BYLAWS, AS AMENDED
OF
EASTGROUP PROPERTIES, INC.
A Maryland Corporation
Amended through December 7, 2007
EASTGROUP PROPERTIES, INC.
BYLAWS
TABLE OF CONTENTS
PAGE
ARTICLE I OFFICES..............................................................1
Section 1. PRINCIPAL OFFICE.................................................1
Section 2. ADDITIONAL OFFICES...............................................1
ARTICLE II STOCKHOLDERS........................................................1
Section 1. ANNUAL MEETING...................................................1
Section 2. SPECIAL MEETING..................................................1
Section 3. PLACE OF MEETINGS................................................2
Section 4. NOTICE...........................................................2
Section 5. SCOPE OF NOTICE..................................................2
Section 6. QUORUM...........................................................2
Section 7. VOTING...........................................................3
Section 8. PROXIES..........................................................3
Section 9. LIST OF STOCKHOLDERS.............................................3
Section 10. VOTING OF STOCK BY CERTAIN HOLDERS...............................3
Section 11. INSPECTORS.......................................................4
Section 12. NOMINATIONS AND STOCKHOLDER BUSINESS.............................5
Section 13. INFORMAL ACTION BY STOCKHOLDERS..................................6
ARTICLE III DIRECTORS..........................................................7
Section 1. GENERAL POWERS; QUALIFICATIONS...................................7
Section 2. NUMBER AND TENURE................................................7
Section 3. REGULAR MEETINGS.................................................7
Section 4. SPECIAL MEETINGS.................................................7
Section 5. VACANCY ON BOARD.................................................8
Section 6. NOTICE...........................................................8
Section 7. QUORUM...........................................................8
Section 8. VOTING...........................................................9
Section 9. TELEPHONE MEETINGS...............................................9
Section 10. INFORMAL ACTION BY DIRECTORS.....................................9
Section 11. COMPENSATION.....................................................9
Section 12. REMOVAL OF DIRECTORS.............................................9
Section 13. RESIGNATION......................................................9
Section 14. LOSS OF DEPOSIT..................................................9
Section 15. SURETY BONDS....................................................10
Section 16. RELIANCE........................................................10
Section 17. CERTAIN RIGHTS OF DIRECTORS.....................................10
ARTICLE IV COMMITTEES.........................................................10
Section 1. NUMBER, TENURE AND QUALIFICATIONS...............................10
Section 2. POWERS..........................................................10
Section 3. RULES; MEETINGS.................................................11
Section 4. TELEPHONE MEETINGS..............................................11
Section 5. INFORMAL ACTION BY COMMITTEES...................................11
Section 6. TENURE..........................................................11
ARTICLE V OFFICERS............................................................12
Section 1. GENERAL PROVISIONS..............................................12
Section 2. ELECTION, TENURE AND REMOVAL OF OFFICERS........................12
Section 3. CHIEF EXECUTIVE OFFICER.........................................12
Section 4. CHIEF OPERATING OFFICER.........................................13
Section 5. CHIEF FINANCIAL OFFICER.........................................13
Section 6. CHAIRMAN OF THE BOARD...........................................13
Section 7. PRESIDENT.......................................................13
Section 8. VICE PRESIDENTS.................................................13
Section 9. SECRETARY.......................................................13
Section 10. TREASURER.......................................................14
Section 11. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS..................14
Section 12. RESIGNATION.....................................................14
ARTICLE VI FINANCE............................................................14
Section 1. CONTRACTS.......................................................14
Section 2. CHECKS AND DRAFTS...............................................15
Section 3. DEPOSITS........................................................15
Section 4. ANNUAL STATEMENT OF AFFAIRS.....................................15
ARTICLE VII STOCK.............................................................15
Section 1. CERTIFICATES....................................................15
Section 2. TRANSFERS.......................................................16
Section 3. LOST CERTIFICATE................................................16
Section 4. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE..............16
Section 5. STOCK LEDGER....................................................17
Section 6. FRACTIONAL STOCK; ISSUANCE OF UNITS.............................17
Section 7. CERTIFICATION OF BENEFICIAL OWNERS..............................17
Section 8. MARYLAND CONTROL SHARE ACQUISITION ACT..........................17
ARTICLE VIII ACCOUNTING YEAR..................................................18
ARTICLE IX DIVIDENDS..........................................................18
Section 1. DECLARATION.....................................................18
Section 2. CONTINGENCIES...................................................18
ARTICLE X INVESTMENT POLICY...................................................18
ARTICLE XI SEAL...............................................................18
Section 1. SEAL............................................................18
Section 2. AFFIXING SEAL...................................................19
ARTICLE XII INDEMNIFICATION...................................................19
Section 1. PROCEDURE.......................................................19
Section 2. EXCLUSIVITY, ETC................................................19
Section 3. SEVERABILITY; DEFINITIONS.......................................20
ARTICLE XIII WAIVER OF NOTICE.................................................20
ARTICLE XIV SUNDRY PROVISIONS.................................................20
Section 1. BOOKS AND RECORDS...............................................20
Section 2. BONDS...........................................................21
Section 3. VOTING UPON SHARES IN OTHER CORPORATIONS........................21
Section 4. MAIL............................................................21
Section 5. EXECUTION OF DOCUMENTS..........................................21
ARTICLE XV AMENDMENT OF BYLAWS................................................21
MARYLAND BYLAWS
OF
EASTGROUP PROPERTIES, INC.
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICE
The principal office of the Corporation shall be located at such place as
the Board of Directors may designate.
Section 2. ADDITIONAL OFFICES
The Corporation may have additional offices at such places as the Board of
Directors may from time to time determine or the business of the Corporation may
require.
ARTICLE II
STOCKHOLDERS
Section 1. ANNUAL MEETING
The annual meeting of stockholders shall be held each year between May 11
and June 10 on such date and at such time as the Board of Directors designates.
At each annual meeting, the stockholders shall elect members of the Board of
Directors and transact any other business as may be properly brought before the
meeting. Failure to hold an annual meeting does not invalidate the Corporation's
existence or affect any otherwise valid corporate acts.
