Exhibit 3.(ii)
As Amended and Restated
April 20, 1995
AMENDED AND RESTATED BYLAWS
OF
HEALTH CARE PROPERTY INVESTORS, INC.
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE -- The registered office of the
Corporation shall be established and maintained at the office of THE
CORPORATION TRUST INCORPORATED, 32 South Street, Baltimore, Maryland 21202,
and THE CORPORATION TRUST INCORPORATED shall be the resident agent of this
Corporation.
SECTION 2. OTHER OFFICES -- The Corporation may establish such
other offices, within or without the State of Maryland, at such place or
places as the Board of Directors from time to time may designate, or which the
business of the Corporation may require.
ARTICLE II
STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS -- Annual meetings of stockholders for
the election of directors to succeed directors whose terms are expiring and
the transaction of any business within the powers of the Corporation, shall be
held on a date and at a time designated by the Board of Directors at such
place, within or without the State of Maryland, as the Board of Directors by
resolution shall determine, and as set forth in the notice of the meeting.
If the date of the annual meeting shall fall on a legal holiday of
the state in which the meeting is to be held, the meeting shall be held on the
next succeeding business day.
SECTION 2. SPECIAL MEETINGS -- Special meetings of the
stockholders, for any purpose or purposes, may be called by the Chief
Executive Officer, the President, or a majority of the Board of Directors, and
shall be called by the Secretary or any other officer upon written request of
stockholders holding in the aggregate not less than 25% of the outstanding
shares entitled to vote on the business proposed to be transacted thereat.
Any such request of the stockholders shall state the purpose of the meeting
and the matters proposed to be acted on at such meeting. The Secretary or
other officer of the Corporation shall inform the requesting stockholders of
the reasonably estimated cost of preparing and mailing notice of the proposed
special meeting and, upon payment to the Corporation of such estimated costs,
the Secretary or other officer of the Corporation shall give notice to each
stockholder entitled to notice of the special meeting. Unless requested by
stockholders entitled to cast a majority of all votes entitled to be cast at a
meeting of stockholders, a special meeting need not be called to consider any
matter which is substantially the same as a matter voted on at any special
meeting of the stockholders of the Corporation held during the preceding
twelve months. Special meetings of stockholders may be held at such time and
place, within or without the State of Maryland, as shall be stated in the
notice of the meeting. The notice of a special meeting shall state the nature
of the business to be transacted and no other business shall be considered at
the meeting.
SECTION 3. NOTICE OF MEETINGS -- Written or printed notice, stating
the place, date and time of the meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
given to each stockholder entitled to vote thereat at his address as it
appears on the records of the Corporation by United States mail, postage
prepaid, not less than ten (10) nor more than ninety (90) days before the date
of the meeting, unless any provisions of the laws of the State of Maryland
shall prescribe a differing elapsed period of time. No business other than
that stated in the notice shall be transacted at any special meeting.
SECTION 4. VOTING -- At each annual meeting the stockholders
entitled to vote shall elect directors to succeed the directors whose terms
are expiring, and the stockholders may transact such other corporate business
as may be within the powers of the Corporation. The vote for directors, and,
upon the demand of any stockholder entitled to vote on any such matter, the
vote upon any question before the meeting, shall be by ballot. All elections
of directors shall be by a plurality of the votes cast, and all questions
shall be decided by a majority vote, except as otherwise provided by the
Charter of the Corporation or by the laws of the State of Maryland.
The directors may fix a day not more than ninety (90) days nor less
than ten (10) days prior to the holding of any meeting of stockholders as the
date as of which stockholders entitled to notice of and to vote at such
meeting shall be determined; and only stockholders of record on such day shall
be entitled to notice of or to vote at any such meeting.
Each stockholder entitled to vote, in accordance with the terms of
the Charter and the provisions of these Bylaws, shall be entitled to one vote,
in person or by proxy, for each share of stock entitled to vote held by such
stockholder, but no proxy shall be voted after eleven (11) months from its
date unless such proxy provides for a longer period. In no case shall any
proxy be given for a period in excess of ten (10) years from the date of its
execution.
