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EX-3.II - EXHIBIT 3(II) - NATIONAL BANKSHARES INCex_178701.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) March 24, 2020 (March 23, 2020)

 

National Bankshares, Inc.

(Exact name of Registrant as specified in its charter)

 

 

Virginia

0-15204

54-1375874

(State or other jurisdiction

of incorporation)

(Commission File No.)

(I.R.S. Employer Identification No.)

 

101 Hubbard Street

Blacksburg, VA 24060

(Address of principal executive offices)

 

(540) 951-6300

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report) Not applicable

 

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 (see General Instruction A.2. below):

 

☐     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:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

NKSH

NASDAQ

 

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 Act 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.

 

 

 

Item 5.03     Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On March 23, 2020, the Board of Directors of National Bankshares, Inc. (the “Company”) adopted amendments to Article I, Sections 1.3, 1.4 and 1.7 of the Company’s Bylaws, effective immediately, to permit the Company to hold shareholder meetings solely by means of remote communication as the Board of Directors may determine.

 

A copy of the Bylaws of the Company, as amended March 23, 2020, is attached as Exhibit 3(ii) hereto and is incorporated herein by reference.


 

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

 

(d)

Exhibits

 

The following exhibit is filed herewith:

 

Exhibit No.

Description of Exhibit

   

3(ii)

Amended and Restated Bylaws of National Bankshares, Inc.

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

NATIONAL BANKSHARES, INC.

 

 

Date:

March 24, 2020

 

By:

/s/ F. BRAD DENARDO

 
 

F. Brad Denardo

Chairman, President & CEO

 

 

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