Exhibit 3(ii)
Bylaws of Kimco Realty Corporation,
a Maryland corporation, as amended on
February 1, 2005
ARTICLE I
OFFICES
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Section 1. Principal Office. The principal executive offices of Kimco
Realty Corporation (the "Corporation") shall be located at such place or places
as the Board of Directors may designate.
Section 2. Additional Offices. The Corporation may also have additional
offices at such other places as the Board of Directors may from time to time
determine or the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
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Section 1. Place. Meetings of stockholders shall be held at any place
designated by the Board of Directors. In the absence of any such designation,
stockholders' meetings shall be held at the principal executive office of the
Corporation.
Section 2. Annual Meeting. The annual meeting of stockholders shall be
held each year on a date and at a time designated by the Board of Directors and
during the month of May in each year. At each annual meeting, directors shall be
elected and any other proper business may be transacted.
Section 3. Quorum. A majority of the stock issued and outstanding and
entitled to vote at any meeting of stockholders, the holders of which are
present in person or represented by proxy, shall constitute a quorum for the
transaction of business, except as otherwise provided by law, the charter or
these Bylaws. A quorum, once established, shall not be broken by the withdrawal
of enough votes to leave less than a quorum and the votes present may continue
to transact business until adjournment. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, a majority of the
voting stock represented in person or by proxy may adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted that might have
been transacted at the meeting as originally notified. If the adjournment is for
more than thirty 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 of record entitled to vote thereat.
Section 4. Voting. When a quorum is present at any meeting, the vote of
the holders of a majority of the stock having voting power present, represented
in person or by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of law, the charter
or these Bylaws, a different vote is required, in which case such express
provision shall govern and control the decision of such question.
Section 5. Proxies. A stockholder may cast the votes entitled to be
cast by the shares of stock owned of record by the stockholder in person or by
proxy executed by the stockholder or by the stockholder's duly authorized agent
in any manner permitted by law. Such proxy or evidence of authorization of such
proxy shall be filed with the Secretary of the Corporation before or at the
meeting. No proxy shall be valid more than 11 months after its date unless
otherwise provided in the proxy. Each stockholder shall have one vote for each
share of stock having voting power, registered in his name on the books of the
Corporation on the record date set by the Board of Directors as provided in
Article V, Section 6 hereof. All elections of directors shall be by a plurality
vote of the stockholders entitled to vote at such meeting of stockholders.
Section 6. Special Meetings. Special meetings of the stockholders, for
any purpose, or purposes, unless otherwise prescribed by statute or by the
charter, may be called by the President and shall be called by the President or
the Secretary at the request in writing of a majority of the Board of Directors,
or at the request in writing of stockholders owning not less than twenty five
percent (25%) of the authorized shares of the Corporation issued and
outstanding, and entitled to vote. Such request shall state the purpose or
purposes of the proposed 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 (12) months
unless such meeting is requested by stockholders entitled to cast a majority of
all votes entitled to be cast as such meeting. Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in the
notice.
Section 7. Notice. Not less than ten nor more than 60 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, by presenting it to such stockholder personally, by leaving it at the
stockholder's residence or usual place of business or by any other means
permitted by Maryland law. If mailed, such notice shall be deemed to be given
when deposited in the United States mail addressed to the stockholder at the
stockholder's address as it appears on the records of the Corporation, with
postage thereon prepaid.
Section 8. Organization and Conduct. Every meeting of stockholders
shall be conducted by an individual appointed by the Board of Directors to be
chairman of the meeting or, in the absence of such appointment, by the Chairman
of the Board or, in the case of a vacancy in the office or absence of the
Chairman of the Board, by one of the following officers present at the meeting:
the Vice Chairman of the Board, if there be one, the President, the Vice
Presidents in their order of rank and seniority, or, in the absence of such
officers, a chairman chosen by the stockholders by the vote of a majority of the
votes cast by stockholders present in person or by proxy. The Secretary, or, in
the Secretary's absence, an Assistant Secretary, or in the absence of both the
Secretary and Assistant Secretaries, a person appointed by the Board of
Directors or, in the absence of such appointment, a person appointed by the
chairman of the meeting shall act as
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Secretary. In the event that the Secretary presides at a meeting of the
stockholders, an Assistant Secretary shall record the minutes of the meeting.
