ALEXANDRIA REAL ESTATE EQUITIES, INC.
BYLAWS
(Adopted February 4, 2000; Effective February 16, 2000)
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICE. A principal office of the
Corporation shall be located at such place or places in the State of
Maryland 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
MEETINGS OF STOCKHOLDERS
Section 1. PLACE. All meetings of stockholders shall be
held at the principal executive office of the Corporation or at such
other place as shall be stated in the notice of the meeting.
Section 2. ANNUAL MEETING. An annual meeting of the
stockholders for the election of directors and the transaction of any business
within the powers of the Corporation shall be held on a date and at the time set
by the Board of Directors during the 30-day period beginning on the fifteenth
(15th) day of April and ending on the fourteenth (14th) day of May in each year.
Section 3. SPECIAL MEETINGS.
(a) GENERAL. The chairman of the board, the vice chairman of the
board, the chief executive officer, the chief operating officer or the Board of
Directors may call a special meeting of the stockholders. Subject to subsection
(b) of this Section 3, a special meeting of stockholders shall also be called by
the secretary of the Corporation upon the written request of the stockholders
entitled to cast not less than a majority of all the votes entitled to be cast
at such meeting.
(b) STOCKHOLDER REQUESTED SPECIAL MEETINGS. (1) Any stockholder of
record seeking to have stockholders request a special meeting shall, by sending
written notice to the secretary (the "Record Date Request Notice") by registered
mail, return receipt requested, request the Board of Directors to set a record
date to determine the stockholders entitled to request a special meeting (the
"Request Record Date"). The Record Date Request Notice shall
set forth the purpose of the requested special meeting and the matters proposed
to be acted on at it, shall be signed by one or more stockholders of record as
of the date of signature (or their duly authorized proxies or other agents),
shall bear the date of signature of each such stockholder (or proxy or other
agent) and shall set forth all information relating to each such stockholder
that must be disclosed in solicitations of proxies for election of directors in
an election contest (even if an election contest at the requested special
meeting is not involved), or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and Rule 14a-11 thereunder. Upon receiving the Record Date
Request Notice, the Board of Directors may set a Request Record Date. The
Request Record Date shall not precede and shall not be more than 20 days after
the close of business on the date on which the resolution setting the Request
Record Date is adopted by the Board of Directors. If the Board of Directors,
within 20 days after the date on which a valid Record Date Request Notice is
received, fails to adopt a resolution setting the Request Record Date and issue
a public announcement of such Request Record Date, the Request Record Date shall
be the close of business on the 20th day after the first date on which the
Record Date Request Notice is actually received by the secretary.
(2) In order for any stockholder to request a
special meeting, one or more written requests for a special meeting, signed by
stockholders of record (or their duly authorized proxies or other agents) as of
the Request Record Date entitled to cast not less than a majority (the "Special
Meeting Percentage") of all of the votes entitled to be cast at such meeting
(the "Special Meeting Request") shall be delivered to the secretary. In
addition, the Special Meeting Request shall set forth the purpose of the meeting
and the matters proposed to be acted on at the meeting (which shall be limited
to the matters set forth in the Record Date Request Notice received by the
secretary of the Corporation), shall bear the date of signature of each such
stockholder (or proxy or other agent) signing the Special Meeting Request, shall
set forth the name and address of each stockholder signing such request, as they
appear in the Corporation's stock ledger, and a current name and address, if
different, (or on whose behalf the Special Meeting Request is signed) and the
class and number of shares of stock of the Corporation which are owned of record
and beneficially by each such stockholder, shall be sent to the secretary by
registered mail, return receipt requested, and shall be received by the
secretary within 60 days after the Request Record Date. Any requesting
stockholder may revoke his, her or its request for a special meeting at any time
by written revocation delivered to the secretary.
(3) The secretary shall inform the requesting
stockholders of the reasonably estimated cost of preparing and mailing the
notice of the special meeting (including the Corporation's proxy materials). The
secretary shall not be required to call a special meeting upon stockholder
request and such meeting
2
shall not be held unless, in addition to the documents required by paragraph (2)
of this Section 3(b), the secretary receives payment of such reasonably
estimated cost prior to the mailing of any notice of the meeting.
