EXHIBIT
3.1
ONE
LIBERTY PROPERTIES,
INC.
BY
-
LAWS,
as
amended through
December
10, 2007
ARTICLE
I
OFFICES
Section
1.
Principal
Office
.
The
principal office of the Corporation shall be in the City of Baltimore, State
of
Maryland.
Section
2.
Principal
Executive Office
.
The
principal executive office of the Corporation shall be in the City of New York,
State of New York.
Section
3.
Other
Offices
.
The
Corporation may also have offices at such other places both within and without
the State of Maryland as the Board of Directors may from time to time determine.
ARTICLE
II
MEETINGS
OF STOCKHOLDERS
Section
1
.
Place of Meetings
.
Meetings of stockholders shall be held at such place within the United States
as
shall be determined from time to time by the Board of Directors and stated
in
the notice of meeting or in a duly executed waiver of notice thereof.
Section
2.
Annual
Meeting
.
The
annual meeting of stockholders of the Corporation shall be held, on the last
Thursday in June or such other date as shall be designated annually by the
Board
of Directors and stated in the notice of the meeting, at which meeting the
stockholders shall elect the class of directors whose terms shall expire for
the
year in question, and transact such other business as may properly be brought
before the meeting.
Section
3.
Special
Meetings
.
At any
time in the interval between annual meetings, special meetings of the
stockholders may be called by a majority of the Board of Directors, the
President, the Chairman of the Board of Directors or, to the extent required
by
the Maryland General Corporation Law as amended from time to time, the
stockholders of the Corporation. If a special meeting is called at the request
of stockholders, such request shall state the purpose or purposes of such
meeting and the matters proposed to be acted on. Business of the Corporation
transacted at any special meeting of stockholders by whomever called shall
be
limited to the purposes stated in the notice.
Section
4.
Notice
of Meetings; Waiver of Notice
.
Not
less than ten nor more than ninety days before the date of every stockholders'
meeting, the Secretary shall give to each stockholder entitled to vote at such
meeting, and to each stockholder not entitled to vote who is entitled by statute
to notice, written or printed notice stating the time and place of the meeting
and, in the case of a special meeting, the purpose or purposes for which
the
meeting
is called, either by mail or by presenting it personally to the stockholder
or
by leaving it at his residence or usual place of business. If mailed with
postage thereon prepaid, 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.
In
the
case of a special meeting of stockholders convened at the request of
stockholders, as provided for in Section 3 above, the notice herein provided
for
shall be given by the Secretary, in the manner provided herein and in compliance
with the Maryland General Corporation Law, as amended from time to time.
Notice
of
any meeting of stockholders shall be deemed waived by any stockholder who shall
attend such meeting in person or by proxy, or who shall, either before or after
the meeting, submit a signed waiver of notice which is filed with the records
of
the meeting. If a meeting is adjourned to a time or place announced at the
adjourned meeting, further notice of the meeting need not be given unless the
Board of Directors after the adjournment fixes a new record date for the meeting
or the meeting, is adjourned from time to time to a date more than 120 days
after the original record date.
Section
5.
Quorum
.
At any
meeting of stockholders the presence in person or by proxy of stockholders
entitled to cast a majority of the shares of stock entitled to vote at the
meeting shall constitute a quorum, unless otherwise provided by any statute
or
by the Articles of Incorporation. In the absence of a quorum no business may
be
transacted, except that the holders of a majority of the shares of stock present
in person or by proxy and entitled to vote may adjourn the meeting from time
to
time, without notice other than announcement at the meeting, except as required
by Section 4 above, 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 which might have been transacted at the meeting,
as
originally notified.
Section
6.
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 take or authorize action
upon
any matter which may properly come before the meeting, unless more than a
majority of the votes cast is required by statute or by the Articles of
Incorporation. If a vote shall be taken on any question other than the election
of directors, which shall be by written ballot, then unless required by statute
or these By-Laws, or determined by the chairman of the meeting to be advisable,
or demanded by stockholders, present in person or by proxy, entitled to cast
ten
percent (10%) in number of votes entitled to be cast at such meeting, any such
vote need not be by ballot. On a vote by ballot, each ballot shall be signed
by
the stockholder voting or by his proxy, and shall state the number of shares
voted.