Section 2. SPECIAL MEETING
At any time in the interval between annual meetings, a special meeting of
the stockholders may be called by the President, the Chief Executive Officer or
the Chairman of the Board of Directors by vote of a majority of the Board of
Directors at a meeting or in writing (addressed to the Secretary of the
corporation) with or without a meeting. Special meetings of the stockholders
shall also be called by the Secretary at the request of stockholders only on the
written request of stockholders entitled to cast at least a majority of all the
votes entitled to be cast at the meeting. A request for a special meeting shall
state the purpose of such meeting and the matters proposed to be acted on at
such meeting. The Secretary shall inform the stockholders making the request of
the reasonably estimated costs of preparing and mailing a notice of the meeting
and, upon such stockholders' payment to the Corporation of such costs, the
Secretary shall give notice to each stockholder entitled to notice of the
meeting.
Section 3. PLACE OF MEETINGS
Meetings of stockholders shall be held at such place in the United States
as is set from time to time by the Board of Directors.
Section 4. NOTICE
Not less than ten nor more than 90 days before each meeting of
stockholders, the Secretary shall give notice in writing or by electronic
transmission to each stockholder entitled to vote at such meeting and to each
stockholder not entitled to vote who is entitled to notice of the meeting. Such
notice shall state the time and place of the meeting and, in the case of a
special meeting or as otherwise may be required by applicable law, the purpose
of the meeting. Notice is given to a stockholder when it is personally delivered
to the stockholder, left at the stockholder's residence or usual place of
business, mailed to the stockholder at his or her address as it appears on the
records of the Corporation, or when transmitted by electronic mail to any
electronic mail address of the stockholder or by facsimile to a facsimile number
of the stockholder or by any other electronic means. Notwithstanding the
foregoing provisions, each person who is entitled to notice waives notice if he
or she before or after the meeting delivers a written waiver or a waiver by
electronic transmission which is filed with the records of the stockholders'
meetings, or is present at the meeting in person or by proxy.
Section 5. SCOPE OF NOTICE
Any business of the Corporation may be transacted at an annual meeting of
stockholders without being specifically designated in the notice, except such
business as is required by applicable law or the Charter to be stated in such
notice. No business shall be transacted at a special meeting of stockholders
except as specifically designated in the notice.
Section 6. QUORUM
Unless applicable law or the Charter provides otherwise, at a meeting of
stockholders, the presence in person or by proxy of stockholders entitled to
cast a majority of all the votes entitled to be cast at such meeting shall
constitute a quorum; but this section shall not affect any requirement under
applicable law or the Charter of the Corporation for the vote necessary for the
adoption of any measure. The stockholders present either in person or by proxy,
at a meeting which has been duly called and convened, may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders that results in less than a quorum being present. Whether or not a
quorum is present at any meeting of the stockholders, a majority of the
stockholders entitled to vote at such meeting, present in person or by proxy,
shall have power to adjourn the meeting from time to time to a date not more
than 120 days after the original record date without notice other than
announcement at the meeting. At such adjourned meeting at which a quorum shall
be present, any business may be transacted which might have been transacted at
the meeting as originally notified.
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Section 7. VOTING
A plurality of all the votes cast at a meeting of stockholders duly called
and at which a quorum is present shall be sufficient to elect a director. Each
share may be voted for as many individuals as there are directors to be elected
and for whose election the share is entitled to be voted. A majority of the
votes cast at a meeting of stockholders duly called and at which a quorum is
present shall be sufficient to approve any other matter which may properly come
before the meeting, unless more than a majority of the votes cast is required by
applicable law or by the Charter of the Corporation. Unless otherwise provided
in the Charter and other than Excess Stock of the Corporation, each outstanding
share, regardless of class, shall be entitled to one vote on each matter
submitted to a vote at a meeting of stockholders.
Section 8. PROXIES
A stockholder may vote the stock the stockholder owns of record either in
person or by proxy. A stockholder may sign a writing authorizing another person
to act as proxy. Signing may be accomplished by the stockholder or the
stockholder's authorized agent signing the writing or causing the stockholder's
signature to be affixed to the writing by any reasonable means, including
facsimile signature. A stockholder may authorize another person to act as proxy
by transmitting, or authorizing the transmission of, an authorization for the
person to act as proxy to the person or to any other person authorized to
receive the proxy authorization on behalf of the person authorized to act as the
proxy, including a proxy solicitation firm or proxy support service
organization. The authorization may be transmitted by a telegram, cablegram,
datagram, electronic transmission or telephonic means. Unless a proxy provides
otherwise, it is not valid more than 11 months after its date. A proxy is
revocable by a stockholder at any time without condition or qualification unless
the proxy states that it is irrevocable and the proxy is coupled with an
interest. A proxy may be made irrevocable for so long as it is coupled with an
interest. The interest with which a proxy may be coupled includes an interest in
the stock to be voted under the proxy or another general interest in the
Corporation or its assets or liabilities. A proxy shall be filed with the
Secretary of the Corporation before or at the time of the meeting.
Section 9. LIST OF STOCKHOLDERS
At each meeting of stockholders, a full, true and complete list of all
stockholders entitled to vote at such meeting, showing the number and class of
shares held by each and certified by the transfer agent for such class or by the
Secretary, shall be furnished by the Secretary.
Section 10. VOTING OF STOCK BY CERTAIN HOLDERS
Stock registered in the name of a corporation, partnership, trust or other
entity, if entitled to be voted, may be voted by the president or a vice
president, a general partner or trustee thereof, as the case may be, or a proxy
appointed by any of the foregoing individuals, unless some other person who has
been appointed to vote such stock pursuant to a bylaw or a resolution of the
board of directors of such corporation or other entity presents a certified copy
of
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such bylaw or resolution, in which case such person may vote such stock. Any
director or other fiduciary may vote stock registered in his or her name as such
fiduciary, either in person or by proxy.
Shares of stock of the Corporation directly or indirectly owned by it shall
not be voted at any meeting and shall not be counted in determining the total
number of outstanding shares entitled to be voted at any given time, unless they
are held by it in a fiduciary capacity, in which case they may be voted and
shall be counted in determining the total number of outstanding shares at any
given time.