(4) Except as provided in the next sentence, any
special meeting shall be held at such place, date and time as may be designated
by the chairman of the board, the vice chairman of the board, the chief
executive officer, the chief operating officer or Board of Directors, whoever
has called the meeting. In the case of any special meeting called by the
secretary upon the request of stockholders (a "Stockholder Requested Meeting"),
if the Board of Directors fails to set a record date for such meeting (the
"Meeting Record Date") that is a date within 30 days after the date that a valid
Special Meeting Request is actually received by the secretary (the "Delivery
Date"), then the close of business on the 30th day after the Delivery Date shall
be the Meeting Record Date. In the case of any Stockholder Requested Meeting,
such meeting shall be held at such place, date and time as may be designated by
the Board of Directors; provided, however, that the date of any Stockholder
Requested Meeting shall be not more than 90 days after the Meeting Record Date;
and provided further that if the Board of Directors fails to designate, within
10 days after the Delivery Date, a date and time for a Stockholder Requested
Meeting, then such meeting shall be held at 2:00 p.m. local time on the 90th day
after the Meeting Record Date or, if such 90th day is not a Business Day (as
defined below), on the immediately preceding Business Day; and provided further
that in the event that the Board of Directors fails to designate a place for a
Stockholder Requested Meeting within 10 days after the Delivery Date, then such
meeting shall be held at the principal executive offices of the Corporation. In
setting a date for any special meeting, the chairman of the board, the vice
chairman of the board, the chief executive officer, the chief operating officer
or Board of Directors may consider such factors as he, she or it deems relevant
within the good faith exercise of business judgment, including, without
limitation, the nature of the matters to be considered, the facts and
circumstances surrounding any request for a meeting and any plan of the Board of
Directors to call an annual meeting or a special meeting.
(5) If at any time as a result of written
revocations of requests for a special meeting, stockholders of record (or their
duly authorized proxies or other agents) as of the Request Record Date for the
meeting entitled to cast less than the applicable Special Meeting Request
Percentage shall have delivered and not revoked requests for the special
meeting, the secretary may refrain from mailing the notice of the meeting or, if
the notice of the meeting has been mailed, the secretary may revoke the notice
of the meeting at any time before 10 days prior to the meeting if the secretary
has first sent to all other requesting stockholders written notice of such
revocation and of the intention to revoke the notice of the meeting. Any request
for a special meeting received
3
after a revocation by the secretary of a notice of a meeting shall be considered
a request for a new special meeting.
(6) The chairman of the board, the vice chairman
of the board, the chief executive officer, the chief operating officer or Board
of Directors may appoint one or more independent inspectors of elections to act
as the agent of the Corporation for the purpose of promptly performing a
ministerial review of the validity of any purported Special Meeting Request
received by the secretary. For the purpose of permitting the inspectors to
perform such review, no such purported request shall be deemed to have been
received by the secretary until the earlier of (i) 5 Business Days after actual
receipt by the secretary of such purported request and (ii) such date as the
inspectors certify to the Corporation that the valid requests received by the
secretary represent at least a majority of the issued and outstanding shares of
stock that would be entitled to vote at such meeting. Nothing contained in this
paragraph (6) shall in any way be construed to suggest or imply that the
Corporation or any stockholder shall not be entitled to contest the validity of
any request, whether during or after such 5 Business Day period, or to take any
other action (including, without limitation, the commencement, prosecution or
defense of any litigation with respect thereto, and the seeking of injunctive
relief in such litigation).
(7) For purposes of these Bylaws, "Business Day"
shall mean any day other than a Saturday, a Sunday or a day on which banking
institutions in the State of Maryland are authorized or obligated by law or
executive order to close.
Section 4. NOTICE. Not less than 10 nor more than 90 days before each
meeting of stockholders, the secretary shall give 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 written or printed notice stating the time and
place of the meeting and, in the case of a special meeting or as otherwise may
be required by any statute, the purpose for which the meeting is called, either
by mail or by presenting it to such stockholder personally or by leaving it at
his residence or usual place of business or by any other means authorized by
Maryland law. If mailed, such notice shall be deemed to be given when deposited
in the United States mail addressed to the stockholder at his or her post office
address as it appears on the records of the Corporation, with postage thereon
prepaid. Notwithstanding the foregoing provision for notice, a waiver of notice
in writing, signed by the person or persons entitled to such notice and filed
with the records of the meeting, whether before or after the holding thereof, or
actual attendance at the meeting in person or by proxy, shall be deemed
equivalent to the giving of such notice to such persons.
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
4
required by any statute 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. ORGANIZATION. At every meeting of stockholders, the
chairman of the board or the vice chairman of the board, if there shall be one,
shall conduct the meeting or, in the case of vacancy in office or absence of the
chairman of the board or the vice chairman of the board, one of the following
officers present shall conduct the meeting in the order stated: the chief
executive officer, the chief operating officer, the president, the vice
presidents in their order of rank and seniority, or a chairman chosen by the
stockholders entitled to cast a majority of the votes which all stockholders
present in person or by proxy are entitled to cast, shall act as chairman, and
the secretary, or, in his absence, an assistant secretary, or in the absence of
both the secretary and assistant secretaries, a person appointed by the chairman
shall act as secretary. The Board of Directors of the Corporation may adopt by
resolution such rules and regulations for the conduct of the meeting of
stockholders as it shall deem appropriate. Except to the extent inconsistent
with the rules and regulations as adopted by the Board of Directors, the
chairman of any meeting of stockholders shall have the right and authority to
prescribe such rules, regulations and procedures and to do all acts as, in the
discretion of the chairman, are appropriate for the proper conduct of the
meeting. Such rules, regulations or procedures, whether adopted by the Board of
Directors or the chairman of the meeting, may include, without limitation, the
following: (a) restrictions on admissions to the meeting after the time fixed
for the commencement thereof; (b) limitations on attendance at or participation
in the meeting to stockholders of record of the Corporation, their duly
authorized and constituted proxies or such other persons as the chairman may
determine; (c) limitations on participation at the meeting on any matter to
stockholders of record of the Corporation, their duly authorized and constituted
proxies or such other persons as the chairman may determine; (d) limitations on
the time allotted to questions or comments by participants establishment of an
agenda or order of business for the meeting; (e) rules and procedures for
maintaining order at the meeting and the safety of those present; and (f)
recessing or adjourning the meeting to a later date, time and place announced at
the meeting. Unless and to the extent determined by the Board of Directors or
the chairman of the meeting, meetings of stockholders shall not be required to
be held in accordance with the rules of parliamentary procedure.
