Retail Properties of America, Inc.
Extract: Bylaws Amendment (Plain English Desc) from a 8-K on 01/11/2021   Download
SEC Document
SEC Filing

On July 17, 2021, the Company Board approved an amendment to the Company’s Sixth Amended and Restated Bylaws, as amended (the “Bylaws”) to explicitly provide that the Circuit Court for Baltimore City, Maryland, Business and Technology Case Management Program, or, if that Court does not have jurisdiction, the United States District Court for the District of Maryland, shall be the sole and exclusive forum for state law claims for (a) any derivative action or proceeding brought on behalf of the Company, other than actions arising under federal securities laws, (b) any Internal Corporate Claim, as such term is defined in the Maryland General Corporate Law (“MGCL”), or any successor provision thereof, including, without limitation, (i) any action asserting a claim of breach of any duty owed by any current or former director or officer or other employee of the Company to the Company or to the stockholders of the Company, (ii) any other action asserting a claim against the Company or any current or former director or officer or other employee of the Company arising pursuant to any provision of the MGCL, the Company’s charter or bylaws, or (iii) any action asserting a claim against the Company or any current or former director or officer or other employee of the Company that is governed by the internal affairs doctrine.