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BANF > SEC Filings for BANF > Form 8-K on 29-May-2013All Recent SEC Filings

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Material Modification to Rights of Security Holders, Amendments to Articles o

Item 3.03 Material Modification to Rights of Security Holders.

The information included in Item 5.03 of this Current Report on Form 8-K is hereby incorporated into this Item 3.03 by reference.

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

At the Company's annual meeting of shareholders held on May 23, 2013, the Company's shareholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), to declassify the board of directors and provide for the annual election of directors. The board of directors also approved an amendment to the Certificate of Incorporation to remove the supermajority vote required to amend
Section A of Article 7, the provisions of which deal with the number, classes and terms of directors. The amendment to the Certificate of Incorporation became effective May 23, 2013.

The text of the Amendment to the Certificate of Incorporation is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference.

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