Section 7. QUORUM. At any 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 any statute or the charter of the
Corporation for the vote necessary for the adoption of any measure. If, however,
such quorum shall not be present at any meeting of the stockholders, the
stockholders entitled to vote at such meeting, present in person
5
or by proxy, shall have the 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.
Section 8. 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, without cumulation, 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 statute or by the charter of
the Corporation. Unless otherwise provided in the charter, 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 9. PROXIES. A stockholder may cast the votes entitled to be
cast by the shares of the stock owned of record by him either in person or by
proxy executed in writing, or in any manner authorized by law, by the
stockholder or by his duly authorized agent. Such proxy or evidence of
authorization of such proxy shall be filed with the secretary of the Corporation
before or at the time of the meeting. No proxy shall be valid after eleven
months from the date of its execution, unless otherwise provided in the proxy.
Section 10. VOTING OF STOCK BY CERTAIN HOLDERS. Stock of the
Corporation 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
governing body of such corporation or other entity or agreement of the partners
of a partnership presents a certified copy of such bylaw, resolution or
agreement, in which case such person may vote such stock. Any director or other
fiduciary may vote stock registered in his 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
6
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 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 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.
Notwithstanding any other provision of the charter of the Corporation
or these Bylaws, Title 3, Subtitle 7 of the Corporations and Associations
Article of the Annotated Code of Maryland (or any successor statute) shall not
apply to any acquisition by any person of shares of stock of the Corporation.
This section may be repealed, in whole or in part, at any time, whether before
or after an acquisition of control shares and, upon such repeal, may, to the
extent provided by any successor bylaw, apply to any prior or subsequent control
share acquisition.
Section 11. INSPECTORS. At any meeting of stockholders, the chairman of
the meeting may appoint one or more persons as inspectors for such meeting. Such
inspectors shall ascertain and report the number of shares represented at the
meeting based upon their determination of the validity and effect of proxies,
count all votes, report the results and perform such other acts as are proper to
conduct the election and voting with impartiality and fairness to all the
stockholders.
Each report of an inspector shall be in writing and signed by him 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.
Section 12. NOMINATIONS AND PROPOSALS BY STOCKHOLDERS.
(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 both at the time of giving of notice provided for in
this Section 12(a) and at the time of the annual meeting, who
7
is entitled to vote at the meeting and who complied with the notice procedures
set forth in this Section 12(a).
(2) For nominations for election to the Board of
Directors 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 12, the
stockholder must have given timely notice thereof in writing to the secretary of
the Corporation and such other business must otherwise be a proper matter for
action by stockholders. To be timely, a stockholder's notice must be delivered
to the secretary at the principal executive offices of the Corporation by not
later than the close of business on the 90th day prior to the first anniversary
of the date of mailing of the notice for the preceding year's annual meeting nor
earlier than the close of business on the 120th day prior to the first
anniversary of the date of mailing of the notice for the preceding year's annual
meeting; provided, however, that in the event that the date of the mailing of
the notice for the annual meeting is advanced by more than 30 days or delayed by
more than 60 days from the anniversary date of the mailing of the notice for the
preceding year's annual meeting, notice by the stockholder to be timely must be
so delivered not earlier than the close of business on the 120th day prior to
the date of mailing of the notice for such annual meeting and not later than the
close of business on the later of the 90th day prior to the date of mailing of
the notice for such annual meeting or the tenth day following the day on which
public announcement of the date of mailing of the notice for such meeting is
first made by the Corporation. In no event shall the public announcement of a
postponement of the mailing of the notice for such annual meeting or of an
adjournment or postponement of an annual meeting to a later date or time
commence a new time period for the giving of a stockholder's notice as described
above. A stockholder's notice to be proper must set forth (i) as to each person
whom the stockholder proposes to nominate for election or reelection as a
director (A) the name, age, business address and residence address of such
person, (B) the class and number of shares of stock of the Corporation that are
beneficially owned or owned of record by such person, and (C) all other
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest, or is
otherwise required, in each case pursuant to Regulation 14A (or any successor
provision) under the Securities 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 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
(including any anticipated benefit to the stockholder therefrom) and of each
beneficial owner, if any, on whose behalf the proposal is made; and (iii) as to
the stockholder giving the notice and each beneficial owner, if any, on whose
behalf the nomination or proposal is made, (x) the name and address of such
stockholder, as they
8
appear on the Corporation's stock ledger and current name and address, if
different, 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 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 by the Corporation of such action
or specifying the size of the increased Board of Directors at least 100 days
prior to the first anniversary of the date of mailing of the notice for 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 the notice is delivered to the
secretary at the principal executive offices of the Corporation not later than
the close of business on the tenth day immediately 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 both at the time of giving of notice
provided for in this Section 12(b) and at the time of the special meeting, 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 containing the information
required by paragraph (a)(2) of this Section 12 shall have been delivered to the
secretary at the principal executive offices of the Corporation not earlier than
the close of business on the 120th day prior to such special meeting and not
later than the close of business on the later of the 90th day prior to such
special meeting or the 10th day following the day on which public announcement
is first made of the date of the special meeting and the nominees proposed by
the Board of Directors to be elected at such meeting. In no event shall the
public announcement of a postponement or adjournment of a special meeting to a
later date or time commence a new time period for the giving of a stockholder's
notice as described above.