The order of business and all other matters of procedure at any meeting of
stockholders shall be determined by the chairman of the meeting. The chairman of
the meeting may prescribe such rules, regulations and procedures and take such
action as, in the discretion of such chairman, are appropriate for the proper
conduct of the meeting, including, without limitation, (a) restricting admission
to the time set for the commencement of the meeting; (b) limiting attendance at
the meeting to stockholders of record of the Corporation, their duly authorized
proxies or other such persons as the chairman of the meeting may determine; (c)
limiting participation at the meeting on any matter to stockholders of record of
the Corporation entitled to vote on such matter, their duly authorized proxies
or other such persons as the chairman of the meeting may determine; (d) limiting
the time allotted to questions or comments by participants; (e) maintaining
order and security at the meeting; (f) removing any stockholder or any other
person who refuses to comply with meeting procedures, rules or guidelines as set
forth by the chairman of the meeting; and (g) recessing or adjourning the
meeting to a later date and time and place announced at the meeting. Unless
otherwise determined by the chairman of the meeting, meetings of stockholders
shall not be required to be held in accordance with the rules of parliamentary
procedure.
Section 9. Action by Written Consent. Any action required or permitted
to be taken at a meeting of stockholders may be taken without a meeting if a
consent in writing, setting forth such action, is signed by each stockholder
entitled to vote the matter and any other stockholder entitled to notice of a
meeting of stockholders (but not to vote thereat) has waived in writing any
right to dissent from such action, and such consent and waiver are filed with
the minutes of the proceedings of the stockholders.
Section 10. Notwithstanding any other provision of the Charter of the
Corporation or these Bylaws, Title 3, Subtitle 7 of the Maryland General
Corporation Law, or any successor statute (the "MGCL"), shall not apply to any
acquisition by any person of shares of stock of the Corporation. This section
may be repealed, in whole or in part, any time, whether before an acquisition of
control shares and, upon such repeal, may, to the extent provided by any
successor bylaw, apply to any prior or subsequent control share acquisition.
ARTICLE III
DIRECTORS
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Section 1. Number, Qualification. The number of directors which shall
constitute the whole Board of Directors shall be not less than three (3) nor
more than fifteen (15). The number of directors of the Corporation may be
changed by majority vote of the Board of Directors. The directors need not be
stockholders. A director shall be an individual at least 21 years of age who is
not under legal disability.
Section 2. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 3 of this Article, and each director
elected shall hold office for a term of one (1) year and until his successor is
elected and qualified; provided, however, that unless otherwise restricted by
the charter or by law, any director or the entire Board of Directors may be
removed, either with or without cause, from the Board of Directors at any
meeting of stockholders by a majority of the stock represented and entitled to
vote thereat.
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Section 3. Vacancies on the Board of Directors by reason of death,
resignation, retirement, disqualification, removal from office, or otherwise,
and newly created directorships resulting from any increase in the authorized
number of directors may be filled by a majority of the directors then in office,
although less than a quorum, or by a sole remaining director. The directors so
chosen shall hold office until the next annual election of directors and until
their successors are duly elected and shall qualify, unless sooner displaced. If
there are no directors in office, then an election of directors may be held in
the manner provided by statute.
Section 4. The property and business of the Corporation shall be
managed by or under the direction of its Board of Directors. In addition to the
powers and authorities by these Bylaws expressly conferred upon them, the Board
of Directors may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute, the charter or these Bylaws
directed or required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
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Section 5. The directors may hold their meetings and have one or more
offices, and keep the books of the Corporation outside of the State of Maryland.
Section 6. Regular meetings of the Board of Directors may be hold
without notice at such time and place as shall from time to time be determined
by the Board of Directors.
Section 7. Special meetings of the Board of Directors may be called by
or at the request of the Chairman of the Board, the Chief Executive Officer, the
President or at least two of the directors then in office. The person or persons
authorized to call special meetings of the Board of Directors may fix any place
as the place for holding any special meeting of the Board of Directors called by
them. The Board of Directors may provide, by resolution, the time and place for
the holding of special meetings of the Board of Directors without other notice
of such resolution.
