Japan Smaller Capitalization Fund Inc.

08/30/2024 | Press release | Distributed by Public on 08/30/2024 14:14

Amendments to Bylaws Form 8 K

Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective on August 26, 2024, the Amended and Restated Bylaws of Japan Smaller Capitalization Fund, Inc. (the "Company") were amended (as amended, the "Amended Bylaws").

The Amended Bylaws, in addition to other changes:


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decrease the threshold required to call a special meeting from a majority of the votes casts to 35% of the votes cast;

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clarify that the Board may postpone, reschedule or cancel any annual meeting;

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clarify that the Chair of the Board, the President or the Board of Directors may postpone, reschedule or cancel any special meeting of stockholders previously called by any of them;

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expressly provide for stockholder meetings to be held by remote communication;

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clarify that no notice of any meeting need to be given to any stockholder who attends such meeting;

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clarify that the chair of a meeting may adjourn a meeting for any or no reason;

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clarify the powers of the chair of a meeting;

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clarify procedures relating to the use of proxies;

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provide that a stockholder must be a holder of record through the date of the annual meeting;

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enhance the existing procedural mechanics and require additional disclosures and representations in connection with stockholder nominations of directors and submissions of stockholder proposals, including ongoing disclosure obligations;

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require the submission of a directors' questionnaire, which a stockholder must request in writing from the Secretary and which the Secretary shall provide to such stockholder within ten (10) days after receiving such request;

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clarify that the Board has the power to appoint a chair of a committee and to add or withdraw powers previously delegated to a committee;

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provide that Board meetings can be called on less than 24 hours' notice if necessary;

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adopt an exclusive forum provision for certain litigation;

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add a severability provision; and

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make various other updates, including ministerial and conforming changes, and changes in furtherance of gender equality.
The foregoing description of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended Bylaws, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.