9
(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 chairman of the meeting shall
have the power and duty to determine whether a nomination or any other business
proposed to be brought before the meeting was made or proposed, as the case may
be, in accordance with the procedures set forth in this Section 12 and, if any
proposed nomination or other business is not in compliance with this Section 12,
to declare that such nomination or proposal shall be disregarded.
(2) For purposes of this Section 12, (a) the
"date of mailing of the notice" shall mean the date of the proxy statement for
the solicitation of proxies for election of directors and (b) "public
announcement" shall mean disclosure (i) in a press release either transmitted to
the principal securities exchange on which shares of the Corporation's common
stock are traded or reported by a recognized news service or (ii) in a document
publicly filed by the Corporation with the United States Securities and Exchange
Commission.
(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 right of a stockholder to request
inclusion of a proposal in, nor the right of the Corporation to omit a proposal
from, the Corporation's proxy statement pursuant to Rule 14a-8 under the
Exchange Act.
Section 13. VOTING BY BALLOT. Voting on any question or in any
election may be VIVA VOCE unless the presiding officer shall order or any
stockholder shall demand that voting be by ballot.
ARTICLE III
DIRECTORS
Section 1. GENERAL POWERS. The business and affairs of
the Corporation shall be managed under the direction of its Board of
Directors.
Section 2. NUMBER, TENURE AND QUALIFICATIONS. At any regular
meeting or at any special meeting called for that purpose, a majority of the
entire Board of Directors may establish, increase or decrease the number of
directors, provided that the number thereof shall never be less than the minimum
number required by the Maryland General Corporation Law, nor more than 15, and
further provided that the tenure of office of a director shall not be affected
by any decrease in the number of directors.
10
Section 3. ANNUAL AND REGULAR MEETINGS. An annual meeting of
the Board of Directors shall be held immediately after and at the same place as
the annual meeting of stockholders, no notice other than this Bylaw being
necessary. In the event such meeting is not so held, the meeting may be held at
such time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the Board of Directors.
Section 4. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the chairman or vice chairman of
the board, the chief executive officer, the chief operating officer or by a
majority of the directors then in office. The person or persons authorized to
call special meetings of the Board of Directors may fix any place as the place
for holding any special meeting of the Board of Directors called by them. The
Board of Directors may provide, by resolution, the time and place for the
holding of special meetings of the Board of Directors without other notice than
such resolution.
Section 5. NOTICE. Notice of any special meeting of the Board
of Directors shall be delivered personally or by telephone, electronic mail,
facsimile transmission, United States mail or courier to each director at his
business, electronic mail or residence address. Notice by personal delivery, by
telephone, electronic mail or facsimile transmission or courier shall be given
at least one day prior to the meeting. Notice by United States mail shall be
given at least five business days prior to the meeting and shall be deemed to be
given when deposited in the United States mail properly addressed, with postage
thereon prepaid. Telephone notice shall be deemed to be given when the director
is personally given such notice in a telephone call to which he is a party.
Facsimile transmission notice shall be deemed to be given upon completion of the
transmission of the message to the number given to the Corporation by the
director and receipt of a completed answer-back indicating receipt. Electronic
mail shall be deemed to be given upon transmission of the message to the
electronic mail address given to the Corporation by the director. Notice by
courier shall be deemed to be given upon delivery to the address given to the
Corporation by the director and receipt by such courier of a signature
evidencing delivery thereat. Neither the business to be transacted at, nor the
purpose of, any annual, regular or special meeting of the Board of Directors
need be stated in the notice, unless specifically required by statute or these
Bylaws.
