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HNBC > SEC Filings for HNBC > Form 8-K on 18-Jun-2009All Recent SEC Filings

Show all filings for HARLEYSVILLE NATIONAL CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for HARLEYSVILLE NATIONAL CORP


18-Jun-2009

Change in Directors or Principal Officers, Amendments to Articles of I


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.

On June 15, 2009, Harleysville National Corporation (the "Corporation") received the resignation of Michael L. Browne, effective immediately, from the boards of directors of the Corporation and Harleysville National Bank and Trust Company (the "Bank"), the Corporation's wholly-owned subsidiary. Mr. Browne served on the Corporation's audit committee, nominating and corporate governance committee, and compensation committee. The resignation was not the result of a disagreement with the Corporation on any matter relating to the Corporation's or Bank's operations, policies or practices. The board of directors thanks Mr. Browne for his service and contributions to the Corporation and Bank.

A press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 5.02 by reference.



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

On June 16, 2009, the Corporation amended and restated its Bylaws to specifically amend (1) Article 5, Section 5.1 to provide for broader proxy voting methods, (2) Article 6, Section 6.1 to increase the maximum time for setting a record date with respect to a shareholder meeting and certain other actions from 50 to 90 days; (3) Article 10, Section 10.1 to increase the number of days prior to the anniversary of the record date of the preceding year's shareholder meeting at which directors were elected that a shareholder must provide notice to the Corporation in order for a shareholder to nominate a candidate for election to the board of directors from 45 to 60 days; and (4) Article 12, Section 12.2 to increase the maximum number of directors in addition to the Chairman of the Board and President of the Corporation on the Executive Committee to up to six directors and to eliminate the restriction that such other directors not be employees of the Corporation.

The Amended and Restated Bylaws are attached hereto as Exhibit 3(ii) and are incorporated in this Item 5.03 by reference.

-2-



Item 9.01. Financial Statements and Exhibits

(a) Financial Statements and Exhibits

None.

(b) Pro Forma Financial Information

None.

(c) Shell Company Transactions.

Not applicable.

(d) Exhibits.

                Exhibit Number              Description
                3(ii)            Amended and Restated Bylaws
                99.1             Press release dated June 18, 2009

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