Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - Ubiquiti Inc. | ubtn8k_nov12018.htm |
Exhibit 3.1
AMENDMENT NO. 1
TO THE AMENDED AND RESTATED BYLAWS
OF
UBIQUITI NETWORKS, INC.
1.
The Amended and Restated Bylaws of Ubiquiti
Networks, Inc. (the “Company”)
are hereby amended to add a new Article XI which reads in its
entirety as follows:
“ARTICLE
XI - FORUM
SELECTION
Unless the corporation consents in writing to the
selection of an alternative forum, the Court of Chancery of the
State of Delaware shall, to the fullest extent permitted by law, be
the sole and exclusive forum for (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 current
or former director, officer, other employee or stockholder of the
corporation to the corporation or the
corporation’s
stockholders, (iii) any action asserting a claim arising pursuant
to any provision of the DGCL, the certificate of incorporation or
these bylaws or as to which the DGCL confers jurisdiction on the
Court of Chancery of the State of Delaware, or (iv) any action
asserting a claim governed by the internal affairs doctrine.
Any person or entity purchasing or otherwise acquiring or
holding any interest in shares of capital stock of the corporation
shall be deemed to have notice of and consented to the provisions
of this Article XI.”
2.
Except
as set forth in this Amendment No. 1 to the Amended and Restated
Bylaws of the Company, the Amended and Restated Bylaws of the
Company remain in full force and effect.
3.
This
Amendment No. 1 to the Amended and Restated Bylaws of the Company
was approved by the Board of Directors of the Company on November
1, 2018.