Section 6. QUORUM. A majority of the directors shall constitute
a quorum for 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.
11
The directors present at a meeting which has been duly called
and convened may continue to transact business until adjournment,
notwithstanding the withdrawal of enough directors to leave less than a quorum.
Section 7. VOTING. The action of the 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 proportion is required
for such action by applicable statute. If enough directors have withdrawn from a
meeting to leave less than a quorum but the meeting is not adjourned, the action
of the majority of the directors still present at such meeting shall be the
action of the Board of Directors, unless the concurrence of a greater proportion
is required for such action by applicable statute.
Section 8. ORGANIZATION. At each meeting of the Board of
Directors, the chairman of the board and the vice chairman of the board, if any,
shall act as Co-Chairman. In the absence of both the chairman and vice chairman
of the board, the chief executive officer or in the absence of the chief
executive officer, the president or in the absence of the president, a director
chosen by a majority of the directors present, shall act as Chairman. The
Secretary or, in his or her absence, an Assistant Secretary of the corporation,
or in the absence of the Secretary and all Assistant Secretaries, a person
appointed by the Co-Chairman, shall act as Secretary of the meeting.
Section 9. TELEPHONE MEETINGS. Directors may participate in a
meeting by means of a conference telephone or similar communications equipment
if all persons participating in the meeting can hear each other at the same
time. Participation in a meeting by these means shall constitute presence in
person at the meeting.
Section 10. INFORMAL ACTION BY DIRECTORS. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting, if a consent in writing to such action is signed by each
director and such written consent is filed with the minutes of proceedings of
the Board of Directors.
Section 11. VACANCIES. If for any reason any or all the
directors cease to be directors, such event shall not terminate the Corporation
or affect these Bylaws or the powers of the remaining directors hereunder (even
if fewer than three directors remain). Any vacancy on the Board of Directors may
be filled only by a majority of the remaining directors, even if the remaining
directors do not constitute a quorum. Any director elected to fill a vacancy
shall hold office for the remainder of the full term of the directorship in
which the vacancy occurred and until a successor is elected and qualified.
Section 12. COMPENSATION. Directors shall not receive any
stated salary for their services as directors but, by resolution of
the Board of Directors, may receive fixed sums per year and/or per
12
meeting and/or per visit to real property or other facilities owned or leased by
the Corporation and for any service or activity they performed or engaged in as
directors. Directors may be reimbursed for expenses of attendance, if any, at
each annual, regular or special meeting of the Board of Directors or of any
committee thereof and for their expenses, if any, in connection with each
property visit and any other service or activity they performed or engaged in as
directors; but nothing herein contained shall be construed to preclude any
directors from serving the Corporation in any other capacity and receiving
compensation therefor.
Section 13. LOSS OF DEPOSITS. 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.
Section 14. 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 duties.
Section 15. RELIANCE. Each director, officer, employee and agent
of the Corporation shall, in the performance of his 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 16. CERTAIN RIGHTS OF DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS. The directors shall have no responsibility to devote their full time to
the affairs of the Corporation. Any director or officer, employee or agent of
the Corporation, in his 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 or in
competition with 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 an Executive Committee, an Audit
Committee, a Compensation Committee and other committees, 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 any of the
powers of the Board of Directors, except as prohibited by law.
13
Section 3. MEETINGS. Notice of committee meetings shall be
given in the same manner as notice for special meetings of the Board of
Directors. A majority of the members of the committee shall constitute a quorum
for the transaction of business at any meeting of the committee. The act of a
majority of the committee members present at a meeting shall be the act of such
committee. The Board of Directors may designate a chairman of any committee, and
such chairman or a majority of the members of any committee (if there are two or
more members) may fix the time and place of its meeting unless the Board shall
otherwise provide. 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 minutes of its proceedings.
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 similar communications equipment if all persons participating in
the meeting can hear each other at the same time. Participation in a meeting by
these means shall constitute 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 consent in writing to such action is signed
by each member of the committee and such written consent is filed with the
minutes of proceedings of such committee.
Section 6. VACANCIES. Subject to the provisions hereof, the
Board of Directors shall have the power at any time to change the membership of
any committee, to fill all vacancies, to designate alternate members to replace
any absent or disqualified member or to dissolve any such committee.
ARTICLE V
OFFICERS
Section 1. NUMBER. The officers of the Corporation shall be a
president, a secretary and a treasurer and may include a chief executive
officer, a chairman of the board, a chief operating officer, a vice chairman of
the board, one or more vice presidents and such other officers, including one or
more assistant treasurers and assistant secretaries, with such powers and duties
as the Board of Directors shall deem necessary or desirable. Any two or more
offices may be held by the same person, except those of chairman and vice
chairman or president and vice president may not be held concurrently by the
same person. The Board of Directors may establish and elect one or more officers
of the Board of Directors, which officers of the Board of Directors shall not be
deemed to be officers of the Corporation.
