Farmers & Merchants Bancorp Amends Bylaws to Allow Issuance of Uncertificated Securities

On February 11, 2025, Farmers & Merchants Bancorp, a Delaware corporation, announced amendments to its By-laws concerning the issuance of uncertificated securities. The Board of Directors approved these modifications, which became effective on the same day.

The amendments to the By-laws, detailed in Exhibit 3.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission, primarily focus on permitting the company to issue shares in uncertificated form. Specifically, Sections 7.5 and 7.6 of the Bylaws were revised to enable the Corporation’s stock to participate in a Direct Registration System (DRS), which necessitates the ability to issue uncertificated securities.

Section 7.5 now states that the Board of Directors may decide that some or all classes or series of the Corporation’s stock could be represented by uncertificated shares. This change ensures that shareholders holding stock represented by certificates can opt to have them issued in uncertificated form.

Moreover, Section 7.6 addresses the issuance of new certificates for shares lost, stolen, or destroyed, iterating that the Corporation may replace lost certificates after due diligence is performed, including requiring an affidavit from the owner and a sufficient indemnifying bond.

While this summary encapsulates the key adjustments made to the By-laws of Farmers & Merchants Bancorp, the complete text of the amended By-laws, effective February 11, 2025, is available in Exhibit 3.1 of the Form 8-K filing.

The Company also provided the mandatory financial information, including the amendments made, in compliance with Item 9.01 of the Securities Exchange Act of 1934, along with the relevant exhibits.

Executed on February 13, 2025, by Bart R. Olson, the Executive Vice President & Chief Financial Officer, the By-laws amendments signify an important step for Farmers & Merchants Bancorp in adapting to modern practices surrounding the issuance of securities.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Farmers & Merchants Bancorp’s 8K filing here.

About Farmers & Merchants Bancorp

Farmers & Merchants Bancorp operates as the bank holding company for Farmers & Merchants Bank of Central California that provides various banking services to businesses and individuals. The company accepts various deposit products, including checking, savings, money market, time certificates of deposit, and individual retirement accounts.