SECTION 5. QUORUM -- Except as provided in the next section hereof,
any number of stockholders together holding a majority of the stock issued and
outstanding and entitled to vote thereat, who shall be present in person or
represented by proxy at any meeting duly called, shall constitute a quorum for
the transaction of business. If, at any meeting less than a quorum shall be
present or represented, those present, either in person or by proxy, shall
have the power to adjourn the meeting from time to time, without notice other
than announcement at the meeting, until the requisite amount of stock shall be
present, at which time any business may be transacted which might have been
transacted at the meeting as originally noticed.
SECTION 6. ACTION WITHOUT MEETING -- Any action to be taken by the
stockholders may be taken without a meeting, if, prior to such action, all
stockholders entitled to vote thereon shall consent in writing to such action
being taken, and such consent shall be treated for all purposes as a vote at a
meeting.
SECTION 7. NOMINATIONS AND STOCKHOLDER BUSINESS
(a) ANNUAL MEETINGS OF STOCKHOLDERS.
(1) Nominations of persons for election to the Board of
Directors and the proposal of business to be considered by the stockholders
may be made at an annual meeting of stockholders (i) pursuant to the
Corporation's notice of meeting, (ii) by or at the direction of the Board of
Directors or (iii) by any stockholder of the Corporation who was a stockholder
of record at the time of giving of notice provided for in this Section 7(a),
who is entitled to vote at the meeting and who complied with the notice
procedures set forth in this Section 7(a).
(2) For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to clause (iii) of
paragraph (a)(1) of this Section 7, 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 sixty (60) days nor more
than ninety (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 thirty (30) days or delayed by more
than sixty (60) days from such anniversary date, notice by the stockholder to
be timely must be so delivered not earlier than the ninetieth (90th) day prior
to such annual meeting and not later than the close of business on the later
of the sixtieth (60th) day prior to such annual meeting or the tenth (10th)
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 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.
(3) Notwithstanding anything in the second sentence of
paragraph (a)(2) of this Section 7 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 seventy (70) days prior to the first anniversary of the
preceding year's annual meeting, a stockholder's notice required by this
Section 7(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 (10th) 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 (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 7(b), who is entitled to vote at
the meeting and who complied with the notice procedures set forth in this
Section 7(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 paragraph (a)(2) of this
Section 7 (together with the information and consents required pursuant to
clauses (ii) and (iii) of paragraph (a)(2)) shall be delivered to the
Secretary at the principal executive offices of the Corporation not earlier
than the ninetieth (90th) day prior to such special meeting and not later than
the close of business on the later of the sixtieth (60th) day prior to such
special meeting or the tenth (10th) 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 7 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 7. 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 7 and, if any proposed nomination or
business is not in compliance with this Section 7, to declare that such
defective nomination or proposal be disregarded.
(2) For purposes of this Section 7, "public
announcement" shall mean disclosure in a press release reported by the Dow
Jones New Service, Associated Press or 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 7, 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 7. Nothing in this
Section 7 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.
(4) This Section 7 shall become effective on May 1,
1995.
SECTION 8. INSPECTORS -- The Board of Directors may, in advance of
any meeting of stockholders, appoint one or more inspectors to act at such
meeting or any adjournment thereof. If the inspectors shall not be so
appointed or if any of them shall fail to appear or act, the chairman of the
meeting may, and on the request of any stockholder entitled to vote thereat
shall, appoint inspectors. Each inspector, before entering upon the discharge
of his duties, shall take and sign an oath to execute faithfully the duties of
inspector at such meeting with strict impartiality and according to the best
of his ability. The inspectors shall determine the number of shares
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots or consents, hear and determine
all challenges and questions arising in connection with the right to vote,
count and tabulate all votes, ballots or consents, determine the result, and
do such acts as are proper to conduct the election or vote with fairness to
all stockholders. On request of the chairman of the meeting or any
stockholder entitled to vote thereat, the inspectors shall make a report in
writing of any challenge, request or matter determined by them and shall
execute a certificate of any fact found by them. No director or candidate for
the office of director shall act as inspector of an election of directors.
Inspectors need not be stockholders.
ARTICLE III
DIRECTORS
SECTION 1. NUMBER AND TERM -- The number of directors shall be
seven (7) until changed by amendment to this Section of the Bylaws duly
adopted by the Board of Directors or stockholders. In no case shall the
number of directors ever be less than three (3).
