ITEM 5.03. AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS.
Effective December 17, 2008, the Board of Directors of RGC Resources, Inc.
("Resources") adopted Amended and Restated Bylaws of Resources. The normal
retirement date of directors was extended by two years. Section 2 of Article II
was amended to change the date of normal retirement to be the date of the Annual
Meeting of Stockholders succeeding the director's 72nd birthday, from the 70th
birthday.
The Amended and Restated Bylaws of Resources are being filed today as Exhibit
3(b) to Resources's Annual Report on Form 10-K.
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