EXHIBIT 3.2
AMENDED AND RESTATED
BY-LAWS
OF
CALAMOS ASSET MANAGEMENT, INC.
ARTICLE I
OFFICES
SECTION 1.01. Registered Office. The registered office of Calamos
Asset Management, Inc. (the "Corporation") in the State of Delaware shall be at
the principal office of The Corporation Trust Company in the City of Wilmington,
County of New Castle, and the registered agent in charge thereof shall be The
Corporation Trust Company.
SECTION 1.02. Other Offices. The Corporation may also have an office
or offices at any other place or places within or without the State of Delaware
as the Board of the Corporation (the "Board") may from time to time determine or
the business of the Corporation may from time to time require.
Article ii
MEETINGS OF STOCKHOLDERS
SECTION 2.01. Annual Meetings. The annual meeting of stockholders of
the Corporation for the election of directors of the Corporation, and for the
transaction of such other business as may properly come before such meeting,
shall be held at such place, date and time as shall be fixed by the Board and
designated in the notice or waiver of notice of such annual meeting.
SECTION 2.02. Special Meetings. Special meetings of stockholders for
any purpose or purposes may be called at any time only by the Chairman of the
Board, by a committee that is duly designated by the Board as set forth in
Section 4 hereof or by the Board pursuant to a resolution duly adopted by a
majority of the then authorized number of directors, to be held at such place,
date and time as shall be designated in the notice or waiver of notice thereof.
Only business within the purposes described in the notice required by Section
2.03 may be conducted at the special meeting. The ability of the stockholders to
call a special meeting of stockholders of the Corporation is specifically
denied.
SECTION 2.03. Notice and Business of Meetings. (a) General. Except
as otherwise provided by law, written notice of each meeting of stockholders
shall be given either by delivering a notice personally or mailing a notice to
each stockholder of record entitled to vote thereat. If mailed, the notice shall
be directed to the stockholder in a postage-prepaid envelope at the
stockholder's address as it appears on the stock books of the Corporation
unless, prior to the time of mailing, the stockholder shall have filed with the
Secretary a written request that notices intended for the stockholder be mailed
to some other address, in which case it shall
be mailed to the address designated in such request. Notice of each meeting of
stockholders shall be in such form as is approved by the Board and shall state
the purpose or purposes for which the meeting is called, the date and time when
and the place where it is to be held, and shall be delivered personally or
mailed not more than sixty (60) days and not less than ten (10) days before the
day of the meeting. Except as otherwise provided by law, the business which may
be transacted at any special meeting of stockholders shall consist of and be
limited to the purpose or purposes so stated in such notice. The Secretary or an
Assistant Secretary or the transfer agent of the Corporation shall, after giving
such notice, make an affidavit stating that notice has been given, which shall
be filed with the minutes of such meeting.
(b) Advance Notice Provisions for Business to be Transacted at
Annual Meeting. (i) No business may be transacted at an annual meeting of
stockholders, other than business that is either (A) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board
(or any duly authorized committee thereof), (B) otherwise properly brought
before the annual meeting by or at the direction of the Board (or any duly
authorized committee thereof) or (C) otherwise properly brought before the
annual meeting by any stockholder of the Corporation who (1) is a stockholder of
record on both (x) the date of the giving of the notice provided for in this
Section 2.03 and (y) the record date for the determination of stockholders
entitled to vote at such annual meeting and (2) complies with the notice
procedures set forth in this Section 2.03(b).
(ii) In addition to any other applicable requirements, for business
to be properly brought before an annual meeting by a stockholder, such
stockholder must have given timely notice thereof in proper written form to the
Secretary of the Corporation.
(A) 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.
(B) To be in proper written form, a stockholder's notice to the
Secretary must set forth as to each matter such stockholder proposes to
bring before the annual meeting (1) a brief description of the business
desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (2) the name and record
address of such stockholder, (3) the class or series and number of shares
of capital stock of the Corporation which are beneficially owned or owned
of record by such stockholder, (4) a description of all arrangements or
understandings between such stockholder and any other person or persons
(including their names) in connection with the proposal of such business
by such stockholder and any material interest of such stockholder in such
business and (5) a representation that such stockholder intends to appear
in person or by proxy at the annual meeting to bring such business before
the meeting. As used in these by-laws, "beneficially owned" means all
shares which such person is deemed to beneficially own pursuant to Rules
13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
(iii) No business shall be conducted at the annual meeting of
stockholders except business brought before the annual meeting in accordance
with the procedures set forth in
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this Section 2.03, provided, however, that, once business has been properly
brought before the annual meeting in accordance with such procedures, nothing in
this Section 2.03 shall be deemed to preclude discussion by any stockholder of
any such business. If the chairman of an annual meeting determines that business
was not properly brought before the annual meeting in accordance with the
foregoing procedures, the chairman shall declare to the meeting that the
business was not properly brought before the meeting and such business shall not
be transacted.
(c) Advance Notice Provisions for Election of Directors. (i) In
addition to any other applicable requirements, for a nomination for election of
a director to be made by a stockholder of the Corporation, such stockholder must
(A) be a stockholder of record on both (1) the date of the giving of the notice
provided for in this Section 2.03 and (2) the record date for the determination
of stockholders entitled to vote at such annual meeting and (B) have given
timely notice thereof in proper written form to the Secretary of the
Corporation. If a stockholder is entitled to vote only for a specific class or
category of directors at a meeting of the stockholders, such stockholder's right
to nominate one or more persons for election as a director at the meeting shall
be limited to such class or category of directors.