The Board of Directors of this Corporation shall be classified into
three classes, with the number of directors in each class being as nearly
equal as possible. Initially there shall be two directors in Class 1, two
directors in Class 2, and three directors in Class 3. Each director in
Class 1 initially shall serve for a term ending at the annual meeting of
stockholders in 1986; each director in Class 2 shall serve for an initial term
ending at the annual meeting of stockholders in 1987; and each director in
Class 3 shall serve for an initial term ending at the annual meeting of
stockholders in 1988. After the respective initial terms of the classes
indicated, each such class of directors shall be elected for successive terms
ending at the annual meeting of stockholders the third year after election.
Directors need not be stockholders.
SECTION 2. QUORUM -- A majority of the directors shall constitute a
quorum for the transaction of business. If, at any meeting of the Board,
there shall be less than a quorum present, a majority of those present may
adjourn the meeting, from time to time, until a quorum is obtained, and no
further notice thereof need be given other than by announcement at said
meeting which shall be so adjourned.
SECTION 3. FIRST MEETING -- The newly elected directors may hold
their first meeting for the purpose of organization and the transaction of
business, if a quorum is present, immediately after the annual meeting of
stockholders or the time and place of such meeting may be fixed by written
consent of the entire Board.
SECTION 4. ELECTION OF OFFICERS -- At the first meeting, or at any
subsequent meeting called for that purpose, the directors shall elect the
officers of the Corporation, as more specifically set forth in ARTICLE V of
these Bylaws. Such officers shall hold office until the next annual election
of officers, or until their successors are elected and shall have qualified.
SECTION 5. REGULAR MEETINGS -- Regular meetings of the Board of
Directors shall be held at such places and times as shall be determined, from
time to time, by resolution of the Board of Directors without other notice
than such resolution.
SECTION 6. SPECIAL MEETINGS -- Special meetings of the Board of
Directors may be called by the Chief Executive Officer, the President, or by
the Secretary on prior notice to each Director. In case such notice is
mailed, it shall be given at least four (4) days prior to the time of the
holding of the meeting. In case such notice is given personally, or by
telephone, facsimile correspondence or telegram, it shall be given at least
twenty-four (24) hours prior to the time of the holding of the meeting.
SECTION 7. PLACE OF MEETINGS -- The directors may hold their
meetings, and have one or more offices, and keep the books of the Corporation
outside the State of Maryland at any office or offices of the Corporation, or
at any other place as they from time to time by resolution may determine.
SECTION 8. DISPENSING WITH NOTICE -- The transactions of any
meeting of the Board of Directors which is not properly called or noticed,
regardless of how called and noticed or wherever held, shall be as valid as
though had at a meeting duly held after regular call and notice if a quorum be
present and if, either before or after the meeting, each of the Directors not
present signs a written waiver of notice, a consent to holding the meeting or
an approval of the minutes thereof. The waiver of notice or consent need not
specify the purpose of the meeting. All such waivers, consents and approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting. Notice of a meeting need not be given to any Director who attends
the meeting without protesting, prior thereto or at its commencement, the lack
of notice to such Director.
SECTION 9. ACTION WITHOUT MEETING -- Any action required or
permitted to be taken at any meeting of the Board of Directors, or any
committee thereof, may be taken without a meeting if a written consent thereto
is signed by all members of the Board or of such committee, as the case may
be, and such written consent is filed with the minutes of the proceedings of
the Board of Directors or committee.
SECTION 10. TELEPHONIC MEETINGS -- Unless otherwise restricted by
the Charter or these Bylaws, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting
of the Board of Directors, or any committee, by means of conference telephone
or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at such meeting.
SECTION 11. GENERAL POWERS OF DIRECTORS -- The Board of Directors
shall manage the business and affairs of the Corporation, and, subject to the
restrictions imposed by law, exercise all the powers of the Corporation,
except as conferred on or reserved to the stockholders by law or by the
Charter or these Bylaws.