Unless
a
statute or the Articles of Incorporation provide otherwise, each holder of
record of outstanding shares of stock of the Corporation having voting power
shall be entitled to one vote for every share of such stock on each matter
submitted to a vote at a meeting of stockholders, and any fractional share
of
stock shall have proportionately the voting right of a whole share; but no
share
shall be entitled to vote if any installment payable thereon
is
overdue and unpaid. A stockholder may vote only the shares owned by him as
shown
on the record of stockholders of the Corporation as of the record date
determined pursuant to Section 7 below or pursuant to applicable law and may
cast his shares in person or by proxy executed in writing by the stockholder
or
by his duly authorized attorney-in-fact, but no proxy shall be valid after
eleven months from its date, unless otherwise provided in the proxy. At all
meetings of stockholders, unless the voting is conducted by inspectors, all
questions relating to the qualification of voters and the validity of proxies
and the acceptance or rejection of votes shall be decided by the chairman of
the
meeting.
Section
7.
Fixing
of Record Date
.
The
Board of Directors may fix, in advance, a record date not more than ninety
nor
less than ten days before the date then fixed for the holding of any meeting
of
the stockholders. All persons who were holders of record of shares at such
time,
and no others, shall be entitled to vote at such meeting and any adjournment
thereof.
Section
8.
Organization
and Order of Business
.
At each
meeting of the stockholders, the Chairman of the Board of Directors, or in
his
absence or inability to act, the President, or in the absence or inability
to
act of the Chairman of the Board and the President, the Vice President, shall
act as chairman of the meeting. The Secretary, or in his absence or inability
to
act, any person appointed by the chairman of the meeting, shall act as secretary
of the meeting and keep the minutes thereof. The order of business at all
meetings of the stockholders shall be as determined by the chairman of the
meeting.
Section
9.
Inspectors
.
The
Board of Directors may, in advance of any meeting of stockholders, appoint
one
or more inspectors to act at such meeting or any adjournment thereof. If the
inspectors shall not be so appointed or if any of them shall fall to appear
or
act, the chairman of the meeting may, and on the request of any stockholder
entitled to vote thereat shall, appoint inspectors. Each inspector, before
entering upon the discharge of his duties, shall take and sign an oath to
execute faithfully the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. The inspectors shall
determine the number of shares represented at the meeting, the existence of
a
quorum, the validity and effect of proxies, and shall receive votes, ballots
or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots or consents,
determine the result, and do such acts as are proper to conduct the election
or
vote with fairness to all stockholders. On request of the chairman of the
meeting or any stockholder entitled to vote thereat, the inspectors shall make
a
report in writing of any challenge, request or matter determined by them and
shall execute a certificate of any fact found by them. No director or candidate
for the office of director shall act as inspector of an election of directors.
Inspectors need not be stockholders.
Section
10.
Consent
of Stockholders in Lieu of Meeting
.
Except
as otherwise provided by statute or the Articles of Incorporation, any action
required to be taken at any annual or special meeting of stockholders, or any
action which may be taken at any annual or
special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote, if the following are filed with the records of
stockholders meetings: (i) a unanimous written consent which sets forth the
action and is signed by each stockholder entitled to vote on the matter and
(ii)
a written waiver of any right to dissent signed by each stockholder entitled
to
notice of the meeting, but not entitled to vote thereat.
Section
11.
Certain
Share Acquisitions
.
The
tender offer commenced by Gould Investors L.P. ("Gould") on December 27, 1988,
as such tender offer was amended on January 17, 1989, and as such tender offer
may be further amended from time to time and any other acquisition by Gould
of
equity securities of the Corporation following the adoption of this Section
11
shall be exempt from any and all provisions of proposed Subtitle 7 of Title
3 of
the Maryland General Corporation Law entitled "Corporations and Associations
--
Special Voting Requirements and Control Share Acquisitions" (as such act or
any
act of similar import is now proposed or as it may be later introduced in,
adopted, or later amended by the Maryland General Assembly) as, if and when
such
act becomes effective. Notwithstanding any other provision of these By-Laws,
this Section 11 may not be amended, altered or repealed without either the
written consent of Gould or the approval of the holders of at least two-thirds
of the outstanding shares of capital stock.
