Attached files
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| EX-3.2 - EXHIBIT 3.2 - EMC INSURANCE GROUP INC | 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): May 23, 2013
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EMC INSURANCE GROUP INC.
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(Exact name of registrant as specified in its charter)
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Iowa
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0-10956
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42-6234555
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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717 Mulberry Street, Des Moines, Iowa
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50309
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(Address of principal executive offices)
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(Zip Code)
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(515) 345-2902
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(Registrant’s telephone number, including area code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On May 23, 2013, the Board of Directors of the Registrant adopted amendments to the Registrant’s By-Laws. The significant amendments include: 1) an amendment to Article IV, Section 1 to exclude the chairman as an executive officer, 2) an amendment to Article IX to add Section 1 that addresses nonliability of officers, directors, employees and agents, and 3) an amendment to Article IX to add Section 2 that clarifies the indemnification of officers, directors, employees and agents. The Board of Directors also adopted a number of nonsubstantive changes to several articles of the Registrant’s By-Laws. The amended By-Laws of the Registrant are filed herewith as Exhibit 3.2.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit Number
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Description
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3.2
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By-Laws, as amended
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized, on May 30, 2013.
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EMC INSURANCE GROUP INC.
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Registrant
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/s/ Mark E. Reese
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Mark E. Reese
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Senior Vice President and
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Number
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Description
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By-Laws, as amended
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