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Independent Bank Corp. (NASDAQ: INDB) filed a Form 8-K to disclose that its Board of Directors adopted Amended and Restated By-laws on June 18, 2025. The filing is limited to governance updates; no financial performance or transactional information is included.
Key shareholder-meeting changes:
- Virtual meetings enabled: Section 3, Article Two now explicitly permits fully remote shareholder meetings.
- Mandatory voter list: New Section 10, Article Two requires the preparation and inspection availability of an eligible-shareholder list, aligning with Massachusetts corporate law.
- Presiding officer clarification: If the Chair is absent, the Chief Executive Officer will chair shareholder meetings (amended Section 6, Article Four).
Key officer-related amendments:
- Election flexibility: Officers other than the Chair, CEO, President, Treasurer and Secretary may now be elected by either the Board or the CEO (amended Section 2, Article Four).
- Bond requirement removed: Language allowing the Board to require officers to post performance bonds has been eliminated (Section 3, Article Four).
- Removal authority clarified: The CEO may remove officers the CEO appointed, while the Board retains the right to remove any officer (Section 5, Article Four).
- Treasurer duties updated; references to Assistant Treasurer and Assistant Secretary positions were deleted (Section 10, Article Four).
The company states that additional immaterial, technical and conforming edits are included throughout the document. The amended By-laws are filed as Exhibit 3.1, with corresponding Inline XBRL cover-page data provided as Exhibit 104.
No changes to fiscal year, financial statements, capital structure or strategic direction are disclosed. Accordingly, the content is best viewed as routine corporate-governance housekeeping with negligible direct impact on near-term valuation.
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