SECTION 12. SPECIFIC POWERS OF DIRECTORS -- Without prejudice to
such general powers, it hereby is expressly declared that the directors shall
have the following powers, to the extent permitted under the laws of the State
of Maryland, subject to the provisions of the Charter and other provisions of
these Bylaws:
(1) To make and change regulations, not inconsistent with
these Bylaws, for the management of the business and affairs of the
Corporation.
(2) To purchase or otherwise acquire for the Corporation any
property, rights or privileges which the Corporation is authorized to acquire.
(3) To pay for any property purchased for the Corporation,
either wholly or partly in money, stock, bonds, debentures or other securities
of the Corporation.
(4) To borrow money and make and issue notes, bonds and other
negotiable and transferable instruments, mortgages, deeds of trust and trust
agreements, and to do every act and thing necessary to effectuate the same.
(5) To lease and rent real property whether in the capacity of
lessor or lessee.
(6) To dispose of or transfer property, both real and
personal, in any fashion or by any lawful means, including, without
limitation, by lease and as security for borrowings of the Corporation.
(7) To lend money and acquire loans made by others, and to
accept, in connection therewith, notes, bonds and other transferable
instruments, mortgages, deeds of trust and trust agreements of others, and to
do every act and thing otherwise necessary in connection therewith.
(8) To make investments from time to time with funds of the
Corporation and to dispose of such investments.
(9) To remove any officer when, in their judgment, the best
interests of the Corporation shall be served thereby, and, in their
discretion, from time to time to devolve the powers and duties of any officer
upon any other officer or person for the time being.
(10) To appoint and remove or suspend subordinate officers,
agents, or factors as they may deem necessary, and to determine their duties,
and to fix and from time to time to change their salaries or remuneration, and
to require security as and when they think fit.
(11) To confer upon any officer of the Corporation the power
to appoint, remove and suspend subordinate officers, agents and factors.
(12) To determine who shall be authorized, on behalf of the
Corporation, to make and sign bills, notes, acceptances, endorsements,
contracts and other instruments.
(13) To determine who shall be entitled, in the name and on
behalf of the Corporation, to vote upon or to assign and transfer any shares
of stock, bonds or other securities of other corporations held by this
Corporation.
(14) To authorize the Corporation to enter into, and to
execute and deliver, and to modify, amend or terminate, from time to time,
agreements, notes, acceptances, bills of sale, documents of transfer or other
documents or instruments of any kind or nature whatsoever, in furtherance of
or in connection with lawful activities of the Corporation.
(15) To delegate any of the powers of the Board, in relation
to the ordinary business of the Corporation, to any standing or special
committee, or to any officer or agent (with power to sub-delegate), upon such
terms as they deem fit.
(16) To call special meetings of the stockholders for any
purpose or purposes.
SECTION 13. COMPENSATION -- Directors shall receive no stated
salary for their services as directors but, by resolution of the Board, may
receive fixed fees per year and/or per meeting, and expenses of attendance for
attendance at each meeting.
Nothing herein contained shall be construed to preclude any director
from serving the Corporation in any other capacity as an officer, agent, or
otherwise, and receiving compensation therefor.
ARTICLE IV
COMMITTEES
SECTION 1. APPOINTMENTS AND POWERS -- The Board of Directors may,
by resolution or resolutions passed by a majority of the entire Board of
Directors, designate one or more committees, including, without limitation an
Audit Committee, an Investment Committee and a Compensation Committee, each
consisting of two (2) or more directors, to serve at the pleasure of the Board
of Directors. The Board of Directors may designate one or more directors as
alternate members of a committee who may replace any absent or disqualified
member at any meeting of the committee. Such alternate members shall not be
counted for purposes of determining a quorum unless so appointed, in which
case they shall be counted in the place of the absent or disqualified member.
The committee, to the extent provided in said resolution or resolutions or in
these Bylaws and permitted under the laws of the State of Maryland, shall have
and may exercise the powers of the Board of Directors in the management of the
business and affairs of the Corporation and may have power to authorize the
seal of the Corporation to be affixed to all papers which may require it.
Such committee or committees shall have such name or names as may be stated in
these Bylaws or as may be determined from time to time by resolution adopted
by the Board of Directors.
SECTION 2. MINUTES -- Committees shall keep regular minutes of
their proceedings, and report the same to the Board of Directors when
required.