ARTICLE
III
BOARD
OF
DIRECTORS
Section
1.
Number
of Directors
.
The
number of directors of the Corporation shall be three (3). By vote of a majority
of the entire Board of Directors, the number of directors fixed by the Articles
of Incorporation or by these By-Laws may be increased or decreased by resolution
from time to time, but may not exceed eleven (11) nor be less than three (3).
The tenure of office of a director shall not be affected by any decrease in
the
number of directors so made by the board.
Section
2.
General
Powers
.
The
business and affairs of the Corporation shall be managed by its Board of
Directors, which may exercise all of the powers of the Corporation, except
such
as are by law or by the Articles of Incorporation or by these By-Laws conferred
upon or reserved to the stockholders.
Section
3.
Affiliations of Board Members
.
A
majority of the members of the Board of Directors shall at all times be persons
who are not Affiliates of an individual or corporate management company to
whom
the Board has delegated management duties as permitted in Section 18 of this
Article and Article VI paragraph (7) of the Articles of Incorporation (a
"Management Company"),(such directors being herein referred to as "Independent
Directors").
As
used
in these By-Laws, the term "Affiliate" of another person means any person
directly or indirectly owning, controlling, or holding with power to vote,
five
percent or more of the outstanding voting securities of such other person;
any
person five percent or more of whose outstanding voting securities are directly
or indirectly owned, controlled or held with power to vote by such other person;
any person directly or indirectly
controlling,
controlled by or under common control with, such other person, corporation,
partnership, trust, company or other entity.
Section
4.
Election
and Term
.
The
directors of the Corporation shall be classified with respect to the time for
which they shall severally hold office by dividing them into three classes,
each
class to be as nearly equal in number as possible, which classes shall be
designated as Class 1, Class 2 and Class 3. Subject to the provisions hereof,
the number of directors in each class shall from time to time be designated
by
the Board of Directors of the Corporation pursuant to these by-laws. At each
annual meeting, the successors to the class of directors whose terms shall
expire that year shall be elected to hold office for a term of three years
so
that each term of office of one class of directors shall expire in each year.
Section
5.
Vacancies
.
Any
vacancy occurring in the Board of Directors for any cause other than by reason
of an increase in the number of directors may be filled by a majority of the
remaining members of the Board of Directors, although such majority is less
than
a quorum. Any vacancy occurring by reason of an increase in the number of
directors may be filled by action of a majority of the entire Board of
Directors. Directors who are not Affiliated with respect to the persons or
entitles referred to in Section 3 of this Article shall be entitled to nominate
another such non-affiliated person to fill a vacancy occurring amongst such
directors. A director elected by the Board of Directors to fill a vacancy shall
be elected to hold office until the next annual meeting of stockholders or
until
his successor is elected and qualifies.
Section
6.
Removal
of Directors
.
Only
the stockholders may, at any meeting of stockholders duly called and at which
a
quorum is present, by the affirmative vote or consent of the holders of a
majority of all of the outstanding shares entitled to vote, remove any director
or directors from office, and only for cause, and may elect a successor or
successors to fill any resulting vacancies for the unexpired terms of removed
directors.
Section
7.
Place
of Meetings
.
Meetings of the Board of Directors, regular or special, may be held in or out
of
the State of Maryland at such place as the Board of Directors may from time
to
time determine or as shall be specified in the notice of such meeting.
Section
8.
Annual
Meeting
.
The
first meeting of each newly elected Board of Directors shall be held as soon
as
practicable after the annual meeting of the stockholders at which the directors
were elected. The meeting, may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of
the
Board of Directors, or as shall be specified in a written waiver signed by
all
of the directors, except that no notice shall be necessary if such meeting
is
held immediately after the adjournment, and at the site, of the meeting of
stockholders.
Section
9.
Regular
Meetings
.
Regular
meetings of the Board of Directors may be held without notice at such time
and
place as shall from time to time be determined by the Board of Directors.
Section
10.
Special
Meetings
.
Special
meetings of the Board of Directors may be called by two or more directors of
the
Corporation or by the Chairman of the Board or the President.
