EXHIBIT 4.06
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BY-LAWS
OF
AMBAC FINANCIAL GROUP, INC.
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Amended as of
July 11, 1997
TABLE OF CONTENTS
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ARTICLE I
OFFICES
SECTION 1.01 Registered Office.............................................. 1
SECTION 1.02 Other Offices.................................................. 1
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 2.01 Annual Meetings................................................ 1
SECTION 2.02 Special Meetings............................................... 1
SECTION 2.03 Notice of Meetings............................................. 1
SECTION 2.04 Waiver of Notice............................................... 2
SECTION 2.05 Adjournments................................................... 2
SECTION 2.06 Quorum......................................................... 3
SECTION 2.07 Voting......................................................... 3
SECTION 2.08 Proxies........................................................ 3
SECTION 2.09 Chairman and Secretary at Meetings............................. 3
SECTION 2.10 Judges......................................................... 3
SECTION 2.11 List of Stockholders........................................... 3
SECTION 2.12 Notice of Stockholder Business................................. 4
SECTION 2.13 Notice of Stockholder Nominees................................. 4
SECTION 2.14 Stockholders' Consent in Lieu of Meeting....................... 5
ARTICLE III
BOARD OF DIRECTORS
SECTION 3.01 General Powers................................................. 6
SECTION 3.02 Number and Term of Office...................................... 6
SECTION 3.03 Resignation.................................................... 6
SECTION 3.04 Removal........................................................ 7
SECTION 3.05 Vacancies...................................................... 7
SECTION 3.06 Meetings....................................................... 7
SECTION 3.07 Committees of the Board........................................ 8
SECTION 3.08 Directors' Consent in Lieu of Meeting.......................... 9
SECTION 3.09 Action by Means of Telephone or Similar Communications
Equipment................................................ 9
SECTION 3.10 Compensation................................................... 9
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ARTICLE IV
OFFICERS
SECTION 4.01 Officers....................................................... 9
SECTION 4.02 Authority and Duties........................................... 10
SECTION 4.03 Term of Office, Resignation and Removal........................ 10
SECTION 4.04 Vacancies...................................................... 10
SECTION 4.05 The Chairman................................................... 10
SECTION 4.06 The President.................................................. 10
SECTION 4.07 Vice Presidents................................................ 11
SECTION 4.08 The Secretary.................................................. 11
SECTION 4.09 Assistant Secretaries.......................................... 11
SECTION 4.10 The Treasurer.................................................. 11
SECTION 4.11 Assistant Treasurers........................................... 12
ARTICLE V
CHECKS, DRAFTS, NOTES AND PROXIES
SECTION 5.01 Checks, Drafts and Notes....................................... 12
SECTION 5.02 Execution of Proxies........................................... 12
ARTICLE VI
SHARES AND TRANSFERS OF SHARES
SECTION 6.01 Certificates Evidencing Shares................................. 12
SECTION 6.02 Stock Ledger................................................... 13
SECTION 6.03 Transfers of Shares............................................ 13
SECTION 6.04 Addresses of Stockholders...................................... 13
SECTION 6.05 Lost, Destroyed and Mutilated Certificates..................... 13
SECTION 6.06 Regulations.................................................... 13
SECTION 6.07 Fixing Date for Determination of Stockholders of Record........ 14
ARTICLE VII
SEAL
SECTION 7.01 Seal........................................................... 14
ARTICLE VIII
FISCAL YEAR
SECTION 8.01 Fiscal Year.................................................... 14
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ARTICLE IX
INDEMNIFICATION AND INSURANCE
SECTION 9.01 Indemnification................................................ 14
SECTION 9.02 Insurance for Indemnification.................................. 17
ARTICLE X
AMENDMENTS
SECTION 10.01 Amendments.................................................... 17
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By-laws of Ambac Financial Group, Inc.
Amended as of 7/11/97
BY-LAWS
OF
AMBAC FINANCIAL GROUP, INC.
ARTICLE I
OFFICE
SECTION 1.01 Registered Office. The registered office of Ambac Financial
Group, 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 Directors 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 (as
defined in Section 2.03) of the Corporation for the election of directors of the
Corporation ("Directors"), 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 by the Board or the Chairman of the Board of
the Corporation (the "Chairman") the President of the Corporation (the
"President") or the Secretary of the Corporation (the "Secretary"), to be held
at such place, date and time as shall be designated in the notice or waiver of
notice thereof.