SECTION 3. AUDIT COMMITTEE -- The Audit Committee shall select and
engage on behalf of the Corporation, subject to the consent of the
stockholders, and fix the compensation of, a firm of certified public
accountants whose duty it shall be to audit the books and accounts of the
Corporation and its subsidiaries for the fiscal year for which they are
appointed, and who shall report to such Committee. The Audit Committee shall
confer with the auditors and shall determine, and from time to time shall
report to the Board of Directors upon, the scope of the auditing of the books
and accounts of the Corporation and its subsidiaries. The Audit Committee
shall also be responsible for determining that the business practices and
conduct of employees and other representatives of the Corporation and its
subsidiaries comply with the policies and procedures of the Corporation. None
of the members of the Audit Committee shall be officers or employees of the
Corporation.
SECTION 4. INVESTMENT COMMITTEE -- The Investment Committee shall
have the power to approve the acquisition and disposition of real estate and
other investments in the best interests of the Corporation. The Investment
Committee shall have such other powers as may be delegated by the Board of
Directors from time to time.
SECTION 5. COMPENSATION COMMITTEE -- The Compensation Committee
shall establish a general compensation policy for the Corporation and shall
have the responsibility for the approval of increases in directors' fees and
in salaries paid to officers and senior employees earning in excess of an
annual salary to be determined by the Compensation Committee. The
Compensation Committee shall have all of the powers of administration under
all of the Corporation's employee benefit plans, including any stock option
plans, bonus plans, retirement plans, stock purchase plans and medical, dental
and insurance plans. In connection therewith, the Compensation Committee
shall determine, subject to the provisions of the Corporation's plans, the
directors, officers and employees of the Corporation eligible to participate
in any of the plans, the extent of such participation and the terms and condi-
tions under which benefits may be vested, received or exercised. All of the
members of the Compensation Committee shall be directors who are not eligible
to receive compensation pursuant to the stock incentive plans administered by
the Compensation Committee.
ARTICLE V
OFFICERS
SECTION 1. OFFICERS -- The officers shall be elected at the first
meeting of the Board of Directors after each annual meeting of stockholders.
The Board of Directors shall elect a Chief Executive Officer, a President, a
Secretary and a Treasurer, and may elect one or more Vice Presidents as they
may deem proper. Any person may hold two or more offices, except that no one
person shall concurrently hold the offices of President and Vice-President.
The Board of Directors may elect such other officers and agents as
it may deem advisable, who shall hold office for such terms and shall exercise
such powers and perform such duties as shall from time to time be determined
by the Board of Directors.
SECTION 2. CHIEF EXECUTIVE OFFICER -- The Chief Executive Officer
shall have the general powers and duties of supervision and management usually
vested in the office of Chief Executive Officer of a corporation. He shall
have general supervision, direction and control of the business of the
Corporation. He shall also exercise such further powers and perform such
other duties as may be conferred upon him by the Bylaws or the Board of
Directors from time to time. Except as the Board of Directors shall authorize
the execution thereof in some other manner, he shall have the power to execute
bonds, mortgages and other contracts on behalf of the Corporation, and he may
cause the corporate seal to be affixed to any instrument or document executed
on behalf of the Corporation. In the event that no other individual shall at
that time have been appointed by the Board of Directors to, and hold, the
office of President of the Corporation, the individual appointed by the Board
to the position of Chief Executive Officer shall also, by virtue of holding
such office, be deemed to hold the office of President, and any action taken
by such individual in his capacity as Chief Executive Officer will also be
deemed action of the President.
SECTION 3. PRESIDENT -- The President shall have the general powers
and duties of supervision and management usually vested in the office of
President of a corporation. He shall have general supervision, direction and
control of the business of the Corporation. He shall also exercise such
further powers and perform such other duties as may be conferred upon him by
the Bylaws or the Board of Directors from time to time. Except as the Board of
Directors shall authorize the execution thereof in some other manner, he shall
have the power to execute bonds, mortgages and other contracts on behalf of
the Corporation, and he may cause the corporate seal to be affixed to any
instrument or document executed on behalf of the Corporation. In the event
that no other individual shall at that time have been appointed by the Board
of Directors to, and hold, the office of President of the Corporation, the
individual appointed by the Board of Directors to the office of Chief
Executive Officer shall also, by virtue of holding such office, be deemed to
hold the office of President, and any action taken by such individual in his
capacity as Chief Executive Officer will also be deemed action of the
President.