Section
11. Notice
of
Special Meetings. Notice of each special meeting of the Board shall be given
by
the Secretary as hereinafter provided, in which notice shall be stated the
time
and place of the meeting each such meeting. Notice of each such meeting shall
be
delivered to each director, either personally or by telephone, telegraph, cable
or wireless, at least twenty-four hours before the time at which such meeting
is
to be held, or by first-class mail, postage prepaid, addressed to him at his
post-office address as it appears on the records of the Corporation, at least
four days before the day on which such meeting is to be held. If mailed with
postage prepaid, such notice shall be deemed to be given when deposited in
the
United States mail, addressed to the director at his address as it appears
in
the records of the Secretary.
Section
12.
Quorum
and Voting
.
At all
meetings of the Board of Directors, a majority of the entire Board of Directors
shall constitute a quorum for the transaction of business, and the action of
a
majority of the directors present at any 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 act by statute, the Articles of
Incorporation or these By-Laws.
Notwithstanding
the first paragraph of this Section 12, any action pertaining to a transaction
involving the Corporation and any director or officer of the Corporation or
any
Affiliate of any of the foregoing persons has an interest shall be approved
by a
majority of the members of the Board of Directors who are not Affiliates of
such
interested parties, even if the disinterested directors constitute less than
a
quorum. In approving any such transaction, the non-interested directors must
determine that:
(a)
the
transaction is fair and reasonable to the Corporation and its shareholders;
(b)
the
terms of such transaction are at least as favorable as the terms of any
comparable transactions made on an arm's length basis which are known to the
directors; and
(c)
if an
acquisition of property is involved, the total consideration is not in excess
of
the appraised value of such property being acquired.
If
a
quorum shall not be present at any meeting of directors, the directors present
at the meeting may, by a majority vote adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall
be
present.
Section
13.
Organization
.
The
Chairman of the Board shall preside at each meeting of the Board. In the absence
or inability of the Chairman of the Board to preside at a meeting, the
President, or, in his absence or inability to act, another director chosen
by a
majority of the Directors present, shall act as chairman of the meeting and
preside thereat. The
Secretary
(or, in his absence or inability to act, any person appointed by the Chairman
shall act as secretary of the meeting and keep the minutes thereof.
Section
14. Meeting
by
Conference Telephone. Members 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 constitutes presence in person
at a meeting.
Section
15.
Consent
in Lieu of Meeting
.
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 a
written consent to such action is signed by all members of the Board or of
such
committee, as the case may be, and such written consent is filed with the
minutes of proceedings of the Board or committee.
Section
16.
Compensation.
Directors may receive compensation for services to the Corporation in their
capacities as directors in such manner and in such amounts as may be fixed
from
time to time by the Board, and expenses of attendance at each regular or special
meeting of the Board of Directors, or of any committee thereof.
Section
17.
Investment
Policies and Restrictions
.
(a)
It
shall be the duty of the Board of Directors to ensure that the purchase, sale,
retention and disposal of Corporation assets and the investment policies of
the
Corporation and the limitations thereon or amendment thereto are at all times
in
compliance with the restrictions applicable to real estate investment trusts
pursuant to the Internal Revenue Code of 1986, as amended and as may be
hereafter amended (the "Code").
(b)
The
Corporation may invest in any type of real property, mortgage loans (and, in
both cases, in interests therein) and in other investments of any nature
whatsoever; provided that the investment does not adversely affect the
Corporation's ability to continue to qualify as a real estate investment trust
under the Code; and provided further that the investment does not necessitate
that the Corporation register as an investment company under the Investment
Company Act of 1940 as amended and as may be hereafter amended.
Except
as
provided above, there shall be no limit on the number of investments in which
the Corporation may invest or the percentage of the Corporation's assets
invested in any one investment. The properties may be situated anywhere in
the
United States, without limit as to the concentration of investments in a
particular geographic area.
After
termination of the lease as to each of its properties under lease, the
Corporation shall seek to relet or sell such property in such a manner as to
maximize the ultimate return to the Corporation, considering the income and
residual value potentials of such property. Any reletting or sale of such
property may be to any company on the open market at the maximum obtainable
price and terms. The Corporation may also consider the sale or other disposition
of any of such properties prior to termination of the relevant
lease
if
such sale or other disposition appears to be advantageous. The Corporation
may
take purchase money obligations as part payment in lieu of cash in connection
with such sales (or any other sales of its properties not under lease), and
may
take into account local custom in negotiating the terms of repayment.