SECTION 2.03 Notice of Meetings. (a) Except as otherwise provided by law,
written notice of each annual or special meeting of Stockholders stating the
place, date and time of such meeting and, in the case of a special meeting, the
purpose or purposes for which such meeting is to be held, shall be given
personally or by first-class mail (airmail in the case of international
communications) to each recordholder of shares
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By-laws of Ambac Financial Group, Inc.
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of common stock of the Corporation issued and outstanding ("Shares") entitled to
vote thereat, not less than 10 nor more than 90 days before the date of such
meeting. If mailed, such notice shall be deemed to be given when deposited in
the United States mail, postage prepaid, directed to the recordholder of Shares
(a "Stockholder") at such Stockholder's address as it appears on the records of
the Corporation. If, prior to the time of mailing, the Secretary shall have
received from any Stockholder a written request that notices intended for such
Stockholder are to be mailed to some address other than the address that appears
on the records of the Corporation, notices intended for such Stockholder shall
be mailed to the address designated in such request.
(b) Notice of a special meeting of Stockholders may be given by the person
or persons calling the meeting, or, upon the written request of such person or
persons, such notice shall be given by the Secretary on behalf of such person or
persons. If the person or persons calling a special meeting of Stockholders give
notice thereof, such person or persons shall deliver a copy of such notice to
the Secretary. Each request to the Secretary for the giving of notice of a
special meeting of Stockholders shall state the purpose or purposes of such
meeting.
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 to 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. Any
previously scheduled meeting of the Stockholders may be postponed, and (unless
the Certificate of Incorporation of the Corporation (the "Certificate of
Incorporation") otherwise provides) any special meeting of the Stockholders may
be canceled, by resolution of the Board upon public notice given prior to the
date previously scheduled for such meeting of Stockholders.
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SECTION 2.06 Quorum. Except as otherwise provided by law or the Certificate
of Incorporation, the recordholders 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. If , however, such quorum shall not be present in person or by proxy at
any meeting of Stockholders, the presiding officer at the meeting of the
Stockholders entitled to vote thereat may adjourn the meeting from time to time
in accordance with Section 2.05 hereof until a quorum shall be present in person
or by proxy.
SECTION 2.07 Voting. Each Stockholder shall be entitled to one vote for
each Share held of record by such Stockholder. Except as otherwise provided by
law or the Certificate of Incorporation, when a quorum is present at any meeting
of Stockholders, the vote of the recordholders of a majority of the Shares
constituting such quorum shall decide any question brought before such meeting.
SECTION 2.08 Proxies. Each Stockholder entitled to vote at a meeting of
Stockholders or to express, in writing, consent to or dissent from any action of
Stockholders without a meeting may authorize another person or persons to act
for such Stockholder by proxy. Such proxy shall be filed with the Secretary
before such meeting of Stockholders or such action of Stockholders without a
meeting, at such time as the Board may require. No proxy shall be voted or acted
upon more than three years from its date, unless the proxy provides for a longer
period.
SECTION 2.09 Chairman and Secretary at Meetings. At any meeting of
Stockholders, the Chairman, or in his absence, the President, or if neither such
person is available, then a person designated by the Board, shall preside at and
act as chairman of the meeting. The Secretary, or in his absence a person
designated by the chairman of the meeting, shall act as secretary of the
meeting.
SECTION 2.10 Judges. The votes at each meeting of Stockholders shall be
supervised by not less than two judges who shall decide all questions respecting
the qualification of voters, the validity of the proxies and the acceptance or
rejection of votes. The judges shall be appointed by the Board but if, for any
reason, there are less than two judges present and acting at any meeting, the
chairman of the meeting shall appoint an additional judge or judges so that
there shall always be at least two judges to act at the meeting.
SECTION 2.11 List of Stockholders. A complete list of the Stockholders
entitled to vote at each meeting of Stockholders, arranged in alphabetical
order, and showing the address and number of shares registered in the name of
each Stockholder, shall be prepared and made available for examination during
regular business hours by any Stockholder for any purpose germane to the
meeting. The list shall be available for such examination for a period of not
less than ten days prior to the meeting and during the whole time of the meeting
either at a place within the city where the
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By-laws of Ambac Financial Group, Inc.
