Form 8K - Amended Bylaws
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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) February
28, 2007
Dominion
Resources, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
|
Virginia
(State
or other jurisdiction
of
incorporation)
|
001-08489
(Commission
File
Number)
|
54-1229715
(IRS
Employer
Identification
No.)
|
|
120
Tredegar Street
Richmond,
Virginia
(Address
of Principal Executive Offices)
|
23219
(Zip
Code)
|
Registrant’s
Telephone Number, Including Area Code (804)
819-2000
(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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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
February 28, 2007, the Board of Directors of Dominion Resources, Inc., (the
“Company” or “Dominion”) adopted amendments to Dominion’s Bylaws effective as of
such date. Apart from non-substantive language and conforming changes and other
technical and cross-reference edits, the Bylaws were amended and restated to
implement the following:
Article
II. Shareholders’ Meetings. This section was revised to delete duplicative
language between this section and Article V - Notice of Shareholders’
Meetings.
Article
V. Notice of Shareholders’ Meetings was revised to add a provision regarding the
procedure to be followed in the event a shareholders’ meeting is adjourned to a
different date, time or place.
Article
VIII. Voting. This section has been revised to provide that when a quorum is
present “action on a matter is approved if the votes cast favoring the action
exceed the votes cast opposing the action, unless the action is the election
of
directors…”
Article
XII. Manner of Election of Directors. This section has been added to define
the
manner in which directors are to be elected. The new section provides that,
while directors are to be elected in the manner provided by Virginia law, in
the
case of an uncontested election, if a director does not receive a majority
vote,
that director shall tender a resignation to the Board of Directors. The Board
of
Directors has 90 days to act on the offered resignation.
Article
XVI. Action Without a Meeting. This section has been revised to allow a
director’s consent to be withdrawn under specific circumstances.
Article
XVII. Director Resignation and Removals. This section has been added to the
bylaws to describe the standards by which a director may resign or be removed.
Article
XVIII. Board Vacancies. This section has been added to the bylaws to prescribe
how a vacancy left by a director may be filled.
Article
IV. Special Meetings., Article XIX. Officers., Article XX. Eligibility of
Officers., Article XXI. Duties and Authority of Chairman of the Board of
Directors, Vice Chairman, Chief Executive Officer and Others, and XXVIII
Certificates and Records for Shares. The title of Chief Executive Officer has
been added as an officer title to these sections.
The
foregoing is a brief description of the amendments to the Company’s Bylaws and
is qualified in its entirety by reference to the full text of the Amended and
Restated Bylaws. This description should be read in conjunction with the
Company’s Amended and Restated Bylaws, a copy of which is filed as Exhibit
3.1 and is incorporated by reference.
Item
9.01 FINANCIAL STATEMENTS AND EXHIBITS
|
Exhibit
|
|
|
3.1
|
Dominion
Resources, Inc. Bylaws Amended and Restated, effective February 28,
2007
(filed herewith).
|
SIGNATURE
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.
|
DOMINION
RESOURCES, INC.
Registrant
|
| |
|
/s/
Patricia A. Wilkerson
|
|
Patricia
A. Wilkerson
Vice
President and Corporate Secretary
|
| |
Date:
March 2, 2007