SECTION 4. VICE PRESIDENTS -- Each Vice President shall have such
powers and shall perform such duties as are usually vested in the office of
Vice President of a corporation. Except as the Board of Directors shall
authorize the execution thereof in some other manner, he shall have the power
to execute bonds, mortgages and other contracts on behalf of the Corporation,
and he may cause the corporate seal to be affixed to any instrument or
document executed on behalf of the Corporation.
SECTION 5. SECRETARY -- The Secretary shall give, or cause to be
given, notice of all meetings of stockholders and the Board of Directors, and
all other notices required by law or by these Bylaws, and, in case of his
absence or refusal or neglect so to do, any such notice may be given by any
person thereunto directed by the Chief Executive Officer, the President, the
Board of Directors, or the stockholders upon whose request the meeting is
called as provided in these Bylaws. He shall record all proceedings of
meetings of the stockholders and of the Board of Directors in a book to be
kept for that purpose, and shall perform such other duties as may be assigned
to him by the Directors or the Chief Executive Officer or President. He shall
have custody of the corporate seal, and shall have the power to affix said
seal to all instruments or documents executed on behalf of the Corporation.
SECTION 6. TREASURER -- The Treasurer shall have the custody of the
corporate funds and securities, and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation. He shall
deposit all monies and other valuables in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of
Directors.
The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors or the President or Chief Executive Officer,
taking proper vouchers for such disbursements. He shall render to the
President or Chief Executive Officer and the Board of Directors, at the
regular meetings of the Board, or whenever they may request it, an accounting
of all his transactions as Treasurer, and of the financial condition of the
Corporation.
If required by the Board of Directors, he shall give the Corporation
a bond for the faithful discharge of his duties, in such amount and with such
surety as the Board shall prescribe.
SECTION 7. CHAIRMAN -- The Chairman, if one is elected, shall
preside at all meetings of the Board of Directors and stockholders, and shall
have and perform such other duties as from time to time may be assigned to him
by the Board of Directors.
SECTION 8 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS --
Assistant Secretaries and Assistant Treasurers, if any, may be appointed by
the Chief Executive Officer, the President or Vice President and shall have
such powers and shall perform such duties as shall be assigned to them,
respectively, by the Secretary and by the Treasurer.
ARTICLE VI
RESIGNATIONS; FILLING OF VACANCIES; REMOVAL FROM OFFICE
SECTION 1. RESIGNATIONS -- Any director or officer may resign at
any time. Such resignation shall be made in writing, and shall take effect at
the time specified therein, and, if no time be specified, at the time of its
receipt by the Board of Directors, the Chief Executive Officer, the President
or the Secretary. The acceptance of a resignation shall not be necessary to
make it effective.
SECTION 2. FILLING OF VACANCIES -- If the office of any officer or
director becomes vacant, other than vacancies on the Board of Directors
created by an increase in the number of directors, the remaining directors in
office, although less than a quorum, may appoint, by a majority vote, any
qualified person to fill such vacancy, who shall hold office for the unexpired
term of his predecessor, or until his successor is elected or appointed and
shall have qualified.
Any vacancy on the Board of Directors occurring by reason of an
increase in the number of directors may be filled by action of a majority of
the entire Board, for a term of office continuing only until the next election
of directors by the stockholders or may be filled by the affirmative vote of
the holders of a majority of the shares then entitled to vote at an election
of directors.
SECTION 3. REMOVAL FROM OFFICE -- A director may be removed from
office only by the stockholders or the Board of Directors of the Corporation
in the manner and by the vote set forth in the Charter of the Corporation.
The stockholders of the Corporation may elect a successor or successors to
fill any vacancy or vacancies which result from the removal of a director or
directors, and each such successor will serve for the unexpired term of the
removed director.
Any officer or agent elected or appointed by the Board of Directors,
may be removed by said Board whenever, in its judgment, the best interests of
the Corporation shall be served thereby.
