UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
October
7, 2008
(Date of
Report - Date of earliest event reported on)
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Vermont
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000-16435
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03-0284070
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(State
of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Derby
Road, Derby, Vermont
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05829
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
Telephone Number: (802) 334-7915
Not
Applicable
(Former
name, 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 (17CFR
203.425)
[ ]
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))
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year
On
October 7, 2008, the Board of Directors of Community Bancorp. (the “Company”)
adopted Amended and Restated Bylaws which supersede in their entirety the
Company’s Bylaws as previously in effect. Among other things, the
amendments include provisions to recognize that the Company now has more than
one class of capital stock; to reflect the 2008 amendments to the Company’s
Amended and Restated Articles of Association approved by the shareholders at the
annual meeting; to change the annual meeting date; to update the Company’s
so-called advance notice bylaw; and to reflect recent amendments to the Vermont
Business Corporation Act.
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Specifically,
the bylaw amendments include the following changes:
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· to
add references to the Company’s preferred stock and multiple voting groups
where appropriate.
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· to
change the annual meeting date from the first Tuesday in May to the third
Tuesday in May. The Board of Directors retains the right to set
a different
date
if circumstances warrant.
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· to
clarify that at a special meeting of shareholders, the only matters that
may be considered are those proposed by the Board of Directors or by the
shareholders
who have requested the meeting and who have complied with the advance
notice bylaw.
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· to
recognize that proxies may be submitted by telephone, facsimile or
electronic transmission.
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· to
authorize meetings of the Board of Directors to be held by any electronic
or telecommunications medium that permits simultaneous or sequentially
structured
communication.
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· to
require that the Compensation Committee and the Nominating/Corporate
Governance Committee each include at least a majority of independent
directors.
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· to
specify that director independence will be determined by reference to the
applicable NASDAQ standard.
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· to
authorize notice of shareholder meetings to be sent by electronic
transmission if approved by the Board and authorized by the shareholder
recipient.
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· to
provide that the Chief Executive Officer will also be the Chairman of the
Board, unless the Board appoints another director as
Chairman.
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· to
revise the advance notice bylaw by
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o making
the bylaw applicable to special meetings of shareholders, not merely
annual meetings;
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o changing
the manner of calculating the advance notice deadline for the annual
meeting (see discussion under Item 8.01 below);
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o requiring
specified information in some cases as to certain persons affiliated with
the shareholder;
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o requiring
information as to any derivative or hedged positions in the Company’s
stock held by the shareholder or certain affiliated persons;
and
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o clarifying
that the advance notice bylaw is intended to apply whether or not the
shareholder also seeks to include his or her proposal in the
Company’s
proxy statement under Securities and Exchange Commission Rule
14a-8.
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The text
of the Amended and Restated Bylaws is attached to this Report as Exhibit
3(ii). Deleted text is shown in brackets and new text is
underlined.
Item
8.01. Other Events
Change
in 2009 Annual Meeting Date
In
accordance with Section 2.02 of the Amended and Restated Bylaws, the 2009 annual
meeting of shareholders of the Company will be held on Tuesday, May 19, 2009
(the third Tuesday in May) and not on the previously announced date (May 5, the
first Tuesday in May).
Revised
Deadline under Bylaw Section 2.13 for Submission of Director Nominations and
Shareholder Proposals
Previously,
the Company’s advance notice bylaw required submission of notice of shareholder
proposals and nominations at least 120 days before the annual meeting, which the
bylaws specified would be held on the first Tuesday in May (unless the Board of
Directors specified a different date). The revised bylaws now provide
that the annual meeting will be held on the third Tuesday in May (unless the
Board of Directors specifies a different date) and that advance notice of
shareholder proposals and nominations must be submitted no earlier than 180
days, and no later than 120 days, before the annual
meeting. Therefore, in accordance with Section 2.13 of the revised
bylaws, a shareholder wishing to submit a proposal for action, or to nominate an
individual for election as a director, at the 2009 annual meeting of
shareholders must submit the information required by Section 2.13 on or before
January 20, 2009, but no earlier than November 21, 2008, and must otherwise
comply with the requirements of such bylaw.
Deadline
for Submission of Proposals Pursuant to SEC Rule 14a-8 Unchanged
The
deadline previously announced for submission of proposals that the shareholder
seeks to include in the Company’s 2009 annual meeting proxy materials pursuant
to SEC Rule 14a-8 is not affected by the bylaw amendments and is earlier than
the deadline under revised bylaw Section 2.13. That deadline is
December 26, 2008.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit 3
(ii) Amended and Restated Bylaws of Community Bancorp. with deleted
text shown in brackets and new text underlined.
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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COMMUNITY
BANCORP.
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DATED:
October 7, 2008
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/s/ Stephen P.
Marsh
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Stephen
P. Marsh,
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President
& Chief Executive Officer
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