14
Section 2. ELECTION, TERM OF OFFICE AND QUALIFICATIONS. The
officers shall be elected annually by the Board of Directors at the first
meeting of the Board of Directors after each annual meeting of stockholders,
except that the chief executive officer may appoint one or more vice presidents,
assistant secretaries and assistant treasurers. If the election of officers
shall not be held at such meeting, such election shall be held as soon
thereafter as may be convenient. Election or appointment of an officer shall not
of itself create contract rights between the Corporation and such officer.
The Board of Directors may from time to time authorize any
officer or officers to appoint and remove officers, agents and employees and to
prescribe their powers and duties. Such officers, agents and employees shall
have such authority and perform such duties as the Board of Directors or the
officer or officers appointing the same may from time to time prescribe. Unless
otherwise set forth in a written agreement between an officer and the
Corporation or otherwise prescribed by the Board of Directors or the officer or
officers appointing the same, officers shall hold their respective office until
the next annual election of officers and until a successor shall have been duly
elected and qualified, or until the death, resignation or removal in the manner
hereinafter provided of any such officer.
Section 3. DUTIES. The respective officers of the Corporation
shall have such authority, responsibilities and duties as may be prescribed
therefor from time to time by resolution of the Board of Directors or by a
written agreement between any such officer and the Corporation or as the officer
or officers appointing the same may prescribe.
Section 4. REMOVAL. Subject to the terms of a written agreement
between an officer and the Corporation, any officer may be removed, either with
or without cause, by the vote of a majority of the Board of Directors if the
Board of Directors in its judgment finds that the best interests of the
Corporation will be served or, except in the case of any officer elected or
appointed by the Board of Directors, by any superior officer.
Section 5. RESIGNATIONS. Subject to the terms of a written
agreement between an officer and the Corporation, any officer 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 time specified therein or, if the time when it shall become effective is not
specified therein, immediately upon receipt; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective. Such resignation shall be without prejudice to the rights, if any, of
the Corporation.
Section 6. VACANCIES. A vacancy in any office because of
death, resignation, removal, disqualification or any other cause
15
shall be filled for the unexpired portion of the term in the manner prescribed
in these Bylaws for regular election or appointment to such office.
Section 7. SALARIES. The salaries of the officers shall be
fixed from time to time by the Board of Directors or a committee thereof and may
be evidenced by a written agreement executed from time to time between the
Corporation and any of such officers. No officer shall be prevented from
receiving such salary by reason of the fact that such officer is also a director
of the Corporation or a member of any committee.
Section 8. ACTION WITH RESPECT TO SECURITIES OF OTHER
CORPORATIONS. Unless otherwise directed by the Board of Directors, the chairman
or the vice chairman of the board, the chief executive officer, the president or
any officer of the Corporation authorized by the chairman of the board, the
chief executive officer or the president shall have power to vote and otherwise
act on behalf of the Corporation, in person or by proxy, at any meeting of
stockholders of or with respect to any action of stockholders of any other
corporation in which the Corporation may hold securities and otherwise to
exercise any and all rights and powers which the Corporation may possess by
reason of its ownership or securities in such other corporation.
Section 9. CHAIRMAN OF THE BOARD. The chairman of the board
shall be an agent of the Corporation and, subject to the direction of the Board
of Directors, shall perform such functions and duties as from time to time may
be assigned to him or her by the Board of Directors. The chairman of the board,
if present, shall preside with the vice chairman of the board, if any, at all
meetings of the stockholders and all meetings of the Board of Directors.
Section 10. VICE CHAIRMAN OF THE BOARD. The vice chairman of
the board shall be an agent of the Corporation and, subject to the direction
of the Board of Directors, shall perform such functions and duties as from
time to time may be assigned to him or her by the Board of Directors. The
vice chairman of the Board, if present, shall preside with the chairman of
the board at all meetings of the stockholders and all meetings of the Board
of Directors.
Section 11. CHIEF EXECUTIVE OFFICER. The chief executive officer
of the Corporation shall, subject to the direction of the Board of Directors,
have general charge of the business, affairs and property of the Corporation and
general supervision over its other officers and agents. In general, the chief
executive officer shall perform all duties incident to such office of a stock
corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. Unless otherwise prescribed by the Board of
Directors, the chief executive officer shall have full power and authority on
behalf of the Corporation to attend, act and vote at any meeting of stockholders
of other corporations in which the Corporation may hold securities. At any such
meeting, the chief
16
executive officer shall possess and may exercise any and all rights and powers
incident to the ownership of such securities which the Corporation possesses and
has the power to exercise. The Board of Directors from time to time may confer
like powers upon any other person or persons.
Section 12. CHIEF OPERATING OFFICER. The chief operating officer
of the Corporation shall, subject to the direction of the Board of Directors and
the chief executive officer, have day-to-day general charge over the operation
of the business, affairs and property of the Corporation and general supervision
over its other officers and agents. In general, the chief operating officer
shall perform all duties incident to the office of chief operating officer of a
stock corporation. In the absence or disability of the chief operating officer,
the chief executive officer shall perform the duties and exercise the powers of
the chief operating officer.