(ii) To be timely in connection with the annual meeting of the
stockholders, 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. In the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more directors to the Board, any
stockholder entitled to vote for the election of such director(s) at such
meeting and satisfying the requirements specified in Section 2.03(c)(i) may
nominate a person or persons (as the case may be) for election to such
position(s) as are specified in the Corporation's notice of such meeting, but
only if the stockholder notice required by Section 2.03(c)(iii) hereof shall be
delivered to the Secretary at the principal executive office of the Corporation
not later than the close of business on the tenth (10th) day following the first
day on which the date of the special meeting and either the names of all
nominees proposed by the Board to be elected at such meeting or the number of
directors to be elected shall have been publicly announced.
(iii) To be in proper written form, a stockholder's notice to the
Secretary must set forth (A) as to each person whom the stockholder proposes to
nominate for election as a director (1) the name, age, business address and
residence address of the person, (2) the principal occupation or employment of
the person, (3) the class or series and number of shares of capital stock of the
Corporation, if any, which are beneficially owned or owned of record by the
person and (4) any other information relating to the person that would be
required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder; and (B) as to the stockholder giving notice (1) the name
and record address of such stockholder, (2) the class or series and number of
shares of capital stock of the Corporation which are beneficially owned or owned
of record by such stockholder, (3) a description of all arrangements or
understandings between such stockholder and each proposed nominee and any other
person or persons (including their names) pursuant to which the nomination(s)
are to be made by such stockholder, (4) a representation that such stockholder
intends to appear in person or by proxy at the annual meeting to nominate the
person(s) named in its notice and (5) any other information relating to such
stockholder that would be required to be
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disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant to
Section 14 of the Exchange Act and the rules and regulations promulgated
thereunder. Such notice must be accompanied by a written consent of each
proposed nominee to being named as a nominee and to serve as a director if
elected.
(iv) No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section 2.03(c). If the chairman of an annual meeting determines that a
nomination was not made in accordance with the foregoing procedures, the
chairman shall declare to the meeting that the nomination was defective and such
defective nomination shall be disregarded.
(v) This Section 2.03(c) shall not apply to any nomination of a
director in an election in which only the holders of one or more series of
preferred stock of the Corporation ("Preferred Stock") issued pursuant to
Article IV of the Amended and Restated Certificate of Incorporation of the
Corporation (the "Certificate of Incorporation") are entitled to vote (unless
otherwise provided in the terms of such series of Preferred Stock).
(d) Adjournment. In no event shall the adjournment of an annual or
special meeting of the stockholders, or any announcement thereof, commence a new
period for the giving of notice under this Section 2.03.
SECTION 2.04. Waiver of Notice. Notice of any annual or special
meeting of stockholders need not be given to any stockholder who files a written
waiver of notice with the Secretary, signed by the person entitled to notice,
whether before or after such meeting. Neither the business to be transacted at,
nor the purpose of, any meeting of stockholders need be specified in any written
waiver of notice thereof. Attendance of a stockholder at a meeting, in person or
by proxy, shall constitute a waiver of notice of such meeting, except when such
stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business on the grounds that
the notice of such meeting was inadequate or improperly given.
SECTION 2.05. Adjournments. Whenever a meeting of stockholders,
annual or special, is adjourned to another date, time or place, notice need not
be given of the adjourned meeting if the date, time and place thereof are
announced at the meeting at which the adjournment is taken. If the adjournment
is for more than 30 days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder entitled to vote thereat. At the adjourned meeting, any
business may be transacted which might have been transacted at the original
meeting.
SECTION 2.06. Quorum. Except as otherwise provided by law or the
Certificate of Incorporation, the record holders of a majority of the shares
entitled to vote thereat, present in person or by proxy, shall constitute a
quorum for the transaction of business at all meetings of stockholders, whether
annual or special. In the absence of a quorum, any meeting of stockholders may
be adjourned, from time to time, either by the chairman of the meeting or by
vote of the holders of a majority of the shares represented thereat, but no
other business shall be transacted at such meeting. The stockholders present at
a duly called or convened meeting, at
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which a quorum is present, may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum. Except as otherwise provided by law, the Certificate of Incorporation or
these By-laws, all action taken by the holders of a majority of the vote cast,
excluding abstentions, at any meeting at which a quorum is present shall be
valid and binding upon the Corporation; provided, however, that directors shall
be elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
directors. Where a separate vote by a class or classes or series is required,
except where otherwise provided by the statute or by the Certificate of
Incorporation or these By-laws, a majority of the outstanding shares of such
class or classes or series, present in person or represented by proxy, shall
constitute a quorum entitled to take action with respect to that vote on that
matter and, except where otherwise provided by the statute or by the Certificate
of Incorporation or these By-laws, the affirmative vote of the majority
(plurality, in the case of the election of directors) of the votes cast,
including abstentions, by the holders of shares of such class or classes or
series shall be the act of such class or classes or series.