Section 8. Notice of any special meeting of the Board of Directors
shall be delivered personally or by telephone, electronic mail, facsimile
transmission, United States mail or courier to each director at his or her
business or residence address. Notice by personal delivery, telephone,
electronic mail or facsimile transmission shall be given at least 24 hours prior
to the meeting. Notice by United States mail shall be given at least three days
prior to the meeting. Notice by courier shall be given at least two days prior
to the meeting. Telephone notice shall be deemed to be given when the director
or his or her agent is personally given such notice in a telephone call to which
the director or his or her agent is a party. Electronic mail notice shall be
deemed to be given upon transmission of the message to the electronic mail
address given to the Corporation by the director. 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. Notice by United States mail shall be
deemed to be given when deposited in the United States mail properly addressed,
with postage thereon prepaid. Notice by courier shall be deemed to be given when
deposited with or delivered to a courier properly addressed. 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.
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Section 9. At all meetings of the Board of Directors a majority of the
authorized number of directors shall be necessary and sufficient to constitute a
quorum for the transaction of business, and the vote of a majority of the
directors present at any meeting at which there is a quorum, shall be the act of
the Board of Directors, except as may be otherwise specifically provided by
statute, the charter or these Bylaws. If a quorum shall not be present at any
meeting of the Board of Directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present. If only one director is authorized,
such sole director shall constitute a quorum.
Section 10. Unless otherwise restricted by the charter or these Bylaws,
any action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting, if all
members of the Board of Directors or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors or committee.
Section 11. Unless otherwise restricted by the charter or these Bylaws,
members of the Board of Directors, or any committee designated by the Board of
Directors, may participate in a meeting of the Board of Directors, or any
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 such participation in a meeting shall constitute presence in person at such
meeting.
COMMITTEES OF DIRECTORS
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Section 12. The Board of Directors may, by resolution passed by a
majority of the whole Board of Directors, designate one or more committees, each
such committee to consist of one or more of the directors of the Corporation.
The Board of Directors may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the 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 member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors,
shall have and may exercise all the powers and authority of the Board of
Directors 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; but no such committee shall have the power or authority in reference
to amending the charter, (except that a committee may, to the extent authorized
in the resolution or resolutions providing for the issuance of shares of stock
adopted by the Board of Directors, fix the designations and any of the
preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the Corporation or the conversion
into, or the exchange of such shares for, shares of any other class or classes
or any other series of the same or any other class or classes of stock of the
Corporation of fix the number of shares of any series of stock or authorize the
increase or decrease of the shares of any series), adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and assets,
recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending these Bylaws; and, unless the
resolution or the charter expressly so provides, no such committee shall have
the power or authority to declare a dividend, to authorize the issuance of stock
or to adopt a certificate of ownership and merger.
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Section 13. Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.
COMPENSATION OF DIRECTORS
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Section 14. Unless otherwise restricted by the charter or these Bylaws,
the Board of Directors shall have the authority to fix the compensation of
directors, provided, however, that no officer of the Corporation shall receive
any compensation for serving as a director of the Corporation. The directors who
are not officers of the Corporation shall be paid their expenses, if any, and a
fixed sum for their attendance at each meeting of the Board of Directors and
each committee meeting. No such payment shall preclude any director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation for
attending committee meetings.
INDEMNIFICATION
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Section 15. 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 to (a) any individual who is a
present or former director or officer of the Corporation and who is made a party
to the proceeding by reason of his service in that capacity or (b) any
individual who, while a director of the Corporation and at the request of the
Corporation, serves or has served another corporation, partnership, joint
venture, trust, employee benefit plan or any other enterprise as a director,
officer, partner or trustee of such corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise and who is made a party to the
proceeding by reason of his service in that capacity. The Corporation may, with
the approval of its board of directors, provide such indemnification 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 Section, nor the adoption or
amendment of any other provision of the Bylaws or charter of the Corporation
inconsistent with this Section, 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.
TRANSACTIONS WITH INTERESTED DIRECTORS
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Section 16. No transaction between the Corporation and one or more of
its directors, or between the Corporation and any other corporation, firm,
association or other entity in which one or more of its directors are directors
or officers or this Corporation or are financially interested ("Interested
Directors"), shall be either void or voidable for this reason alone, provided
that such transaction shall be approved in a manner consistent with Section
2-419 of the MGCL.