ARTICLE VII
CAPITAL STOCK
SECTION 1. CERTIFICATES OF STOCK -- Certificates of stock,
numbered, and with the seal of the Corporation affixed, signed by the Chief
Executive Officer (if the Board shall not have then appointed a President in
which case the actions of the Chief Executive Officer shall, for purposes of
Maryland law, be deemed those of the President), the President or a Vice
President, and countersigned by the Secretary or an Assistant Secretary, or
the Treasurer or an Assistant Treasurer, shall be issued to each stockholder,
certifying to the number of shares owned by him in the Corporation. The
signatures on certificates of stock may be either manual or facsimile.
In case any officer who has signed or whose facsimile signature has
been placed upon such certificate shall have ceased to be such officer before
such certificate is issued, it may be issued by the Corporation with the same
effect as if he were such officer at the date of its issue. Each certificate
representing shares of the capital stock of the Corporation shall bear on its
face or back such statements relating to the authority of the Corporation to
issue more than one class of stock, the designations and other terms and
conditions of each such class of stock and restrictions on transferability of
capital stock imposed by the Corporation, or a statement that such information
will be provided on request and without charge, all as and to the extent which
may be required by the laws of the State of Maryland.
SECTION 2. LOST CERTIFICATES -- A new certificate of stock may be
issued in place of any certificate theretofore issued by the Corporation and
alleged to have been lost or destroyed, and the Board of Directors may, at
their discretion, request the owner of the lost or destroyed certificate, or
his legal representative, to give the Corporation a bond, in such sum as the
Board of Directors may direct, but not exceeding double the value of the
stock, to indemnify the Corporation against any claim that may be made against
it on account of the alleged loss of any such certificate.
SECTION 3. TRANSFER OF SHARES -- Subject to the restrictions that
may be contained in the Charter, the shares of stock of the Corporation shall
be transferable only upon its books by the holders thereof in person or by
their duly authorized representatives.
SECTION 4. DIVIDENDS -- Subject to the provisions of the Charter
and the laws of the State of Maryland, the Board of Directors may, at any
regular or special meeting, declare dividends upon the capital stock of the
Corporation, as and when the Board of Directors may deem expedient.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
SECTION 1. CORPORATE SEAL -- The Board of Directors shall adopt and
may alter a common seal of the Corporation. Said seal shall be circular in
form and shall contain the name of the Corporation, the year of its creation,
and the words: "CORPORATE SEAL, MARYLAND." It may be used by causing it or a
facsimile thereof to be impressed, affixed, or otherwise reproduced.
SECTION 2. FISCAL YEAR -- The fiscal year of the Corporation shall
end on the 31st day of December of each calendar year.
SECTION 3. CHECKS, DRAFTS, NOTES -- All checks, drafts, or other
orders for the payment of money, notes or other evidences of indebtedness
issued 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 from time
to time shall be determined by resolution of the Board of Directors or, in the
absence of any specific resolution of the Board of Directors, or if not
otherwise provided by the Board of Directors, may be signed by the Chief
Executive Officer, the President or any Vice President.
SECTION 4. CORPORATE RECORDS -- The Corporation shall keep correct
and complete books of account and minutes of the proceedings of its
stockholders and Board of Directors.
The Corporation shall keep and maintain at its principal office a
certified copy of its Charter and all amendments thereto, a certified copy of
its Bylaws and all amendments thereto, a stock ledger or duplicate stock
ledger, revised annually, containing the names, alphabetically arranged, of
all stockholders, their residence addresses, and the number of shares held by
them, respectively. In lieu of the stock ledger or duplicate stock ledger, a
statement may be filed in the principal office stating the name of the
custodian of the stock ledger or duplicate stock ledger, and the present and
complete post office address (including street and number, if any) where such
stock ledger or duplicate stock ledger is kept.
The Board of Directors shall take all reasonable steps to assure
that a full and correct annual statement of the affairs of the Corporation is
prepared annually, including a balance sheet and a financial statement of
operations for the preceding fiscal year which shall be certified by
independent certified public accountants, and distributed to stockholders
within one hundred and twenty (120) days after the close of the Corporation's
fiscal year and a reasonable period of time prior to the annual meeting of
stockholders. Such annual statement shall also be submitted at the annual
meeting and shall be filed within twenty (20) days thereafter at the principal
office of the Corporation in the State of Maryland. The Board of Directors
shall also be responsible for scheduling the annual meeting of stockholders.
