THIRD AMENDED AND RESTATED
BYLAWS
OF
MERIDIAN INDUSTRIAL TRUST, INC.
--------------------------
TABLE OF CONTENTS
ARTICLE 1
OFFICES
1.1 Principal Office . . . . . . . . . . . . . . . . . . . . . . . . . . . -1-
1.2 Additional Offices . . . . . . . . . . . . . . . . . . . . . . . . . . -1-
ARTICLE 2
MEETINGS OF STOCKHOLDERS
2.1 Place. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -1-
2.2 Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . -1-
2.3 Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . -1-
2.4 Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -2-
2.5 Scope of Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . -2-
2.6 Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -2-
2.7 Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -2-
2.8 Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -2-
2.9 Proxies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -3-
2.10 Voting of Stock by Certain Holders . . . . . . . . . . . . . . . . . . -3-
2.10.1 Voting Authority and Procedures . . . . . . . . . . . . . . . -3-
2.10.2 Voting Rights of Certain Control Shares . . . . . . . . . . . -4-
2.11 Inspectors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -4-
2.12 Nominations and Stockholder Business . . . . . . . . . . . . . . . . . -4-
2.12.1 Annual Meetings of Stockholders . . . . . . . . . . . . . . . -4-
2.12.2 Special Meetings of Stockholders. . . . . . . . . . . . . . . -5-
2.12.3 General . . . . . . . . . . . . . . . . . . . . . . . . . . . -6-
2.13 Voting by Ballot . . . . . . . . . . . . . . . . . . . . . . . . . . . -6-
ARTICLE 3
DIRECTORS
3.1 General Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . -7-
3.2 Number, Tenure and Qualifications. . . . . . . . . . . . . . . . . . . -7-
3.3 Annual and Regular Meetings. . . . . . . . . . . . . . . . . . . . . . -7-
3.4 Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . -7-
3.5 Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -7-
3.6 Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -7-
3.7 Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -8-
3.8 Telephone Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . -8-
3.9 Informal Action by Directors . . . . . . . . . . . . . . . . . . . . . -8-
(i)
3.10 Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -8-
3.11 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -8-
3.12 Loss of Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . -9-
3.13 Surety Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -9-
3.14 Reliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -9-
3.15 Certain Rights of Directors, Officers, Employees and Agents. . . . . . -9-
ARTICLE 4
COMMITTEES
4.1 Number and Tenure. . . . . . . . . . . . . . . . . . . . . . . . . . . -9-
4.2 Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -9-
4.3 Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -9-
4.4 Telephone Meetings . . . . . . . . . . . . . . . . . . . . . . . . . .-10-
4.5 Informal Action by Committees. . . . . . . . . . . . . . . . . . . . .-10-
4.6 Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-10-
ARTICLE 5
OFFICERS
5.1 General Provisions . . . . . . . . . . . . . . . . . . . . . . . . . .-10-
5.2 Removal and Resignation. . . . . . . . . . . . . . . . . . . . . . . .-10-
5.3 Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-11-
5.4 Chairman of the Board. . . . . . . . . . . . . . . . . . . . . . . . .-11-
5.5 President. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-11-
5.6 Chief Executive Officer. . . . . . . . . . . . . . . . . . . . . . . .-11-
5.7 Chief Financial Officer. . . . . . . . . . . . . . . . . . . . . . . .-11-
5.8 Chief Operating Officer. . . . . . . . . . . . . . . . . . . . . . . .-11-
5.9 Vice Presidents. . . . . . . . . . . . . . . . . . . . . . . . . . . .-11-
5.10 Secretary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-12-
5.11 Treasurer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-12-
5.12 Assistant Secretaries and Assistant Treasurers . . . . . . . . . . . .-12-
5.13 Salaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-13-
ARTICLE 6
CONTRACTS, LOANS, CHECKS AND DEPOSITS
6.1 Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-13-
6.2 Checks and Drafts. . . . . . . . . . . . . . . . . . . . . . . . . . .-13-
6.3 Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-13-
* (ii)
ARTICLE 7
STOCK
7.1 Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-13-
7.2 Transfers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-14-
7.3 Replacement Certificates . . . . . . . . . . . . . . . . . . . . . . .-14-
7.4 Closing of Transfer Books or Fixing of Record Date . . . . . . . . . .-14-
7.5 Stock Ledger . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-15-
7.6 Fractional Stock; Issuance of Units. . . . . . . . . . . . . . . . . .-15-
ARTICLE 8
ACCOUNTING YEAR
ARTICLE 9
DISTRIBUTIONS
9.1 Authorization. . . . . . . . . . . . . . . . . . . . . . . . . . . . .-16-
9.2 Contingencies. . . . . . . . . . . . . . . . . . . . . . . . . . . . .-16-
ARTICLE 10
INVESTMENT POLICY
ARTICLE 11
SEAL
11.1 Seal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-16-
11.2 Affixing Seal. . . . . . . . . . . . . . . . . . . . . . . . . . . . .-16-
ARTICLE 12
INDEMNIFICATION AND ADVANCES FOR EXPENSES
ARTICLE 13
WAIVER OF NOTICE
(iii)
ARTICLE 14
AMENDMENT OF BYLAWS
(iv)
THIRD AMENDED AND RESTATED
BYLAWS
OF
MERIDIAN INDUSTRIAL TRUST, INC.
--------------------------
ARTICLE 1
OFFICES
1.1 PRINCIPAL OFFICE. The principal office of Meridian Industrial
Trust, Inc. (the "Corporation") shall be located at such place or places as
the Board of Directors may designate.
1.2 ADDITIONAL OFFICES. The Corporation may have additional offices
at such places as the Board of Directors may from time to time determine or
the business of the Corporation may require.