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Section 17. The Corporation shall not enter into any transactions or
agreements with KC Holdings, Inc., a Delaware corporation except pursuant to the
Management Agreement and Option Agreement, each dated as of November 21, 1991
between the Corporation and KC Holdings, Inc., unless any such transaction is
approved by a majority of the directors of the Corporation who are neither
employees of the Corporation or any subsidiary of the Corporation ("Independent
Directors").
ARTICLE IV
OFFICERS
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Section 1. The officers of this corporation shall be chosen by the
Board of Directors and shall include a President and a Secretary. The
Corporation may also have at the discretion of the Board of Directors such other
officers as are desired, including a Chairman of the Board of Directors, one or
more Vice Presidents, a Treasurer, one or more Assistant Secretaries and
Assistant Treasurers, and such other officers as may be appointed in accordance
with the provisions of Section 3 of this Article IV. In the event there are two
or more Vice Presidents, then one or more may be designated as Executive Vice
President, Senior Vice President, or other similar or dissimilar title. At the
time of the election of officers, the directors may by resolution determine the
order of their rank. Any number of offices may be held by the same person,
unless the Certificate of Incorporation or these Bylaws otherwise provide.
Section 2. The Board of Directors, at its first meeting after each
annual meeting of stockholders, shall choose the officers of the Corporation.
Section 3. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board.
Section 4. The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors.
Section 5. The officers of the Corporation shall hold office until
their successors are chosen and qualify in their stead. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors. If the office of any
officer or officers becomes vacant for any reason, the vacancy shall be filled
by the Board of Directors.
CHAIRMAN OF THE BOARD OF DIRECTORS
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Section 6. The Chairman of the Board of Directors, if such an officer
be elected, shall, if present, preside at all meetings of the Board of Directors
and exercise and perform such other powers and duties as may be from time to
time assigned to him by the Board of Directors or prescribed by these Bylaws. If
there is no President, the Chairman of the Board of Directors shall in addition
be the Chief Executive Officer of the Corporation and shall have the powers and
duties prescribed in Section 7 of this Article IV.
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PRESIDENT
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Section 7. Subject to such supervisory powers, if any, as may be given
by the Board of Directors to the Chairman of the Board of Directors, if there be
such an officer, the President shall be the Chief Executive Officer of the
Corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and officers of the
Corporation. He shall preside at all meetings of the stockholders and, in the
absence of the Chairman of the Board of Directors, or if there be none, at all
meetings of the Board of Directors. He shall have the general powers and duties
of management usually vested in the office of president and chief executive
officer of corporations, and shall have such other powers and duties as may be
prescribed by the Board of Directors or these Bylaws.
VICE PRESIDENTS
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Section 8. In the absence or disability of the President, the Vice
Presidents in order of their rank as fixed by the Board of Directors, or if not
ranked, the Vice President designated by the Board of Directors, shall perform
all 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. The Vice Presidents
shall have such other duties as from time to time may be prescribed for them,
respectively, by the Board of Directors.
SECRETARY AND ASSISTANT SECRETARY
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Section 9. The Secretary shall attend all sessions of the Board of
Directors and all meetings of the stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose; and shall
perform like duties for the standing committees when required by the Board of
Directors. The Secretary shall give, or cause to be given, notice of all
meetings of the stockholders and of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or these
Bylaws. He shall keep in safe custody the seal of the Corporation, and when
authorized by the Board, affix the same to any instrument requiring it, and when
so affixed it shall be attested by his signature or by the signature of an
Assistant Secretary. The Board of Directors may give general authority to any
other officer to affix the seal of the Corporation and to attest to the affixing
by his signature.
Section 10. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, or if
there be no such determination, the Assistant Secretary designated by the Board
of Directors, shall, in the absence or disability of the Secretary, perform the
duties and exercise the powers of the Secretary and shall, perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.
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TREASURER AND ASSISTANT TREASURER
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Section 11. The Treasurer shall have the custody of the corporate funds
and securities 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. He 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 the Board of Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all his transactions as Treasurer and of
the financial condition of the Corporation. If required by the Board of
Directors, he 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 his office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the Corporation.
Section 12. The Assistant Treasurer, or if there shall be more than
one, the Assistant Treasurers in the order determined by the Board of Directors,
or if there be no such determination, the Assistant Treasurer designated by the
Board of Directors, shall, in the absence or disability of the Treasurer,
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.