The Board of Directors may adopt by resolution a procedure by which a
stockholder may certify in writing to the Corporation that any shares of stock
registered in the name of the stockholder are held for the account of a
specified person other than the stockholder. The resolution shall set forth the
class of stockholders who may make the certification, the purpose for which the
certification may be made, the form of certification and the information to be
contained in it; if the certification is with respect to a record date of
closing of the stock transfer books, the time after the record date of closing
of the stock transfer books within which the certification must be received by
the Corporation; and any other provisions with respect to the procedure which
the Board of Directors considers necessary or desirable. On receipt of such
certification, the person specified in the certification shall be regarded as,
for the purposes set forth in the certification, the stockholder of record of
the specified stock in place of the stockholder who makes the certification.
Section 11. INSPECTORS
At all meetings of stockholders, unless the voting is conducted by an
inspector, the proxies and ballots shall be received, and all questions touching
the qualification of voters and the validity of proxies, the acceptance or
rejection of votes and procedures for the conduct of business not otherwise
specified by these Bylaws, the Charter or law, shall be decided or determined by
the chairman of the meeting. If demanded by stockholders, present in person or
by proxy, entitled to cast 10% in number of votes entitled to be cast, or if
ordered by the chairman, the vote upon any election or question shall be taken
by ballot and, upon like demand or order, the voting shall be conducted by an
inspector, in which event the proxies and ballots shall be received, and all
questions touching the qualification of voters and the validity of proxies and
the acceptance or rejection of votes shall be decided, by such inspector. Unless
so demanded or ordered, no vote need be by ballot and voting need not be
conducted by an inspector. The stockholders at any meeting may choose an
inspector to act at such meeting, and in default of such election the chairman
of the meeting may appoint an inspector. No candidate for election as a director
at a meeting shall serve as an inspector thereat.
Each report of an inspector shall be in writing and signed by him, her or
by a majority of them if there is more than one inspector acting at such
meeting. If there is more than one inspector, the report of a majority shall be
the report of the inspectors. The report of the inspector or inspectors on the
number of shares represented at the meeting and the results of the voting shall
be prima facie evidence thereof.
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Section 12. NOMINATIONS AND STOCKHOLDER BUSINESS
(a) Annual Meeting of Stockholders.
(1) For nominations or other business to be properly brought before an
annual meeting by a stockholder, including any proposal relating to the
nomination of a director to be elected to the Board of Directors of the
Corporation, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice shall be
delivered to the Secretary at the principal executive offices of the Corporation
not less than 60 days nor more than 90 days prior to the first anniversary of
the preceding year's annual meeting; provided, however, that in the event that
the date of the annual meeting is advanced by more than 30 days or delayed by
more than 60 days from such anniversary date, notice by the stockholder to be
timely must be so delivered not earlier than the 90th day prior to such annual
meeting and not later than the close of business on the later of the 60th day
prior to such annual meeting or the tenth day following the day on which public
announcement of the date of such meeting is first made. Such stockholder's
notice shall set forth (i) as to each person whom the stockholder proposes to
nominate for election or reelection as a director all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (including such person's written consent to being named in the
proxy statement as a nominee and to serving as a director if elected); (ii) as
to any other business that the stockholder proposes to bring before the meeting,
a brief description of the business desired to be brought before the meeting,
the reasons for conducting such business at the meeting and any material
interest in such business of such stockholder and of the beneficial owner, if
any, on whose behalf the proposal is made; and (iii) as to the stockholder
giving the notice and the beneficial owner, if any, on whose behalf the
nomination or proposal is made, (x) the name and address of such stockholder, as
they appear on the Corporation's books, and of such beneficial owner, if any;
and (y) the class and number of shares of stock of the Corporation which are
owned beneficially and of record by such stockholder and such beneficial owner,
if any.
(2) Notwithstanding anything in the second sentence of paragraph (a) (1) of
this Section 12 to the contrary, in the event that the number of directors to be
elected to the Board of Directors is increased and there is no public
announcement naming all of the nominees for director or specifying the size of
the increased Board of Directors made by the Corporation at least 70 days prior
to the first anniversary of the preceding year's annual meeting, a stockholder's
notice required by this Section 12(a) shall also be considered timely, but only
with respect to nominees for any new positions created by such increase, if it
shall be delivered to the secretary at the principal executive offices of the
Corporation not later than the close of business on the tenth day following the
day on which such public announcement is first made by the Corporation.
(b) Special Meetings of Stockholders. Only such business shall be conducted
at a special meeting of stockholders as shall have been brought before the
meeting pursuant to the Corporation's notice of meeting. Nominations of persons
for election to the Board of Directors may be made at a special meeting of
stockholders at which directors are to be elected
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(i) pursuant to the Corporation's notice of meeting; (ii) by or at the direction
of the Board of Directors; or (iii) provided that the Board of Directors has
determined that directors shall be elected at such special meeting, by any
stockholder of the Corporation who is a stockholder of record at the time of
giving of notice provided for in this Section 12(b), who is entitled to vote at
the meeting and who complied with the notice procedures set forth in this
Section 12(b). In the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more directors to the Board of
Directors, any such stockholder may nominate a person or persons (as the case
may be) for election to such position as specified in the Corporation's notice
of meeting, if the stockholder's notice required by this Section 12(b) shall be
delivered to the Secretary at the principal executive offices of the Corporation
not earlier than the 90th day prior to such special meeting and not later than
the close of business on the later of the 60th day prior to such special meeting
or the tenth day following the day on which public announcement is first made of
the date of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting.
(c) General.
(1) Only such persons who are nominated in accordance with the procedures
set forth in this Section 12 shall be eligible to serve as directors and only
such business shall be conducted at a meeting of stockholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
Section 12. The presiding officer of the meeting shall have the power and duty
to determine whether a nomination or any business proposed to be brought before
the meeting was made in accordance with the procedures set forth in this Section
12 and, if the proposed nomination or business is not in compliance with this
Section 12, to declare that such defective nomination or proposal be
disregarded.
(2) For purposes of this Section 12, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, the
Associated Press or a comparable news service or in a document publicly filed by
the Corporation with the Securities and Exchange Commission pursuant to Sections
13, 14 or 15(d) of the Exchange Act.
