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ORI > SEC Filings for ORI > Form 8-K on 23-Aug-2013All Recent SEC Filings

Show all filings for OLD REPUBLIC INTERNATIONAL CORP | Request a Trial to NEW EDGAR Online Pro



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

Item 5.03 Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year

On August 21, 2013, the Board of Directors adopted a new Article IX as part of the Company's By-laws. This new Article IX became effective that day and provided that unless the Corporation consents in writing to an alternative forum, that 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 fiduciary duty owed by any director, officer or other employee to the Corporation or its stockholders, (iii) any action asserting a claim against the Corporation, any director, officer or other employee of the Corporation arising pursuant to any provision of the Delaware General Corporation Law, the Corporation's Certificate of Incorporation or its By-laws, or (iv) any action asserting a claim against the Corporation, any director, officer or other employee governed by the internal affairs doctrine.

A copy of the Corporation's Restated By-laws as of August 21, 2013, which includes this new Article IX, is included as Exhibit 99.2 hereto.

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