ARTICLE 2
MEETINGS OF STOCKHOLDERS
2.1 PLACE. All meetings of stockholders shall be held at the
principal office of the Corporation or at such other place within the United
States as shall be stated in the notice of the meeting.
2.2 ANNUAL MEETING. An annual meeting of the stockholders for the
election of directors and the transaction of any business within the powers
of the Corporation shall be held on a date and at the time set by the Board
of Directors during the month of May in each year, provided that the annual
meeting for 1996 shall be held during the month of June 1996.
2.3 SPECIAL MEETINGS. The chairman of the board, if there be one,
president or Board of Directors may call special meetings of the
stockholders. Special meetings of stockholders shall also be called by the
secretary of the Corporation upon the written request of the holders of
shares entitled to cast not less than a majority of all the votes entitled to
be cast at such meeting or as otherwise provided in any Articles
Supplementary, Articles of Amendment or Articles of Amendment and Restatement
with respect to the rights of any class or series of stock then outstanding.
Such request shall state the purpose of such meeting and the matters proposed
to be acted on at such meeting. Except as otherwise provided in any Articles
Supplementary, Articles of Amendment or Articles of Amendment and Restatement
with respect to the rights of any class or series of stock then outstanding,
the secretary shall inform such stockholders of the reasonably estimated cost
of preparing and mailing notice of the meeting and, upon payment to the
Corporation by such stockholders of such costs, the secretary shall give
notice to each stockholder entitled to notice of the meeting. Unless
requested by the stockholders entitled to cast a majority of all the votes
entitled
to be cast at such meeting, a special meeting need not be called to consider
any matter which is substantially the same as a matter voted on at any
special meeting of the stockholders held during the preceding twelve months.
The provisions of this Section 2.3 are subject to the provisions of Section
2.12 of these Bylaws.
2.4 NOTICE. Not less than ten nor more than 90 days before each
meeting of stockholders, the secretary shall give to each stockholder
entitled to vote at such meeting and to each stockholder not entitled to vote
who is entitled to notice of the meeting written or printed notice stating
the time and place of the meeting and, in the case of a special meeting or as
otherwise may be required by any statute, the purpose for which the meeting
is called, either by mail or by presenting it to such stockholder personally
or by leaving it at his residence or usual place of business. If mailed,
such notice shall be deemed to be given when deposited in the United States
mail addressed to the stockholder at his post office address as it appears on
the records of the Corporation, with postage thereon prepaid.
2.5 SCOPE OF NOTICE. Any business of the Corporation may be
transacted at an annual meeting of stockholders without being specifically
designated in the notice, except such business as is required by any statute
to be stated in such notice. No business shall be transacted at a special
meeting of stockholders except as specifically designated in the notice.
2.6 ORGANIZATION. At every meeting of stockholders, the chairman of
the board, if there be one, shall conduct the meeting or, in the case of
vacancy in office or absence of the chairman of the board, one of the
following officers present shall conduct the meeting in the order stated: the
vice chairman of the board, if there be one, the president, the vice
presidents in their order of rank and seniority, or a chairman chosen by the
stockholders entitled to cast a majority of the votes which all stockholders
present in person or by proxy are entitled to cast, shall act as chairman
(which person need not, in the case of a meeting of stockholders of any
series of preferred stock then outstanding, be an officer of the
Corporation), and the secretary, or, in his absence, an assistant secretary,
or in the absence of both the secretary and assistant secretaries, a person
appointed by the chairman shall act as secretary.
2.7 QUORUM. At any meeting of stockholders, the presence in person or
by proxy of stockholders entitled to cast a majority of all the votes
entitled to be cast at such meeting shall constitute a quorum; but this
Section 2.7 shall not affect any requirement under any statute or the charter
of the Corporation for the vote necessary for the adoption of any measure.
If, however, such quorum shall not be present at any meeting of the
stockholders, the stockholders entitled to vote at such meeting, present in
person or by proxy, shall have the power to adjourn the meeting from time to
time to a date not more than 120 days after the original record date without
notice other than announcement at the meeting. At such adjourned meeting at
which a quorum shall be present, any business may be transacted which might
have been transacted at the meeting as originally notified.
2.8 VOTING. A plurality of all the votes cast at a meeting of
stockholders duly called and at which a quorum is present shall be sufficient
to elect a director. Each share may be voted for as
-2-
many individuals as there are directors to be elected and for whose election
the share is entitled to be voted; provided, however, that no stockholder
shall be entitled to cumulative voting. A majority of the votes cast at a
meeting of stockholders duly called and at which a quorum is present shall be
sufficient to approve any other matter which may properly come before the
meeting, unless more than a majority of the votes cast is required by statute
or by the charter of the Corporation. Unless otherwise provided in the
charter, each outstanding share, regardless of class, shall be entitled to
one vote on each matter submitted to a vote at a meeting of stockholders.
2.9 PROXIES. A stockholder may vote the stock owned of record by him,
either in person or by proxy executed in writing by the stockholder or by his
duly authorized agent. Such proxy shall be filed with the secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid
after eleven months from the date of its execution, unless otherwise provided
in the proxy.
2.10 VOTING OF STOCK BY CERTAIN HOLDERS.
2.10.1 VOTING AUTHORITY AND PROCEDURES.
(a) Stock of the Corporation registered in the name of a
corporation, partnership, trust or other entity, if entitled to be voted, may
be voted by the chairman of the board, if there be one, president or a vice
president, a general partner or trustee thereof, as the case may be, or a
proxy appointed by any of the foregoing individuals, unless some other person
who has been appointed to vote such stock pursuant to a bylaw or a resolution
of the board of directors of such corporation or the governing body of such
other entity or pursuant to an agreement of the partners of a partnership, as
the case may be, presents a certified copy of such bylaw, resolution or
agreement, in which case such person may vote such stock. Any director or
other fiduciary may vote stock registered in his name as such fiduciary,
either in person or by proxy.
