Genesee & Wyoming Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 07/01/2019   Download
SEC Document
SEC Filing

Effective June 30, 2019, the Board of Directors adopted resolutions to amend and restate G&W’s Amended and Restated By-laws to add a new Article VII, which provides that unless G&W consents in writing to the selection of an alternative forum, the sole and exclusive forum for (A) any derivative action


or proceeding brought on behalf of G&W, (B) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of G&W to G&W or G&W’s stockholders, (C) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware or the Certificate of Incorporation or the By-laws of G&W (as either may be amended from time to time) or a claim as to which Title 8 of the Delaware Code confers jurisdiction upon the Court of Chancery, or (D) any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware.