BYLAWS OF
BFC FINANCE CORP.
ARTICLE I
OFFICES
The principal office of the Corporation shall be established and maintained
at 1455 Pennsylvania Avenue, N.W., Suite 230, Washington, D.C. 20004. The
Corporation may also have offices at such places within or without the State of
Delaware as the Board of Directors (the "Board") may from time to time
establish.
ARTICLE II
STOCKHOLDERS
1. PLACE OF MEETINGS
Meetings of the stockholders shall be held at the principal office of the
Corporation or at such place within or without the State of Delaware as the
Board shall authorize.
2. ANNUAL MEETING
The annual meeting of stockholders shall be held on the 30th day of March,
at 2:00 p.m. in each year; however, if such day falls on a Sunday or a legal
holiday, then on the next business day following at the same time, the
stockholders shall elect a Board and transact such other business as may
properly come before the meeting.
3. SPECIAL MEETINGS
Special meetings of the stockholders may be called by the Board or by the
president or at the written request of stockholders owning a majority of the
stock entitled to vote at such meeting. A meeting requested by the
stockholders shall be called for a date not less than ten nor more than sixty
days after a request is made. The secretary shall issue the call for the
meeting unless the president, the Board or the stockholders shall designate
another to make said call.
4. NOTICE OF MEETINGS
Written Notice of each meeting of stockholders shall state the purpose of
the meeting and the time and place of the meeting. Notice shall be mailed to
each stockholder having the right and entitled to vote at such meetings, at his
last address as it appears on the records of the
Corporation, not less than ten nor more than sixty days before the date set for
such meeting. Such notice shall be sufficient for the meeting and any
adjournment thereof. If any stockholder shall transfer his stock after notice,
it shall not be necessary to notify the transferee. Any stockholder may waive
notice of any meeting either before, during or after the meeting.
5. RECORD DATE
The Board may fix a record date which shall not be more than sixty days and
not less than ten days prior to the date set for a meeting of stockholders as
the date as of which the stockholders of record who have the right to and are
entitled to notice of and to vote at such meeting and any adjournment thereof
shall be determined. Notice that such date has been fixed may be published in
the city, town or country where the principal office of the Corporation is
located and in each city or town where a transfer agent of the stock of the
Corporation is located.
6. VOTING
Every stockholder shall be entitled at each meeting and upon each proposal
presented at each meeting to one vote for each share of voting stock recorded in
his name on the books of the Corporation on the record date as fixed by the
Board. If no record date was fixed, on the date of the meeting the book of
records of stockholders shall be produced at the meeting upon the request of any
stockholder. Upon demand of any stockholder, the vote for Directors and the
vote upon any question before the meeting shall be by ballot. All elections for
Directors shall be decided by plurality vote; all other questions shall be
decided by majority vote.
7. QUORUM
The presence, in person or by proxy, of stockholders holding a majority of
the stock of the Corporation entitled to vote shall constitute a quorum at all
meetings of the stockholders. In case a quorum shall not be present at any
meeting, a majority in interest of the stockholders entitled to vote thereat
present in person or by proxy shall have power to adjourn the meeting from time
to time, without notice other than announcement at the meeting, until the
requisite amount of stock entitled to vote shall be present. At any such
adjourned meeting at which the requisite amount of stock entitled to vote be
represented, any business may be transacted which might have been transacted at
the meeting as originally noticed; but only those stockholders entitled to vote
at the meeting as originally noticed shall be entitled to vote at any
adjournment or adjournments thereof.
8. PROXIES
At any stockholders' meeting or any adjournment thereof, any stockholder of
record having the right and entitled to vote thereat may be represented and vote
by proxy appointed in a written instrument. No such proxy shall be voted after
three years from the date of the instrument unless the instrument provides for a
longer period. In the event that any such
2
instrument provides for two or more persons to act as proxies, a majority of
such persons present at the meeting, or if only one be present, that one, shall
have all the powers conferred by the instrument upon all persons so designated
unless the instrument shall otherwise provide.
9. STOCKHOLDER LIST
After fixing a record date for a meeting, the Corporation shall prepare an
alphabetical list of the names of all its shareholders who are entitled to
notice of a shareholders' meeting. Such list shall be arranged by voting group
with the names and addresses of, and the number and class and series if any, of
shares held by each. This list shall be available for inspection by any
shareholder for a period of ten days prior to the meeting.
ARTICLE III
DIRECTORS
1. BOARD
The business of the Corporation shall be managed and its corporate powers
exercised by a Board of three Directors each of whom shall be of full age. It
shall not be necessary for Directors to be stockholders.