SECTION 5. NOTICE AND WAIVER OF NOTICE -- Whenever, pursuant to the
laws of the State of Maryland or these Bylaws, any notice is required to be
given, personal notice is not meant unless expressly so stated, and any notice
so required shall be deemed to be sufficient if given by depositing the same
in the United States mail, postage prepaid, addressed to the person entitled
thereto at his address as it appears on the records of the Corporation, and
such notice shall be deemed to have been given on the day of such mailing.
Stockholders not entitled to vote shall not be entitled to receive notice of
any meetings except as otherwise provided by statute.
Any notice required to be given may be waived, in writing, by the
person or persons entitled thereto, whether before or after the time stated
therein.
ARTICLE IX
AMENDMENTS
SECTION 1. AMENDMENTS OF BYLAWS -- The stockholders by the
affirmative vote of the holders of two-thirds (2/3) of the stock issued and
outstanding and entitled to vote, or the directors, by the affirmative vote of
a majority of the entire Board of Directors, may amend or alter any of these
Bylaws. Notwithstanding the foregoing, any amendment to Section 1 of Article
III of the Bylaws which increases the number of directors by more than one (1)
in any twelve (12) month period or increases the total number of directors to
more than nine (9), and any amendment to this Section 1 of Article IX of the
Bylaws, shall require approval by the Board of Directors by unanimous vote or
approval by the stockholders of the Corporation by the affirmative vote of 90%
of all votes entitled to be cast.
ARTICLE X
INDEMNIFICATION OF OFFICERS AND DIRECTORS
SECTION 1. INDEMNIFICATION -- The Corporation shall indemnify and
hold harmless, in the manner and to the fullest extent permitted by law, any
person (or the estate of any person) who is or was a party to, or is
threatened to be made a party to, any threatened, pending or completed action,
suit or proceeding, whether or not by or in the right of the Corporation, and
whether civil, criminal, administrative, investigative or otherwise, by reason
of the fact that such person is or was a director or officer of the
Corporation, or, as a director or officer of the Corporation, is or was
serving at the request of the Corporation as a director, officer, trustee,
partner, member, agent or employee of another corporation, partnership,
limited liability company, association, joint venture, trust, benefit plan or
other enterprise (including without limitation service in the administration
and management of any separate, segregated fund established for purposes of
collecting and distributing voluntary employee political contributions to
federal election campaigns pursuant to the Federal Election Campaign Act of
1971, as amended from time to time). To the fullest extent permitted by law,
the indemnification provided herein shall include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement and any such
expenses may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding. The Corporation may, with the approval of
the Board of Directors, provide such indemnification and advancement of
expenses as set forth in the preceding sentences of this Section 1 of this
Article X of the Bylaws to agents and employees of the Corporation, other than
officers and directors. The Corporation may, to the fullest extent permitted
by law, purchase and maintain insurance on behalf of any officer or director
or employee against any liability which may be asserted against such person.
SECTION 2. PROVISIONS NOT EXCLUSIVE -- This Article X shall not be
construed as a limitation upon the power of the Corporation to indemnify any
other person for any such expenses to the fullest extent permitted by law, or
upon the power of the Corporation to enter into contracts or undertakings of
indemnity with a director, officer, employee or agent of the Corporation, nor
shall it be construed as a limitation upon any other rights to which a person
seeking indemnification from the Corporation may be entitled under any
agreement, the Charter of the Corporation, or vote of stockholders or
disinterested directors, or otherwise, both as to any action in such person's
official capacity and as to any action in another capacity while holding any
office of the Corporation.
SECTION 3. RESTRICTION ON REPEAL OR MODIFICATION -- Any repeal or
modification of any section of this Article X of the Bylaws by the
stockholders or directors of the Corporation shall be prospective only, and
shall not adversely affect any right to indemnification or advancement of
expenses hereunder existing at the time of such repeal or modification.