📰 What This Document Is 📢

This document is a highly complex legal filing (Form 8-K) containing two exhibits: a Certificate of Amendment and the full Amended and Restated Bylaws for the company. Think of this less like a financial report and more like a Constitution for the company. It doesn't discuss sales or revenue; instead, it outlines the core rules, operational structure, and leadership authority that govern how the company—and its leadership—can legally operate.

👉 In simple terms: The company is changing its name and, in the process, fully updating and reissuing its internal rulebook to formalize its governance structure.

🏢 Company Identity and Name Change 🔄

Before diving into the complex rules, the most critical announcement is the company's name change. The filing confirms that the legal identity of Montrose Environmental Group, Inc. is undergoing a major rebrand.

• Old Name: Montrose Environmental Group, Inc.
• New Name: Onterris, Inc.
• The Action: The Certificate of Amendment formally changes the name of the corporation to Onterris, Inc.
• Why it matters: A name change is a major public signal that the company is strategically pivoting, repositioning itself in the market, or launching a new phase of growth under a fresh brand identity. This signals a commitment to a new corporate future.

🗳️ Stockholder Rights and Meeting Rules 🧑‍⚖️

These sections of the Amended Bylaws detail the rights of the company's shareholders (stockholders) and the strict rules for holding shareholder meetings. This ensures that no single group can unilaterally pass major decisions.

• Annual and Special Meetings: The bylaws govern how both annual and special meetings of stockholders are called, providing rules for notice periods (10 to 60 days) and the methods of delivery (mail, courier, or electronic transmission).
• Quorum Requirements: To conduct any business, a minimum number of shareholders must be present, or represented by a proxy. For general business, a majority of the voting power of outstanding stock is required to form a quorum.
• Calling Special Meetings: Extraordinary power is granted to shareholders: A special meeting can be requested by any persons who own or represent at least 45% of the total voting power of the outstanding stock.
• Voting Power: Stockholders generally receive one vote per share. Most major corporate actions require the affirmative vote of at least a majority of the voting power of the stock present in person or represented by proxy.

🧑‍💼 Officers, Board, and Corporate Authority ⚖️

The bylaws establish a detailed hierarchy of authority, defining who runs the show—from the most senior executives down to the minute-takers.

• Board of Directors (The Core Bosses): The Board manages the company’s overall affairs. The size is flexible, ranging from a minimum of three (3) to a maximum of fifteen (15) directors.
• Board Meetings: Regular meetings do not require notice, but special meetings require specific notification protocols. The Board can use written consent or electronic transmission to make decisions without holding a physical meeting.
• Executive Officers: The bylaws define specific roles:
  • Chief Executive Officer (CEO): Holds the primary responsibility for corporate policy and overall strategy.
  • President: Manages and controls the daily operations of the company.
  • Chief Financial Officer (CFO): Provides overall supervision of all financial operations.
  • Other Officers: Roles like Treasurer, Secretary, and Controller are defined with specific duties relating to finance, records, and accounting.
• Signature Authority: The rules are clear: Contracts and major documents can be executed by the CEO or the President. Other officers (CFO, Vice Presidents, Treasurer, Secretary, or Controller) can only sign documents related to their specific duties.

🎯 Committee Oversight and Structure 🧩

The Board of Directors has the ability to create internal committees. These committees help delegate specialized tasks and are key to running a large organization efficiently.

• Committee Power: Committees can exercise many powers of the full Board of Directors, helping to manage the company's business and affairs.
• Limitations: Despite their broad powers, committees cannot adopt or amend the company's bylaws or approve any matter that the Delaware General Corporation Law (DGCL) requires to be submitted directly to the shareholders for approval.
• Decision Making: A majority of directors serving on a committee constitutes a quorum for action.

🔒 Legal Protection and Indemnification 🛡️

Because directors and officers take on personal liability when they manage a corporation, the bylaws include robust sections to protect them. This is a critical feature that encourages talented people to take on leadership roles.

• Right to Indemnification: The company commits to covering all legal costs, losses, and expenses (including attorney’s fees) incurred by a director or officer ("indemnitee") while serving, even if they face lawsuits.
• Advancement of Expenses: The company further commits to paying for legal expenses before a final judgment is reached, provided the officer gives an undertaking (a promise) to repay the funds if they are later found not to be entitled to indemnification.

📜 Administrative Details and Mechanics 💼

These sections cover the necessary legal details that keep the corporate machine running smoothly, from record keeping to adopting rules.

• Secretary's Role: The Secretary is designated as the central record-keeper, responsible for maintaining all minutes, records, and ensuring all required notices are properly distributed.
• Board Rules: The Board retains the power to adopt rules and regulations to govern the conduct of its own meetings and the overall management of the company's affairs.
• Emergency Bylaws: In the event of a disaster or catastrophe, the bylaws provide a mechanism for the remaining directors or officers to still convene and take necessary actions to keep the company running.

🧭 Contact and Finalizing the Structure 🗺️

This filing was finalized on April 17, 2026, with the Certificate of Amendment being executed by Nasym Afsari, who holds the title of General Counsel and Secretary.

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🧠 The Analogy

The Amended and Restated Bylaws are like the rulebook for an exclusive club. Montrose Environmental Group was the club, but now it's renamed Onterris, Inc. The bylaws tell every member—from the CEO to the janitor—exactly what they can say, what they can do, and how they must behave when they show up for a meeting. They are the ultimate guidelines that keep the massive, complex machine of the corporation legally aligned and operational.

🧩 Final Takeaway

Montrose Environmental Group is formally rebranding as Onterris, Inc. The extensive filing of the new bylaws confirms that the company is formalizing its governance structure, establishing clear lines of command, and setting protective legal rules for its leadership to manage its future operations.