SECTION 2.07. Proxies and Voting. Except as otherwise provided in a
resolution of the Board adopted pursuant to the Certificate of Incorporation and
these By-laws establishing a series of Preferred Stock, at each meeting of
stockholders, each holder of shares of the Corporation's Class A Common Stock,
par value $0.01 per share ("Class A Common Stock"), shall be entitled to one (1)
vote for each such share, and each holder of the Corporation's Class B Common
Stock, par value $0.01 per share ("Class B Common Stock", and together with the
Class A Common Stock, the "Common Stock"), shall be entitled to the respective
number of votes as set forth in the Certificate of Incorporation, in each case
determined with reference to the number of shares of Common Stock and Membership
Units (as such term is defined in the Certificate of Incorporation) in Calamos
Holdings LLC, a Delaware limited liability company, standing in such holder's
name on the stock records of the Corporation maintained in accordance with
Section 7.02 hereof (i) at the time fixed pursuant to Section 7.07 of these
By-laws as the record date for the determination of stockholders entitled to
vote at such meeting, or (ii) if no such record date shall have been fixed, then
at the close of business on the day next preceding the day on which notice
thereof shall be given. At each meeting of stockholders, all matters (except as
otherwise provided in these By-laws and except in cases where a larger vote is
required by law or by the Certificate of Incorporation or these By-laws) shall
be decided by a majority of the votes cast at such meeting by the holders of
shares of capital stock present or represented by proxy and entitled to vote
thereon, a quorum being present. At any meeting of the stockholders, every
stockholder entitled to vote may vote in person or by proxy authorized by an
instrument in writing or by a transmission permitted by law filed in accordance
with the procedure established for the meeting. Any copy, facsimile
telecommunication or other reliable reproduction of the writing or transmission
created pursuant to this Section 2.07 may be substituted or used in lieu of the
original writing or transmission for any and all purposes for which the original
writing or transmission could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission. All voting, including on the election
of directors but excepting where otherwise required by law, may be by a voice
vote; provided, however, that upon demand therefore by a stockholder entitled to
vote or by such stockholder's proxy, a stock vote shall be taken. Every stock
vote shall be taken by ballots, each of which shall state the name of the
stockholder or proxy voting and such other information as may be required under
the procedure established for the meeting.
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SECTION 2.08. Action Without Meeting. For so long as shares of Class
B Common Stock are issued and outstanding, any action required to be taken at
any annual or special meeting of the stockholders of the Corporation, or any
action which may be taken at any annual or special meeting of such stockholders,
may be taken without a meeting, without prior notice and without a vote, if a
consent in writing (or deemed to be in writing under applicable law), setting
forth the action so taken, shall be signed by stockholders (or deemed to be
signed by stockholders under applicable law) representing not less than the
minimum number of votes that would be necessary to authorize or take such
actions at a meeting at which all shares entitled to vote thereon were present
and voted and shall be delivered and dated as required by law. Prompt notice of
the taking of such action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.
The Secretary shall file such consents with the minutes of the meetings of the
stockholders. Immediately following such time, if any, as when there cease to be
shares of Class B Common Stock issued and outstanding, (i) no action may be
taken by the stockholders except at an annual or special meeting of stockholders
called in accordance with these By-laws, and (ii) no action may be taken by the
stockholders by written consent without a meeting.
SECTION 2.09. Organization. (a) At every meeting of stockholders,
the Chairman of the Board, or, if a Chairman has not been appointed or is
absent, the Chief Executive Officer, or, if the Chief Executive Officer is
absent, a chairman of the meeting chosen by a majority in interest of the
stockholders entitled to vote, present in person or by proxy, shall act as
chairman. The Secretary, or, in his or her absence, an Assistant Secretary
directed to do so by the Chief Executive Officer, shall act as secretary of the
meeting.
(b) The Board shall be entitled to make such rules or regulations
for the conduct of meetings of stockholders as it shall deem necessary,
appropriate or convenient. Subject to such rules and regulations of the Board,
if any, the chairman of the meeting shall have the right and authority to
prescribe such rules, regulations and procedures and to do all such acts as, in
the judgment of such chairman, are necessary, appropriate or convenient for the
proper conduct of the meeting, including, without limitation, establishing an
agenda or order of business for the meeting, rules and procedures for
maintaining order at the meeting and the safety of those present, limitations on
participation in such meeting to stockholders of record of the Corporation and
their duly authorized and constituted proxies and such other persons as the
chairman shall permit, restrictions on entry to the meeting after the time fixed
for the commencement thereof, limitations on the time allotted to questions or
comments by participants and regulation of the opening and closing of the polls
for balloting on matters which are to be voted on by ballot. Unless and to the
extent determined by the Board or the chairman of the meeting, meetings of
stockholders shall not be required to be held in accordance with rules of
parliamentary procedure.
ARTICLE III
BOARD OF DIRECTORS
SECTION 3.01. Powers. (a) The business and affairs of the
Corporation shall be managed by the Board, which may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by law, the
Certificate of Incorporation or these By-laws
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directed or required to be exercised or done by stockholders. The Board may,
subject to the approval procedures of this Sections 3.01 and except as otherwise
required by law, exercise all such powers and do all such acts and things as may
be exercised or done by the Corporation, including, without limiting the
generality of the foregoing, the unqualified power:
(i) to declare dividends from time to time in accordance with law;
(ii) to purchase or otherwise acquire any property, rights or
privileges on such terms as it shall determine;
(iii) to authorize the creation, making and issuance, in such form
as it may determine, of written obligations of every kind, negotiable or
non-negotiable, secured or unsecured, and to do all things necessary in
connection therewith;
(iv) to remove any officer of the Corporation with or without cause,
and from time to time to devolve the powers and duties of any officer upon any
other person for the time being;
(v) to adopt from time to time such stock, option, stock purchase,
bonus or other compensation plans for directors, officers, employees and agents
of the Corporation and its subsidiaries as it may determine;
(vi) to adopt from time to time such insurance, retirement and other
benefit plans for directors, officers, employees and agents of the Corporation
and its subsidiaries as it may determine; and
(vii) to adopt from time to time regulations, not inconsistent with
these By-laws, for the management of the Corporation's business and affairs.