2. ELECTION AND TERM OF DIRECTORS
Directors shall be elected at the annual meeting of stockholders and each
Director elected shall hold office until his successor has been elected and
qualified, or until the Director's prior resignation or removal.
3. VACANCIES
If the office of any Director, member of a committee or other office
becomes vacant, the remaining Directors in office, by a majority vote, may
appoint any qualified person to fill such vacancy, who shall hold office for the
unexpired term and until a successor shall be duly chosen.
4. REMOVAL OF DIRECTORS
Any or all of the Directors may be removed with or without cause by vote of
a majority of all the stock outstanding and entitled to vote at a special
meeting of stockholders called for that purpose.
5. NEWLY CREATED DIRECTORSHIPS
The number of Directors may be increased by amendment of these Bylaws by
the affirmative vote of a majority of the Directors, though less than a quorum,
or by the affirmative
3
vote of a majority in interest of the stockholders, at the annual meeting or at
a special meeting called for that purpose, and by like vote the additional
Directors may be chosen at such meeting to hold office until the next annual
election and until their successors are elected and qualify.
6. RESIGNATION
A Director may resign at any time by giving written notice to the Board,
the president or the secretary of the Corporation. Unless otherwise specified
in the notice, the resignation shall take effect upon receipt thereof by the
Board or such officer, and the acceptance of the resignation shall not be
necessary to make it effective.
7. QUORUM OF DIRECTORS
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 until a quorum is
obtained and no further notice thereof need be given other than by announcement
at the meeting which shall be so adjourned.
8. PLACE AND TIME OF BOARD MEETINGS
The Board may hold its meetings at the office of the Corporation or at such
other places either within or without the State of Delaware as it may from time
to time determine.
9. REGULAR ANNUAL MEETING
A regular annual meeting of the Board shall be held immediately following
the annual meeting of the stockholders at the place of such annual meeting of
stockholders.
10. NOTICE OF MEETINGS OF THE BOARD
Regular meetings of the Board may be held without notice at such time and
place as it shall from time to time determine. Special meetings of the Board
shall be held upon notice to the Directors and may be called by the president
upon three days' notice to each Director either personally or by mail or by
wire; special meetings shall be called by the president or by the secretary in a
like manner on written request of two Directors. Notice of a meeting need not
be given to any Director who submits a Waiver of Notice whether before or after
the meeting or who attends the meeting without protesting, prior thereto or at
its commencement, the lack of notice to him.
11. EXECUTIVE AND OTHER COMMITTEES
The Board, by resolution, may designate two or more of their number to one
or more committees, which, to the extent provided in said resolution or these
Bylaws, may exercise the powers of the Board in the management of the business
of the Corporation.
4
12. COMPENSATION
No compensation shall be paid to Directors as such for their services,
but by resolution of the Board a fixed sum and expenses for actual attendance
at each regular or special meeting of the Board may be authorized. Nothing
herein contained shall be construed to preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor.
ARTICLE IV
OFFICERS
1. OFFICERS, ELECTION AND TERM
A. The Board may elect or appoint a chairman, a president, one or more
vice-presidents, a secretary, an assistant secretary, a treasurer and an
assistant treasurer and such other officers as it may determine who shall have
duties and powers as hereinafter provided.
B. All officers shall be elected or appointed to hold office until the
meeting of the Board following the next annual meeting of stockholders and until
their successors have been elected or appointed and qualified.
2. REMOVAL, RESIGNATION, SALARY, ETC.
A. Any officer elected or appointed by the Board may be removed by the
Board with or without cause.
B. In the event of the death, resignation or removal of an officer, the
Board in its discretion may elect or appoint a successor to fill the unexpired
term.
C. Any two or more offices may be held by the same person.
D. The salaries of all officers shall be fixed by the Board.
E. The Directors may require any officer to give security for the
faithful performance of his duties.
3. CHAIRMAN
The chairman of the Board, if one be elected, shall preside at all meetings
of the Board and shall have and perform such other duties from time to time as
may be assigned to him or her by the Board or the executive committee.
5
4. PRESIDENT
The president shall be the chief executive officer of the Corporation and
shall have the general powers and duties of supervision and management usually
vested in the office of the president of the Corporation. The president shall
preside at all meetings of the stockholders if present thereat, and in the
absence of non-election of the chairman of the Board, at all meetings of the
Board, and shall have general supervision, direction and control of the business
of the Corporation. Except as the Board shall authorize the execution thereof
in some other manner, the president shall execute bonds, mortgages and other
contracts on behalf of the Corporation and shall cause the seal to be affixed to
any instrument requiring it and when so affixed, the seal shall be attested by
the signature of the secretary or the treasurer or an assistant secretary or an
assistant treasurer.
