Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 4, 2020, the Board of Directors (the “Board”) of Wayside Technology Group, Inc., a Delaware corporation (the “Company”), approved and adopted, effective immediately, the Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”) to modernize and update the Company’s bylaws to (a) conform to the Delaware General Corporation Law (the “DGCL”); (b) reflect recent developments in public company governance; (c) remove certain outdated provisions and eliminate redundancies; (d) clarify certain corporate procedures; and (e) conform language and style. The Amended and Restated Bylaws include amendments to:
●reflect that under the DGCL the Board has the power to call a special meeting of stockholders;
●clarify the procedures for stockholder meetings, including those held solely by means of remote communication;
●provide procedures for the calling of special meetings of stockholders upon the request of stockholders that in the aggregate satisfy the ownership requirements set forth in the Company’s Certificate of Incorporation;
●update the provisions governing the notice of stockholder meetings, including to permit electronic notice;
●reflect amendments to the DGCL that permit the use of blockchain ledgers and record keeping;
●provide that, in accordance with the DGCL, where a separate vote by a class or classes of stock is required with respect to a particular matter, the presence at the meeting, in person or by proxy, of the holders of record of a majority of the shares of such class or classes of stock then issued and outstanding and entitled to vote thereon shall be necessary and sufficient to constitute a quorum with respect to a vote on such matter;
●update, clarify and modernize the provisions governing who will serve as chair of a stockholder meeting and the powers of the chair of the meeting, including the power of the chair to adjourn the meeting; ●update, clarify and modernize the procedures governing voting by stockholders and the use of proxies;
●update and modernize the provisions governing inspectors of election; ●reflect that stockholder proposals made pursuant to Rule 14a-8 under the Exchange Act of 1934, as amended, need not comply with the advance notice provisions contained in the Company’s Certificate of Incorporation;
●update and modernize the provisions governing the setting of record dates;
●specify procedures for the stockholder action by written consent;
●update and modernize the procedures for meetings of the Board, including notice of the meetings;
●require that directors confirm any verbal resignation in writing or by electronic means;
●update and modernize provisions regarding the committees of the Board;
●update and modernize provisions regarding the officers of the Company;
●update and modernize the provisions governing the indemnification of officers and directors of the Company, which provide (i) that the Company is required to indemnify (and advance expenses to) directors and officers to the maximum extent permitted by applicable law and (ii) that the Company may, with
