5 thoughts on “Amended Bylaws”

  1. I asked the robot to compare the 2024 bylaws with 2021 bylaws Below is it’s summary (for what it’s worth)

    ### Significant Differences between 2021 and 2024 Bylaws of Texas Pacific Land Corporation 

    1. **ARTICLE I – OFFICES AND RECORDS**: 

       – **Registered Office**: 

         – 2021: No significant changes. 

         – 2024: Explicitly states the registered office is at the Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware. 

    2. **ARTICLE II – STOCKHOLDERS**: 

       – **Annual Meetings**: 

         – 2021: The Board may postpone, reschedule, or cancel any annual meeting of stockholders previously scheduled by the Board. 

         – 2024: Clarified that the annual meeting must be within the first six months of the fiscal year. 

       – **Stockholder List**: 

         – 2021: Made accessible on an electronic network or at the principal place of business. 

         – 2024: Added a provision that if a meeting is held solely by remote communication, the list must be accessible electronically during the meeting. 

       – **Notice of Meeting**: 

         – 2021: Detailed requirements for the notice of meetings. 

         – 2024: Added the requirement for written notice at least 10 days and not more than 60 days before the meeting. 

       – **Quorum and Adjournment of Meetings**: 

         – 2021: Holders of a majority of the voting power present in person or by proxy constitute a quorum. 

         – 2024: Same, but clarified that if no quorum, the chair of the meeting may adjourn. 

       – **Notice of Stockholder Business and Nominations**: 

         – 2021: Detailed requirements for nominations and proposals. 

         – 2024: Added specific timelines and requirements for stockholder nominations and proposals, including delivery methods and required information. 

    3. **ARTICLE III – BOARD OF DIRECTORS**: 

       – **Number**: 

         – 2021: Not less than seven (7) nor more than eleven (11) directors. 

         – 2024: Not less than seven (7) nor more than fifteen (15) directors. 

       – **Powers**: 

         – 2021: Standard management of business and affairs. 

         – 2024: Added specific duties related to the oversight of corporate governance practices and policies. 

    4. **ARTICLE IV – COMMITTEES**: 

       – **Designation; Powers**: 

         – 2021: General powers and authority of committees. 

         – 2024: Added the requirement for the adoption of a charter for each committee and the power to delegate authority to subcommittees. 

    5. **ARTICLE V – OFFICERS**: 

       – **Chair of the Board**: 

         – 2021: General duties of the Chair. 

         – 2024: Clarified duties, including reporting to the Board and ensuring the implementation of Board resolutions. 

    6. **ARTICLE VI – STOCK CERTIFICATES AND TRANSFERS**: 

       – **Stock Certificates and Transfers**: 

         – 2021: Standard procedures for issuing and transferring stock certificates. 

         – 2024: Emphasized the possibility of uncertificated shares and detailed electronic transfer instructions. 

    7. **ARTICLE VII – MISCELLANEOUS PROVISIONS**: 

       – **Fiscal Year**: 

         – 2021: Fiscal year fixed by resolution of the Board. 

         – 2024: Explicitly stated as ending on December 31 each year. 

       – **Seal**: 

         – 2021: Use of corporate seal. 

         – 2024: Clarified use and form of the corporate seal. 

       – **Indemnification and Advancement of Expenses**: 

         – 2021: Detailed indemnification and advancement of expenses provisions. 

         – 2024: Expanded to include specific conditions for indemnification and the process for advancing expenses. 

    8. **ARTICLE VIII – AMENDMENTS**: 

       – **Amendments**: 

         – 2021: Board and stockholders can amend bylaws with a majority vote. 

         – 2024: Added specific voting requirements for stockholder amendments and clarified that no amendment can invalidate prior acts. 

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  2. Sure. Here’s more of what the pile-of-nuts-and-bolts says has to say about Article VIII.

    Detailed Comparison of Amendments (Article VIII) between 2021 and 2024 Bylaws 

    2021 Bylaws: 

    ARTICLE VIII: AMENDMENTS 

    • SECTION 8.1: 
    • The Board of Directors (Board) is explicitly authorized to adopt, amend, or repeal the bylaws. 
    • Adoption, amendment, or repeal of the bylaws by the Board requires the approval of a majority of the Board. 
    • Stockholders also have the power to adopt, amend, or repeal the bylaws. 
    • Any adoption, alteration, amendment, or repeal of the bylaws by the stockholders requires the affirmative vote of not less than a majority of the voting power of the then-outstanding shares entitled to vote, voting together as a single class. 
    • No bylaws adopted or amended, nor any repeal, shall invalidate any prior act of the Board that was valid at the time it was taken. 

    2024 Bylaws: 

    ARTICLE VIII: AMENDMENTS 

    • SECTION 8.1: 
    • The Board is explicitly authorized to adopt, amend, or repeal the bylaws. 
    • Adoption, amendment, or repeal of the bylaws by the Board requires the approval of a majority of the Board. 
    • Stockholders also have the power to adopt, amend, or repeal the bylaws. 
    • Any adoption, alteration, amendment, or repeal of the bylaws by the stockholders requires the affirmative vote of not less than a majority of the voting power of the then-outstanding shares entitled to vote, voting together as a single class. 
    • No bylaws adopted or amended, nor any repeal, shall invalidate any prior act of the Board that was valid at the time it was taken. 
    • Additional Provisions: 
    • Any amendment, repeal, modification, or adoption that would adversely affect the rights to indemnification or advancement of expenses as provided in Section 7.9 shall be prospective only and shall not affect any act or omission occurring prior to the amendment or adoption. 
    • Added clarity that any changes to the bylaws that affect indemnification rights will only apply to future actions and not retroactively. 

    Key Differences and Expansions: 

    1. Prospective Application of Changes: 
    • 2021: General provision that no bylaw amendment, repeal, or adoption invalidates prior acts of the Board. 
    • 2024: Specifically includes a provision that any changes to indemnification and advancement of expenses rights are prospective and will not impact actions or decisions made before the changes. This provides additional legal protection for directors and officers regarding their indemnification rights. 
    1. Clarity on Indemnification Rights: 
    • 2024: Explicitly states that any amendments affecting indemnification rights will not apply retroactively. This is a critical addition ensuring that directors and officers can rely on the indemnification provisions that were in place at the time of their actions, providing them with greater legal certainty and protection. 
    1. Voting Requirements: 
    • Both: The requirements for adopting, amending, or repealing the bylaws by the Board and stockholders remain the same, requiring a majority vote. 
    • 2024: Emphasizes the same voting requirement but with added clarity on the treatment of indemnification provisions. 

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  3. Things have been relatively quiet on this board for the last few months, and I guess that’s a good thing after so many months of chaos! Nice share appreciation YTD, solid 1Q earnings, positive outlook on the water business, legal fees not an issue, no foolish share authorizations (yet, and with Stahl on the M&A committee there is hopefully checks and balances in place). No complaints. Onward and upward to the $667 price that equates to magic $2,000 price before the split.

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