UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 15, 2006
Community Bank System, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-11716 16-1213679
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5790 Widewaters Parkway, DeWitt, New York 13214
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (315) 445-2282
__________________________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION ON BYLAWS; CHANGE IN FISCAL
YEAR
On March 15, 2006, the Board of Directors (the "Board") of Community Bank
System, Inc. (the "Company") voted to amend the Company's Bylaws effective as of
March 15, 2006. The following amendments were made:
- Increased the quorum requirement for Directors action from
one-third to a majority of the entire Board (Article 3.16: Quorum
of Directors);
- Increased the notice requirement for special meetings of the
Board from at least two days prior to the date of the meeting, if
mailed, or not later than the day before the date of the meeting,
if given personally or by telegraph, cable or wireless delivery,
to at least three days' prior notice. (Article 3.12: Special
Meeting);
- Adopted procedures for the Nominating and Corporate Governance
Committee (or other appropriate independent committee designated
by the Board) to designate committee assignments and Chair
positions to the full Board for its consideration and approval
(Article 4.2: Committee Designations and Chairs).
A copy of the Bylaws, as amended, is attached hereto as Exhibit 3.2 and is
incorporated into this Item 5.03 disclosure by reference.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
The following Exhibits are filed as exhibits to this Form 8-K.
EXHIBIT NO. DESCRIPTION
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3.2 Bylaws of Community Bank System, Inc., amended March 15, 2006
attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COMMUNITY BANK SYSTEM, INC.
By: /s/ Sanford A. Belden
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Name: Sanford A. Belden
Title: President and Chief Executive
Officer
Dated: June 30, 2006
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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3.2 Bylaws of Community Bank System, Inc., amended March 15, 2006
attached hereto.