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8-K - CURRENT REPORT - LAZARE KAPLAN INTERNATIONAL INCv383843_8k.htm

Exhibit 3(ii)

Article VIII

 

Forum for Adjudication of Disputes

 

Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum shall be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) for any of the following: (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) 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 Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or the Corporation’s Certificate of Incorporation or Bylaws (as either may be amended from time to time), or (iv) any action asserting a claim governed by the internal affairs doctrine.