(b) Without limiting the powers of the Board set forth in Section
3.01(a), the Corporation shall not, and shall not permit any Subsidiary (as
defined in Section 3.01(e) below) to, and no officer, employee or agent of the
Corporation or any Subsidiary shall, take any of the following actions without
the prior approval of the Board:
(i) any merger, consolidation, dissolution or liquidation of the
Corporation or any Subsidiary or any transaction having the same effect;
(ii) except pursuant to the conversion or exchange rights set forth
in the Certificate of Incorporation, the Limited Liability Company Agreement of
Calamos Holdings LLC, as amended (the "LLC Agreement") or similar constitutive
documents of any other Subsidiary and issuances pursuant to the Calamos Asset
Management, Inc. Incentive Compensation Plan, (A) the authorization of any
equity security of the Corporation or any Membership Unit (as defined in the
Certificate of Incorporation) or other equity interest in any Subsidiary
(including, without limitation, in each case, any security convertible or
exchangeable for such an equity security or interest), (B) the issuance,
cancellation, alteration, modification, redemption or any change in, of, or to,
any equity security of the Corporation (other than any Class B Common Stock) or
any Membership Unit (as defined in the Certificate of Incorporation) or other
equity interest in any Subsidiary (including, without limitation, in each case,
any
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security convertible or exchangeable for such an equity security or interest),
or (C) the authorization, issuance, cancellation, alteration, modification,
redemption or any change in, of, or to, any right, option, put, call or warrant
with respect to the equity securities or other equity interest referred to in
clause (B);
(iii) the transfer or other disposition (other than inventory or
obsolete assets of the Corporation or any Subsidiary) of, or placing any
encumbrance (other than encumbrances arising by operation of law) on, any
material asset of the Corporation or any Subsidiary, except Permitted
Encumbrances (as defined in the LLC Agreement);
(iv) the acquisition of any interest in, or the making of any loan
or extension of credit to, another person or entity by the Corporation or any
Subsidiary for or in an amount in excess of $10,000,000; any capital expenditure
(or series of related capital expenditures) by the Corporation or any Subsidiary
in excess of $10,000,000; or any debt, loan or borrowing of the Corporation or
any Subsidiary (other than borrowings under revolving credit facilities approved
by the Board) exceeding $10,000,000 outstanding in the aggregate at any time, or
any revolving credit facility of the Corporation or any Subsidiary permitting
aggregate borrowings at any one time outstanding to exceed $10,000,000;
(v) the adoption and approval of any business plan for the
Corporation or any Subsidiary; and
(vi) the adoption of any incentive or other employee benefit plan by
the Corporation or any Subsidiary or any material amendment to any such existing
plan.
(c) Notwithstanding anything to the contrary contained in Articles
III and IV hereof, the following actions shall require the approval of the Class
B Directors (as defined in the Certificate of Incorporation):
(i) any merger, consolidation, dissolution or liquidation of the
Corporation or any Subsidiary or any transaction having the same effect; and
(ii) except pursuant to the conversion or exchange rights set forth
in the Certificate of Incorporation, the LLC Agreement or similar constitutive
documents of any Subsidiary and issuances pursuant to the Calamos Asset
Management, Inc. Incentive Compensation Plan, (A) the authorization of any
equity security of the Corporation or any Membership Unit (as defined in the
Certificate of Incorporation) or other equity interest in any Subsidiary
(including, without limitation, in each case, any security convertible or
exchangeable for such an equity security or interest), (B) the issuance,
cancellation, alteration, modification, redemption or any change in, of, or to,
any equity security of the Corporation (other than any Class B Common Stock) or
any Membership Unit (as defined in the Certificate of Incorporation) or other
equity interest in any Subsidiary (including, without limitation, in each case,
any security convertible or exchangeable for such an equity security or
interest), or (C) the authorization, issuance, cancellation, alteration,
modification, redemption or any change in, of, or to, any right, option, put,
call or warrant with respect to the equity securities or other equity interest
referred to in clause (B).
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(d) Notwithstanding anything to the contrary contained in Articles
III and IV hereof, the following actions shall require the approval of the Class
B Directors (as defined in the Certificate of Incorporation) and a majority of
the independent members of the Board:
(i) any amendment, change or other modification or restatement to
the Certificate of Incorporation of the Corporation, the By-laws of the
Corporation, the Limited Liability Company Agreement of Calamos Holdings LLC, as
amended, or similar constitutive document of any Subsidiary of the Corporation
or Calamos Holdings LLC (other than any amendment required to effect a merger,
consolidation or any transaction having the same effect approved in accordance
with the terms herein);
(ii) the conduct by the Corporation or any Subsidiary of any
business other than the investment advisory or investment management business
and any ancillary or related business or the establishment of a new entity to
conduct any such business; and
(iii) the authorization, issuance, cancellation, alteration,
modification, redemption or any change in, of, or to, any Class B Common Stock
or any right, option, put, call or warrant with respect to any Class B Common
Stock.
(e) For the purposes of this Section 3.01, "Subsidiary" shall mean
Calamos Holdings LLC, the Delaware limited liability company in which the
Corporation is the sole Manager, or any successor entity thereto, and any other
corporation, limited liability company, partnership or other entity in which the
Corporation or Calamos Holdings LLC (or any successor entity thereto), directly
or indirectly, has a controlling equity interest.