(c)
The
Corporation may finance and refinance its investments in whatever manner the
Directors determine to be in the best interests of the stockholders. The method
of financing and refinancing may include short, intermediate or long term
borrowings, whether secured or unsecured, subject to the limitations set forth
below. Borrowings may be in the form of bank borrowings, including unsecured
borrowings or borrowings secured by a mortgage on the Corporation's current
properties and/or the properties acquired, the issuance of commercial paper,
or
the issuance in public or private transactions of senior or subordinated notes
or debentures, including notes or debentures convertible into shares of the
Corporation's Common Stock. The Corporation may also, in public or private
transactions, issue additional shares of its Common Stock, and may, in the
discretion of the Board of Directors, combine any two or more of such financing
methods.
(d)
The
cash proceeds of a sale or other disposition of the Corporation's assets may
be
reinvested in long-term investments, if such reinvestment can be made without
adversely affecting the Corporation's ability to qualify as a real estate
investment trust under the Code.
(e)
The
Corporation shall not (i) invest in the securities of other issuers for the
purpose of exercising control (except where real property is the principal
asset
of a corporation and the acquisition of such property can best be effected
by
the acquisition of the stock of the corporation), nor (ii) underwrite securities
of other issuers. The Corporation may purchase or otherwise reacquire its
outstanding shares of Common Stock whenever necessary to maintain qualification
as a real estate investment trust under the Code and also at any time and for
such prices as the Directors deem appropriate without adversely affecting the
ability of the Corporation to qualify as a real estate investment trust under
the Code.
(f)
The
provisions of this Section 17 of Article III of these By-Laws are not subject
to
alteration, modification or repeal by the Board of Directors and may be altered,
modified or repealed only by majority vote of the stockholders.
Section
18.
Management
Arrangements
.
The
Board may delegate the duty of management of the assets and the administration
of its day-to-day operations to a Management Company pursuant to a written
contract or contracts which have obtained the requisite approvals, including
the
requisite approvals of renewals thereof, of the Board of Directors, including
a
majority of the Independent Directors as defined in Section 3 of this Article
III, and the stockholders of the Corporation, as provided in the Articles of
Incorporation.
In
connection with the consideration and approval of any management arrangements,
including renewals thereof, the Independent Directors shall be provided with
such
information
as is deemed necessary so that such Directors will be fully informed in an
impartial manner of all relevant factors with respect to such arrangements
including, without limitation, information as to the available alternatives,
the
nature and quality of the services to be provided, and relevant compensation,
operating expense and performance data, and will thereby be in a position to
make a reasonable business Judgment with respect to such arrangements on the
basis of arm's length bargaining. The minutes of meetings with respect to such
determinations shall reflect such considerations.
The
provisions of this Section 18 of Article III of these By-Laws are not subject
to
alteration, modification or repeal by the Board of Directors and may be altered,
modified or repealed only by majority vote of the stockholders.
ARTICLE
IV
COMMITTEES
OF DIRECTORS
Section
1.
Executive
and Other Committees
.
The
Board of Directors may, by resolution adopted by a majority of the Board,
appoint from among its members an Executive Committee or other committees each
composed of two or more directors, provided that at least a majority of the
members of any such committee shall be composed of directors who are Independent
Directors, and may delegate to such committees any of the powers of the Board
of
Directors except the power to declare dividends or distributions on stock,
recommend to the stockholders any action which requires stockholder approval,
amend the By-Laws, approve any merger or share exchange which does not require
stockholder approval or issue stock.
Section
2.
Minutes
and Reports
.
The
committees shall keep minutes of their proceedings and shall report the same
to
the Board of Directors at the meeting next succeeding, and any action taken
by
the committees shall be subject to revision and alteration by the Board of
Directors, provided that no rights of third persons shall be affected by any
such revision or alteration.
Section
3.
Notice
.
Notice
of committee meetings shall be given in the same manner as notice for special
meetings of the Board, and a waiver thereof in writing, signed by the director
entitled to such notice and filed with the records of the meeting, whether
before or after the holding thereof, or actual attendance at the committee
meeting in person shall be deemed equivalent to the giving of such notice to
such director.
Section
4.
Quorum,
Voting and General
.
