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DST > SEC Filings for DST > Form 8-K on 2-Aug-2013All Recent SEC Filings

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Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statem

Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year

On July 30, 2013, the Board of Directors of DST Systems, Inc., referred to herein as the Company, amended the bylaws of the Company. The amendments are described below:

Section 14 of Article II of the Bylaws entitled "Consent of Directors in Lieu of Meeting" is amended to allow that directors may use electronic transmission to take certain actions permitted to be taken in writing, and to allow electronic means of record retention.

A new section designated Article IX of the Bylaws is added to the Bylaws, and the current Article IX is renumbered as Article X. The text of new Article IX is set forth below:


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 (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 against the Corporation or any director, officer or other employee of the Corporationarising pursuant to any provision of the General Corporation Law of Delaware or the Corporation's Certificate of Incorporation or Bylaws, or (iv) any action asserting a claim against the Corporation or any director, officer or other employee of the Corporation governed by the internal affairs doctrine of the State of Delaware; provided, however, that, in the event that the Court of Chancery of the State of Delaware lacks jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the State of Delaware. Failure to enforce the foregoing provisions would cause the Corporation irreparable harm and the Corporation shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions. 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 consented to the provisions of this Article IX.

A copy of the Company's Bylaws, as amended and restated to incorporate the amendments described above, is filed herewith as Exhibit 3.2.

Item 9.01 Financial Statements and Exhibits

(d). Exhibits.

3.2 Amended and Restated Bylaws of DST Systems, Inc. (as adopted July 30, 2013).

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