SECTION 3.02. Nominations. Nominations for the election of directors
may be made by the Board or a committee appointed by the Board, or by any
stockholder entitled to vote generally in the election of directors who complies
with the notice procedures set forth in Section 2.03(c). Directors shall be at
least 21 years of age. Directors need not be stockholders. At each meeting of
stockholders for the election of directors at which a quorum is present, the
persons receiving a plurality of the votes cast shall be elected directors. All
nominations by stockholders shall be made pursuant to timely notice in proper
written form to the Secretary of the Corporation.
SECTION 3.03. Number. The Board shall consist of not less than three
(3) nor more than nine (9) persons and shall at all times consist of an odd
number of directors. The initial number of directors shall be three (3),
including two (2) Class B directors (the "Class B Directors"). In the event the
number of directors is increased by more than two (2) directorships, the Class B
Directors (or in the absence of a sole remaining Class B Director, such
determination shall be made by a majority vote of the holders of Class B Common
Stock, voting separately as a class) shall have the right, but not the
obligation, to appoint one additional Class B Director for each newly created
directorship (other than a directorship for a Class B Director).
SECTION 3.04. Vacancies; Newly Created Directorships. Any vacancies
on the Board resulting from death, resignation, disqualification, removal or
other cause, and any newly created directorships resulting from an increase in
the number of directors, shall be filled in the manner provided in the
Certificate of Incorporation.
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SECTION 3.05. Resignation. Any director may resign at any time by
delivering his written resignation to the Secretary, such resignation to specify
whether it will be effective at a particular time, upon receipt by the Secretary
or at the pleasure of the Board. If no such specification is made, it shall be
deemed effective at the pleasure of the Board.
SECTION 3.06. Meetings. (a) Annual Meetings. The annual meeting of
the Board shall be held immediately before or after the annual meeting of
stockholders and may be at the place where such meeting is held. No notice of an
annual meeting of the Board shall be necessary and such meeting shall be held
for the purpose of electing officers and transacting such other business as may
lawfully come before it.
(b) Regular Meetings. Except as hereinafter otherwise provided,
regular meetings of the Board shall be held in the office of the Corporation
required to be maintained pursuant to Section 1.02 hereof. Unless otherwise
restricted by the Certificate of Incorporation, regular meetings of the Board
may also be held at any place within or without the State of Delaware which has
been designated by resolution of the Board or the written consent of all
directors. Regular meetings of the Board shall be held not less frequently than
quarterly.
(c) Special Meetings. Unless otherwise restricted by the Certificate
of Incorporation, special meetings of the Board may be held at any time and
place within or without the State of Delaware whenever called by the Chairman of
the Board or a majority of the then authorized number of directors.
(d) Telephone Meetings. Any member of the Board, or of any committee
thereof, may participate in a meeting by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting by such means
shall constitute presence in person at such meeting.
(e) Notice of Meetings. Notice of the time and place of all special
meetings of the Board shall be orally or in writing, by telephone, facsimile,
electronic mail, telegraph or telex, during normal business hours, at least
twenty-four (24) hours before the date and time of the meeting, or sent in
writing to each director by first class mail, charges prepaid, at least three
(3) days before the date of the meeting. Notice of any meeting may be waived in
writing at any time before or after the meeting and will be waived by any
director by attendance thereat, except when the director attends the meeting for
the express purpose of objecting at the beginning of the meetings to the
transaction of any business because the meeting is not lawfully called or
convened.
(f) Waiver of Notice. The transaction of all business at any meeting
of the Board, or any committee thereof, however called or 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 shall sign a written waiver of notice. All
such waivers shall be filed with the corporate records or made a part of the
minutes of the meeting.
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(g) Quorum and Manner of Acting. A majority of the total number of
directors then in office shall be present in person at any meeting of the Board
in order to constitute a quorum for the transaction of business at such meeting,
and the vote of a majority of those directors present at any such meeting at
which a quorum is present shall be necessary for the passage of any resolution
or act of the Board, except as otherwise expressly required by law, the
Certificate of Incorporation or these By-laws. In the absence of a quorum for
any such meeting, a majority of the directors present thereat may adjourn such
meeting from time to time until a quorum shall be present.
(h) Organization. At each meeting of the Board, one of the following
shall act as chairman of the meeting and preside, in the following order of
precedence:
(i) the Chairman;
(ii) the Chief Executive Officer;
(iii) any director chosen by a majority of the directors present.
The Secretary or, in the case of his absence, any person (who shall be an
Assistant Secretary, if an Assistant Secretary is present) whom the chairman of
the meeting shall appoint shall act as secretary of such meeting and keep the
minutes thereof.
SECTION 3.07. Directors' Consent in Lieu of Meeting. Any action
required or permitted to be taken at any meeting of the Board or of any
committee thereof may be taken without a meeting, without prior notice and
without a vote, if a consent in writing or by electronic transmission, setting
forth the action so taken, shall be signed by all the members of the Board or
such committee and such consent or electronic transmission or transmissions is
filed with the minutes of the proceedings of the Board or such committee. Such
filing shall be in paper form if the minutes are maintained in paper form and
shall be in electronic form if the minutes are maintained in electronic form.
SECTION 3.08. Compensation. Unless otherwise restricted by the
Certificate of Incorporation, the Board may determine the compensation of
directors. In addition, as determined by the Board, directors may be reimbursed
by the Corporation for their expenses, if any, in the performance of their
duties as directors. No such compensation or reimbursement shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.
