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FLIR > SEC Filings for FLIR > Form 8-K on 31-Oct-2013All Recent SEC Filings

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

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

On October 23, 2013, the Company's Board of Directors approved an amendment to the Company's Second Restated Bylaws ("Bylaws") which: (i) added Article VIII - Exclusive Forum, (ii) corrected certain typographical errors in the prior version of the Bylaws, and (iii) renumbered former Articles VIII and IX to conform with the newly added Article VIII. New Article VIII provides as follows:


Unless the corporation consents in writing to the selection of an alternative forum, 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 or officer or other employee of the corporation to the corporation or the corporation's shareholders, (iii) any action asserting a claim against the corporation or any director or officer or other employee of the corporation arising pursuant to any provision of the Oregon Business Corporation Act or the Articles of Incorporation or these Second Restated Bylaws (as either may be amended or restated from time to time), or
(iv) any action asserting a claim against the corporation or any director or officer or other employee of the corporation governed by the internal affairs doctrine shall be a state court located within the State of Oregon (or, if no state court located within the State of Oregon has jurisdiction, the federal district court for the District of Oregon).

The foregoing description of the amendment to the Company's Bylaws is qualified in its entirety by the full text of the Second Restated Bylaws (as amended effective October 23, 2013), a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.
The following exhibits are furnished herewith:
3.1 Second Restated Bylaws of FLIR Systems, Inc., as amended through October 23, 2013.

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