(b) Shares of stock of the Corporation directly or indirectly
owned by it shall not be voted at any meeting and shall not be counted in
determining the total number of outstanding shares entitled to be voted at
any given time, unless they are held by it in a fiduciary capacity, in which
case they may be voted and shall be counted in determining the total number
of outstanding shares at any given time.
(c) The Board of Directors may adopt by resolution a procedure
by which a stockholder may certify in writing to the Corporation that any
shares of stock registered in the name of the stockholder are held for the
account of a specified person other than the stockholder. The resolution
shall set forth the class of stockholders who may make the certification, the
purpose for which the certification may be made, the form of certification
and the information to be contained in it; if the certification is with
respect to a record date or closing of the stock transfer books, the time
after the record date or closing of the stock transfer books within which the
certification must be received by the Corporation; and any other provisions
with respect to the procedure which the Board of Directors considers
necessary or desirable. On receipt of such certification, the person
specified
-3-
in the certification shall be regarded as, for the purposes set forth in the
certification, the stockholder of record of the specified stock in place of
the stockholder who makes the certification.
2.10.2 VOTING RIGHTS OF CERTAIN CONTROL SHARES. Notwithstanding
any other provision of the charter of the Corporation or these Bylaws,
Subtitle 7 of Title 3 of the Maryland General Corporation Law or any
successor statute (the "Maryland General Corporation Law") shall not apply to
any acquisition of shares of stock of the Corporation by (a) Hunt
Acquisitions Partners, Ltd., a Delaware limited partnership, RRH Corporation,
a Delaware corporation (or any affiliate thereof), or Ray L. Hunt (or any
affiliate of Ray L. Hunt) (individually and collectively referred to as
"Hunt"), (b) USAA Real Estate Company, a Delaware corporation, or United
Services Automobile Association (or any direct or indirect subsidiary
thereof) (individually and collectively referred to as "USAA"), (c) The
Prudential Insurance Company of America, a New Jersey insurance company
("Prudential"), or (d) State Street Bank and Trust Company, as Trustee for
Ameritech Pension Trust ("Ameritech"). This Section 2.10.2 may not be
amended or repealed, in whole or in part, at any time, whether before or
after an acquisition of "control shares" (as defined under the Maryland
General Corporation Law) by Hunt, USAA, Prudential or Ameritech, without the
prior written consent of such entities.
2.11 INSPECTORS. At any meeting of stockholders, the chairman of the
meeting may, or upon the request of any stockholder shall, appoint one or
more persons as inspectors for such meeting. Such inspectors shall ascertain
and report the number of shares represented at the meeting based upon their
determination of the validity and effect of proxies, count all votes, report
the results and perform such other acts as are proper to conduct the election
and voting with impartiality and fairness to all the stockholders.
Each report of an inspector shall be in writing and signed by him
or by a majority of them if there is more than one inspector acting at such
meeting. If there is more than one inspector, the report of a majority shall
be the report of the inspectors. The report of the inspector or inspectors
on the number of shares represented at the meeting and the results of the
voting shall be PRIMA FACIE evidence thereof.
2.12 NOMINATIONS AND STOCKHOLDER BUSINESS.
2.12.1 ANNUAL MEETINGS OF STOCKHOLDERS.
(a) Nominations of persons for election to the Board of
Directors and the proposal of business to be considered by the stockholders
may be made at an annual meeting of stockholders (i) pursuant to the
Corporation's notice of meeting, (ii) by or at the direction of the Board of
Directors, (iii) as provided in any Articles Supplementary, Articles of
Amendment or Articles of Amendment and Restatement with respect to the rights
of any class or series of stock then outstanding, or (iv) by any stockholder
of the Corporation who was a stockholder of record at the time of giving of
notice provided for in this Section 2.12.1, who is entitled to vote at the
meeting and who complied with the notice procedures set forth in this Section
2.12.1.
-4-
(b) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (iv) of Section
2.12.1(a), the stockholder must have given timely notice thereof in writing
to the secretary of the Corporation. To be timely, a stockholder's notice
shall be delivered to the secretary at the principal executive offices of the
Corporation not less than 60 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting; provided, however, that
in the event that the date of the annual meeting is advanced by more than 30
days or delayed by more than 60 days from such anniversary date, notice by
the stockholder to be timely must be so delivered not earlier than the 90th
day prior to such annual meeting and not later than the close of business on
the later of the 60th day prior to such annual meeting or the tenth day
following the day on which public announcement of the date of such meeting is
first made. Such stockholder's notice shall set forth: (i) as to each person
whom the stockholder proposes to nominate for election or reelection as a
director, all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (including
such person's written consent to being named in the proxy statement as a
nominee and to serving as a director if elected); (ii) as to any other
business that the stockholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest
in such business of such stockholder and of the beneficial owner, if any, on
whose behalf the proposal is made; and (iii) as to the stockholder giving the
notice and the beneficial owner, if any, on whose behalf the nomination or
proposal is made, (x) the name and address of such stockholder, as they
appear on the Corporation's books, and of such beneficial owner and (y) the
number of shares of each class of stock of the Corporation which are owned
beneficially and of record by such stockholder and such beneficial owner.
(c) Notwithstanding anything in the second sentence of Section
2.12.1(b) to the contrary, subject to the rights of the holders of shares of
any class or series of stock then outstanding, in the event that the number
of directors to be elected to the Board of Directors is increased and there
is no public announcement naming all of the nominees for director or
specifying the size of the increased Board of Directors made by the
Corporation at least 70 days prior to the first anniversary of the preceding
year's annual meeting, a stockholder's notice required by this Section 2.12.1
shall also be considered timely, but only with respect to nominees for any
new positions created by such increase, if it shall be delivered to the
secretary at the principal executive offices of the Corporation not later
than the close of business on the tenth day following the day on which such
public announcement is first made by the Corporation.