ARTICLE V
CERTIFICATES OF STOCK
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Section 1. Except as otherwise provided in these Bylaws, this Section shall not
be interpreted to limit the authority of the Board of Directors to issue some or
all of the shares of any or all of its classes or series without certificates.
Each stockholder, upon written request to the secretary of the Corporation,
shall be entitled to a certificate or certificates which shall represent and
certify the number of shares of each class of stock held by him in the
Corporation. Each stockholder, upon written request to the secretary of the
Corporation, shall be entitled to a certificate or certificates which shall
represent and certify the number of shares of each class of stock held by him in
the Corporation. Each certificate shall be signed by the chairman of the board,
the president or a vice president and countersigned by the secretary or an
assistant secretary or the treasurer or an assistant treasurer and may be sealed
with the seal, if any, of the Corporation. The signatures may be either manual
or facsimile. Certificates shall be consecutively numbered; and if the
Corporation shall, from time to time, issue several classes of stock, each class
may have its own number series. A certificate is valid and may be issued whether
or not an officer who signed it is still an officer when it is issued. Each
certificate representing shares which are restricted as to their transferability
or voting powers, which are preferred or limited as to their dividends or as to
their allocable portion of the assets upon liquidation or which are redeemable
at the option of the Corporation, shall have a statement of such restriction,
limitation, preference or redemption provision, or a summary thereof, plainly
stated on the certificate. If the Corporation has authority to issue stock of
more than one class, the certificate shall contain on the face or back a full
statement or summary of the designations and any preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends and other
distributions, qualifications and terms and conditions of redemption of each
class of stock and, if the Corporation is authorized to issue any preferred or
special class in series, the differences in the relative rights and preferences
between the shares of each series to the extent they have been set and the
authority of the Board of Directors to set the relative rights and preferences
of subsequent series. In lieu of such statement or summary, the certificate may
state that the Corporation will furnish a full statement of such information to
any stockholder upon request and without charge. If any class of stock is
restricted by the Corporation as to transferability, the certificate shall
contain a full statement of the restriction or state that the Corporation will
furnish information about the restrictions to the stockholder on request and
without charge.
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LOST, STOLEN OR DESTROYED CERTIFICATES
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Section 2. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore 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 of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.
TRANSFERS OF STOCK
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Section 3. Upon surrender to the Corporation, or the transfer agent of
the Corporation, of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
FIXING RECORD DATE
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Section 4. In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of the stockholders, or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix a record date which shall
not be more than 90 nor less than ten days before the date of such meeting, nor
more than 90 days prior to any other action. A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders shall apply
to any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
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Section 5. The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and
accordingly shall not be bound to recognize any equitable or other claim or
interest in such share on the part of any other person, whether or not it shall
have express or other notice thereof, save as expressly provided by the laws of
the State of Maryland.
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ARTICLE VI
GENERAL PROVISIONS
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DIVIDENDS
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Section 1. Dividends upon the capital stock of the Corporation, subject
to the provisions of the charter, if any, may be declared by the Board of
Directors at any regular or special meeting, pursuant to law. Dividends may be
paid in cash, in property, or in shares of the Corporation, subject to the
provisions of law and the charter.
Section 2. Before payment of any dividend there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interests of the
Corporation, and the directors may abolish any such reserve.
CHECKS
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Section 3. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers as the Board of Directors may from
time to time designate.
FISCAL YEAR
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Section 4. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.
SEAL
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Section 5. The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words "Incorporated
Maryland." Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
NOTICES
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Section 6. Whenever any notice is required to be given under the
provisions of the law, the charter or these Bylaws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed to be equivalent.
ANNUAL STATEMENT
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Section 7. The Board of Directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
Corporation.
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ARTICLE VII
AMENDMENTS
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Section 1. BY DIRECTORS. The board of directors shall have the power to
adopt, alter or repeal any bylaws of the Corporation and to make new bylaws,
except that the board of directors shall not alter or repeal this Section or any
bylaws made by the stockholders.
Section 2. BY STOCKHOLDERS. The stockholders shall have the power to
adopt, alter or repeal any bylaws of the Corporation and to make new bylaws.
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