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| BK > SEC Filings for BK > Form 8-K on 17-Apr-2009 | All Recent SEC Filings |
17-Apr-2009
Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Fin
On April 14, 2009, the Board of Directors of The Bank of New York Mellon
Corporation (the "Corporation") amended and restated the By-Laws of the
Corporation to reflect certain changes: (1) Section 9 of Article Two was amended
to reflect that at least 25% of regular meetings of the Board of Directors are
no longer required to be held in Pittsburgh, Pennsylvania; (2) Section 1 of
Article Three was amended to reflect that in the absence or disqualification of
a member of a committee of the Board of Directors, specific direction for
replacing "Continuing BNY Directors" and "Continuing Mellon Directors", as such
terms are defined in Article Five of the By-Laws, are no longer required,
(3) Section 5 of Article Five was amended to reflect that each of the Board of
Directors' Human Resources and Compensation Committee, Executive Committee,
Audit Committee, Corporate Governance and Nominating Committee and Risk
Committee are no longer required to be composed of certain numbers of
"Continuing BNY Directors" and "Continuing Mellon Directors", as such terms are
defined in Article Five of the By-Laws, and chaired by such directors,
(4) Section 3 of Article Three and Section 7 of Article Four were amended to
reflect the change of the name of the committee of the Board of Directors
formerly called the "Audit and Examining Committee" to the "Audit Committee" and
(5) Section 9 of Article Two and Section 4 of Article Five reference the Board
of Directors' constating document as the "Corporate Governance Guidelines"
rather than "Board Policies".
(d) EXHIBITS.
Item No. Description
3.1 Provisions of The Bank of New York Mellon Corporation By-Laws as amended
April 14, 2009.
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