2.12.2 SPECIAL MEETINGS OF STOCKHOLDERS. Only such business
shall be conducted at a special meeting of stockholders as shall have been
brought before the meeting pursuant to the Corporation's notice of meeting.
Subject to the rights of the holders of shares of any class or series of
stock then outstanding, nominations of persons for election to the Board of
Directors may be made at a special meeting of stockholders at which directors
are to be elected (i) pursuant to the Corporation's notice of meeting, (ii)
by or at the direction of the Board of Directors or (iii) provided that the
Board of Directors has determined that directors shall be elected at such
special meeting, by
-5-
any stockholder of the Corporation who is a stockholder of record at the time
of giving of notice for in this Section 2.12.2, who is entitled to vote at
the meeting and who complied with the notice procedures set forth in this
Section 2.12.2. Subject to the rights of the holders of shares of any class
or series of stock then outstanding, in the event the Corporation calls a
special meeting of stockholders for the purpose of electing one or more
directors to the Board of Directors, any such stockholder may nominate a
person or persons (as the case may be) for election to such position as
specified in the Corporation's notice of meeting, if the stockholder's notice
containing the information required by Section 2.12.1(b) shall be delivered
to the secretary at the principal executive offices of the Corporation not
earlier than the 90th day prior to such special meeting and not later than
the close of business on the later of the 60th day prior to such special
meeting or the tenth day following the date on which public announcement is
first made of the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting.
2.12.3 GENERAL.
(a) Only such persons who are nominated in accordance with the
procedures set forth in this Section 2.12 shall be eligible to serve as
directors and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this Section 2.12. The presiding officer of the
meeting shall have the power and duty to determine whether a nomination or
any business proposed to be brought before the meeting was made in accordance
with the procedures set forth in this Section 2.12 and, if any proposed
nomination or business is not in compliance with this Section 2.12, to
declare that such defective nomination or proposal be disregarded.
(b) For purposes of this Section 2.12, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable news service or in a document
publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.
(c) Notwithstanding the foregoing provisions of this Section
2.12, a stockholder shall also comply with all applicable requirements of
state law and of the Exchange Act and the rules and regulations thereunder
with respect to the matters set forth in this Section 2.12. Nothing in this
Section 2.12 shall be deemed to affect any rights of stockholders to request
inclusion of proposals in, or the rights of the Corporation to omit proposals
from, the Corporation's proxy statement pursuant to Rule 14a-8 under the
Exchange Act.
2.13 VOTING BY BALLOT. Voting on any question or in any election may
be VIVA VOCE unless the presiding officer shall order or any stockholder
shall demand that voting be by ballot.
-6-
ARTICLE 3
DIRECTORS
3.1 GENERAL POWERS. The business and affairs of the Corporation shall
be managed under the direction of its Board of Directors.
3.2 NUMBER, TENURE AND QUALIFICATIONS. Except as otherwise provided
in any Articles Supplementary, Articles of Amendment or Articles of Amendment
and Restatement with respect to the rights of any class or series of stock
then outstanding, at any regular meeting or at any special meeting called for
that purpose, a majority of the entire Board of Directors may establish,
increase or decrease the number of directors, provided that the number
thereof shall never be less than the minimum number required by the Maryland
General Corporation Law or the charter of the Corporation, nor more than 15,
and further provided that the tenure of office of a director shall not be
affected by any decrease in the number of directors.
3.3 ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of
Directors shall be held immediately after and at the same place as the annual
meeting of stockholders, no notice other than this Bylaw being necessary.
The Board of Directors may provide, by resolution, the time and place, either
within or without the State of Maryland, for the holding of regular meetings
of the Board of Directors without other notice than such resolution.
3.4 SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by or at the request of the chairman of the board, if there be one,
president or by any two directors then in office. The person or persons
authorized to call special meetings of the Board of Directors may fix any
place, either within or without the State of Maryland, as the place for
holding any special meeting of the Board of Directors called by them.
3.5 NOTICE. Notice of any special meeting of the Board of Directors
shall be delivered personally or by telephone, facsimile transmission, United
States mail or courier to each director at his business or residence address.
Notice by personal delivery, by telephone or a facsimile transmission shall
be given at least 24 hours prior to the meeting. Notice by mail shall be
given at least three days prior to the meeting and shall be deemed to be
given when deposited in the United States mail properly addressed, with
postage thereon prepaid. Telephone notice shall be deemed to be given when
the director is personally given such notice in a telephone call to which he
is a party. Facsimile transmission notice shall be deemed to be given upon
completion of the transmission of the message to the number given to the
Corporation by the director and receipt of a completed answer-back indicating
receipt. Neither the business to be transacted at, nor the purpose of, any
annual, regular or special meeting of the Board of Directors need be stated
in the notice, unless specifically required by statute or these Bylaws.
3.6 QUORUM. A majority of the directors shall constitute a quorum for
transaction of business at any meeting of the Board of Directors, provided
that, if less than a majority of such directors are present at said meeting,
a majority of the directors present may adjourn the meeting
-7-
from time to time without further notice, and provided further that if,
pursuant to the charter of the Corporation or these Bylaws, the vote of a
majority of a particular group of directors is required for action, a quorum
must also include a majority of such group. The Board of Directors present
at a meeting which has been duly called and convened may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
directors to leave less than a quorum.
3.7 VOTING. The action of the majority of the directors present at a
meeting at which a quorum is present shall be the action of the Board of
Directors, unless the concurrence of a greater proportion is required for
such action by applicable statute.
