attend any
meeting of the holders of stock or other securities of any such
other corporation and there vote or exercise any or all other
powers of the Corporation as the holder of such stock or other
securities of such other corporation.
“Amended by action of the Board of Directors on February 20,
2020”
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