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EX-3.2 - SHORE BANCSHARES INC | v208717_ex3-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): January 20,
2011
SHORE
BANCSHARES, INC.
(Exact
name of registrant as specified in its charter)
Maryland
|
0-22345
|
52-1974638
|
(State
or other jurisdiction of
|
(Commission
file number)
|
(IRS
Employer
|
incorporation
or organization)
|
Identification
No.)
|
18 East Dover Street,
Easton, Maryland 21601
(Address
of principal executive offices) (Zip Code)
(410)
822-1400
(Registrant’s
telephone number, including area code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
INFORMATION
TO BE INCLUDED IN THE REPORT
ITEM 5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) Amendment
to By-Laws.
On January 20, 2011, the Board of
Directors of Shore Bancshares, Inc. (the “Corporation”) amended Section 3 of
Article II of the Corporation’s Amended and Restated By-Laws to (i) eliminate a
provision therefrom that prohibited a person who has attained the age of 72 from
standing for election to the Board and (ii) clarify that, in the event the
number of directors is changed, a director who is elected by the Board, rather
than by stockholders, to fill a vacancy resulting therefrom shall serve until
the next annual meeting of stockholders and until his or her successor is
elected and qualifies, as required by Section 2-407(c) of the Maryland General
Corporation Law.
The amendments are evidenced by a
Second Amendment to Amended and Restated By-Laws of Shore Bancshares, Inc., a
copy of which is filed herewith as Exhibit 3.2.
ITEM
9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
3.2 Second
Amendment to Amended and Restated By-Laws (filed herewith).
SIGNATURES
Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SHORE
BANCSHARES, INC.
|
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Dated: January
21, 2011
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By:
|
/s/ W. Moorhead
Vermilye
|
W.
Moorhead Vermilye
|
||
Chief
Executive
Officer
|
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EXHIBIT
INDEX
Exhibit
Number Description
3.2 Second
Amendment to Amended and Restated By-Laws (filed herewith).
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