Attached files
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| EX-3.1 - ARTICLES OF INCORPORATION / BYLAWS - F&M BANK CORP | fmbm_ex31.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment
No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 19,
2020
F & M Bank Corp.
(Exact
name of registrant as specified in its charter)
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Virginia
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000-13273
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54-1280811
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(State or other
jurisdiction of
incorporation)
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(Commission File
Number)
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(IRS
Employer Identification
No.)
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P.O. Box 1111
Timberville, Virginia 22853
(540) 896-8941
(Address
including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
Not Applicable
(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 obligation of the registrant
under any of the following provisions:
☐Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
☐Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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None
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange
of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ☐
Explanatory Note
On
March 24, 2020, F&M Bank Corp. (the “Company”)
filed a Current Report on Form 8-K to announce certain amendments
to the Company’s Bylaws. An incorrect version of the
Company’s Bylaws, as amended and restated, inadvertently was
included as Exhibit 3.1 to the original filing. The Company is
filing this Amendment No. 1 on Form 8-K/A to provide the correct
version of the Company’s Bylaws, as amended and restated, as
Exhibit 3.1 hereto. There are no other revisions, corrections or
amendments to the information in the Form 8-K as originally filed
with the Commission.
Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
March 19, 2020, the Board of Directors of F&M Bank Corp. (the
“Company”) amended Article I, Sections 1.1 and 1.3 of
the Company’s Bylaws to permit the Company to hold
shareholder meetings solely by means of remote communication, as
the Board of Directors may decide in its discretion.
A
copy of the Company’s Bylaws, as amended and restated, is
attached as Exhibit 3.1 and is incorporated by reference in Item
5.03 of this Current Report on Form 8-K.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit
No.
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Description
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Amended and
Restated Bylaws of F&M Bank Corp.
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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.
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F & M Bank Corp. |
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Date:
March 24, 2020
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By:
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/s/
Carrie
A. Comer
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Carrie
A. Comer
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Executive
Vice President and Chief Financial Officer
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