ARTICLE IV
COMMITTEES OF THE BOARD
SECTION 4.01. Appointment and Powers of Audit Committee. The Board
shall establish an Audit Committee of the Board, which shall consist of such
number of members as the Board shall determine. The Audit Committee shall
oversee: (i) the quality and integrity of the Corporation's financial
statements; (ii) the quality and integrity of the Corporation's financial
reporting processes; (iii) the quality and integrity of the Corporation's
systems of internal controls; (iv) the Corporation's compliance with legal and
regulatory requirements; (v) the
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independent auditor's qualifications and independence; and (vi) the performance
of the Corporation's internal audit function and independent auditor. The Audit
Committee may determine its manner of acting and fix the time and place of its
meetings, unless the Board shall otherwise provide. A majority of the members of
the Audit Committee shall constitute a quorum for the transaction of business by
the committee and the act of a majority of the members of the committee present
at a meeting at which a quorum shall be present shall be the act of the
committee.
SECTION 4.02. Appointment and Powers of Nominating and Corporate
Governance Committee. The Board shall establish a Nominating and Corporate
Governance Committee for purposes of selecting nominees to be recommended by the
Board for election as directors. The Nominating and Corporate Governance
Committee shall also recommend to the Board the directors to serve on each of
the committees established by the Board. The Nominating and Corporate Governance
Committee may determine its manner of acting and fix the time and place of its
meetings, unless the Board shall otherwise provide. A majority of the members of
the Nominating and Corporate Governance Committee shall constitute a quorum for
the transaction of business by the committee and the act of a majority of the
members of the committee present at a meeting at which a quorum shall be present
shall be the act of the committee.
SECTION 4.03. Appointment and Powers of Compensation Committee. The
Board shall establish a Compensation Committee for purposes of developing and
overseeing the implementation of the Corporation's philosophy with respect to
the compensation of the Corporation's officers and directors. The Compensation
Committee may determine its manner of acting and fix the time and place of its
meetings, unless the Board shall otherwise provide. A majority of the members of
the Compensation Committee shall constitute a quorum for the transaction of
business by the committee and the act of a majority of the members of the
committee present at a meeting at which a quorum shall be present shall be the
act of the committee.
SECTION 4.04. Other Committees. The Board may, by resolution adopted
by the affirmative vote of a majority of the authorized number of directors,
designate members of the Board to constitute such other committees of the Board
as the Board may determine. Such committees shall in each case consist of such
number of directors as the Board may determine, and shall have and may exercise,
to the extent permitted by law, such powers as the Board may delegate to them in
the respective resolutions appointing them. Each such committee may determine
its manner of acting and fix the time and place of its meetings, unless the
Board shall otherwise provide. A majority of the members of any such committee
shall constitute a quorum for the transaction of business by the committee and
the act of a majority of the members of such committee present at a meeting at
which a quorum shall be present shall be the act of the committee.
SECTION 4.05. Action by Consent; Participation by Telephone or
Similar Equipment. Unless the Board shall otherwise provide, any action required
or permitted to be taken by any committee may be taken without a meeting if all
members of the committee consent in writing to the adoption of a resolution
authorizing the action. The resolution and the written consents thereto by the
members of the committee shall be filed with the minutes of the
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proceedings of the committee. Unless the Board shall otherwise provide, any one
or more members of any such committee may participate in any meeting of the
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other.
Participation by such means shall constitute presence in person at a meeting of
the committee.
SECTION 4.06. Resignations; Removals. Any member of any committee
may resign at any time by giving notice to the Corporation; provided, however,
that notice to the Board, the Chairman of the Board, the Chief Executive Officer
of the Corporation, the chairman of such committee or the Secretary of the
Corporation shall be deemed to constitute notice to the Corporation. Such
resignation shall take effect upon receipt of such notice or at any later time
specified therein; and, unless otherwise specified therein, acceptance of such
resignation shall not be necessary to make it effective. Any member of any such
committee may be removed at any time, either with or without cause, by the
affirmative vote of a majority of the authorized number of directors at any
meeting of the Board called for that purpose. Any vacancies on any committee of
the Board shall be filled in the manner set forth above in respect of the
appointment of such committee.
ARTICLE V
OFFICERS
SECTION 5.01. Officers. The officers of the Corporation shall be the
Chairman, the Chief Executive Officer, one or more Vice Presidents, the
Secretary and a Treasurer and may include one or more Vice Presidents and one or
more Assistant Secretaries and one or more Assistant Treasurers. Any two or more
offices may be held by the same person.
SECTION 5.02. Authority and Duties. All officers shall have such
authority and perform such duties in the management of the Corporation as may be
provided in these By-laws or, to the extent not so provided, by resolution of
the Board.
SECTION 5.03. Term of Office, Resignation and Removal. (a) The
officers of the Corporation shall, on an annual basis, be appointed by the
Board, except for the Chairman and the Chief Executive Officer who will be
appointed by the Class B Directors (as defined in the Certificate of
Incorporation), subject to the approval of a majority of the other members of
the Board. The Board may require any officer to give security for the faithful
performance of his duties.
(b) Any officer may resign at any time by giving written notice to
the Board, the Chairman, the Chief Executive Officer or the Secretary. Such
resignation shall take effect at the time specified in such notice or, if the
time be not specified, upon receipt thereof by the Board, the Chairman, the
Chief Executive Officer or the Secretary, as the case may be. Unless otherwise
specified therein, acceptance of such resignation shall not be necessary to make
it effective.
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(c) All officers and agents shall be subject to removal, with or
without cause, at any time by the Board or by the action of the record holders
of a majority of the shares entitled to vote thereon.
SECTION 5.04. Vacancies. Any vacancy occurring in any office of the
Corporation, for any reason, shall be filled by action of the Board. Unless
earlier removed pursuant to Section 5.03 hereof, any officer appointed by the
Board to fill any such vacancy shall serve only until such time as the unexpired
term of his predecessor expires unless reappointed by the Board.
