Attached files

file filename
EX-99.1 - EX-99.1 - NCI, Inc.d412204dex991.htm
EX-10.2 - EX-10.2 - NCI, Inc.d412204dex102.htm
EX-10.1 - EX-10.1 - NCI, Inc.d412204dex101.htm
EX-2.1 - EX-2.1 - NCI, Inc.d412204dex21.htm
8-K - 8-K - NCI, Inc.d412204d8k.htm

EXHIBIT 3.1

AMENDMENT NO. 1

TO

BYLAWS

OF

NCI, INC.

Article 7 of the Bylaws of NCI, Inc. is hereby amended by adding the following new Section 7.11:

Section 7.11 FORUM FOR ADJUDICATION OF DISPUTES. Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim for or based on a breach of a fiduciary duty owed by any current or former director or officer or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, including a claim alleging the aiding and abetting of such a breach of fiduciary duty, (c) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or the Certificate of Incorporation or these Bylaws (as each may be amended from time to time) or as to which the Delaware General Corporation Law confers jurisdiction on the Court of Chancery of the State of Delaware, (d) any action asserting a claim related to or involving the Corporation that is governed by the internal affairs doctrine, or (e) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the Delaware General Corporation Law shall be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal court for the District of Delaware). 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 Section 7.11.

Approved by the Board of Directors and effective June 29, 2017.