One-third, but not less than two, of the members of any committee shall be
present in person at any meeting of such committee in order to constitute a
quorum for the transaction of business and at such meeting, and the act of
a
majority present shall be the act of such committee. The Board 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 meetings unless the Board shall otherwise
provide. In the absence or disqualification of any member of any 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. The Board
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
V
OFFICERS
AND AGENTS
Section
1.
Number
and Qualification
.
The
officers of the Corporation shall be chosen by the Board of Directors and shall
be a Chairman of the Board, a President, a Vice President, a Secretary and
a
Treasurer. The Chairman of the Board shall be selected from among the directors.
Two or more offices, except those of President and Vice President, may be held
by the same person, but no officer shall execute, acknowledge or verify any
instrument in more than one capacity, if such instrument is required by law,
the
Articles of Incorporation or these By-Laws to be executed, acknowledged or
verified by two or more officers. Such officers shall be elected by the Board
of
Directors at its first meeting after each annual meeting of stockholders and
shall serve for one year and until their successors are chosen and qualify.
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
2.
Compensation
.
The
salaries of all officers and agents of the Corporation shall be fixed by the
Board of Directors.
Section
3.
Removal
and Vacancies
.
Any
officer or agent may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation will be served thereby, but
such
removal shall be without prejudice to the contractual rights, if any, of the
person so removed. If the office of any officer becomes vacant for any reason,
the vacancy shall be filled by the Board of Directors for the unexpired portion
of the term of the office which shall be vacant.
Section
4.
The
Chairman of the Board
.
The
Chairman of the Board may be the chief executive officer of the Corporation.
The
Board as directs us may designate the Chairman or President as Chief Executive
Officer. He shall direct, coordinate and control the Corporation's business
and
activities all in accordance with basic policies established by and subject
to
the control of the Board of Directors. He may employ and discharge employees
and
agents of the Corporation except such as shall be appointed by the Board, and
he
may delegate these powers. He shall have general authority to execute bonds,
deeds and contracts in the name and on behalf of the Corporation. As provided
in
Section
B
of Article II, he shall act as chairman at all meetings of the stockholders
at
which he is present, and, as provided in Section 13 of Article III, he shall
preside at all meetings of the Board of Directors at which he is present. In
the
absence of the Chairman of the Board, his duties shall be performed and his
authority may be exercised by the President, and, in the absence of the Chairman
of the Board and the President, such duties shall be performed and such
authority may be exercised by the Vice President, or in the absence of the
Vice
President, by such officer as may have been designated by the most senior
officer of the Corporation who has made any such designation, with the
right
reserved
to the Board of Directors to make the designation or supersede any designation
so made.
Section
5.
The
President
.
The
President may be the chief executive officer of the Corporation. The Board
of
Directors may designate the Chairman or President as Chief Executive Officer.
The President shall be the chief operating officer of the Corporation. He shall
implement the general directives, plans and policies formulated by the Board
of
Directors, in general shall have authority to exercise all powers delegated
to
him by the Board of Directors and shall establish operating and administrative
plans and policies and direct and coordinate the Corporation's organizational
components, within the scope of the authority delegated to him by the Board
of
Directors. He shall have general authority to execute bonds, deeds and contracts
in the name of and on behalf of the Corporation and responsibility for the
employment or appointment and discharge of such employees, agents and officers,
except such as shall be appointed by the Board, as may be required to carry
on
the operation of the business. As provided in Section 4 of this Article V,
in
the absence of the Chairman of the Board, the President shall perform all the
duties and exercise the authority of the Chairman of the Board. In the absence
of the President, his duties shall be performed and his authority may be
exercised by the Vice President, and in the absence of both the President and
of
the vice President by such officer as may have been designated by the most
senior officer of the Corporation who has made any such designation, with the
right reserved to the Board of Directors to make the designation or supersede
any designation so made. The same individual, or the directors of the Board
of
Directors, may serve as Chairman of the Board and President.
Section
6.
Vice
President
.
The
Vice President shall, in the absence or disability of the President, perform
the
duties and exercise the powers of the President, and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.
Section
7.
Secretary
.