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meeting is to be held, which place shall be specified in the notice of meeting
or, if not so specified, at the place where the meeting is to be held.
SECTION 2.12 Notice of Stockholder Business. At an annual meeting of the
Stockholders, only such business shall be conducted as shall have been brought
before the meeting (a) by or at the direction of the Board or (b) by any
Stockholder who complies with the notice procedures set forth in this Section
2.12. For business to be properly brought before an annual meeting by a
Stockholder, the Stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a Stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation, not less than sixty days nor more than ninety days prior to the
meeting; provided, however, that in the event that less than seventy days'
notice or prior public disclosure of the date of the meeting is given or made to
the Stockholders, notice by the Stockholder to be timely must be received not
later than the close of business on the 10th day following the day on which such
notice of the date of the annual meeting was mailed or such public disclosure
was made. A Stockholder's notice to the Secretary shall set forth as to each
matter the Stockholder proposes to bring before the annual meeting (a) 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; (b) the name and
address, as they appear on the Corporation's books, of the Stockholder proposing
such business; (c) the class and number of shares of the Corporation which are
beneficially owned by the Stockholder; and (d) any material interest of the
Stockholder in such business. Notwithstanding anything in these By-laws to the
contrary, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this Section 2.12. The chairman of
an annual meeting shall, if the facts warrant, determine and declare to the
meeting that business was no properly brought before the meeting and in
accordance with the provisions of this Section 2.12, and if he should so
determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted. Notwithstanding the
foregoing provisions of this Section 2.12, a Stockholder seeking to have a
proposal included in the Corporation's proxy statement shall comply with the
requirements of Regulation 14A under the Securities Exchange Act of 1934, as
amended (including, but not limited to, Rule 14a-8 or its successor provision.)
SECTION 2.13 Notice of Stockholder Nominees. Only persons who are nominated
in accordance with the procedures set forth in these By-laws shall be eligible
for election as Directors. Nominations of persons for election to the Board may
be made at a meeting of Stockholders (a) by or at the direction of the Board or
(b) by any Stockholder entitled to vote for the election of Directors at the
meeting who complies with the notice procedures set forth in this Section 2.13.
Nominations by Stockholders shall be made pursuant to timely notice in writing
to the Secretary of the Corporation. To be timely, a Stockholder's notice shall
be delivered to or mailed and received at the principal executive offices of the
Corporation not less than sixty days nor more than ninety days prior to the
meeting; provided, however, that in the event that less than seventy days'
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notice or prior public disclosure of the date of the meeting is given or made to
Stockholders, notice by the Stockholder to be timely must be so received not
later than the close of business on the 10th day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was made.
Such Stockholder's notice shall set forth (a) as to each person whom the
Stockholder proposes to nominate for election or re-election as a Director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (including such person's written consent to being named in the proxy
statement as a nominee and to serving as a Director if elected); and (b) as to
the Stockholder giving the notice (i) the name and address, as they appear on
the Corporation's books, of such Stockholder and (ii) the class and number of
shares of the Corporation which are beneficially owned by such Stockholder. At
the request of the Board any person nominated by the Board for election as a
Director shall furnish to the Secretary that information required to be set
forth in a Stockholder's notice of nomination which pertains to the nominee. No
person shall be eligible for election as a Director unless nominated in
accordance with the procedures set forth in these By-laws. The chairman of the
meeting shall, if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the procedures prescribed by these
By-laws, and if he should so determine, he shall so declare to the meeting and
the defective nomination shall be disregarded.
SECTION 2.14 Stockholders' Consent in Lieu of Meeting. (a) Consents to
Corporate Action. Any action which is required to be or may be taken at any
annual or special meeting of Stockholders, subject to the provisions of
Subsections (b) and (c) of this Section 2.14, may be taken without a meeting,
without prior notice and without a vote if consents in writing, setting forth
the action so taken, shall have been signed by the holders of the outstanding
Shares having not less than the minimum number of votes that would be necessary
to authorize or to take such action at a meeting at which all Shares entitled to
vote thereon were present and voted; provided. however, that prompt notice of
the taking of the corporate action without a meeting and by less than unanimous
written consent shall be given to those Stockholders who have not consented in
writing.
