Attached files
file | filename |
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8-K - CURRENT REPORT - LYRIS, INC. | lyris_8k.htm |
Exhibit 3.1
Amendment No. 2 to First Amended and Restated Bylaws of Lyris, Inc.
Effective September 13, 2013
The First Amended and Restated Bylaws are hereby amended to add a new Article XI, Section 11 to read in its entirety as follows:
Section 11. Choice of
Forum.
Unless the Corporation consents in
writing to the selection of an alternative forum, the Court of Chancery of the
State of Delaware shall be the sole and exclusive forum for: (a) any derivative
action or proceeding brought on behalf of the Corporation; (b) any action
asserting a claim of breach of a fiduciary duty owed by any director, officer or
other employee of the Corporation to the Corporation or the Corporations
stockholders; (c) any action asserting a claim against the Corporation arising
pursuant to any provision of the DGCL or the Certificate of Incorporation or
these Bylaws; or (d) any action asserting a claim against the Corporation
governed by the internal affairs doctrine. Any person or entity purchasing or
otherwise acquiring any interest in shares of capital stock of the Corporation
shall be deemed to have notice of and to have consented to the provisions of
this Section 11.