NUVR 8-K
Nuvera Communications, Inc. (NUVR)
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) | (Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
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(Registrant's telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act: None
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 (see General Instruction A.2):
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 Act of 1934 (§230.12b-2 of this chapter). Emerging growth company Yes
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. ☐
Securities registered pursuant to Section 12(b) of the Act: None.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment to Bylaws
On December 21, 2021, the Board of Directors of Nuvera Communications, Inc. (“Nuvera” or the “Company”) adopted a new Section 7.6 to its Bylaws, effective immediately. A copy of Section 7.6 is filed as Exhibit 3.2. to this Form 8-K.
In 2018, the State of Minnesota added Section 302A.191 to the Minnesota Business Corporation Act (“ MBCA”). Section 302A.191 explicitly authorizes a Minnesota corporation to include a provision in its articles of incorporation or bylaws making any or all of the courts in the State of Minnesota (subject to jurisdictional requirements) the exclusive forum for internal corporate claims. Section 302A.191 defines “internal corporate claim,” as any
● claim that is based upon a violation of a duty under the laws of the state of Minnesota by a current or former director, officer or shareholder in such capacity;
● derivative action or proceeding brought on behalf of the corporation; or
● action asserting a claim arising under any provision of the MBCA or the corporation’s articles or bylaws.
Pursuant to the statutory authority in MBCA Section 302A.191, Nuvera Bylaw Section 7.6 establishes federal courts (where jurisdiction exists) and state courts located in Hennepin County, Minnesota as the exclusive for Nuvera internal corporate claims.
Section 9 - Financial Statements and Exhibits
d) Exhibits Description
| Exhibit | Description |
| Nuvera Communications, Inc. Bylaw Section 7.6.Exclusive Forum for Internal Corporate Claims. |
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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.
| Date: December 21, 2021 | Nuvera Communications, Inc. | |
| By: | /s/Curtis Kawlewski | |
| Curtis Kawlewski | ||
| Its: | Chief Financial Officer | |
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Exhibit 3.2
Article 7 of the Nuvera Communications, Inc. Bylaws, General Provisions, is hereby amended to add a new Section 7.6 as set forth below, effective December 21, 2021.
Section 7.6. Exclusive Forum for Internal Corporate Claims.
The sole and exclusive forum for (i) any claim that is based upon a violation of a duty under the laws of the State of Minnesota by a current or former director, officer or shareholder in such capacity; (ii) any derivative action or proceeding brought on behalf of the corporation; or (iii) any action asserting a claim arising under any provision of the Minnesota Business Corporation Act or the corporation’s articles or bylaws will be the federal courts (where jurisdiction exists) and state courts located in Hennepin County, Minnesota. Any person or entity purchasing or otherwise acquiring an interest in shares of capital stock of the corporation is deemed to have notice of and consented to the provisions of this bylaw.