3.8 TELEPHONE MEETINGS. Directors may participate in a meeting by
means of a conference telephone or similar communications equipment if all
persons participating in the meeting can hear each other at the same time.
Participation in a meeting by these means shall constitute presence in person
at the meeting.
3.9 INFORMAL ACTION BY DIRECTORS. Any action required or permitted to
be taken at any meeting of the Board of Directors may be taken without a
meeting, if a consent in writing to such action is signed by each director
and such written consent is filed with the minutes of proceedings of the
Board of Directors.
3.10 VACANCIES. If for any reason any or all the directors cease to be
directors, such event shall not terminate the Corporation or affect these
Bylaws or the powers of the remaining directors hereunder (even if fewer than
three directors remain). Subject to the rights of the holders of shares of
any class or series of stock then outstanding, any vacancy on the Board of
Directors for any cause other than an increase in the number of directors
shall be filled by a majority of the remaining directors, although such
majority is less than a quorum. Subject to the rights of the holders of
shares of any class or series of stock then outstanding, any vacancy in the
number of directors created by an increase in the number of directors may be
filled by a majority vote of the entire Board of Directors. Except as
otherwise provided in any Articles Supplementary, Articles of Amendment, or
Articles of Amendment and Restatement with respect to any class or series of
stock then outstanding, any individual so elected as director shall hold
office until the next annual meeting of stockholders and until his successor
is elected and qualifies.
3.11 COMPENSATION. Directors shall not receive any stated salary for
their services as directors (including services on committees of the Board
of Directors) but, by resolution of the Board of Directors, may receive
fixed sums (which may be payable in cash or securities of the Corporation)
per year and/or per meeting and/or per visit to real property or other
facilities owned or leased by the Corporation and for any service or
activity they performed or engaged in as directors (including services on
committees of the Board of Directors). Directors may be reimbursed for
expenses of attendance, if any, at each annual, regular or special meeting
of the Board of Directors or of any committee thereof and for their
expenses, if any, in connection with each property visit and any other
service or activity they performed or engaged in as directors; but nothing
herein contained
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shall be construed to preclude any directors from serving the Corporation in
any other capacity and receiving compensation therefor.
3.12 LOSS OF DEPOSITS. No director shall be liable for any loss which
may occur by reason of the failure of the bank, trust company, savings and
loan association, or other institution with whom moneys or stock have been
deposited.
3.13 SURETY BONDS. Unless required by law, no director shall be
obligated to give any bond or surety or other security for the performance of
any of his duties.
3.14 RELIANCE. Each director, officer, employee and agent of the
Corporation shall, in the performance of his duties with respect to the
Corporation, be fully justified and protected with regard to any act or
failure to act in reliance in good faith upon the books of account or other
records of the Corporation, upon an opinion of counsel or upon reports made
to the Corporation by any of its officers or employees or by the adviser,
accountants, appraisers or other experts or consultants selected by the Board
of Directors or officers of the Corporation, regardless of whether such
counsel or expert may also be a director.
3.15 CERTAIN RIGHTS OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. The
directors shall have no responsibility to devote their full time to the
affairs of the Corporation. Except as otherwise set forth in any policy duly
adopted by the Board of Directors (which may be amended from time to time
after adoption by the Board), any director, officer, employee or agent of the
Corporation, in his personal capacity or in a capacity as an affiliate,
employee or agent of any other person, or otherwise, may have business
interests and engage in business activities similar to or in addition to or
in competition with those of or relating to the Corporation.
ARTICLE 4
COMMITTEES
4.1 NUMBER AND TENURE. The Board of Directors may appoint from among
its members an Executive Committee, an Audit Committee, a Compensation
Committee and other committees, composed of one or more directors, to serve
at the pleasure of the Board of Directors.
4.2 POWERS. The Board of Directors may delegate to committees
appointed under Section 4.1 any of the powers of the Board of Directors,
except as prohibited by law.
4.3 MEETINGS. Notice of committee meetings shall be given in the same
manner as notice for special meetings of the Board of Directors. A majority
of the members of the committee shall constitute a quorum for the transaction
of business at any meeting of the committee. The act of a majority of the
committee members present at a meeting shall be the act of such committee.
The Board of Directors may designate a chairman of any committee, and such
chairman or any two members of any committee may fix the time and place of
its meeting unless the Board shall otherwise provide. Each committee shall
keep minutes of its proceedings.
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4.4 TELEPHONE MEETINGS. Members of a committee of the Board of
Directors may participate in a meeting by means of a conference telephone or
similar communications equipment if all persons participating in the meeting
can hear each other at the same time. Participation in a meeting by these
means shall constitute presence in person at the meeting.
4.5 INFORMAL ACTION BY COMMITTEES. Any action required or permitted
to be taken at any meeting of a committee of the Board of Directors may be
taken without a meeting, if a consent in writing to such action is signed by
each member of the committee and such written consent is filed with the
minutes of proceedings of such committee.
4.6 VACANCIES. The Board of Directors shall have the power at any
time to change the membership of any committee, to fill all vacancies, to
designate alternate members to replace any absent or disqualified member or
to dissolve any such committee.
ARTICLE 5
OFFICERS
5.1 GENERAL PROVISIONS. The officers of the Corporation shall include
a chief executive officer, a president, a secretary and a treasurer and may
include a chairman of the board, a vice chairman of the board, a chief
financial officer, one or more vice presidents, a chief operating officer,
one or more assistant secretaries and one or more assistant treasurers. In
addition, the Board of Directors may from time to time appoint such other
officers with such powers and duties as they shall deem necessary or
desirable. The officers of the Corporation shall be elected annually by the
Board of Directors at the first meeting of the Board of Directors held after
each annual meeting of stockholders, except that the chairman of the board,
if there be one, or president, if there is no chairman of the board, may
appoint one or more vice presidents, assistant secretaries and assistant
treasurers. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as may be convenient. Each
officer shall hold office until his successor is elected and qualifies or
until his death, resignation or removal in the manner hereinafter provided.