(3) Notwithstanding the foregoing provisions of this Section 12, a
stockholder shall also comply with all applicable requirements of state law and
of the Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section 12. Nothing in this Section 12 shall be deemed
to affect any rights of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.
Section 13. INFORMAL ACTION BY STOCKHOLDERS
Any action required or permitted to be taken at a meeting of stockholders
may be taken without a meeting if there is filed with the records of
stockholders meetings a unanimous written consent which sets forth the action
and is signed by each stockholder entitled to vote on the matter and a written
waiver of any right to dissent signed by each stockholder entitled to notice of
the meeting but not entitled to vote at it. Meetings shall not be held by means
of a conference telephone or other communications equipment.
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ARTICLE III
DIRECTORS
Section 1. GENERAL POWERS; QUALIFICATIONS
The business and affairs of the Corporation shall be managed under the
direction of its Board of Directors. All powers of the Corporation may be
exercised by or under authority of the Board of Directors, except as conferred
on or reserved to the stockholders by applicable law or by the Charter or these
Bylaws.
Section 2. NUMBER AND TENURE
The Corporation shall have the number of directors provided in the Charter
until changed as herein provided. Except as the Charter provides otherwise, a
majority of the entire Board of Directors may alter the number of directors set
by the Charter to not exceeding 15 nor less than the minimum number required by
Maryland law, but the action may not affect the tenure of office of any
director. Each director shall hold office for a term of one year and until his
or her successor is elected and qualified, or until his or her resignation,
removal (in accordance with the Charter), retirement or death.
Section 3. REGULAR MEETINGS
After each meeting of stockholders at which directors shall have been
elected, the Board of Directors shall meet as soon as practicable for the
purpose of organization and the transaction of other business. In the event that
no other time and place are specified by resolution of the Board, the President
or the Chairman, with notice in accordance with Section 6 of this Article III,
the Board of Directors shall meet immediately following the close of, and at the
place of, such stockholders' meeting. Any other regular meeting of the Board of
Directors shall be held on such date and at any place as may be designated from
time to time by the Board of Directors.
Section 4. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called at any time by or
at the request of the Chairman of the Board, the President or by a majority of
the directors then in office by vote at a meeting, or in writing with or without
a meeting. The person or persons authorized to call special meetings of the
Board of Directors may fix the date, time and place, either within or without
the State of Maryland, as the date, time and place for holding any special
meeting of the Board of Directors called by them. In the absence of such
designation the meeting shall be held at such place as may be designated in the
call of the meeting.
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Section 5. VACANCY ON BOARD
The stockholders may elect a successor to fill a vacancy on the Board of
Directors which results from the removal of a director. A director elected by
the stockholders to fill a vacancy which results from the removal of a director
serves for the balance of the term of the removed director. A majority of the
remaining directors, whether or not sufficient to constitute a quorum, may fill
a vacancy on the Board of Directors which results from any cause except an
increase in the number of directors, and a majority of the entire Board of
Directors may fill a vacancy which results from an increase in the number of
directors. A director elected by the Board of Directors to fill a vacancy serves
until the next annual meeting of stockholders and until his or her successor is
elected and qualifies.
Section 6. NOTICE
Except as provided in Section 3 of this Article III, the Secretary shall
give notice to each director of each regular and special meeting of the Board of
Directors. The notice shall be in writing or delivered by electronic
transmission and shall state the time and place of the meeting. Notice is given
to a director when it is delivered personally to the director, left at the
director's residence or usual place of business, or sent by electronic mail,
telegraph or facsimile transmission, at least 24 hours before the time of the
meeting or, in the alternative by mail to his or her address as it shall appear
on the records of the Corporation, at least 72 hours before the time of the
meeting. Unless these Bylaws or a resolution of the Board of Directors provides
otherwise, the notice need not state the business to be transacted at or the
purposes of any regular or special meeting of the Board of Directors. No notice
of any meeting of the Board of Directors need be given to any director who
attends except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened, or to any director who waives such notice if the director,
before or after the meeting, delivers a written waiver or a waiver by electronic
transmission which is filed with the records of the meeting. Any meeting of the
Board of Directors, regular or special, may be adjourned from time to time to
reconvene at the same or some other place, and no notice need be given of any
such adjourned meeting other than by announcement.
Section 7. QUORUM
A majority of the entire Board of Directors shall constitute a quorum for
the transaction of business at any meeting of the Board of Directors, provided
that, if less than a majority of such directors are present at said meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice, and provided further that if, pursuant to the Charter of
the Corporation or these Bylaws, the vote of a majority of a particular group of
directors is required for action, a quorum must also include a majority of such
group.
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Section 8. VOTING
The action of a majority of the directors present at a meeting at which a
quorum is present shall be the action of the Board of Directors, unless the
concurrence of a greater or lesser proportion is required for such action by the
Charter, these Bylaws or applicable law.
Section 9. TELEPHONE MEETINGS
Directors may participate in a meeting by means of a conference telephone
or other communications equipment if all persons participating in the meeting
can hear each other at the same time. Participation in a meeting by these means
constitutes presence in person at the meeting.
Section 10. INFORMAL ACTION BY DIRECTORS
Any action required or permitted to be taken at a meeting of the Board of
Directors may be taken without a meeting, if a unanimous consent which sets
forth the action is given in writing or by electronic transmission by each
director and such consent is filed in paper or electronic form with the minutes
of proceedings of the Board of Directors.
Section 11. COMPENSATION
Unless restricted by the Charter, the Board of Directors shall have the
authority to fix the compensation of directors.
Section 12. REMOVAL OF DIRECTORS
The stockholders may remove any director or the entire Board of Directors
in the manner provided in the Charter of the Corporation.
Section 13. RESIGNATION
Any director or member of a committee may resign at any time. Such
resignation shall be made in writing and shall take effect at the time of
receipt by the Chairman of the Board, the President or the Secretary or at such
later time specified therein. Acceptance of a resignation shall not be necessary
to make it effective unless otherwise stated in the resignation.
Section 14. LOSS OF DEPOSIT
No director shall be liable for any loss which may occur by reason of the
failure of the bank, trust company, savings and loan association or other
institution with whom moneys or stock have been deposited.
