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PRAA > SEC Filings for PRAA > Form 8-K on 31-Jul-2014All Recent SEC Filings




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

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

On July 28, 2014, the Board of Directors (the "Board") of Portfolio Recovery Associates, Inc. (the "Company") adopted amendments to the Company's Bylaws (the "Bylaws Amendments"), which became effective immediately upon their adoption. The principal amendments to the Bylaws provide for the shifting of litigation expenses in intra-company litigation, to the fullest extent permitted by law, to an unsuccessful plaintiff who does not obtain a judgment on the merits that substantially achieves, in substance and amount, the full remedy sought, and that a plaintiff in such litigation is required to pay all of its own litigation expenses, as well as all fees, costs and expenses of the Company's directors, officers or employees, and will not be entitled to recover such litigation expenses from the Company, regardless of whether the plaintiff is successful. The Board also approved Bylaws Amendments that provide that unless the Company consents in writing to the selection of an alternate forum, to the fullest extent permitted by law, a state or federal court in the State of Delaware shall be the exclusive forum for derivate actions or proceedings brought against the Company, asserting a breach of fiduciary duty owed by a director, officer or other employee of the Company to the Company or the Company's stockholders, asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or asserting a claim governed by the internal affairs doctrine. The Bylaws Amendments also include a number of other ministerial, clarifying and conforming changes, including matters concerning Board communications and other Board actions taken by electronic means.

The above description of the Bylaws Amendments is qualified in its entirety by reference to the text of the Bylaws filed as Exhibit 3.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 3.1 The Company's Amended and Restated Bylaws Effective as of July 28, 2014

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