02/12/2026 | Press release | Distributed by Public on 02/12/2026 14:21
Item 5.03 Amendments to Articles of Incorporation or Bylaws
On February 11, 2026, the Board of Directors of Vaso Corporation ("Vaso") adopted amendments to Vaso's Bylaws, as further described below. These amendments were effective February 11, 2026. Apart from non-substantive language and conforming changes and other technical and cross-reference edits, the Bylaws were amended in the manner summarized below:
Article I: provided for greater flexibility for Vaso with respect to the timing of the annual meeting of stockholders by allowing the Board to more broadly pick the date and clarified the business that may be transacted at a special meeting of stockholders; added provisions providing more detail on ability of Vaso to call, and the requirements for, virtual meetings of stockholders; revised the existing provision regarding who chairs stockholder meetings and how they are to be conducted to provide greater detail and include the ability of the board of Vaso to adopt rules for stockholder meetings; conformed the quorum required for stockholder meetings to match the percentage stated in Vaso's Articles of Incorporation; removed the right of stockholders to take action without a meeting.
Article II: Conformed the language regarding the number of directors to match the provision in Vaso's Articles of Incorporation.
Article III: added additional detail to the process of establishing committees of the board.
Article IV: updated the list and description of officers of Vaso to add the position of Chief Operating Officer and conform the duties of officers to that addition and current practices, including having separate duties for the position of President and Chief Executive Officer.
Article V: provided additional detail and specificity as to activities undertaken by officers on behalf of Vaso that will be indemnified by Vaso; clarified the standard, consistent with Delaware law, for indemnification; provided for mandatory advancement of expenses with respect to indemnified matters; provided for discretionary indemnification of non-officers.
Article VII: expressly provided for uncertificated shares and added details on certificated versus uncertificated shares.
The foregoing summary is qualified in its entirety by reference to the complete text of Vaso's amended and restated Bylaws, which are attached as Exhibit 3.1 to this Form 8-K.