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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
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Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
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Date
of Report (Date of Earliest Event Reported):
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NOVEMBER 13,
2007
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FIRST
MID-ILLINOIS BANCSHARES, INC.
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(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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0-13368
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37-1103704
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(State
of Other Jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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1515
CHARLESTON AVENUE
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MATTOON,
IL
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61938
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(217)
234-7454
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(Registrant’s
Telephone Number, including Area Code)
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR
240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR
240.13e-4(c))
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(i)
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Amendment
to Article II Section 2 to change the time of the annual meetings
of
stockholders, commencing with the year 2008, from 11:00 a.m. on the
third
Wednesday in May to 4:00 p.m. on the last Wednesday of
April.
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(ii)
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Amendment
to Article II Section 4 to add the following as the new third sentence
thereof, to provide for the security of electronic stockholder
information: “In the event that the Corporation determines to make the
list available on an electronic network, the Corporation may take
reasonable steps to ensure that such information is available only
to the
stockholders of the Corporation.”
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(iii)
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Amendment
to Article III to remove Section 2 in order to provide that the first
meeting of each newly elected board of directors be held in a manner
consistent with other regular or special board of director
meetings.
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(iv)
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Amendment
to Article III Sections 3 and 5 to allow for electronic transmission
in
connection with the calling of special meetings of the board of directors
and in connection with the board of directors taking action by written
consent.
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(v)
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Amendment
to Article IV Section 1 to add the following to the end of the last
sentence thereof in order to expand the type of permissible electronic
transmission with respect to the types of notice that may be given
to
directors: “or, to the extent permissible under Section 232 of the
Delaware Corporation Law, other electronic transmission to the number
or
address specified in the records of the
Corporation.”
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(vi)
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Amendment
to Article IV Section 2 to allow for waivers of certain notice
requirements to be given electronic transmission by adding “or a waiver by
electronic transmission by the person entitled to notice” after the words
“signed by the person or persons entitled to said
notice.”
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(vii)
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Amendment
to Article VI Section 1 to specifically provide for uncertificated
shares
by (a) adding the words “Uncertificated Shares” after the words
“Certificates of Stock” in the heading thereof, (b) adding the following
as the new first sentence thereof: “Some, all or any series of shares of
the Corporation may be uncertificated shares.”, and (c) inserting
“Notwithstanding the Corporation’s authority to issue uncertificated
shares,” before the word “every” in what will then be the second
sentence.
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(viii)
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Amendment
to Article VI Section 4 to provide for further regulation of
uncertificated shares by adding the following as the new last sentence
thereof: “The board of directors may make such additional rules and
regulations concerning the issue, transfer and registration of
certificates for shares or uncertificated shares as it may deem necessary
but that are not inconsistent with these
by-laws.”
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(ix)
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Amendment
to Article VI to add the following sentences as the new Section 6:
“If no
record date is fixed by the board of directors with regard to determining
the stockholders entitled to notice of or to vote at any meeting
of
stockholders or any adjournment thereof, the record date shall be
at the
close of business on the next day preceding the day on which notice
is
given, or, if notice is waived, at the close of business on the day
next
preceding the day on which the meeting is held. If no record
date is fixed by the Board of Directors with regard to determining
stockholders entitled to express consent to corporate action without
a
meeting, when no prior action by the board of directors is required
by the
certificate of incorporation of the Corporation or by statute, the
record
date shall be the first date on which a signed written consent setting
forth the action taken or proposed to be taken is delivered in the
manner
required by law to the Corporation at its registered office in the
State
of Delaware or at its principal place of business or to an officer
or
agent of the Corporation having custody of the book in which proceedings
of meetings of the Corporation’s stockholders are recorded; and if no
record date has been fixed by the board of directors and prior action
by
the board of directors is required by the certificate of incorporation
or
by statute, the record date for determining stockholders entitled
to
consent to corporate action without a meeting shall be at the close
of
business on the day on which the board of directors adopts the resolution
taking such prior action. If no record date is fixed by the
board of directors with regard to determining stockholders entitled
to
receive payment of any dividend or other distribution or allotment
of any
rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other
lawful
action, the record date shall be at the close of business on the
day on
which the board of directors adopts the resolution relating
thereto.”
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(x)
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Amendment
to Article VI to add the following sentences as the new Section 7:
“Only
those who shall be stockholders of record on the record date so fixed
as
aforesaid shall be entitled to such notice of, and to vote at, such
meeting and any adjournment thereof, or to consent to such corporate
action in writing, or to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise
any
rights in respect of any change, conversion or exchange of stock,
as the
case may be, notwithstanding the transfer of any stock on the books
of the
Corporation after the applicable record
date.”
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(xi)
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Amendment
to Article VII defining “electronic transmission” by adding Section 6 with
(a) the following heading: “Electronic Transmissions” and (b) the
following sentence under such heading: “For purposes of these by-laws,
“electronic transmission” means any form of communication, not directly
involving the physical transmission of paper, that creates a record
that
may be retained, retrieved, and reviewed by a recipient, and that
may be
directly reproduced in paper form by such recipient through an automated
process.”
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(xii)
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In
addition, non-substantive language and conforming changes, generally
to
make the provisions gender neutral, and other technical updates were
made
in Article I (Offices) Section 2; Article II (Meetings of Stockholders)
Sections 4, 5, 9, 10 and 11; Article III (Meetings of the Board of
Directors) Sections 1, 2 as amended, 3 as amended and 5 as amended,
Section 6 as amended (Committee of Directors), and Section 8 as amended
(Compensation of Directors); Article IV (Notices) Section 1; Article
V
(Officers) Sections 1, 4 and 5, Sections 6 and 7 (The President),
Section
8 (The Vice-Presidents) Sections 9 and 10 (The Secretary and Assistant
Secretary), and Sections 11, 12, 13 and 14 (The Treasurer and Assistant
Treasurers); Article VI (Certificates of Stock; Uncertificated Shares)
Sections 1 and 2, Section 3 (Lost Certificates), Section 4 (Transfer
of
Stock), Section 5 (Fixing Record Date), and Section 8 as amended
(Registered Stockholders); Article VII (General Provisions) Section
1 and
2 (Dividends), Section 3 (Checks), Section 4 (Fiscal Year), and Section
5
(Seal). In addition certain sections were renumbered to reflect
the addition and deletion of various
sections.
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Exhibit
3.1
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Amended
and Restated Bylaws of First Mid-Illinois Bancshares, Inc., as amended
as
of November 13, 2007, marked to show the changes resulting from the
amendments reported in this Current Report on Form
8-K.
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Exhibit
3.2
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Amended
and Restated Bylaws of First Mid-Illinois Bancshares, Inc., as amended
as
of November 13, 2007.
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