ONE Gas (NYSE: OGS) revises by-laws on board chair committee roles
Rhea-AI Filing Summary
ONE Gas, Inc. reports that its Board of Directors approved and made effective Amended and Restated By-laws on August 4, 2026. The update allows the chair of the Board, if so appointed, to serve as a full member of one or more standing or special committees, with the same voting, quorum and other rights as other committee members.
Unless the Board determines otherwise, the chair may also serve as an ex-officio participant on all standing committees and will chair any executive committee. In the ex-officio role, the chair may attend and participate in meetings but has no voting rights, is not counted for quorum, and is not treated as a committee member for by-law, legal or stock exchange composition and independence requirements. The changes specify that the chair’s participation must not cause any committee to fail to meet applicable law, regulation or listing standards. The full Amended and Restated By-laws are provided as an exhibit and incorporated by reference.
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8-K Event Classification
2 items: 5.03, 9.01
2 items
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Effective date of Amended and Restated By-laws: August 4, 2026
Exhibit number for Amended and Restated By-laws: 3.1
2 metrics
Effective date of Amended and Restated By-laws
August 4, 2026
Board approval and effectiveness date for updated ONE Gas, Inc. by-laws
Exhibit number for Amended and Restated By-laws
3.1
Exhibit containing the full text of the Amended and Restated By-laws of ONE Gas, Inc.
Key Terms
Amended and Restated By-laws, ex-officio, standing committees, executive committee
4 terms
Amended and Restated By-laws regulatory
"our Board of Directors approved and adopted Amended and Restated By-laws"
ex-officio regulatory
"the chair of the Board may serve as an ex-officio member of all standing committees"
A designation meaning someone holds a role or board seat automatically because of another official position they occupy, not because they were separately elected or appointed to that specific post. For investors, ex‑officio members can affect corporate governance and decision-making like an automatic representative; think of them as a person who comes to a committee because their job title carries that membership, similar to a school principal serving on a parent-teacher council by virtue of their position.
standing committees regulatory
"the chair of the Board may serve as an ex-officio member of all standing committees"
executive committee regulatory
"shall be the chair of any executive committee of the Board"
An executive committee is a small group of top leaders within an organization responsible for making important decisions and setting strategic direction. Think of it as the company's steering team, guiding the overall course and ensuring management actions align with long-term goals. For investors, understanding the executive committee helps gauge how decisions are made at the highest level and how leadership might influence the company's future performance.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What governance change did ONE Gas (OGS) adopt on August 4, 2026?
ONE Gas’ Board approved Amended and Restated By-laws effective August 4, 2026. The revision focuses on how the board chair may serve on board committees, clarifying when the chair can be a full voting member versus an ex-officio participant without voting or quorum status.
How do the amended by-laws affect the ONE Gas (OGS) board chair’s committee roles?
Under the amended by-laws, the Board may appoint its chair as a full member of one or more standing or special committees, with the same rights, powers and responsibilities as other committee members, including voting and quorum participation, when the Board chooses to make such an appointment.
What is the ex-officio status of the ONE Gas (OGS) board chair under the new by-laws?
Unless the Board decides otherwise, the chair may serve as an ex-officio participant on all standing committees. In this role, the chair may attend meetings and join discussions but has no voting rights, is not counted for quorum, and is not considered a committee member.
How do the ONE Gas (OGS) by-law changes address compliance with listing standards?
The amended by-laws state that the board chair must not participate on any committee in a way that causes the committee to fail to satisfy applicable law, regulation or stock exchange listing standards, including requirements on committee composition, independence and qualifications.
Who leads the executive committee under ONE Gas (OGS) amended by-laws?
The amended by-laws provide that, unless the Board determines otherwise, the chair of the Board shall be the chair of any executive committee. This clarifies leadership of that committee while preserving compliance with legal and stock exchange requirements on committee structure.
Where is the full text of ONE Gas (OGS) Amended and Restated By-laws available?
ONE Gas indicates that a copy of its Amended and Restated By-laws is filed as Exhibit 3.1 and is incorporated by reference. Investors can review that exhibit to see the complete governance provisions and detailed language governing the board chair’s potential committee roles.