Corporate GovernanceApr 27, 2026, 04:48 PM
FDBC Adopts Amended & Restated Bylaws
AI Summary
Fidelity D & D Bancorp, Inc. adopted Amended and Restated Bylaws, effective April 21, 2026. The updated bylaws detail corporate governance procedures, including rules for shareholder and board meetings, director duties, officer roles, and comprehensive indemnification provisions for directors and officers. Key changes include allowing electronic shareholder meetings and specifying conditions for director liability.
Key Highlights
- Amended and Restated Bylaws adopted, effective April 21, 2026.
- Shareholder annual meetings to be held by May 31; special meetings callable by 20% shareholders.
- Allows shareholder meetings to be held solely by electronic communications technology.
- Board of Directors classified into three classes, each serving three-year terms.
- Directors' duties include good faith, best interests of Corporation, and reasonable care.
- Limits director personal monetary liability to self-dealing, willful misconduct, or recklessness.
- Mandatory indemnification for directors and officers, with advance expense payment.
- Allows for certificated or uncertificated shares as determined by the Board.
Price Impact
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