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: May 4, 2010
(Date of earliest event reported)

YWC LOGO

THE YORK WATER COMPANY
(Exact name of registrant as specified in its charter)


PENNSYLVANIA
001-34245
23-1242500
(State or other jurisdiction
(Commission
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
 
130 EAST MARKET STREET
YORK, PENNSYLVANIA
 
17401
(Address of principal executive offices)
(Zip Code)

(717) 845-3601
(Registrant's telephone number, including area code)

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 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 
 

THE YORK WATER COMPANY


Item 5.03.
 
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At its Annual Meeting on May 3, 2010, the Shareholders of The York Water Company (the “Corporation”) approved an amendment to its Amended and Restated Articles of Incorporation (the “Articles”) to eliminate cumulative voting.  The Articles of Amendment to the Articles were filed with the Secretary of the Commonwealth of the Commonwealth of Pennsylvania on May 3, 2010 and became effective immediately upon filing.

Specifically, the third sentence of Article V of the Articles was amended to read in its entirety as follows:
“Holders of Common Stock shall not have the right to cumulate their votes for the election of directors of the Corporation.”

Prior to this amendment, the Holders of Common Stock did have the right to cumulate their votes for the election of directors of the Corporation.

The Articles, as amended and restated, are being filed as Exhibit 3.1 to this Current Report on Form 8-K and are hereby incorporated herein by reference.

Item 5.07.
 
Submission of Matters to a Vote of Security Holders.
 
The Annual Meeting of the Shareholders of The York Water Company was convened May 3, 2010 at the Strand Capital Performing Arts Center, 50 North George Street, in the City of York, Pennsylvania, at 1:00 P.M. for the purpose of taking action upon the following proposals:
 
(1)
To elect three (3) Directors to three-year terms of office.
 
The actions taken by the Shareholders concerning the election of Directors are as follows:
 
   
For
 
Withheld
 
Broker Non-votes
   
 
Cynthia A. Dotzel
6,787,389
votes
 
127,632
votes
 
3,366,698
   
 
William T. Morris
6,764,249
votes
 
150,772
votes
 
3,366,698
   
 
Jeffrey S. Osman
6,768,872
votes
 
146,149
votes
 
3,366,698
   
 
The following Directors’ terms of office continued after the Annual Meeting:
 
 
John L. Finlayson
Michael W. Gang
Jeffrey R. Hines
 
George W. Hodges
George Hay Kain, III
 
 
Thomas C. Norris
Ernest J. Waters
 
 
(2)
To approve an amendment of our Amended and Restated Articles of Incorporation to eliminate cumulative voting.
 
The actions taken by the Shareholders concerning the amendment of our Amended and Restated Articles of Incorporation to eliminate cumulative voting are as follows:
 
 
For Approval
5,688,643
Shares
   
 
Against Approval
1,074,217
Shares
   
 
Abstaining From Voting
152,161
Shares
   
 
Broker Non-vote
3,366,698
Shares
   
           
 
 
 
 
 
 
(3)
To ratify the appointment of ParenteBeard LLC as the independent registered public accounting firm for the fiscal year ending December 31, 2010.
 
The actions taken by the Shareholders concerning the appointment of ParenteBeard LLC independent accountants are as follows:
 
 
For Approval
10,065,512
Shares
 
 
Against Approval
112,872
Shares
 
 
Abstaining From Voting
103,335
Shares
 
 
Broker Non-vote
-
Shares
 
 
 
Item 9.01
Financial Statements and Exhibits.
   
(d) Exhibits.
 
   
Exhibit No.
Description of Exhibit
   
3.1




 
 
 

THE YORK WATER COMPANY


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 thereunto duly authorized.


 
THE YORK WATER COMPANY
 
       
Date: May 4, 2010
By:
/s/ Kathleen M. Miller  
   
Kathleen M. Miller
 
   
Chief Financial Officer
 
       

 

 
EXHIBIT 3.1  
 
 
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
THE YORK WATER COMPANY


Article I.

The name of the Corporation is The York Water Company.

Article II.

The address of the registered office of the Corporation in this Commonwealth is 130 East Market Street, York, Pennsylvania 17401.

Article III.

The purpose or purposes for which the corporation is incorporated are:

(a)   To engage in, and do any lawful act concerning, any or all lawful business for which a corporation may be incorporated under the Business Corporation Law.
 
(b)   To supply water to the public in the following municipalities or portions thereof in the Commonwealth of Pennsylvania, and to such persons residing therein or adjacent thereto as may desire the same:
 
All of the City of York, the Boroughs of East Prospect, Glen Rock, Hellam, Jacobus, Jefferson, Longanville, Manchester, Mount Wolf, New Freedom, New Salem, North York, Railroad, Seven Valleys, Shrewsbury, Spring Grove, West York, Wrightsville, York Haven and Yorkanna and the Townships of East Manchester, Hellam, Manchester, Shrewsbury, Springfield, Spring Garden, Springettsbury and West Manchester, and parts of the Townships of Codorus, Conewago, Hopewell, Jackson, Lower Windsor, Newberry, North Codorus, North Hopewell, Windsor and York, all in the County of York and Commonwealth of Pennsylvania.
 
(c)   To divert, develop, pump, impound, distribute or furnish water from either surface or subsurface sources to or for the public in the territory described in clause (b) of this Article III and also in such additional territory within the Commonwealth of Pennsylvania as may be specifically described in Application Docket proceedings hereafter voluntarily commenced by the corporation (pursuant to appropriate resolutions of the Board of Directors duly entered upon the minutes of the corporation) before the Pennsylvania Public Utility Commission or its successor in office for the purpose of enlarging the territory in which the corporation may lawfully offer, render, furnish or supply water to the public.
 
(d)   To engage in all other matters incidental to any or all of such purposes.

Article IV.

The term for which the Corporation is to exist is perpetual.

 
 
 

Article V.

The aggregate number of shares which the Corporation shall have authority to issue is 47,000,000 shares, divided into 46,500,000 shares of Common Stock, without par value, and 500,000 shares of Series Preferred Stock without par value.  At any meeting of the shareholders, each holder of Common Stock shall be entitled to one vote per share.  Holders of Common Stock shall not have the right to cumulate their votes for the election of directors of the Corporation.  The board of directors shall have the full authority permitted by law to determine the voting rights, if any, and designations, preferences, qualifications, limitations, restrictions, and the special or relative rights of any class or any series of any class of the Series Preferred Stock that may be desired.

Any or all classes and series of shares, or any part thereof, may be represented by uncertificated shares to the extent determined by the Board of Directors, except that any shares represented by a certificate that are issued and outstanding shall continue to be represented thereby until the certificate is surrendered to the Corporation.