Section 13. PRESIDENT. The president of the Corporation shall
perform such functions and duties as from time to time may be assigned to him or
her by the Board, the Chief Executive Officer or the Chief Operating Officer. In
the absence or disability of the chief operating officer, the president shall
perform the duties and exercise the powers of the chief operating officer.
Section 14. VICE PRESIDENTS. In the absence or disability of the
president, the vice president, if any (or in the event there is more than one,
the vice presidents in the order designated or, in the absence of any
designation, then in the order of their election), shall perform the duties and
exercise the powers of the president. The vice president(s) also generally shall
assist the president, the chief executive officer and the chief operating
officer and shall perform such other duties and have such other powers as from
time to time may be prescribed by the Board of Directors.
Section 15. SECRETARY. The secretary shall attend all meetings
of the Board of Directors and of the stockholders and shall record all votes and
the proceedings of all meetings in a book to be kept for such purposes. The
secretary also shall perform like duties for the committees, if required by any
such committee. The secretary shall give (or cause to be given) notice of all
meetings of stockholders and all special meetings of the Board and shall perform
such other duties as from time to time may be prescribed by the Board of
Directors, the chairman or vice chairman of the board or the president. The
secretary shall have custody of the seal of the Corporation, shall have
authority (as shall any assistant secretary) to affix the same to any
instrument requiring it, and to attest the seal by his or her signature. The
Board of Directors may give general authority to officers other than the
secretary or any assistant secretary to affix the seal of the Corporation and to
attest the affixing thereof by his or her signature.
17
Section 16. ASSISTANT SECRETARY. The assistant secretary, if any
(or in the event there is more than one, the assistant secretaries in the order
designated, or in the absence of any designation, in the order of their
election), in the absence or disability of the secretary, shall perform the
duties and exercise the powers of the secretary. The assistant secretary(ies)
shall perform such other duties and have such other powers as from time to time
may be prescribed by the Board of Directors.
Section 17. TREASURER. The treasurer shall be the chief
financial officer of the Corporation and shall monitor the custody of the
corporate funds, securities, other similar valuable effects, and evidences of
indebtedness, shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and payroll matters and
shall cause to be deposited all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as from time to time
may be designated by the Board of Directors. The treasurer shall cause to be
disbursed the funds of the Corporation in such manner as may be ordered by the
Board of Directors from time to time and shall render to the chairman or vice
chairman of the board, the president and the Board, at regular meetings of the
Board or whenever any of them may so require, an account of all transactions and
of the financial condition of the Corporation.
Section 18. ASSISTANT TREASURER. The assistant treasurer, if any
(or in the event there is more than one, the assistant treasurers in the order
designated, or in the absence of any designation, in the order of their
election), in the absence or disability of the treasurer, shall perform the
duties and exercise the powers of the treasurer. The assistant treasurer(s)
shall perform such other duties and have such other powers as from time to time
may be prescribed by the Board of Directors.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. CONTRACTS. The Board of Directors may authorize any
officer or agent to enter into any contract or to execute and deliver any
instrument in the name of and on behalf of the Corporation and 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.
Section 2. CHECKS AND DRAFTS. 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
18
by such officer or agent of the Corporation 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.
ARTICLE VII
STOCK
Section 1. CERTIFICATES. Each stockholder shall be entitled to
a certificate or certificates which shall represent and certify the number of
shares of each class of stock held by him in the Corporation. Each certificate
shall be signed by the chairman of the board, 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 seal, 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 of stock, each class may have its own number series.
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 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
Corporation, shall have a statement of such restriction, limitation, preference
or redemption provision, or a summary thereof, plainly stated on the
certificate. If the Corporation has authority to issue stock of more than one
class, the certificate shall contain on the face or back a full statement or
summary of the designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends and other
distributions, qualifications and terms and conditions of redemption of each
class of stock and, if the Corporation is authorized to issue any preferred or
special class in series, the differences in the relative rights and preferences
between the shares of each series to the extent they have been set and the
authority of the Board of Directors to set the relative rights and preferences
of subsequent series. In lieu of such statement or summary, the certificate may
state that the Corporation will furnish a full statement of such information to
any stockholder upon request and without charge. If any class of stock is
restricted by the Corporation as to transferability, the certificate shall
contain a full statement of the restriction or state that the Corporation will
furnish information about the restrictions to the stockholder on request and
without charge.
Section 2. TRANSFERS. Upon surrender to the Corporation or
the transfer agent of the Corporation of a stock certificate duly endorsed or
accompanied by proper evidence of
19
succession, assignment or authority to transfer, the Corporation shall issue a
new certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
The Corporation shall be entitled to treat the holder of record
of any share of stock as the holder in fact thereof and, accordingly, shall not
be bound to recognize any equitable or other claim to or interest in such share
or on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of the State of
Maryland.