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Section 15. SURETY BONDS
Unless required by law, no director shall be obligated to give any bond or
surety or other security for the performance of any of his or her duties.
Section 16. RELIANCE
Each director, officer, employee and agent of the Corporation shall, in the
performance of his or her duties with respect to the Corporation, be fully
justified and protected with regard to any act or failure to act in reliance in
good faith upon the books of account or other records of the Corporation, upon
an opinion of counsel or upon reports made to the Corporation by any of its
officers or employees or by the advisers, accountants, appraisers or other
experts or consultants selected by the Board of Directors or officers of the
Corporation, regardless of whether such counsel or expert may also be a
director.
Section 17. CERTAIN RIGHTS OF DIRECTORS
The directors shall have no responsibility to devote their full time to the
affairs of the Corporation. Any director, officer, employee or agent of the
Corporation, in his or her personal capacity or in a capacity as an affiliate,
employee, or agent of any other person, or otherwise, may have business
interests and engage in business activities similar to or in addition to those
of or relating to the Corporation.
ARTICLE IV
COMMITTEES
Section 1. NUMBER, TENURE AND QUALIFICATIONS
The Board of Directors may appoint from among its members all committees it
deems advisable, including but not limited to an Audit Committee, a Nominating
and Corporate Governance Committee and a Compensation Committee, composed of one
or more directors, to serve at the pleasure of the Board of Directors.
Section 2. POWERS
The Board of Directors may delegate to committees appointed under Section 1
of this Article IV any of the powers of the Board of Directors, except the power
to authorize dividends on stock, elect directors, issue stock other than as
provided below, recommend to the stockholders any action which requires
stockholder approval, amend these Bylaws, or approve any merger or share
exchange which does not require stockholder approval. If the Board of Directors
has given general authorization for the issuance of stock providing for or
establishing a method or procedure for determining the maximum number of shares
to be issued, a committee of the Board, in accordance with that general
authorization or any stock option or other plan or program adopted by the Board
of Directors, may authorize or fix the terms of stock subject to
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classification or reclassification and the terms on which any stock may be
issued, including all terms and conditions required or permitted to be
established or authorized by the Board of Directors.
Section 3. RULES; MEETINGS
Unless the Board of Directors provides otherwise, each committee shall fix
its own rules of procedure and shall meet at such times and at such place or
places as may be provided by such rules or as the members of such committee
shall provide. Committee meetings may be called by the Chairman of the Board,
the Chief Executive Officer, the President, the chairman of the committee, if
any, or any committee member. Notice for such meetings as well as waiver of
notice for such meetings of the committee shall be made as contemplated by
Article III, Section 6 hereof. At every meeting of any such committee, the
presence of a majority of all the members thereof shall constitute a quorum and
the affirmative vote of a majority of the members present shall be necessary for
the adoption by it of any resolution. In the absence of any member of any such
committee, the members thereof present at any meeting, whether or not they
constitute a quorum, may appoint another director to act in the place of such
absent member. Each committee shall keep regular minutes of its meetings and
deliver such minutes to the Board of Directors.
Section 4. TELEPHONE MEETINGS
Members of a committee of the Board of Directors may participate in a
meeting by means of a conference telephone or other communications equipment if
all persons participating in the meeting can hear each other at the same time.
Participation in a meeting by these means constitutes presence in person at the
meeting.
Section 5. INFORMAL ACTION BY COMMITTEES
Any action required or permitted to be taken at any meeting of a committee
of the Board of Directors may be taken without a meeting if a unanimous consent
which sets forth the action is given in writing or by electronic transmission by
each member of the committee and such consent is filled in paper or electronic
form with the minutes of proceedings of such committee.
Section 6. TENURE
Subject to Section 1 of this Article IV, the Board of Directors shall have
the exclusive power at any time, through the approval by the affirmative vote of
a majority of a quorum of the Board of Directors, to appoint directors to fill
vacancies in, change the membership of, or discharge any committee. Each member
of a committee shall continue as a member thereof until the expiration of his or
her term as a director, or his or her earlier death, resignation as a member of
such committee or as a director, unless sooner removed as a member of such
committee by a vote of a majority of the quorum of the Board of Directors or as
a director in accordance with these Bylaws.
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ARTICLE V
OFFICERS
Section 1. GENERAL PROVISIONS
The officers of the Corporation shall include a Chief Executive Officer, a
President, one or more Vice Presidents, a Secretary and a Treasurer and may
include a Chairman of the Board, a Chief Operating Officer, a Chief Financial
Officer, one or more Assistant Secretaries and one or more Assistant Treasurers.
In addition, the Board of Directors may from time to time appoint such other
officers with such powers and duties as they shall deem necessary or desirable.
The Chairman of the Board shall be a director; other officers need not be
directors. Any two or more offices except president and vice president may be
held by the same person. In its discretion, the Board of Directors may leave
unfilled any office except that of President, Treasurer and Secretary.
Section 2. ELECTION, TENURE AND REMOVAL OF OFFICERS
The Board of Directors shall elect the officers. The Board of Directors may
from time to time authorize any committee or officer to appoint assistant and
subordinate officers. Election or appointment of an officer, employee or agent
shall not of itself create contract rights. All officers shall be appointed to
hold their offices, respectively, during the pleasure of the Board or until his
or her earlier resignation. The Board of Directors (or, as to any assistant or
subordinate officer, any committee or officer authorized by the Board) may
remove an officer at any time. The removal of an officer does not prejudice any
of his or her contract rights. The Board of Directors (or, as to any assistant
or subordinate officer, any committee or officer authorized by the Board) may
fill a vacancy which occurs in any office for the unexpired portion of the term.
Section 3. CHIEF EXECUTIVE OFFICER
The President shall be the Chief Executive Officer of the Corporation
unless the Board of Directors designates the Chairman of the Board as Chief
Executive Officer. Subject to the control of the Board of Directors and the
executive committee (if any), the Chief Executive Officer shall have general
executive charge, management and control of the properties, business and
operations of the Corporation with all such powers as may be reasonably incident
to such responsibilities; he or she may agree upon and execute all leases,
contracts, evidences of indebtedness and other obligations in the name of the
Corporation and may sign all certificates for shares of capital stock of the
Corporation; and shall have such other powers and duties as designated in
accordance with these Bylaws and as from time to time may be assigned to him or
her by the Board of Directors.
