Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
At the regularly scheduled meeting of the Board of Directors of the Company held on December 18, 2019, the Company’s Bylaws were amended to remove the Director Emeritus position and to modify the mandatory retirement provisions for Directors who attain age 75 while serving on the Board of Directors. The specific substance of the bylaws amendments are as follows:
1). Article II - DIRECTORS, Section 2 - Director Emeritus, is deleted in its entirety, and replaced with the following language “Intentionally blank.”
2) Article II - DIRECTORS, Section 3 - Qualifications, is deleted in its entirety and replace with the following language:
“Qualifications. The members of the Board of Directors need not be residents of the State of West Virginia. No person shall be nominated for election to the Board, nor shall such person be elected or appointed to the Board, if such person will have attained age 75 prior to the date of the election or appointment, as the case may be. No person may serve as a Director beyond the end of their term in office in which such person attains age 75, unless, upon the vote of not less than three quarters (3/4) of the Directors, taken at a duly convened meeting of the Board, such person is nominated for re-election to the Board and is re-elected to the Board by the shareholders pursuant to the terms of these bylaws and applicable law; provided, however, any Director who is re-elected to the Board after having attained age 75 may serve as a Director only until the next annual meeting of shareholders, at which meeting the shareholders shall elect a replacement Director to serve during the balance of his/her unexpired term. Each member of the Board of Directors shall complete a minimum of eight hours of continuing education annually, the sponsors and curriculum of which shall be approved by the Board of Directors. Any Director who fails to complete the mandatory continuing education for the previous year shall have payment of their Board fees suspended until such continuing education is accomplished. For good cause shown, the Board of Directors may, in individual cases involving undue hardship or extenuating circumstances, grant conditional, partial, or complete exemptions of these minimum continuing education requirements. Any such exemption shall be reviewed by the Board of Directors at least once during each year, unless a lifetime conditional exemption has been granted. One hour of credit may be obtained for each period of fifty minutes of instruction attended in an approved course or by means of videocassette, videotape, audiocassette, or DVD instruction, provided that such instruction is approved by the Board of Directors. The Board of Directors may designate providers or courses which are presumptively approved.
Each member of the Board of Directors must attest that he or she is in compliance with the Company’s Ethics Policy. Any director who fails to adhere to the Ethics Policy or attest to his or her adherence of the Ethics Policy shall have payment of Board fees suspended until he or she has made an attestation and is in compliance with the Ethics Policy.”
The amendment, which is effective upon adoption by the Board of Directors on December 18, 2019, is attached hereto as Exhibit 3.1 and incorporated herein by reference.