The boardof Lodi, Calif.-based Farmers &Merchants Bancorp approved certain amendments to its bylaws, which wentinto effect March 29, as disclosed in a Form 8-K filed April 4.
The board'samended bylaws prevent stockholders from calling special meetings for a substantiallycomparable matter submitted to the stockholders within the last 12 months. Furtherrestrictions to scheduling stockholder meetings were also in the amendment.
The amendmentadded a new section, designating the state and federal courts within the State ofDelaware as exclusive forums for any legal actions, such as claims of breach offiduciary duty owed to the company or claims arising pursuant to the provisionsof corporate law or certificate of incorporation or bylaws, the filing noted.
The amendmentsalso modified certain director qualification requirements, including a residencyrequirement increase from two years to four years and a share ownership requirementstipulating that a candidate to the board must have held shares of the company formore than two years, unless his or her election is approved by two-thirds of theexisting board.