Meritage amends bylaws concerning business combinations, removal of directors

By Lisa Kerner

Charlotte, N.C., Aug. 21 - The board of directors of Meritage Homes Corp. adopted amended and restated bylaws, according to a form 8-K filing with the Securities and Exchange Commission.

The bylaws now clarify that directors may only be removed for cause to conform to Maryland law and raise the threshold for stockholders calling a special meeting to at least 50%, from at least 25%, of all the votes entitled to be cast at the meeting. In addition, the bylaws provide that only the directors can amend the bylaws and limit the matters that can be acted on at a stockholders meeting to those included in the meeting notice.

Meritage's board also granted a limited exemption to an investor group that includes director Robert G. Sarver from the provisions of the Maryland General Corp. Business Combinations Act. According to the filing, the law basically prohibits a public corporation from engaging in a business combination with a 10% or larger stockholder for a five-year period, unless the board of directors pre-approves the stockholder.

The investor group reported on Aug. 17 in an SEC filing, and disclosed at a board meeting, that it had been buying Meritage common stock for investment and owned 2,246,200 shares, or 8.6%, of the Scottsdale, Ariz., homebuilder.

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