Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
(i) allow the Board the flexibility to fix the date for the annual meeting of shareholders to a date other than the second Tuesday in May (Section 1.1); (ii) require any shareholder directly or indirectly soliciting proxies from other shareholders to use a proxy card color other than white (Section 1.9); (iii) provide that notice of special meetings of the Board may be made by electronic transmission (Section 2.6); (iv) repealed outdated governance provisions relating to the Company's operation after its acquisition ofBank of Tazewell County , including that the affirmative vote of at least two-thirds of the Company's directors is required for the Board to recommend to shareholders that the Company merge, consolidate, or sell all or substantially all of its assets, where such recommendation is required by law (Sections 2.8 and 2.9); and (v) provide that notice of meetings of the Board at which amending, altering or repealing a bylaw is to be considered may be made by electronic transmission (Article VII).
The Bylaws also include certain technical, ministerial and non-substantive amendments.
The foregoing description of the amendments to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
Item 8.01 Other Events.
On
A copy of the Company's press release dated
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Item 9.01 Financial Statements and Exhibits. (d) Exhibits.
Exhibit No. Description of Exhibit 3.2 Amended and Restated Bylaws ofNational Bankshares, Inc. 99.1National Bankshares, Inc. Press Release, datedJanuary 11, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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