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UNITED STATES
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) May 26, 2005
JACKSONVILLE BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Florida 001-14853 59-3472981
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
100 North Laura Street, Jacksonville, Florida 32202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 904-421-3040
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(Former name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
[ ] 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))
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ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR.
On May 24, 2005, Jacksonville Bancorp, Inc. amended its bylaws to include a
mandatory retirement age. A copy of the Amendment to Amended and Restated Bylaws
reads as follows:
AMENDMENT TO AMENDED AND RESTATED BYLAWS
OF
JACKSONVILLE BANCORP, INC.
ARTICLE III
BOARD OF DIRECTORS
* * *
SECTION 4. REMOVAL OF DIRECTORS.
Directors may be removed:
(a) for any reason by a vote of the shareholders owning a majority
of the shares then entitled to vote at an election of directors;
(b) as required by applicable federal or state laws and regulations
or the guidelines of any bank regulatory authority; or
(c) to the extent permitted by law, for cause, by a vote of not less
than a majority of the disinterested directors entitled to vote,
at a meeting noticed and called expressly for that purpose. The
term "cause" is defined to mean the commission of an act of
willful misconduct, self-dealing, malfeasance, gross negligence,
personal dishonesty, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties, or willful
violation of any law, rule or regulation (other than traffic
violations or similar offenses). For purposes of this Section, a
"disinterested director" is defined to be a director who is not
the subject of the removal action.
(d) by mandatory retirement at the Company's Annual Meeting
immediately following his or her 72nd birthday. For purposes of
this Section, mandatory retirement shall exclude all directors
as of the date of this amendment.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
JACKSONVILLE BANCORP, INC.
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(Registrant)
Date: May 26, 2005
/s/ Valerie A. Kendall
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Valerie A. Kendall
Executive Vice President
and Chief Financial Officer