SECTION 5.05. The Chairman. The Chairman shall have the power to
call special meetings of stockholders, to call special meetings of the Board
and, if present, to preside at all meetings of stockholders and all meetings of
the Board. The Chairman shall perform all duties incident to the office of
Chairman of the Board and all such other duties as may from time to time be
assigned to him by the Board or these By-laws.
SECTION 5.06. The Chief Executive Officer. The Chief Executive
Officer shall be the chief executive officer of the Corporation and shall have
general and active management and control of the business and affairs of the
Corporation, subject to the control of the Board, and shall see that all orders
and resolutions of the Board are carried into effect. The Chief Executive
Officer shall perform all duties incident to the office of Chief Executive
Officer and all such other duties as may from time to time be assigned to him by
the Board or these By-laws.
SECTION 5.07. Vice Presidents. Vice Presidents, if any, in order of
their seniority or in any other order determined by the Board, shall generally
assist the Chief Executive Officer and perform such other duties as the Board or
the Chief Executive Officer shall prescribe, and in the absence or disability of
the Chief Executive Officer, shall perform the duties and exercise the powers of
the Chief Executive Officer.
SECTION 5.08. The Secretary. The Secretary shall, to the extent
practicable, attend all meetings of the Board and all meetings of stockholders
and shall record all votes and the minutes of all proceedings in a book to be
kept for that purpose, and shall perform the same duties for any committee of
the Board when so requested by such committee. He shall give or cause to be
given notice of all meetings of stockholders and of the Board, shall perform
such other duties as may be prescribed by the Board, the Chairman or the Chief
Executive Officer and shall act under the supervision of the Chairman. He shall
keep in safe custody the seal of the Corporation and affix the same to any
instrument that requires that the seal be affixed to it and which shall have
been duly authorized for signature in the name of the Corporation and, when so
affixed, the seal shall be attested by his signature or by the signature of the
Treasurer of the Corporation (the "Treasurer") or an Assistant Secretary or
Assistant Treasurer of the Corporation. He shall keep in safe custody the
certificate books and stockholder records and such other books and records of
the Corporation as the Board, the Chairman or the Chief Executive Officer may
direct and shall perform all other duties incident to the office of Secretary
and such other duties as from time to time may be assigned to him by the Board,
the Chairman or the Chief Executive Officer.
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SECTION 5.09. Assistant Secretaries. Assistant Secretaries of the
Corporation ("Assistant Secretaries"), if any, in order of their seniority or in
any other order determined by the Board, shall generally assist the Secretary
and perform such other duties as the Board or the Secretary shall prescribe,
and, in the absence or disability of the Secretary, shall perform the duties and
exercise the powers of the Secretary.
SECTION 5.10. The Treasurer. The Treasurer shall have the care and
custody of all the funds of the Corporation and shall deposit such funds in such
banks or other depositories as the Board, or any officer or officers, or any
officer and agent jointly, duly authorized by the Board, shall, from time to
time, direct or approve. He shall disburse the funds of the Corporation under
the direction of the Board and the Chief Executive Officer. He shall keep a full
and accurate account of all moneys received and paid on account of the
Corporation and shall render a statement of his accounts whenever the Board, the
Chairman or the Chief Executive Officer shall so request. He shall perform all
other necessary actions and duties in connection with the administration of the
financial affairs of the Corporation and shall generally perform all the duties
usually appertaining to the office of treasurer of a corporation. When required
by the Board, he shall give bonds for the faithful discharge of his duties in
such sums and with such sureties as the Board shall approve.
SECTION 5.11. Assistant Treasurers. Assistant Treasurers of the
Corporation ("Assistant Treasurers"), if any, in order of their seniority or in
any other order determined by the Board, shall generally assist the Treasurer
and perform such other duties as the Board or the Treasurer shall prescribe,
and, in the absence or disability of the Treasurer, shall perform the duties and
exercise the powers of the Treasurer.
ARTICLE VI
CHECKS, DRAFTS, NOTES, AND PROXIES
SECTION 6.01. Checks, Drafts and Notes. All checks, drafts and other
orders for the payment of money, notes and 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.
SECTION 6.02. Execution of Proxies. The Chairman or the Chief
Executive Officer, or, in the absence or disability of both of them, any Vice
President, may authorize, from time to time, the execution and issuance of
proxies to vote shares of stock or other securities of other corporations held
of record by the Corporation and the execution of consents to action taken or to
be taken by any such corporation. All such proxies and consents, unless
otherwise authorized by the Board, shall be signed in the name of the
Corporation by the Chairman, the Chief Executive Officer or any Vice President.
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ARTICLE VII
SHARES AND TRANSFERS OF SHARES
SECTION 7.01. Certificates Evidencing Shares. Shares shall be
evidenced by certificates in such form or forms as shall be approved by the
Board; provided that the Board may provide by resolution or resolutions that
some or all of any class or classes or series of stock shall be uncertified
shares; provided further that any such resolution shall not apply to any shares
represented by a certificate theretofore issued until such certificate is
surrendered to the Corporation. Notwithstanding the adoption of such a
resolution by the Board, upon request, every holder of uncertified shares shall
be entitled to have a certificate signed by or in the name of the Corporation
(as provided below) representing the number of shares in registered certificate
form. Certificates shall be issued in consecutive order and shall be numbered in
the order of their issue, and shall be signed by the Chairman, the Vice
Chairman, the Chief Executive Officer or any Vice President and by the
Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer.
