FIDELITY D & D BANCORP INC 8-K

What Happened
Fidelity D & D Bancorp, Inc. (FDBC) filed an 8‑K stating that its Board approved and adopted Amended and Restated Bylaws, effective April 21, 2026. The revisions update corporate governance language to conform with the Pennsylvania Business Corporation Law (BCL), add a Vice Chairman position, change indemnification from permissive to mandatory in certain respects, modernize notice procedures to allow email/electronic delivery, and replace gender‑specific pronouns with gender‑neutral language. The full Amended Bylaws are attached as Exhibit 3.1 to the filing.

Key Details

• Effective date: April 21, 2026 (Board approval and adoption).
• Governance alignment: Multiple sections (including Article 11) updated to conform Board powers and duties with the Pennsylvania BCL.
• Leadership change: Article 18 adds a Vice Chairman of the Board (Section 18.2).
• Indemnification: Article 23 revised (Sections 23.1–23.12) to move from permissive to mandatory indemnification consistent with BCL requirements.
• Communications update: Article 32 modernizes notice rules to include email and other electronic technologies.

Why It Matters
These bylaw changes clarify and modernize the company’s governance framework, which can affect how directors and officers are protected and how the Board operates. Mandatory indemnification can strengthen legal protections for directors and officers, potentially reducing personal risk for corporate service. Adding a Vice Chairman role and updating notice procedures reflect organizational and communication updates that may improve leadership flexibility and faster shareholder/board communications. Investors should note these are governance changes (not financial results); the detailed bylaws are available as Exhibit 3.1 in the filing.