Attached files
| file | filename |
|---|---|
| 8-K - 8-K - Nuance Communications, Inc. | d100489d8k.htm |
| EX-99.3 - EX-99.3 - Nuance Communications, Inc. | d100489dex993.htm |
| EX-99.2 - EX-99.2 - Nuance Communications, Inc. | d100489dex992.htm |
| EX-99.1 - EX-99.1 - Nuance Communications, Inc. | d100489dex991.htm |
| EX-2.1 - EX-2.1 - Nuance Communications, Inc. | d100489dex21.htm |
Exhibit 3.1
NUANCE COMMUNICATIONS, INC.
BYLAWS AMENDMENT
The Bylaws of Nuance Communications, Inc. are hereby amended as set forth below:
| 1. | Article II, Section 8. Section 8 of Article II of the Bylaws is hereby amended to delete such section in its entirety and replace it with the following: |
“The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum, at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. Whether or not a quorum shall be present or represented at any meeting of the stockholders, the chairman of the meeting shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.”
| 2. | Article IX. The Bylaws are hereby amended to add a new Article IX, as set forth below: |
“ARTICLE IX
EXCLUSIVE FORUM
Section 1. Exclusive Forum for Internal Actions. Unless the Corporation consents in writing to the selection of an alternative forum, 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 current or former director, officer, employee, agent or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, the Certificate of Incorporation or these Bylaws, or (d) any action asserting a claim governed by the internal affairs doctrine, shall be the Court of Chancery of the State of Delaware. If the Court of Chancery of the State of Delaware lacks jurisdiction over such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another court of the State of Delaware or, if no court of the State of Delaware has jurisdiction, then the United States District Court for the District of Delaware.
Section 2. Exclusive Forum for Securities Act Claims. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.”