Any two or more offices except president and vice president may be held by
the same person. In its discretion, the Board of Directors may leave
unfilled on a permanent or temporary basis any office except that of chief
executive officer, president, treasurer and secretary. Election of an
officer or agent shall not of itself create contract rights between the
Corporation and such officer or agent.
5.2 REMOVAL AND RESIGNATION. Any officer or agent of the Corporation
may be removed by the Board of Directors if in its judgment the best
interests of the Corporation would be served thereby, but such removal shall
be without prejudice to the contract rights, if any, of the person so
removed. Any officer of the Corporation may resign at any time by giving
written notice of his resignation to the Board of Directors, the chairman of
the board, if there be one, the president or the secretary. Any resignation
shall take effect at any time subsequent to the time specified therein or, if
the time when it shall become effective is not specified therein, immediately
upon its receipt. The acceptance of a resignation shall not be necessary to
make it effective unless otherwise stated in the
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resignation. Such resignation shall be without prejudice to the contract
rights, if any, of the Corporation.
5.3 VACANCIES. A vacancy in any office may be filled by the Board of
Directors for the balance of the term.
5.4 CHAIRMAN OF THE BOARD. The chairman of the board, if such an
officer be elected, shall, if present, preside at all meetings of the
stockholders and at all meetings of the Board of Directors and exercise and
perform such other powers and duties as may be from time to time be assigned
to such person by the Board of Directors or prescribed by the Bylaws. The
chairman of the board shall in addition be the chief executive officer of the
Corporation and shall have the powers and duties prescribed in Section 5.6,
unless the president has been so designated the chief executive officer.
5.5 PRESIDENT. In the absence of the chairman of the board, or if
there be none, the president shall preside at all meetings of the
stockholders and at all meetings of the Board of Directors. The president
shall have the responsibilities and duties as set forth by the Board of
Directors or the chairman of the board (if there be one and if the chairman
of the board is the chief executive officer). If there is a chairman of the
board, the president may be the chief executive officer of the Corporation,
if so designated by the Board of Directors. If there is no chairman of the
board, the president shall be the chief executive officer.
5.6 CHIEF EXECUTIVE OFFICER. The chief executive officer, subject to
the control of the Board of Directors, shall have general supervision,
direction and control of the business and other officers of the Corporation.
The chief executive officer may execute any deed, mortgage, bond, contract or
other instrument, except as otherwise required by law or in cases where the
execution thereof shall be expressly delegated by the Board of Directors or
by these Bylaws to some other officer or agent of the Corporation.
5.7 CHIEF FINANCIAL OFFICER. The chief financial officer, if such an
officer is elected,shall have the responsibilities and duties as set forth by
the Board of Directors, the chairman of the board, if there be one, or the
president.
5.8 CHIEF OPERATING OFFICER. The Board of Directors may designate a
chief operating officer. The chief operating officer shall have the
responsibilities and duties as set forth by the Board of Directors, the
chairman of the board, if there be one, or the president.
5.9 VICE PRESIDENTS. In the absence of the president or in the event
of a vacancy in such office, the vice president (or in the event there be
more than one vice president, the vice presidents in the order designated at
the time of their election or, in the absence of any designation, then in the
order of their election) shall perform the duties of the president and when
so acting shall have all the powers of and be subject to all the restrictions
upon the president; and shall perform such other duties as from time to time
may be assigned to him by the Board of Directors, the chairman of the
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board, if there be one, or the president. The Board of Directors may
designate one or more vice presidents as executive vice president or as vice
president for particular areas of responsibility.
5.10 SECRETARY. The secretary shall: (a) keep the minutes of the
proceedings of the stockholders, the Board of Directors and committees of the
Board of Directors in one or more books provided for that purpose; (b)
provide that all notices are duly given in accordance with the provisions of
these Bylaws or as required by law; (c) be custodian of the corporate records
and of the seal of the Corporation; (d) keep a register, or cause the
Corporation's transfer agent to keep a record, of the post office address of
each stockholder which shall be furnished to the secretary or transfer agent
by such stockholder; (e) have general charge, or cause the Corporation's
transfer agent to have general charge, of the share transfer books of the
Corporation; and (f) in general perform such other duties as from time to
time may be assigned to him by the Board of Directors, the chairman of the
board, if there be one, or the president.
5.11 TREASURER. The treasurer shall have the custody of the funds and
securities of the Corporation and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit
of the Corporation in such depositories as may be designated by the Board of
Directors. In the absence of a designation of a chief financial officer by
the Board of Directors, the treasurer shall be the chief financial officer of
the Corporation.
The treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to chairman of the board, if there be one,
the president and Board of Directors, at the regular meetings of the Board of
Directors or whenever the chairman of the board, president or Board of
Directors may so require, an account of all the treasurer's transactions and
of the financial condition of the Corporation.
If required by the Board of Directors, the chairman of the board, if
there be one, or the president, the treasurer shall give the Corporation a
bond in such sum and with such surety or sureties as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of the
office of treasurer and for the restoration to the Corporation, in case of
the treasurer's death, resignation, retirement or removal from office, of all
books, papers, vouchers, moneys and other property of whatever kind in the
treasurer's possession or under the treasurer's control belonging to the
Corporation.
5.12 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant
secretaries and assistant treasurers, in general, shall perform such duties
as shall be assigned to them by the secretary or treasurer, respectively, or
by the chairman of the board, if there be one, the president or the Board of
Directors. The assistant treasurers shall, if required by the Board of
Directors, the chairman of the board, if there be one, or the president, give
bonds for the faithful performance of their duties in such sums and with such
surety or sureties as shall be satisfactory to the Board of Directors,
chairman of the board or president.