Any or all of the signatures on the certificate may be a facsimile. In the event
any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to hold such
office, transfer agent or registrar or to be employed by the Corporation before
such certificate is issued, such certificate may be issued by the Corporation
with the same effect as if such officer had held such office on the date of
issue. Certificates representing shares of stock of the Corporation may bear
such legends regarding restrictions on transfer or other matters as any officer
or officers of the Corporation may determine to be lawful or appropriate. The
Corporation shall not have the power to issue a certificate in bearer form.
SECTION 7.02. Stock Ledger. A stock ledger in one or more
counterparts setting forth a complete list of stockholders entitled to vote at
any meeting of stockholders, arranged in alphabetical order for each class of
stock and showing the address of each such stockholder and the number of shares
of the Corporation, and the number of Membership Units (as such term is defined
in the Certificate of Incorporation) of Calamos Holdings LLC, which are
registered in such stockholder's name, shall be maintained by the Corporation.
Except as otherwise expressly required by law, the person in whose name shares
stand on the stock ledger of the Corporation shall be deemed the owner and
record holder thereof for all purposes.
SECTION 7.03. Transfers 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, assignation or
authority to transfer, it shall be the duty of the Corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
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SECTION 7.04. Addresses of Stockholders. Each stockholder shall
designate to the Corporation an address at which notices of meetings and all
other corporate notices may be served or mailed to such stockholder, and, if any
stockholder shall fail to so designate such an address, corporate notices may be
served upon such stockholder by mail directed to the mailing address, if any, as
the same appears in the stock ledger of the Corporation or at the last known
mailing address of such stockholder.
SECTION 7.05. Lost, Destroyed and Mutilated Certificates. Each
record holder of shares shall promptly notify the Corporation of any loss,
destruction or mutilation of any certificate or certificates evidencing any
share or shares of which he is the record holder. The Board may, in its
discretion, cause the Corporation to issue a new certificate in place of any
certificate theretofore issued by it and alleged to have been mutilated, lost,
stolen or destroyed, upon the surrender of the mutilated certificate or, in the
case of loss, theft or destruction of the certificate, upon satisfactory proof
of such loss, theft or destruction, and the Board may, in its discretion,
require the record holder of the shares evidenced by the lost, stolen or
destroyed certificate or his legal representative to give the Corporation a bond
sufficient to indemnify the Corporation against any claim made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.
SECTION 7.06. Regulations. The Board may make such other rules and
regulations as it may deem expedient, not inconsistent with these By-laws,
concerning the issue, transfer and registration of certificates evidencing
shares, including, without limitation, appointing one or more transfer agents
and one or more registrars.
SECTION 7.07. Fixing Date for Determination of Stockholders of
Record. In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or to express consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board may fix, in advance, a record date, which shall not be more than 60
nor less than 10 days before the date of such meeting, nor more than 60 days
prior to any other such action. A determination of the stockholders entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of such meeting; provided, however, that the Board may fix a new record date for
the adjourned meeting.
ARTICLE VIII
SEAL
SECTION 8.01. Seal. The Board may approve and adopt a corporate
seal, which shall be in the form of a circle and shall bear the full name of the
Corporation, the year of its incorporation and the words "Corporate Seal
Delaware".
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ARTICLE IX
FISCAL YEAR
SECTION 9.01. Fiscal Year. The fiscal year of the Corporation shall
end on the thirty-first day of December of each year unless changed by
resolution of the Board.
ARTICLE X
INDEMNIFICATION AND INSURANCE
SECTION 10.01. Indemnification. (a) The Corporation shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner the person reasonably believed to be in, or not opposed to, the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which the person reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that the person's
conduct was unlawful.
(b) The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that the person is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit if the person
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
(c) To the extent that a present or former director or officer of
the Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding
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referred to in Sections 10.01(a) and (b) of these By-laws, or in defense of any
claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection therewith.
(d) Any indemnification under Sections 10.01(a) and (b) of these
By-laws (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
present or former director, officer, employee or agent is proper in the
circumstances because the person has met the applicable standard of conduct set
forth in Sections 10.01(a) and (b) of these By-laws. Such determination shall be
made, with respect to a person who is a director or officer at the time of such
determination, (i) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or (ii) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (iii) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (iv)
by the stockholders of the Corporation.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the Corporation pursuant to this Article X. Such expenses
(including attorneys' fees) incurred by former directors and officers or other
employees and agents may be so paid upon such terms and conditions, if any, as
the Corporation deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other Sections of this Article X shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any law, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.
(g) For purposes of this Article X, references to "the Corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Article IX with
respect to the resulting or surviving corporation as such person would have with
respect to such constituent corporation if its separate existence had continued.
(h) For purposes of this Article X, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service as a director, officer, employee or agent of the
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Corporation which imposes duties on, or involves service by, such director,
officer, employee or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in a
manner such person reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation" as referred to in
this Article X.
(i) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article X shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
SECTION 10.02. Insurance for Indemnification. The Corporation may
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the Corporation would have the power to indemnify such person against such
liability under the provisions of Section 145 of the General Corporation Law.
ARTICLE XI
AMENDMENTS
SECTION 11.01. Amendments. These By-laws may be altered, amended or
repealed (a) at any annual meeting of stockholders, or at any special meeting of
holders of shares of stock entitled to vote thereon by a vote of the holders of
at least a majority of the voting power of all outstanding shares of capital
stock of the Corporation entitled to vote thereon or (b) (except as otherwise
expressly provided in any by-law adopted by the stockholders) by the Board
subject to the provisions in Section 3.01.
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