Notwithstanding the foregoing, transfers of shares of any class
of stock will be subject in all respects to the charter of the Corporation and
all of the terms and conditions contained therein.
Section 3. REPLACEMENT CERTIFICATE. Any officer designated by
the Board of Directors may direct a new certificate to be issued in place of any
certificate previously issued by the Corporation alleged to have been lost,
stolen or destroyed upon the making of an affidavit of that fact by the person
claiming the certificate to be lost, stolen or destroyed. When authorizing the
issuance of a new certificate, an officer designated by the Board of Directors
may, in his discretion and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen or destroyed certificate or the owner's
legal representative to advertise the same in such manner as he shall require
and/or to give bond, with sufficient surety, to the Corporation to indemnify it
against any loss or claim which may arise as a result of the issuance of a new
certificate.
Section 4. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.
The Board of Directors may set, in advance, a record date for the purpose of
determining stockholders entitled to notice of or to vote at any meeting of
stockholders or determining stockholders entitled to receive payment of any
dividend or the allotment of any other rights, or in order to make a
determination of stockholders for any other proper purpose. Such date, in any
case, shall not be prior to the close of business on the day the record date is
fixed and shall be not more than 90 days and, in the case of a meeting of
stockholders, not less than ten days, before the date on which the meeting or
particular action requiring such determination of stockholders of record is to
be held or taken.
In lieu of fixing a record date, the Board of Directors may
provide that the stock transfer books shall be closed for a stated period but
not longer than 20 days. If the stock transfer books are closed for the purpose
of determining stockholders entitled to notice of or to vote at a meeting of
stockholders, such books shall be closed for at least ten days before the date
of such meeting.
If no record date is fixed and the stock transfer books are not
closed for the determination of stockholders, (a) the record
20
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 or the 30th day before the meeting, whichever is
the closer date to the meeting; 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 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 when (i) the
determination has been made through the closing of the transfer books and the
stated period of closing has expired or (ii) the meeting is adjourned to a date
more than 120 days after the record date fixed for the original meeting, in
either of which case a new record date shall be determined as set forth herein.
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 stock ledger containing the name and address of each
stockholder and the number of shares of each class held by such stockholder.
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.
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.
21
ARTICLE IX
DISTRIBUTIONS
Section 1. AUTHORIZATION. Dividends and other distributions
upon the stock of the Corporation may be authorized and declared by the Board of
Directors, subject to the provisions of law and the charter of the Corporation.
Dividends and other distributions 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 or
other distributions, there may be set aside out of any assets of the Corporation
available for dividends or other distributions 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 or other distributions,
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 contain the name of the
Corporation and the year of its incorporation and the words "Incorporated
Maryland." 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 permitted
or required to affix 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.
22
ARTICLE XII
INDEMNIFICATION AND ADVANCE OF EXPENSES; INSURANCE
To the maximum extent permitted by Maryland law in effect from
time to time, the Corporation shall indemnify and, without requiring a
preliminary determination of the ultimate entitlement to indemnification, shall
pay or reimburse reasonable expenses in advance of final disposition of a
proceeding to (a) any individual who is a present or former director or officer
of the Corporation and who is made a party to the proceeding by reason of his
service in that capacity or (b) any individual who, while a director of the
Corporation and at the request of the Corporation, serves or has served another
corporation, partnership, joint venture, trust, employee benefit plan or any
other enterprise as a director, officer, partner or trustee of such corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise and
who is made a party to the proceeding by reason of his service in that capacity.
The Corporation may, with the approval of its Board of Directors, provide such
indemnification and advance for expenses to a person who served a predecessor of
the Corporation in any of the capacities described in (a) or (b) above and to
any employee or agent of the Corporation or a predecessor of the Corporation.
Neither the amendment nor repeal of this Article, nor the
adoption or amendment of any other provision of the Bylaws or charter of the
Corporation inconsistent with this Article, shall apply to or affect in any
respect the applicability of the preceding paragraph with respect to any act or
failure to act which occurred prior to such amendment, repeal or adoption.
The Corporation shall have the power to purchase and maintain
insurance on behalf of any person entitled to indemnification or whom the
Corporation may indemnify under the charter of the Corporation or under Maryland
law against any liability, whether or not the Corporation would have the power
to indemnify him or her against such liability. The rights to indemnification
set forth in the charter or in these Bylaws are in addition to all rights which
any such indemnitee may be entitled as a matter of law and shall inure to the
benefit of the heirs and personal representatives of each such indemnitee.
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
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Neither the business to be transacted
at nor the purpose of any
23
meeting need be set forth in the waiver of notice, unless specifically required
by statute. 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
AMENDMENT OF BYLAWS
The Board of Directors shall have the exclusive power to adopt,
alter or repeal any provision of these Bylaws and to make new Bylaws.
24