KORU Medical Systems Amends Bylaws on Director Removal Authority

What Happened KORU Medical Systems, Inc. (KRMD) filed an 8-K reporting that on August 13, 2026 its Board of Directors unanimously adopted an amendment to Section 3.05 of the company’s Amended and Restated By‑laws. The amendment states that, consistent with the Delaware General Corporation Law, the authority to remove a director is vested exclusively in the affirmative vote of shareholders holding a majority of the company’s outstanding shares. The Board noted it has not voted to remove, nor had any intention or agreement to remove, any director.

Key Details

• Effective date of the amendment: August 13, 2026.
• Change: Section 3.05 of the By‑laws amended to specify that a shareholder majority (affirmative vote of holders of a majority of outstanding shares) is the sole authority to remove a director.
• Board action: Unanimous adoption by the Board; no director removals have occurred or been planned.
• Filing: Amendment is included as Exhibit 3.1 to the Form 8‑K.

Why It Matters This is a governance clarification that explicitly assigns director removal power to shareholders holding a majority of outstanding shares, aligning the company’s bylaws with Delaware law. For investors, the amendment clarifies who can remove directors (the shareholders, not the board), which affects oversight, accountability and the mechanics of any future board contests or governance actions. There are no reported changes to management or immediate impacts on operations or financial results.