CoastalSouth Bancshares Amends Bylaws: Exclusive Forum & 1% Derivative Rule

What Happened
CoastalSouth Bancshares, Inc. (COSO) announced on July 23, 2026 that its Board approved an amendment to the company's Amended and Restated Bylaws (effective immediately) adding a new Article XII. The amendment designates the Georgia State‑wide Business Court as the sole and exclusive forum for “internal entity claims” under the Georgia Business Corporation Code (unless the company consents in writing to another forum). The change was reported on Form 8‑K filed July 24, 2026; the full text of the amended bylaws is filed as Exhibit 3.2.

Key Details

• Board approval date: July 23, 2026; Form 8‑K filed July 24, 2026.
• New Article XII names the Georgia State‑wide Business Court as exclusive forum for internal entity claims.
• The forum provision expressly does NOT apply to direct claims under the Securities Act of 1933 or the Securities Exchange Act of 1934.
• Bylaws establish a minimum ownership requirement for derivative suits: a shareholder must have owned at least 1% of the company’s issued and outstanding shares at the time of the alleged acts/omissions to have standing.

Why It Matters
The amendment changes where certain shareholder disputes and internal corporate claims must be litigated (Georgia State‑wide Business Court), which affects procedural aspects of such cases. The new 1% ownership threshold limits who can start or maintain derivative lawsuits on behalf of the company, potentially narrowing the pool of shareholders with standing. Investors should review the full amended bylaws (Exhibit 3.2) for complete language and consider how these procedural changes could affect shareholder rights and litigation strategy going forward.