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Section 4. CHIEF OPERATING OFFICER
The Board of Directors may designate a Chief Operating Officer. The Chief
Operating Officer shall have the responsibilities and duties as set forth by the
Board of Directors or the Chief Executive Officer.
Section 5. CHIEF FINANCIAL OFFICER
The Board of Directors may designate a Chief Financial Officer. The Chief
Financial Officer shall have the responsibilities and duties as set forth by the
Board of Directors or the Chief Executive Officer.
Section 6. CHAIRMAN OF THE BOARD
If elected, the Chairman of the Board shall preside at all meetings of the
stockholders and of the Board of Directors at which he or she shall be present,
and the Chairman shall have such other powers and duties as designated in these
Bylaws and as from time to time may be assigned to the Chairman by the Board of
Directors.
Section 7. PRESIDENT
Unless the Board of Directors otherwise determines, the President shall
have the authority to agree upon and execute all leases, contracts, evidences of
indebtedness, authorized deeds, mortgages and other obligations in the name of
the Corporation; and, unless the Board of Directors otherwise determines, he or
she shall, in the absence of the Chairman of the Board or if there be no
Chairman of the Board, preside at all meetings of the stockholders and (should
the President be a director) of the Board of Directors; and the President shall
have such other powers and duties as designated in accordance with these Bylaws
and as from time to time may be assigned to the President by the Board of
Directors.
Section 8. VICE PRESIDENTS
The Vice Presidents shall perform such duties and have such powers as the
Board of Directors may from time to time prescribe.
Section 9. SECRETARY
The Secretary shall keep the minutes of the meetings of the stockholders,
of the Board of Directors and of any committees, in books provided for that
purpose; he or she shall see that all notices are duly given in accordance with
the provisions of these Bylaws or as required by law; he or she shall be
custodian of the records of the Corporation; he or she may witness any document
on behalf of the Corporation, the execution of which is duly authorized, see
that the corporate seal is affixed where such document is required or desired to
be under its seal, and, when so affixed, may attest the same. In general, he or
she shall perform such other duties customarily performed by a secretary of a
corporation, and shall perform such other duties and
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have such other powers as are from time to time assigned to him or her by the
Board of Directors, the Chief Executive Officer, or the President.
Section 10. TREASURER
The Treasurer shall have charge of and be responsible for all funds,
securities, receipts and disbursements of the Corporation, and shall deposit, or
cause to be deposited, in the name of the Corporation, all moneys or other
valuable effects in such banks, trust companies or other depositories as shall,
from time to time, be selected by the Board of Directors; he or she shall render
to the President and to the Board of Directors, whenever requested, an account
of the financial condition of the Corporation. In general, he or she shall
perform such other duties customarily performed by a treasurer of a corporation,
and shall perform such other duties and have such other powers as are from time
to time assigned to him or her by the Board of Directors, the Chief Executive
Officer or the President.
Section 11. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS
Each Assistant Treasurer and Assistant Secretary shall have the usual
powers and duties pertaining to his or her office, together with such other
powers and duties as may be assigned to him or her by the Chief Executive
Officer or the Board of Directors. The Assistant Treasurers shall exercise the
powers of the Treasurer during that officer's absence or inability or refusal to
act. The Assistant Secretaries shall exercise the powers of the Secretary during
that officer's absence or inability or refusal to act.
Section 12. RESIGNATION
Any officer or agent may resign at any time by giving written notice to the
Board of Directors, or to the President or to the Secretary of the Corporation.
Any such resignation shall take effect at the date of the receipt of such notice
or at any later time specified therein and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
ARTICLE VI
FINANCE
Section 1. CONTRACTS
To the extent permitted by applicable law, and except as otherwise
prescribed by the Charter of the Corporation or these Bylaws, the Board of
Directors may authorize any officer, employee or agent to enter into any
contract or to execute and deliver any instrument in the name of and on behalf
of the Corporation. Such authority may be general or confined to specific
instances. Any agreement, deed, mortgage, lease or other document executed by
one or more of the directors or by an authorized person shall be valid and
binding upon the Board of Directors and upon the Corporation when authorized or
ratified by action of the Board of Directors.
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Section 2. CHECKS AND DRAFTS
All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness, in the name of the Corporation shall be signed by
such officer or officers, agent or agents of the Corporation and in such manner
as shall from time to time be determined by the Board of Directors.
Section 3. DEPOSITS
All funds of the Corporation not otherwise employed shall be deposited from
time to time to the credit of the Corporation in such banks, trust companies or
other depositories as the Board of Directors may designate.
Section 4. ANNUAL STATEMENT OF AFFAIRS
The President or Chief Financial Officer shall prepare annually a full and
correct statement of the affairs of the Corporation, to include a balance sheet
and a financial statement of operations for the preceding fiscal year. The
statement of affairs shall be submitted at the annual meeting of the
stockholders and, within 20 days after the meeting, placed on file at the
Corporation's principal office.
ARTICLE VII
STOCK
Section 1. CERTIFICATES
Shares of the Corporation's capital stock may be certificated or
uncertificated, as provided under Maryland law, and this Section 1 of this
Article VII shall not be interpreted to limit the authority of the Board of
Directors to issue some or all of the shares of capital stock of any or all of
the Corporation's classes or series without certificates. Each stockholder, upon
written request to the Secretary of the Corporation, shall be entitled to a
certificate or certificates which shall evidence and certify the number of
shares of each class or series of the Corporation's capital stock held by the
stockholder. Each certificate shall be signed by the Chief Executive Officer,
the President or a Vice President and countersigned by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer and may be sealed
with the actual seal or a facsimile thereof, if any, of the Corporation. The
signatures may be either manual or facsimile. Certificates shall be
consecutively numbered; and if the Corporation shall, from time to time, issue
several classes or series of stock, each class or series may have its own number
sequence. A certificate is valid and may be issued whether or not an officer who
signed it is still an officer when it is issued. Each stock certificate shall
include on its face the name of the Corporation, the name of the stockholder or
other person to whom it is issued, and the class of stock and number of shares
it represents. Each certificate representing shares which are restricted as to
their transferability or voting powers, which are preferred or limited as to
their dividends or as to their allocable portion of the assets upon liquidation
or which are redeemable at the option of the
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Corporation, shall have a statement of such restriction, limitation, preference
or redemption provision, or a summary thereof, plainly stated on the
certificate. In lieu of such statement or summary, the Corporation may set forth
upon the face or back of the certificate a statement that the Corporation will
furnish to any stockholder, upon request made to the Secretary and without
charge, a full statement of such information. A certificate may not be issued
until the stock represented by it is fully paid. If any or all of the
Corporation's classes or series of capital stock are issued without
certificates, the Corporation shall provide each stockholder a written statement
that includes the information that is required to be included on the face of a
stock certificate.