5. VICE-PRESIDENTS
During the absence of disability of the president, the vice-president, or
if there be more than one, the executive vice-president, shall have all the
powers and functions of the president. Each vice-president shall perform such
other duties as the Board shall prescribe.
6. SECRETARY
The secretary shall attend all meetings of the Board and of the
stockholders, record all votes and minutes of all proceedings in a book to be
kept for that purpose, give or cause to be given notice of all meetings of
stockholders and of meetings and special meetings of the Board, keep in safe
custody the seal of the Corporation and affix it to any instrument when
authorized by the Board or the president, when required, prepare or cause to be
prepared and available at each meeting of stockholders a certified list in
alphabetical order of the names of stockholders entitled to vote thereat,
indicating the number of shares of each respective class held by each, keep all
the documents and records of the Corporation as required by law or otherwise in
a proper and safe manner, and perform such other duties as may be prescribed by
the Board or assigned by the president.
7. ASSISTANT-SECRETARIES
During the absence of disability of the secretary, the assistant-secretary,
or if there are more than one, the one so designated by the secretary or by the
Board, shall have all the powers and functions of the secretary.
8. TREASURER
The treasurer shall have the custody of the corporate funds and securities,
keep full and accurate accounts of receipts and disbursements in the corporate
books, deposit all money and other valuables in the name and to the credit of
the Corporation in such depositories as may be designated by the Board, disburse
the funds of the Corporation as may be ordered or authorized
6
by the Board and preserve proper vouchers for such disbursements, and render to
the president and Board at the regular meetings of the Board, or whenever they
require it, an account of all the transactions made as treasurer and of the
financial condition of the Corporation. The treasurer shall also render a full
financial report at the annual meeting of the stockholders if so requested, be
furnished by all corporate officers and agents if requested with such reports
and statements as may be required as to all financial transactions of the
Corporation, and perform such other duties as are designated by these Bylaws or
as from time to time are assigned by the Board.
9. ASSISTANT-TREASURERS
During the absence or disability of the treasurer, the assistant-treasurer,
or if there be more than one, the one so designated by the treasurer or the
Board, shall have all the powers and functions of the treasurer.
10. SURETIES AND BONDS
In case the Board shall so require, any officer or agent of the Corporation
shall execute to the Corporation a bond in such sum and with such surety or
sureties as the Board may direct, conditioned upon the faithful performance of
duties to the Corporation and including responsibility for negligence and for
the accounting of all property, funds or securities of the Corporation which the
officer or agent may be responsible for.
ARTICLE V
CERTIFICATES FOR SHARES
1. CERTIFICATES
The shares of the Corporation shall be represented by certificates. They
shall be numbered and entered in the books of the Corporation as they are
issued. They shall exhibit the holder's name, the number of shares and shall be
signed by the president and secretary and shall bear the corporate seal. When
such certificates are signed by the transfer agent or an assistant transfer
agent or by a transfer clerk acting on behalf of the Corporation and a
registrar, the signatures of such officers may be facsimiles.
2. LOST OR DESTROYED CERTIFICATES
The Board may direct a new certificate or certificates to be issued in
place of any certificates theretofore issued by the Corporation alleged to have
been lost or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate to be lost or destroyed. When authorizing such
issue of a new certificate or certificates, the Board may, in its discretion as
a condition preceding the issuance thereof, require the owner of such lost or
destroyed certificate or certificates, or the owner's legal representative, to
advertise the same
7
in such manner as it shall require and/or give the Corporation a bond in such
sum and with such surety or sureties as it may direct as indemnity against any
claim that may be made against the Corporation with respect to the certificate
alleged to have been lost or destroyed.
3. TRANSFER OF SHARES
Upon surrender to the Corporation or the transfer agent of the Corporation
of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, and
cancel the old certificate; every such transfer shall be entered on the transfer
book of the Corporation which shall be kept at its principal office. Whenever a
transfer shall be made for collateral security, and not absolutely, it shall be
so expressed in the entry of the transfer ledger. No transfer shall be made
within ten days next preceding the annual meeting of the stockholders.
4. CLOSING TRANSFER BOOKS
The Board shall have the power to close the share transfer books of the
Corporation for a period of not more than ten days during the thirty-day period
immediately preceding (a) any stockholder's meeting, or (b) any date upon which
stockholders shall be called upon to or have a right to take action without a
meeting, or (c) any date fixed for the payment of a dividend or any other form
of distribution, and only those stockholders of record at the time the transfer
books are closed shall be recognized as such for the purpose of (a) receiving
notice of or voting at such meeting or (b) allowing them to take appropriate
action, or (c) entitling them to receive any dividend or other form of
distribution.
