Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Vitro Biopharma, Inc.: Filed Third Amended and Restated Articles of Incorporation to require 66-2/3% vote to remove directors, set board size range, restrict calling special meetings, and reflect reverse stock split capitalization (effective 2023-06-30).
- Change
- charter amendment
- Effective
- 2023-06-30
Exact text from the filing
The New Articles served to amend the Company’s Second Amended and Restated Articles of Incorporation, as amended, to, among other things: ● require the affirmative vote of shares representing at least 66-2/3% of the voting power of all of the then outstanding shares entitled to vote in an election of directors to remove any or all directors; ● provide that the Board of the Company will consist of not less than three nor more than fifteen directors, with the then-authorized number of directors to be fixed from time to time by resolution of the Board; and ● permit special meetings of the shareholders of the Company to be called by only the Chairman of the Board or a majority of the members of the Board.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Vitro Biopharma, Inc.: Adopted Amended and Restated Bylaws to address meeting locations, shareholder action by majority vote, amendment procedures, advance notice for nominations, and conform to Nevada law (effective 2023-06-30).
- Change
- bylaw amendment
- Effective
- 2023-06-30
Exact text from the filing
On June 23, 2023, the Board approved and adopted, subject to the New Articles becoming effective, the Amended and Restated Bylaws of the Company (the “New Bylaws”). The New Bylaws became effective immediately upon the filing and effectiveness of the New Articles. Among other things, including immaterial, modernizing and technical changes, the New Bylaws: ● expressly address the location of meetings of the Company’s shareholders, whether such meetings are held at a designated place or solely by means of remote communication; ● permit action by shareholders holding the majority of the voting power of all of the then outstanding shares on all matters, other than election of members of the Board, which will be elected by a plurality vote; ● permit amendment or repeal of the New Bylaws only by the affirmative vote of a majority of the Board or of holders of at least a majority of the voting power of the shares of the then outstanding voting stock of the Company; ● provide for advance notice
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