Section 2. TRANSFERS
The Board of Directors shall have the power and authority to make such
rules and regulations as it may deem expedient concerning the issue, transfer
and registration of capital stock, and may appoint transfer agents and
registrars thereof. The duties of the transfer agent and registrar may be
combined.
Section 3. LOST CERTIFICATE
The Board of Directors of the Corporation may determine the conditions for
issuing a new stock certificate in place of one which is alleged to have been
lost, stolen or destroyed, or the Board of Directors may delegate such power to
any officer or officers of the Corporation. In their discretion, the Board of
Directors or such officer or officers may require the owner of the certificate
to give a bond, with sufficient surety, to indemnify the Corporation against any
loss or claim arising as a result of the issuance of a new certificate. In their
discretion, the Board of Directors or such officer or officers may refuse to
issue such new certificate save upon the order of some court having jurisdiction
in the premises.
Section 4. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE
The Board of Directors may set a record date or direct that the stock
transfer books be closed for a stated period for the purpose of making any
proper determination with respect to stockholders, including which stockholders
are entitled to notice of a meeting, vote at a meeting, receive a dividend, or
be allotted other rights. The record date may not be prior to the close of
business on the day the record date is fixed nor more than 90 days before the
date on which the action requiring the determination will be taken; the transfer
books may not be closed for a period longer than 20 days; and, in the case of a
meeting of stockholders, the record date or the closing of the transfer books
shall be at least ten days before the date of the meeting.
If no record date is fixed and the stock transfer books are not closed for
the determination of stockholders, (a) the record date for the determination of
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day on which the notice of meeting is mailed;
and (b) the record date for the determination of stockholders entitled to
receive payment of a dividend or an allotment of any other rights shall be
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the close of business on the day on which the resolution of the directors,
declaring the dividend or allotment of rights, is adopted.
When a determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, except where the determination has been made
through the closing of the transfer books and the stated period of closing has
expired.
Section 5. STOCK LEDGER
The Corporation shall maintain at its principal office or at the office of
its counsel, accountants or transfer agent, an original or duplicate share
ledger containing the name and address of each stockholder and the number of
shares of each class held by such stockholder. The stock ledger may be in
written form or in any other form which can be converted within a reasonable
time into written form for visual inspection.
Section 6. FRACTIONAL STOCK; ISSUANCE OF UNITS
The Board of Directors may issue fractional stock or provide for the
issuance of scrip, all on such terms and under such conditions as they may
determine. Notwithstanding any other provision of the Charter or these Bylaws,
the Board of Directors may issue units consisting of different securities of the
Corporation. Any security issued in a unit shall have the same characteristics
as any identical securities issued by the Corporation, except that the Board of
Directors may provide that for a specified period securities of the Corporation
issued in such unit may be transferred on the books of the Corporation only in
such unit.
Section 7. CERTIFICATION OF BENEFICIAL OWNERS
The Board of Directors may adopt by resolution a procedure by which a
stockholder of the Corporation may certify in writing to the Corporation that
any shares of stock registered in the name of the stockholder are held for the
account of a specified person other than the stockholder. The resolution shall
set forth the class of stockholders who may certify; the purpose for which the
certification may be made; the form of certification and the information to be
contained in it; if the certification is with respect to a record date or
closing of the stock transfer books, the time after the record date or closing
of the stock transfer books within which the certification must be received by
the Corporation; and any other provisions with respect to the procedure which
the Board considers necessary or desirable. On receipt of a certification which
complies with the procedure adopted by the Board in accordance with this Section
7, the person specified in the certification is, for the purpose set forth in
the certification, the holder of record of the specified stock in place of the
stockholder who makes the certification.
Section 8. MARYLAND CONTROL SHARE ACQUISITION ACT
For purposes of the Maryland Control Share Acquisition Act, Ann. Code of
Md., Corporations and Associations ss.ss. 3-701 through 3-710 (the "Act"), the
Act shall not apply to the
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voting rights of any shares of stock of the Corporation acquired by a person
that is a registered investment advisor under the Investment Advisors Act of
1940, provided that such shares of stock are acquired in the ordinary course of
business of the acquirer, in good faith and not with the intent to effect or to
influence a change of control of the Corporation.
ARTICLE VIII
ACCOUNTING YEAR
The Board of Directors shall have the power, from time to time, to fix the
fiscal year of the Corporation by a duly adopted resolution.
ARTICLE IX
DIVIDENDS
Section 1. DECLARATION
Dividends upon the stock of the Corporation may be declared by the Board of
Directors, subject to the provisions of law and the Charter of the Corporation.
Dividends may be paid in cash, property or stock of the Corporation, subject to
the provisions of law and the Charter.
Section 2. CONTINGENCIES
Before payment of any dividends, there may be set aside out of any funds of
the Corporation available for dividends such sum or sums as the Board of
Directors may from time to time, in its absolute discretion, think proper as a
reserve fund for contingencies, for equalizing dividends, for repairing or
maintaining any property of the Corporation or for such other purpose as the
Board of Directors shall determine to be in the best interest of the
Corporation, and the Board of Directors may modify or abolish any such reserve
in the manner in which it was created.
ARTICLE X
INVESTMENT POLICY
Subject to the provisions of the Charter of the Corporation, the Board of
Directors may from time to time adopt, amend, revise or terminate any policy or
policies with respect to investments by the Corporation as it shall deem
appropriate in its sole discretion.