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5.13 SALARIES. The salaries and other compensation of the officers
shall be fixed from time to time by the Board of Directors and no officer
shall be prevented from receiving such salary or other compensation by reason
of the fact that such officer is also a director.
ARTICLE 6
CONTRACTS, LOANS, CHECKS AND DEPOSITS
6.1 CONTRACTS. The Board of Directors may authorize any officer or
agent to enter into any contract or to execute and deliver any instrument in
the name of and on behalf of the Corporation and such authority may be
general or confined to specific instances. Any agreement, deed, mortgage,
lease or other document executed by one or more of the directors or by an
authorized person shall be valid and binding upon the Board of Directors and
upon the Corporation when authorized or ratified by action of the Board of
Directors.
6.2 CHECKS AND DRAFTS. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name
of the Corporation shall be signed by such officer or agent of the
Corporation in such manner as shall from time to time be determined by the
Board of Directors.
6.3 DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors may
designate.
ARTICLE 7
STOCK
7.1 CERTIFICATES. A certificate or certificates representing the
number of shares of each class of stock held by each stockholder shall be
issued and transferred in accordance with these Bylaws; provided, however,
that the Corporation may elect to issue shares of stock to any stockholder in
uncertificated form unless a stockholder requests that the Corporation issue
certificates which represent and certify such shares to such stockholder. If
shares of any class of stock held by a stockholder are issued by the
Corporation in uncertificated form, the Corporation shall provide such
stockholder with a written statement which contains the information required
under applicable law, including the information required under Section 2-211
of the Maryland General Corporation Law and the Maryland Uniform Commercial
Code, if applicable. Each certificate representing shares of stock of the
Corporation shall be signed by the chairman of the board, if there be one,
the president or a vice president and countersigned by the secretary or an
assistant secretary or the treasurer or an assistant treasurer and may be
sealed with the actual corporate seal, if any, of the Corporation or a
facsimile of it or in any other form. The signatures may be either manual or
facsimile. Certificates shall be consecutively numbered; and if the
Corporation shall, from time to time, issue several classes of stock, each
class may have its own number series. A certificate is valid and may be
issued whether or not an officer who signed it is still an officer when it is
issued. Each certificate representing shares which are restricted as to
their
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transferability or voting powers, which are preferred or limited as to their
dividends or as to their allocable portion of the assets upon liquidation or
which are redeemable at the option of the Corporation, shall have a statement
of such restriction, limitation, preference or redemption provision, or a
summary thereof, plainly stated on the certificate. If the Corporation has
authority to issue stock of more than one class, the certificate shall
contain on the face or back a full statement or summary of the designations
and any preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends and other distributions,
qualifications and terms and conditions of redemption of each class of stock
and, if the Corporation is authorized to issue any preferred or special class
in series, the differences in the relative rights and preferences between the
shares of each series to the extent they have been set and the authority of
the Board of Directors to set the relative rights and preferences of
subsequent series. In lieu of such statement or summary, the certificate may
state that the Corporation will furnish a full statement of such information
to any stockholder upon request and without charge. If any class of stock is
restricted by the Corporation as to transferability, the certificate shall
contain a full statement of the restriction or state that the Corporation
will furnish information about the restrictions to the stockholder on request
and without charge.
7.2 TRANSFERS. Upon surrender to the Corporation or the transfer
agent of the Corporation of a stock certificate duly endorsed or accompanied
by proper evidence of succession, assignment or authority to transfer, the
Corporation shall issue an initial transaction statement or a new certificate
to the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
The Corporation shall be entitled to treat the holder of record of any
share of stock as the holder in fact thereof and, accordingly, shall not be
bound to recognize any equitable or other claim to or interest in such share
or on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of the State
of Maryland.
Notwithstanding the foregoing, transfers of shares of any class of stock
will be subject in all respects to the charter of the Corporation and all of
the terms and conditions contained therein.
7.3 REPLACEMENT CERTIFICATES. Any officer designated by the Board of
Directors may direct a new certificate to be issued in place of any
certificate previously issued by the Corporation alleged to have been lost,
stolen or destroyed upon the making of an affidavit of that fact by the
person claiming the certificate to be lost, stolen or destroyed. When
authorizing the issuance of a new certificate, an officer designated by the
Board of Directors may, in such officer's discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or the owner's legal representative to advertise the
same in such manner as such officer shall require and/or to give bond, with
sufficient surety, to the Corporation to indemnify it against any loss or
claim which may arise as a result of the issuance of a new certificate.
7.4 CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board of
Directors may set, in advance, a record date for the purpose of determining
stockholders entitled to notice of or to
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vote at any meeting of stockholders or determining stockholders entitled to
receive payment of any dividend or the allotment of any other rights, or in
order to make a determination of stockholders for any other proper purpose.
Such date, in any case, shall not be prior to the close of business on the
day the record date is fixed and shall be not more than 90 days and, in the
case of a meeting of stockholders, not less than ten days, before the date on
which the meeting or particular action requiring such determination of
stockholders of record is to be held or taken.
In lieu of fixing a record date, the Board of Directors may provide that
the stock transfer books shall be closed for a stated period but not longer
than 20 days. If the stock transfer books are closed for the purpose of
determining stockholders entitled to notice of or to vote at a meeting of
stockholders, such books shall be closed for at least ten days before the
date of such meeting.