(b) Determination of Record Date of Action by Written Consent. The record
date for determining Stockholders entitled to express consent to corporate
action in writing without a meeting shall be fixed by the Board. Any Stockholder
of record seeking to have the Stockholders authorize or take corporate action by
written consent without a meeting shall, by written notice to the Secretary,
request the Board to fix a record date. Upon receipt of such a request, the
Secretary shall place such request before the Board at its next regularly
scheduled meeting, provided, however, that if the Stockholder represents in such
request that he intends, and is prepared, to commence a consent solicitation as
soon as is permitted by the Securities Exchange Act of 1934, as amended, and the
regulations thereunder and other applicable law, the Secretary shall, as
promptly a practicable, call a special meeting of the Board, which meeting shall
be held as
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By-laws of Ambac Financial Group, Inc.
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promptly as practicable. At such regular or special meeting, the Board shall fix
a record date as provided in Section 213(a) (or its successor provision) of the
General Corporation Law of the State of Delaware (the "General Corporation
Law"). Should the Board fail to fix a record date as provided for in this
Subsection (b), then the record date shall be the day on which the first written
consent is expressed.
(c) Procedures for Written Consent. In the event of the delivery to the
Corporation of a written consent or consents purporting to represent the
requisite voting power to authorize or take corporate action and/or related
revocations, the Secretary shall provide for safekeeping of such consents and
revocations and shall, as promptly as practicable, engage nationally recognized
independent judges of election for the purpose of promptly performing a
ministerial review of the validity of the consents and revocations. No action by
written consent and without a meeting shall be effective until such judges have
completed their review, determined that the requisite number of valid and
unrevoked consents has been obtained to authorize or take action specified in
the consents, and certified such determination for entry in the records of the
Corporation kept for the purpose of recording the proceedings of meetings of
Stockholders.
ARTICLE III
BOARD OF DIRECTORS
SECTION 3.01 General Powers. 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 directed or required to be
exercised or done by Stockholders.
SECTION 3.02 Number and Term of Office. The number of Directors shall be
three or such greater number as shall be fixed from time to time by the Board.
Directors need not be Stockholders. Directors shall be elected at the annual
meeting of Stockholders, and each Director shall hold office until his successor
is elected and qualified, or until his earlier death or resignation or removal
in the manner hereinafter provided.
SECTION 3.03 Resignation. Any Director may resign at any time by giving
written notice to the Board, the Chairman 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 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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By-laws of Ambac Financial Group, Inc.
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SECTION 3.04 Removal. Any or all of the Directors may be removed, with or
without cause, at any time by vote of the recordholders of a majority of the
Shares then entitled to vote at an election of Directors, or by written consent
of the recordholders of Shares pursuant to Section 2.14 hereof.
SECTION 3.05 Vacancies. Vacancies occurring on the Board as a result of the
removal of Directors without cause may be filled only by vote of the
recordholders of a majority of the Shares then entitled to vote at an election
of Directors, or by written consent of such recordholders pursuant to Section
2.14 hereof. Vacancies occurring on the Board for any other reason, including,
without limitation, vacancies occurring as a result of the creation of new
directorships that increase the number of Directors, may be filled by such vote
or written consent or by vote of the Board or by written consent of the
Directors pursuant to Section 3.08 hereof. If the number of Directors then in
office is less than quorum, such other vacancies may be filled by vote of a
majority of the Directors then in office or by written consent of all such
Directors pursuant to Section 3.08 hereof. Unless earlier removed pursuant to
Section 3.04 hereof, each Director chosen in accordance with this Section 3.05
shall hold office until the next annual election of Directors by the
Stockholders and until his successor shall be elected and qualified.
SECTION 3.06 Meetings. (a) Annual Meetings. As soon as practicable after
each annual election of Directors by the Stockholders, the Board shall meet for
the purpose of organization and the transaction of other business, unless it
shall have transacted all such business by written consent pursuant to Section
3.08 hereof.
(b) Stated Meetings. The Board may provide for state meetings of the Board.
(c) Other Meetings. Other meetings of the Board shall be held at such times
as the Chairman, the President, the Secretary or a majority of the Board shall
from time to time determine.
(d) Notice of Meetings. No notice need be given of any organization or
stated meeting of the Board for which the date, hour and place have been fixed
by the Board. The Secretary shall give written notice to each Director of each
other organization and stated meeting and of all special meetings of the Board,
which notice shall state the place, date, time and purpose of such meeting.
