Houghton Mifflin Harcourt Company
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 10/06/2020   Download
SEC Document
SEC Filing

On September 30, 2020, the Board of Directors (the “Board”) of Houghton Mifflin Harcourt Company (the “Company”) approved the amendment and restatement of the Company’s by-laws (the “Amended and Restated By-Laws”). The Amended and Restated By-Laws, which were effective upon adoption by the Board, include the following changes:

 

 

Clarifying the process by which written stockholder consents can be signed and delivered by electronic means, in accordance with recent changes to the General Corporation Law of the State of Delaware (the “DGCL”) (Section 2.13);

 

Adding provisions for special notice and quorum requirements for Board meetings during an emergency situation of the type described in Section 110(a) of the DGCL, and limiting the liability of directors acting pursuant to such provisions to willful misconduct (Section 3.18); and

 

Clarifying that the exclusive forum provision does not apply to claims for which the federal courts have exclusive jurisdiction (Section 6.9).