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):
November 30, 1999 (November 16, 1999)
MARYLAND 0-24047 52-1782444 --------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) |
On November 16, 1999, the Registrant elected by resolution of its Board of Directors to become subject to Sections 3-804 and 3-805 of Subtitle 8 of Title 3 of the Maryland General Corporation Law ("MGCL") all as more particularly described in the Articles Supplementary filed as Exhibit 3.3 hereto. Section 3-804 requires at least a two-thirds vote of the stockholders for the removal of directors, and then only for cause in accordance with Section 2-406(b)(3) of the MGCL, and vests in the Board of Directors the power to fix the number of directors by resolution and to fill any vacancies on the Board of Directors for the remainder of the full term of the class of directors in which the vacancy occurred. Section 3-805 specifies that stockholders may only call a special meeting of the stockholders on the written request of the stockholders entitled to cast at least a majority of the votes entitled to be cast at the meeting. In the event of any inconsistency with the charter and bylaws of the Registrant, the aforesaid provisions of Subtitle 8 of Title 3 of the MGCL shall govern.
(c) Exhibits. The following exhibits are filed as part of -------- this report on Form 8-K:
EXHIBIT NO. DESCRIPTION
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3.3 Articles Supplementary, dated
November 16, 1999
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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.
GLEN BURNIE BANCORP
Date: November 30, 1999 By: /s/ F. William Kuethe, Jr.
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F. William Kuethe, Jr.
President
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GLEN BURNIE BANCORP
ARTICLES SUPPLEMENTARY
TO THE
ARTICLES OF INCORPORATION
GLEN BURNIE BANCORP (hereinafter called "The Corporation"), a corporation organized and existing under the General Corporation Law of the State of Maryland ("MGCL") hereby certifies to the Department of Assessments and Taxation of the State of Maryland (the "Department") that by resolution of its Board of Directors duly adopted at a meeting duly called and held on November 16, 1999, The Corporation elected to become subject to the following provisions of Subtitle 8 of Title 3 of the MGCL and no other:
A. Section 3-804 which requires at least a two-thirds vote of the stockholders for the removal of directors, and then only for cause in accordance with Section 2-406(b)(3) of the MGCL, and vests in the Board of Directors the power to fix the number of directors by resolution and to fill any vacancies on the Board of Directors for the remainder of the full term of the class of directors in which the vacancy occurred; and
B. Section 3-805 which specifies that stockholders may only call a special meeting of the stockholders on the written request of the stockholders entitled to cast at least a majority of the votes entitled to be cast at the meeting.
In the event of any inconsistency with the charter or bylaws of The Corporation, the aforesaid provisions of Subtitle 8 of Title 3 of the MGCL shall govern.
IN WITNESS WHEREOF, Glen Burnie Bancorp has caused these presents to be signed in its name and on its behalf by its President and Chief Executive Officer and witnessed by its Secretary, and the undersigned officers acknowledge that these Articles Supplementary are the act of The Corporation, that to the best of their knowledge, information and belief all matters and facts set forth herein relating to the authorization and approval of these Articles Supplementary are true in all material respects, and that this statement is made under the penalties of perjury.
Date: November 16, 1999 GLEN BURNIE BANCORP
By: /s/ F. William Kuethe, Jr.
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F. William Kuethe, Jr.
President and Chief
Executive Officer
WITNESS:
/s/ Dorothy A. Abel
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Dorothy A. Abel
Secretary
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