ARTICLE XI
SEAL
Section 1. SEAL
The Board of Directors may authorize the adoption of a seal by the
Corporation. The seal shall have inscribed thereon the name of the Corporation
and the year of its
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organization. The Board of Directors may authorize one or more duplicate seals
and provide for the custody thereof.
Section 2. AFFIXING SEAL
Whenever the Corporation is required to place its seal to a document, it
shall be sufficient to meet the requirements of any law, rule or regulation
relating to a seal to place the word "(seal)" adjacent to the signature of the
person authorized to execute the document on behalf of the Corporation.
ARTICLE XII
INDEMNIFICATION
Section 1. PROCEDURE
Any indemnification, or payment of expenses in advance of the final
disposition of any proceeding, shall be made promptly, and in any event within
60 days, upon the written request of the director or officer entitled to seek
indemnification (the "Indemnified Party"). The right to indemnification and
advances hereunder shall be enforceable by the Indemnified Party in any court of
competent jurisdiction, if (i) the Corporation denies such request, in whole or
in part, or (ii) no disposition thereof is made within 60 days. The Indemnified
Party's costs and expenses incurred in connection with successfully establishing
his or her right to indemnification, in whole or in part, in any such action
shall also be reimbursed by the Corporation. It shall be a defense to any action
for advance for expenses that (a) a determination has been made that the facts
then known to those making the determination would preclude indemnification, or
(b) the Corporation has not received both (i) an undertaking as required by law
to repay such advances in the event it shall ultimately be determined that the
standard of conduct has not been met, and (ii) a written affirmation by the
Indemnified Party of such Indemnified Party's good faith belief that the
standard of conduct necessary for indemnification by the Corporation has been
met.
Section 2. EXCLUSIVITY, ETC.
The indemnification and advance of expenses provided by the Charter and
these Bylaws shall not be deemed exclusive of any other rights to which a person
seeking indemnification or advance of expenses may be entitled under any law
(common or statutory), or any agreement, vote of stockholders or disinterested
directors or other provision that is consistent with law, both as to action in
his or her official capacity and as to action in another capacity while holding
office or while employed by or acting as agent for the Corporation, shall
continue in respect of all events occurring while a person was a director or
officer after such person has ceased to be a director or officer, and shall
inure to the benefit of the estate, heirs, executors and administrators of such
person. The Corporation shall not be liable for any payment under this Bylaw in
connection with a claim made by a director or officer to the extent such
director or officer has otherwise actually received payment under an insurance
policy, agreement, vote or otherwise, of the amounts otherwise indemnifiable
hereunder. All rights to indemnification and
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advance of expenses under the Charter of the Corporation and hereunder shall be
deemed to be a contract between the Corporation and each director or officer of
the Corporation who serves or served in such capacity at any time while this
Bylaw is in effect. Nothing herein shall prevent the amendment of this Bylaw,
provided that no such amendment shall diminish the rights of any person
hereunder with respect to events occurring or claims made before its adoption or
as to claims made after its adoption in respect of events occurring before its
adoption. Any repeal or modification of this Bylaw shall not in any way diminish
any rights to indemnification or advance of expenses of such director or officer
or the obligations of the Corporation arising hereunder with respect to events
occurring, or claims made, while this Bylaw or any provision hereof is in force.
Section 3. SEVERABILITY; DEFINITIONS
The invalidity or unenforceability of any provision of this Article XII
shall not affect the validity or enforceability of any other provision hereof.
The phrase "this Bylaw" in this Article XII means this Article XII in its
entirety.
ARTICLE XIII
WAIVER OF NOTICE
Whenever any notice is required to be given pursuant to the Charter of the
Corporation or these Bylaws or pursuant to applicable law, a written waiver or a
waiver by electronic transmission from the person or persons entitled to such
notice, whether before or after the time stated herein, shall be deemed
equivalent to the giving of such notice. Neither the business to be transacted
at, nor the purpose of, any meeting need be set forth in the waiver of notice,
unless specifically required by applicable law. The attendance of any person at
any meeting shall constitute a waiver of notice of such meeting, except where
such person attends a meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
ARTICLE XIV
SUNDRY PROVISIONS
Section 1. BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of its
accounts and transactions and minutes of the proceedings of its stockholders and
Board of Directors and of any executive or other committee when exercising any
of the powers of the Board of Directors. The books and records of the
Corporation may be in written form or in any other form which can be converted
within a reasonable time into written form for visual inspection. Minutes shall
be recorded in written form but may be maintained in the form of a reproduction.
The original or a certified copy of these Bylaws shall be kept at the principal
office of the Corporation.
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Section 2. BONDS
The Board of Directors may require any officer, agent or employee of the
Corporation to give a bond to the Corporation, conditioned upon the faithful
discharge of his or her duties, with one or more sureties and in such amount as
may be satisfactory to the Board of Directors.
Section 3. VOTING UPON SHARES IN OTHER CORPORATIONS
Stock of other corporations, associations or trusts, registered in the name
of the Corporation, may be voted by the President, a Vice President or a proxy
appointed by either of them. The Board of Directors, however, may by resolution
appoint some other person to vote such shares, in which case such person shall
be entitled to vote such shares upon the production of a certified copy of such
resolution.
Section 4. MAIL
Any notice or other document which is required by these Bylaws to be mailed
shall be deposited in the United States mail, postage prepaid.
Section 5. EXECUTION OF DOCUMENTS
A person who holds more than one office in the Corporation may not act in
more than one capacity to execute, acknowledge or verify an instrument required
by law to be executed, acknowledged or verified by more than one officer.
ARTICLE XV
AMENDMENT OF BYLAWS
In accordance with the Charter, these Bylaws may be repealed, altered,
amended or rescinded (a) by the stockholders of the Corporation (considered for
this purpose as one class) by the affirmative vote of not less than 80% of all
of the votes entitled to be cast at any meeting of stockholders called for that
purpose (provided that notice of such proposed repeal, alteration, amendment or
rescission is included in the notice of such meeting), or (b) by vote of
two-thirds of the Board of Directors at a meeting held in accordance with the
provisions of these Bylaws.
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