Eaton Vance Corp.
Extract: Bylaws Amendment (Plain English Desc) from a 8-K on 10/08/2020   Download
SEC Document
SEC Filing

Amendment to Company’s By-Laws

On October 7, 2020, the Company’s Board of Directors adopted an amendment (the “By-Law Amendment”) to the Company’s By-Laws, as amended (the “By-Laws”), which became effective immediately. The By-Law Amendment modifies the By-Laws to (i) amend and restate Section 2.08 thereof in its entirety to clarify the process by which informal actions may be taken by the stockholders of the Company and (ii) add a new Section 8.07 thereto which provides that an Internal Corporate Claim (as that term is defined in Section 1-101(p) of the Corporations and Associations Article of the Annotated Code of Maryland), including any civil actions relating to the Mergers and the transactions related thereto, be brought in the Circuit Court for Baltimore City, Maryland or the federal courts sitting in Baltimore City, Maryland. In the event that any action or proceeding described in clause (ii) of the preceding sentence is pending in the Circuit Court for Baltimore City, Maryland, any stockholder that is party to such action or proceeding shall cooperate in seeking to have the action or proceeding assigned to the Business & Technology Case Management Program. The By-Law Amendment provides that no such action or proceeding may be brought in any court sitting outside the State of Maryland unless the Company consents in writing to such court.