If no record date is fixed and the stock transfer books are not closed
for the determination of stockholders, (a) the record date for the
determination of stockholders entitled to notice of or to vote at a meeting
of stockholders shall be at the close of business on the day on which the
notice of meeting is mailed or the 30th day before the meeting, whichever is
the closer date to the meeting and (b) the record date for the determination
of stockholders entitled to receive payment of a dividend or an allotment of
any other rights shall be the close of business on the day on which the
resolution of the directors, declaring the dividend or allotment of rights,
is adopted.
When a determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this Section 7.4, such
determination shall apply to any adjournment thereof, except when (i) the
determination has been made through the closing of the transfer books and the
stated period of closing has expired or (ii) the meeting is adjourned to a
date more than 120 days after the record date fixed for the original meeting,
in either of which case a new record date shall be determined as set forth
herein.
7.5 STOCK LEDGER. The Corporation shall maintain at its principal
office or at the office of its counsel, accountants or transfer agent, an
original or duplicate share ledger containing the name and address of each
stockholder and the number of shares of each class held by such stockholder.
7.6 FRACTIONAL STOCK; ISSUANCE OF UNITS. The Board of Directors may
issue fractional stock or provide for the issuance of scrip, all on such
terms and under such conditions as they may determine. Notwithstanding any
other provision of the Corporation's charter or these Bylaws, the Board of
Directors may issue units consisting of different securities of the
Corporation. Any security issued in a unit shall have the same
characteristics as any identical securities issued by the Corporation, except
that the Board of Directors may provide that for a specified period
securities of the Corporation issued in such unit may be transferred on the
books of the Corporation only in such unit.
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ARTICLE 8
ACCOUNTING YEAR
The Board of Directors shall have the power, from time to time, to fix
the fiscal year of the Corporation by a duly adopted resolution.
ARTICLE 9
DISTRIBUTIONS
9.1 AUTHORIZATION. Dividends and other distributions upon the stock
of the Corporation may be authorized and declared by the Board of Directors,
subject to the provisions of law and the charter of the Corporation.
Dividends and other distributions may be paid in cash, property or stock of
the Corporation, subject to the provisions of law and the charter.
9.2 CONTINGENCIES. Before payment of any dividends or other
distributions, there may be set aside out of any assets of the Corporation
available for dividends or other distributions such sum or sums as the Board
of Directors may from time to time, in its absolute discretion, determine to
be proper as a reserve fund for contingencies, for equalizing dividends or
other distributions, for repairing or maintaining any property of the
Corporation or for such other purpose as the Board of Directors shall
determine to be in the best interest of the Corporation, and the Board of
Directors may modify or abolish any such reserve in the manner in which it
was created.
ARTICLE 10
INVESTMENT POLICY
Subject to the provisions of the charter of the Corporation, the Board
of Directors may from time to time adopt, amend, revise or terminate any
policy or policies with respect to investments by the Corporation as it shall
deem appropriate in its sole discretion.
ARTICLE 11
SEAL
11.1 SEAL. The Board of Directors may authorize the adoption of a seal
for use by the Corporation. The seal shall contain the name of the
Corporation and the year of its incorporation and the words "Incorporated
Maryland." The Board of Directors may authorize one or more duplicate seals
and provide for the custody thereof.
11.2 AFFIXING SEAL. Whenever the Corporation is permitted or required
to affix its seal to a document, it shall be sufficient to meet the
requirements of any law, rule or regulation relating to a seal to place the
word "(SEAL)" adjacent to the signature of the person authorized to execute
the document on behalf of the Corporation.
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ARTICLE 12
INDEMNIFICATION AND ADVANCES FOR EXPENSES
To the maximum extent permitted by Maryland law in effect from time to
time, the Corporation, without requiring a preliminary determination of the
ultimate entitlement to indemnification, shall indemnify and shall pay or
reimburse reasonable expenses (including court costs, attorneys' fees and
related disbursements) in advance of final disposition of a proceeding to (a)
any individual who is a present or former director or officer of the
Corporation and who is made a party to the proceeding by reason of such
individual's service in that capacity or (b) any individual who, while a
director of the Corporation and at the request of the Corporation, serves or
has served another corporation, partnership, joint venture, trust, employee
benefit plan or any other enterprise as a director, officer, partner or
trustee of such corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise and who is made a party to the proceeding by
reason of such individual's service in that capacity. The Corporation may,
with the approval of its Board of Directors, provide such indemnification and
advance for expenses to a person who served a predecessor of the Corporation
in any of the capacities described in (a) or (b) above and to any employee or
agent of the Corporation or a predecessor of the Corporation.
Neither the amendment nor repeal of this Article 12, nor the adoption or
amendment of any other provision of the Bylaws or the charter of the
Corporation inconsistent with this Article 12, shall apply to or affect in
any respect the applicability of the preceding paragraph with respect to any
act or failure to act which occurred prior to such amendment, repeal or
adoption.
Notwithstanding any amendment or repeal of this Article 12, upon the
prior approval of the Board of Directors, the Corporation may enter into
contracts with any or all of its directors and officers and with other
parties regarding indemnification and advancement of expenses.
ARTICLE 13
WAIVER OF NOTICE
Whenever any notice is required to be given pursuant to the charter of
the Corporation or these Bylaws or pursuant to applicable law, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent
to the giving of such notice. Neither the business to be transacted at nor
the purpose of any meeting need be set forth in the waiver of notice, unless
specifically required by statute. The attendance of any person at any
meeting shall constitute a waiver of notice of such meeting, except where
such person attends a meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
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ARTICLE 14
AMENDMENT OF BYLAWS
Except as otherwise provided herein, the Board of Directors shall have
the exclusive power to adopt, alter or repeal any provision of these Bylaws,
to adopt additional Bylaws and to amend and restate these Bylaws.
The foregoing are certified as the Bylaws of the Corporation adopted by
the Board of Directors as of May 15, 1998.
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