ARTICLE VI
DIVIDENDS
The Board may out of funds legally available, at any regular or special
meeting, declare dividends upon the capital stock of the Corporation as and when
it deems expedient. Before declaring any dividend there may be set apart out of
any funds of the Corporation available for dividends such sum or sums as the
Board from time to time in its discretion deems proper for working capital or as
a reserve fund to meet contingencies or for equalizing dividends or for such
other purposes as the Board shall deem conducive to the interest of the
Corporation.
ARTICLE VII
CORPORATE SEAL
The seal of the corporation shall be circular in form and bear the name of
the Corporation, the year of its organization and the words "CORPORATE SEAL,
DELAWARE". The seal may be used by causing it to be impressed directly on the
instrument or writing to be
8
sealed, or upon an adhesive substance affixed thereto. The seal on the
certificates for shares or on any corporate obligation for the payment of money
may be facsimile, engraved or printed.
ARTICLE VIII
EXECUTION OF INSTRUMENTS
All corporate instruments and documents shall be signed or countersigned,
executed, verified or acknowledged by such officer or officers or other person
or persons as the Board may from time to time designate.
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 shall be determined from time to time by resolution of the Board.
ARTICLE IX
FISCAL YEAR
The fiscal year shall begin on the first day of each calendar year.
ARTICLE X
NOTICE AND WAIVER OF NOTICE
Whenever any notice is required by these Bylaws 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 a post office box
in a sealed postage-paid wrapper, addressed to the person entitled thereto at
the last known post office address, 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
Statue.
Whenever any notice whatever is required to be given under the provisions
of any law, or under the provisions of the Certificate of Incorporation of the
Corporation or these Bylaws, a waiver thereof in writing, signed by the person
or persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.
ARTICLE XI
CONSTRUCTION
Whenever a conflict arises between the language of these Bylaws and the
Certificate of Incorporation, the Certificate of Incorporation shall govern.
9
ARTICLE XII
CLOSE CORPORATION
1. CONDUCT OF BUSINESS WITHOUT MEETINGS
Any action of the stockholders, Directors or committee may be taken without
a meeting if consent in writing, setting forth the action so taken, shall be
signed by all persons who would be entitled to vote on such action at a meeting
and filed with the secretary of the Corporation as part of the proceedings of
the stockholders, Directors or committees, as the case may be.
2. MANAGEMENT BY STOCKHOLDERS
In the event the stockholders are named in the Certificate of Incorporation
and are empowered therein to manage the affairs of the Corporation in lieu of
Directors, the stockholders of the Corporation shall be deemed Directors for the
purposes of these Bylaws and wherever the words "Directors" or "Board" appear in
these Bylaws those words shall be taken to mean stockholders.
The stockholders may, by majority vote, create a Board to manage the
business of the Corporation and exercise its corporate powers.
ARTICLE XIII
AMENDMENTS
These Bylaws may be altered or repealed and bylaws may be made at any
annual meeting of the stockholders or at any special meeting thereof if notice
of the proposed alteration or repeal to be made contained in the notice of such
special meeting, by the affirmative vote of a majority of the stock issued and
outstanding and entitled to vote thereat, or by the affirmative vote of a
majority of the Board at any regular meeting of the Board or at any special
meeting of the Board if notice of the proposed alteration or repeal to be made
is contained in the notice of such special meeting.
ARTICLE XIV
EMERGENCY BYLAWS
1. CONDUCT OF BUSINESS WITHOUT MEETINGS
Pursuant to Chapter 1 of Title 8 of Delaware Code, Annotated, the
Corporation adopts the following Bylaws, which shall be effective only if a
quorum of the Directors of the Corporation cannot be readily assembled because
of some catastrophic event.
10
2. CALLING A MEETING
In the event of such catastrophic event, any member of the Board shall be
authorized to call a meeting of the Board. Such member calling an emergency
meeting shall use any means of communication at his disposal to notify all other
members of the Board of such meeting.
3. QUORUM
Any one member of the Board shall constitute a quorum of the Board. The
members of the Board meeting during such an emergency may select any person or
persons as additional Board members, officers or agents of the Corporation.
4. INDEMNIFICATION
The members of such emergency Board are authorized to utilize any means at
their disposal to preserve and protect the assets of the Corporation. Any
action taken in good faith and acted upon in accordance with these Bylaws shall
bind the Corporation; and the Corporation shall hold harmless any Director,
officer, employee or agent who undertakes an action pursuant to these Bylaws.
5. TERMINATION OF EMERGENCY BYLAWS
These emergency Bylaws shall not be effective at the end of the emergency
period.
11