SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 19, 2011
BANK OF THE JAMES FINANCIAL
GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Virginia | 000-50548 | 20-0500300 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
| 828 Main Street, Lynchburg, VA | 24504 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(434) 846-2000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On April 19, 2011, the Board of Directors of Bank of the James Financial Group, Inc. (the “Company”) amended the Company’s Bylaws (the “Bylaws”) as follows: i) Article 1, Section 1 was amended to make clear that the Board of the Directors is authorized to provide by resolution that the shares of the corporation may be issued without certificates; and ii) Article 1, Section 4 was amended to make that section consistent with the amendment to Article 1, Section 1. The amendments were effective on April 19, 2011.
The Bylaws, as amended and restated as of April 19, 2011, are attached as Exhibit 3.2 to this Current Report on Form 8-K and are incorporated in this Item 5.03 by reference. The description of the amendments is qualified in its entirety by reference to the attached Bylaws as amended and restated.
Item 9.01 - Financial Statements and Exhibits.
(a) Financial statements of businesses acquired – not applicable
(b) Pro forma financial information – not applicable
(c) Exhibits
Exhibit | Exhibit Description | |
| 3.2 | Amended and Restated Bylaws of the Company as of April 19, 2011 | |
SIGNATURE
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 21, 2011 | BANK OF THE JAMES FINANCIAL GROUP, INC. | |||
| By | /s/ J. Todd Scruggs | |||
J. Todd Scruggs Secretary-Treasurer | ||||
EXHIBIT INDEX
Exhibit | Exhibit Description | |
| 3.2 | Amended and Restated Bylaws of the Company as of April 19, 2011 | |