Notice of each such meeting shall be given to each Director, if by mail,
addressed to him at his residence or usual place of business, at least two days
before the day on which such meeting is to be held, or shall be sent to him at
such place by telecopy, telegraph, cable, or other form of recorded
communication, or be delivered personally or by telephone not later than the day
before the day on which such meeting is to be held. A written waiver of notice,
signed by the Director entitled to notice, whether before or after the time of
the meeting referred to in such waiver, shall be deemed equivalent to notice.
Neither the business to be transacted at, nor the purpose any meeting of the
Board need be specified in any written waiver of notice thereof. Attendance of a
Director at a meeting of the Board shall constitute a waiver of
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notice of such meeting, except as provided by law.
(e) Place of Meetings. The Board may hold its meetings at such place or
places within or without the State of Delaware as the Board or the Chairman may
from time to time determine, or as shall be designated in the respective notices
or waivers of notice of such meetings.
(f) Quorum and Manner of Acting. One-third of the total number of Directors
then in office (but in no event less than three Directors) 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.
(g) 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 President;
(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 Committees of the Board. The Board may designate one or more
committees, each committee to consist of one or more Directors. The Board may
designate one or more Directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of such committee. In
the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another Director
to act at the meeting in the place of any such absent or disqualified member. A
majority of the members of any committee of the Board shall be present in person
at any meeting of the committee in order to constitute a quorum for the
transaction of business at such meeting, and the act of a majority of the
members present at any such meeting at which a quorum is present shall be the
act of the committee. In the absence of a quorum for any such meeting, a
majority
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By-laws of Ambac Financial Group, Inc.
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of the members present thereat may adjourn such meeting from time to time until
a quorum shall be present. Any committee of the Board, to the extent provided in
the resolution of the Board designating such committee, shall have and may
exercise all the powers and authority of the Board in the management of the
business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it; provided, however,
that no such committee shall have such power or authority in reference to the
following matters: (i) approving or adopting, or recommending to the
stockholders, any action or matter expressly required by the General Corporation
Law to be submitted to stockholders for approval or (ii) adopting, amending or
repealing these By-laws. In addition, each committee of the Board so appointed
may appoint a sub-committee of the Board in furtherance of the duties delegated
to it by the Board. Each committee of the Board shall keep regular minutes of
its proceedings and report the same to the Board when so requested by the Board.
SECTION 3.08 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, setting forth the action so taken, shall be signed by all
the members of the Board or such committee and such consent is filed with the
minutes of the proceedings of the Board or such committee.
SECTION 3.09 Action by Means of Telephone or Similar Communications
Equipment. Any one or more members of the Board, or of any committee thereof,
may participate in a meeting of the Board or such committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting by such means shall constitute presence in person at such meeting.
SECTION 3.10 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
OFFICERS
SECTION 4.01 Officers. The officers of the Corporation shall be the
Chairman, the President, 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.
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Any two or more offices may be held by the same person provided that the office
of President and Secretary shall not be held by the same person.
SECTION 4.02 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 4.03 Term of Office, Resignation and Removal. (a) Each officer
shall be appointed by the Board and shall hold office for such term as may be
determined by the Board. Each officer shall hold office until his successor has
been appointed and qualified or his earlier death or resignation or removal in
the manner hereinafter provided. 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 President 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 President or the Secretary,
as the case may be. Unless otherwise specified therein, acceptance of such
resignation shall not be necessary to make it effective.
(c) All officers and agents appointed by the Board shall be subject to
removal, with or without cause, at any time by the Board or by the action of the
recordholders of a majority of the Shares entitled to vote thereon
SECTION 4.04 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 4.03 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 4.05 The Chairman. The Chairman 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 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 4.06 The President. The President shall be the chief operating
officer of the Corporation and shall have general and active management and
control the operations of the Corporation, subject to the control of the Board,
and shall
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see that all orders and resolutions of the Board are carried into effect. The
President shall perform all duties incident to the office of President and all
such other duties as may from time to time be assigned to him by the Board or
these By-laws.
SECTION 4.07 Vice Presidents. Vice Presidents, if any, in order of their
seniority or in any other order determined by the Board, shall generally assist
the President and perform such other duties as the Board or the President shall
prescribe, and in the absence or disability of the President, shall perform the
duties and exercise the powers of the President.
