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

The Board of Directors (the "Board") of Bank of America Corporation (the "Corporation") periodically reviews the Board's and Corporation's governance documents, including the Corporation's Bylaws, as amended on September 12, 2019 (the "Bylaws"). On September 23, 2020, the Board approved and adopted amendments to the Bylaws. The amendments to the Bylaws were effective as of the date approved by the Board.

The Bylaws amendments relate to certain governance practices, including the following:



•Clarification that the Corporation's stockholders may grant and deliver proxies
in accordance with Delaware General Corporation Law provisions allowing
electronic signatures (Article III. Stockholders, Section 8. Proxies);
•Clarification that, except for the election of directors or chairman of a
meeting, an action on a matter is approved if the votes cast favoring an action
exceed the votes cast opposing the action, unless the matter otherwise requires
a greater number of affirmative votes for approval (Article III. Stockholders,
Section 9. Voting of Shares);
•Revisions to provide that the number of persons a stockholder may nominate for
election as a director at the Corporation's annual or a special meeting of
stockholders shall not exceed the number of directors to be elected at such
meeting (Article III. Stockholders, Section 12. Notice of Stockholder Business
and Nominations, Subsections (b) and (f)).
•Revisions to the Emergency Bylaws provisions to affirmatively state that such
bylaws shall be operative during an epidemic or pandemic and whether or not a
quorum of the Board or a standing committee can be established, and provide that
the Board may take actions it determines to be practical and necessary in an
emergency (Article X. Emergency Bylaws, Section 1. Emergency Bylaws).

The amendments also include certain other technical and conforming revisions and clarifications. The foregoing summary is qualified in its entirety by reference to the Bylaws of Bank of America Corporation, as Amended and Restated by the Board of Directors on September 23, 2020, a copy of which (marked to show changes from the prior version) is attached hereto as Exhibit 3.1 and is incorporated in this Item 5.03 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith.


   EXHIBIT NO.            DESCRIPTION OF EXHIBIT

       3.1                  Bylaws of Bank of America Corporation, As Amended by the Board of
                          Directors on September 23, 2020

       104                Cover Page Interactive Data File (embedded in the cover page formatted in
                          Inline XBRL)

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