Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 26, 2021, the Board of Directors of QNB Corp. (the "Company")
approved amendments to update and revise the Company's bylaws to: (i) permit the
Board of Directors to set the date of the annual meeting of the Company's
shareholders at any time during the calendar year (Section 2.2); (ii) address
the types of electronic transmissions or communications that can be considered
properly executed or validated forms of proxy and, consistent with Pennsylvania
law, delete the requirement that a list of the Company's shareholders be made
available for inspection at annual meetings of shareholders (Section 2.6); (iii)
add an advance notice provision for shareholders to propose business items for a
vote at meetings of shareholders (Section 2.8); (iv) provide the Chairman of the
Board (or in the Chairman's absence, the President) the express power to preside
at meetings of shareholders, including regulating the conduct of voting and the
manner of discussion (Section 2.9); (v) revise the existing advance notice
provision for shareholder nominations for director at a meeting of shareholders
(Section 3.3); (vi) permit, to the extent provided in the articles of
incorporation, the use of uncertificated shares to represent any or all classes
of the Company's shares; (vii) provide that a record date for any meeting of
shareholders and certain other actions, including dividend payments, can be set
up to 90 days before the meeting or applicable action (Section 5.3); and (viii)
provide the flexibility for additional types of electronic notices to directors
or shareholders permitted by Pennsylvania law (Section 6.2).
The amendments to the bylaws became effective immediately upon the Board's
approval. The foregoing summary of the amendments included in the amended and
restated bylaws is qualified in its entirety by reference to the full text of
the amended and restated bylaws filed as Exhibit 3.1 hereto and incorporated
herein by reference.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits:
Exhibit No Description
3.1 Amended and Restated Bylaws of the Company, effective January 26,
2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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