ISBA Updates Bylaws: Remote Meetings, Indemnification, Exclusive Forum

Rhea-AI Filing Summary

Isabella Bank Corporation updated and restated its bylaws effective immediately after Board approval, refining how shareholder meetings and governance matters are handled. The Amended Bylaws require annual shareholder meetings and limit business at those meetings to properly brought items, clarify who may call and how to conduct special meetings, and set procedures for proxy registration, proposal and nomination submissions, and director questionnaire disclosures. They permit meetings by remote electronic communications, align notice and other provisions with the Michigan Business Corporation Act, extend indemnification and advancement of expenses for directors and certain executive officers to the fullest extent permitted, and establish an exclusive forum for certain shareholder lawsuits. The description here is a summary and the full Amended Bylaws are filed as Exhibit 3.1.

Positive

• Modernizes governance by permitting remote electronic meetings and updating notice provisions to align with the MBCA
• Clarifies shareholder meeting procedures, including who may call special meetings and how proposals and nominations are submitted
• Strengthens director protections through indemnification and advancement of expenses to the fullest extent permitted under applicable law and FDIC-related rules
• Improves procedural certainty via proxy registration rules and specified meeting organization and conduct

Negative

• Exclusive forum clause may limit shareholders' choice of venue for lawsuits, which could be seen as reducing shareholder leverage
• Director nomination requirements (questionnaire disclosures) could raise barriers for some shareholder-nominated candidates

Insights

Corporate Governance Expert

TL;DR: Bylaw updates modernize governance and reinforce director protections while tightening shareholder meeting procedures.

The Amended Bylaws formalize annual meetings and restrict business to properly presented items, which reduces the likelihood of surprise agenda items but can limit ad hoc shareholder actions. Clarified special meeting procedures and proxy registration improve procedural certainty for management and investors. Requiring questionnaires for shareholder-nominated director candidates enhances transparency about candidate conflicts or commitments but may raise barriers for some nominees. The exclusive forum clause centralizes shareholder litigation, potentially reducing forum-shopping but also constraining plaintiffs' venue choices. Overall, changes are procedural and protective for the board, with limited immediate financial impact.

Risk Analyst

TL;DR: Amendments reduce certain governance risks for the company while shifting some leverage away from shareholders.

Permitting remote meetings and updating notice provisions reduces operational risk and aligns the corporation with statutory requirements under the MBCA. Expanded indemnification and expense advancement for directors and covered officers may increase contingent liabilities exposure, though such provisions are common and tied to statutory limits and FDIC-related rules referenced. The exclusive forum provision and tightened proposal/nomination mechanics may lower litigation and governance disruption risk, but could be viewed unfavorably by activist shareholders seeking flexibility. No financial metrics were provided, so materiality to financial statements cannot be assessed from this disclosure alone.

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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): September 24, 2025

ISABELLA BANK CORPORATION

(Exact name of registrant as specified in its charter)

Michigan

000-18415

38-2830092

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

401 North Main Street

Mt. Pleasant

Michigan

48858-1649

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (989) 772-9471

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 l4a-12 under the Exchange Act (17 CFR 240.l4a-l2)

☐ Pre-commencement communications pursuant to Rule l4d-2(b) under the Exchange Act (17 CFR 240.l4d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.l3e-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, no par value per share			ISBA			The Nasdaq Stock Market LLC

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 September 24, 2025, the Board of Directors (the "Board") of Isabella Bank Corporation, a Michigan corporation (the "Corporation"), approved and adopted the Second Amended and Restated Bylaws of the Corporation (the "Amended Bylaws"), effective immediately.

The Amended Bylaws amend and restate the Amended and Restated Bylaws of the Corporation, as amended (the "Former Bylaws"), to, among other things:

•provide that annual meetings of shareholders shall be held each year and only business properly brought before

any annual meeting of shareholders may be transacted at such annual meeting;

•clarify who may call a special meeting of shareholders;

•establish specific procedures surrounding a special meeting of shareholders;

•provide for the registration of proxies to be voted at meetings of shareholders;

•clarify the organization of meetings, the order of business at and the conduct of meetings of the shareholders;

•specify how shareholders are to submit proposals or director nominations;

•require that all shareholder-nominated director nominees for election or reelection to the Board must complete a

questionnaire disclosing certain commitments or relationships between the nominee and others of which the

Corporation may not otherwise be aware;

•provide that meetings of shareholders or the Board may be held by means of remote electronic communications,

as permitted by the Michigan Business Corporation Act (the "MBCA");

•amend the notice provisions of the Former Bylaws to more accurately reflect the requirements of the MBCA;

•provide that the Corporation is entitled to rely on its books and records of the registered owners of shares;

•provide that directors and officers of the Corporation are protected in certain circumstances when relying on

information, opinions, reports, or statements, including financial statements and other financial data, made by

certain experts (such as legal counsel, auditors or appraisers), consistent with the MBCA;

•provide that the indemnification and advancement of expenses to directors and executive officer (as such term is

defined in 17 C.F.R. 240.3b-7) of the Corporation shall be made to the fullest extent permitted under the MBCA

and consistent with Section 18(k) of the Federal Deposit Insurance Act and any regulations promulgated

thereunder including, but not limited to, 12 C.F.R. Part 359; and

•establish an exclusive forum for certain shareholder lawsuits to be brought against the Corporation.

Finally, the Amended Bylaws contain updates to conform to the MBCA as well as several non-substantive, ministerial, clarifying, and conforming changes.

This description of the Amended Bylaws is only a summary and is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.						Description
3.1						Second Amended and Restated Bylaws of Isabella Bank Corporation, as amended and restated on September 24, 2025.
104						Cover page interactive data file - the cover page XBRL tags are embedded within the inline XBRL document

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.

ISABELLA BANK CORPORATION

Dated:

September 30, 2025

By:

/s/ Jerome E. Schwind

Jerome E. Schwind, President and Chief Executive Officer

INDEX TO EXHIBITS

Exhibit No.						Description
3.1						Second Amended and Restated Bylaws of Isabella Bank Corporation, as amended and restated on September 24, 2025.
104						Cover page interactive data file - the cover page XBRL tags are embedded within the inline XBRL document

FAQ

What changes did Isabella Bank (ISBA) make to its bylaws?

The Amended Bylaws require annual shareholder meetings, clarify special meeting procedures, set proxy registration and nomination rules, allow remote meetings, align notice provisions with the MBCA, expand indemnification, and establish an exclusive forum for certain lawsuits.

Do the Amended Bylaws allow virtual shareholder meetings for ISBA?

Yes. The Amended Bylaws provide that meetings of shareholders or the Board may be held by remote electronic communications as permitted by the Michigan Business Corporation Act.

How do the changes affect shareholder nominations at ISBA?

Shareholder-nominated director nominees must complete a questionnaire disclosing certain commitments or relationships, and the bylaws specify how shareholders must submit proposals or nominations.

Do the Amended Bylaws change director indemnification for ISBA?

Yes. They provide that indemnification and advancement of expenses to directors and certain executive officers will be made to the fullest extent permitted under the MBCA and consistent with FDIC-related rules.

Where can investors read the full text of Isabella Bank's Amended Bylaws?

The summary states the full Amended Bylaws are filed as Exhibit 3.1 to the Current Report and are incorporated by reference.