SECTION 4.08 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 President 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 President 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 President.
SECTION 4.09 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 4.10 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 President. 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
President shall so request. He shall perform all other necessary actions and
duties in connection with the administration of the financial affairs of the
Corporation
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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 4.11 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 V
CHECKS, DRAFTS, NOTES AND PROXIES
SECTION 5.01 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 5.02 Execution of Proxies. The Chairman or the President, 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
President or any Vice President.
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ARTICLE VI
SHARES AND TRANSFERS OF SHARES
SECTION 6.01 Certificates Evidencing Shares. Shares shall be evidenced by
certificates in such form or forms as shall be approved by the Board.
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 President or any
Vice President and by the Secretary, any Assistant Secretary, the Treasurer or
any Assistant Treasurer; provided that if such a certificate is manually signed
by one such officer, any other signature on the certificate may be a facsimile
and, if such a certificate is countersigned by a transfer agent or registrar
other than the Corporation or its employee, any other signature on the
certificate may be a facsimile. In the event any such officer who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to hold such office 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.
SECTION 6.02 Stock Ledger. A stock ledger in one or more counterparts shall
be kept by the Corporation, in which shall be recorded the name and address of
each person, firm or corporation owning the Shares evidenced by each certificate
evidencing Shares issued by the Corporation, the number of Shares evidenced by
each such certificate, the date of issuance thereof and, in the case of
cancellation, the date of cancellation. 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 recordholder thereof for all purposes.
The Board may from time to time appoint such transfer agents or registrars as it
may deem advisable and may define their powers and duties. Any such transfer
agent or registrar need not be an employee of the Corporation.
SECTION 6.03 Transfers of Shares. Registration of transfers of Shares shall
be made only in the stock ledger of the Corporation upon request of the
registered holder of such shares, or of his attorney thereunto authorized by
power of attorney duly executed and filed with the Corporation, and upon the
surrender of the certificate or certificates evidencing such Shares properly
endorsed or accompanied by a stock power duly executed, together with such proof
of the authenticity of signatures as the Corporation may reasonably require.
SECTION 6.04 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.
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SECTION 6.05 Lost, Destroyed and Mutilated Certificates. Each recordholder
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 recordholder. The Board, in its discretion, or any transfer
agent thereunto duly authorized by the Board, may authorize the issue of a new
certificate in place of any certificate theretofore issued 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, and its transfer agents and registrars may so
require, the recordholder 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 6.06 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.
SECTION 6.07 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, or to dissent from, 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 VII
SEAL
SECTION 7.01 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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By-laws of Ambac Financial Group, Inc.
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ARTICLE VIII
FISCAL YEAR
SECTION 8.01 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 IX
INDEMNIFICATION AND INSURANCE
SECTION 9.01 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 he 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 him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
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 his 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 he
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 his 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 he 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 attorney's fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
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
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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 director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 9.01(a) and (b) of these
By-laws, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under Section 9.01(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 director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section 9.01(a) and (b) of these
By-laws. Such determination shall be made (i) by the Board by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable,
a quorum of disinterested directors so directs, by independent legal counsel in
a written opinion, or (iii) 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 he is not entitled to be indemnified by the Corporation
pursuant to this Article IX. Such expenses (including attorneys' fees) incurred
by other employees and agents may be so paid upon such terms and conditions, if
any, as the Board deems appropriate.
(f) The indemnification and advancement of expenses provided by, or granted
pursuant to, other Sections of this Article IX shall not be deemed exclusive of
any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any law, by-law, agreement, vote of stockholders
or disinterested directors or otherwise, both as to action in an official
capacity and as to action in another capacity while holding such office.
(g) For purposes of this Article IX, 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, 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
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resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.
(h) For purposes of this Article IX, 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 Corporation which
imposes duties on, or involves service by, such director, officer, employee or
agent with respect to any employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
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
IX.
(i) The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article IX 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 9.02 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 him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the provisions of Section
145 of the General Corporation Law.
ARTICLE X
AMENDMENTS
SECTION 10.01 Amendments. Any By-law (including these By-laws) may be
adopted, amended or repealed by the vote of the recordholders of a majority of
the Shares then entitled to vote at an election of Directors or by written
consent of Stockholders pursuant to Section 2.09 hereof, or by vote of the Board
or by a written consent of Directors pursuant to Section 3.08 hereof.
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