Syms' board amends bylaws to establish meeting procedures

By Lisa Kerner

Charlotte, N.C., Jan. 12 - The board of directors of Syms Corp. adopted amended and restated bylaws, it was reported in a form 8-K filed with the Securities and Exchange Commission.

The amendments establish procedures for the conduct of shareholder meetings, modify the responsibilities of particular officers and eliminate overlap with some applicable corporate laws, the company said.

Syms, a Secaucus, N.J.-based off-price retailer, said that under the amendments:

• Shareholder meetings will follow an agenda distributed at the beginning of such meetings;

• Advance notification procedures for bringing matters before an annual meeting of shareholders and for bringing certain matters before special meetings of shareholders will be established;

• Special meetings of shareholders may only be called by the chairman of the board, the president or a majority of the board, except as otherwise required by law;

• Notice of shareholders meetings may be delivered personally and/or by mail and/or by other means permitted by law;

• The board shall consist of not less than three or more than seven members;

• Special meetings of the board may be held on 24 hours' advance notice;

• All board committees shall have at least two members; and

• Officers may be removed by the board with or without cause.

The advance notification provisions of the amended and restated bylaws require shareholders who want to present matters at the annual meeting, including nominations of directors, to provide notice not less than 120 days prior to the first anniversary of the preceding year's annual meeting, the filing said.

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