The
Secretary shall attend all meetings of the Board of Directors and all meetings
of the stockholders and shall record all the proceedings of the meetings of
the
Corporation and of the Board of Directors in a book to be kept for that purpose
and shall perform like duties for the standing committees when required. He
shall give, or cause to be given, notice of all meetings of the stockholders
and
special meetings of the Board of Directors and shall perform such other duties
as may be prescribed by the Board of Directors, Chairman of the Board or
President, under whose supervision he shall act. He shall keep in safe custody
the seal of the Corporation and, when authorized by the Board of Directors,
affix the same to any instrument requiring it and, when so affixed, it shall
be
attested by his signature.
Section
8.
Treasurer
.
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 President and 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 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
9.
Delegation
of Duties
.
In case
of the absence of any officer of the Corporation or for any other reason that
the Board may deem sufficient, the Board may confer for the time being the
powers or duties, or any of them, of such officer upon any other officer or
upon
any director.
Section
10.
Indemnification
.
To the
maximum extent permitted by Maryland law in effect from time to time, the
Corporation shall indemnify, and shall pay or reimburse reasonable expenses
in
advance of final disposition of a proceeding to, (i) any individual who is
a
present or former director, officer or employee of the Corporation or (ii)
any
individual who serves or has served another corporation, partnership, joint
venture, trust, employee benefit plan or any other enterprise as a director
or
officer of such corporation or as a partner or trustee of such partnership,
joint venture, trust or employee benefit plan at the request of the Corporation.
The Corporation may, with the approval of its Board of Directors, provide such
indemnification and advancement of expenses to a person who served a predecessor
of the Corporation in any of the capacities described in (i) or (ii) 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 By-Laws 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.
ARTICLE
VI
CERTIFICATES
OF
STOCK
Section
1.
Certificated
Shares; Uncertificated Shares
.
Shares
of the Corporation’s capital stock may be represented by certificates or may be
evidenced by a book-entry system maintained by the registrar of the stock,
or a
combination of both. Certificates shall not be issued for fractional shares
of
the Corporation’s capital stock.
(a)
Form
of Certificate
.
Each
certificate shall be executed by the Chairman of the Board or the President
or
Vice President and countersigned by the Secretary or the Treasurer and may
be
sealed with the corporate seal. The signatures appearing on a certificate may
be
either manual or facsimile signatures and the seal may be either facsimile
or
any other form of seal. In case any officer who has executed any certificate
ceases to be an officer of the Corporation before the certificate is issued,
the
certificate
may
be
issued by the Corporation with the same effect as if the officer had not ceased
to be such officer as of the date of its issue.
(b)
Certificate
Information
.
Each
certificate shall be in such form as shall be approved by the Board and shall
state: (i) that the Corporation is incorporated under the laws of the State
of
Maryland, (ii) the name of the person to whom issued, (iii) the date of
issuance, (iv) the number and class of shares and the designation of the series,
if any, that the share certificate represents, and (v) the par value of each
share represented by such certificate, or a statement that the shares are
without par value.
(c)
Uncertificated
Shares
.
At the
time of the issuance or transfer of any uncertificated shares, or within a
reasonable time thereafter, the Corporation shall provide to the record holders
of such shares, a written statement of the information set forth in Section
1(b)
of this Article VI, Section 2 of this Article VI, if applicable, and such other
information as may be required to be included on stock certificates under
Maryland law. Notwithstanding the foregoing, unless otherwise determined by
the
Board, each record holder of uncertificated shares shall be entitled, upon
written request to the secretary of the Corporation, to a physical certificate
or certificates representing the shares registered in the holder's name. There
shall be no difference in the rights and obligations of stockholders based
on
whether or not their shares are represented by certificates.
Section
2.
Legends
.
Every
stock certificate representing shares of stock which are restricted as to
transferability by the Corporation shall contain a full statement of the
restriction or state that the Corporation will furnish information about the
restriction to the stockholder on request and without charge.
Section
3.
Books
of Account and Record of Stockholders
.
There
shall be kept at the principal executive office of the Corporation correct
and
complete books and records of account of all the business and transactions
of
the Corporation. There shall be made available upon request of any stockholder,
in accordance with Maryland law, a record containing the number of shares of
stock issued during a specified period not to exceed twelve months and the
consideration received by the Corporation for each such share.
Section
4.
Information
to Stockholder and Others
.
Any
stockholder of the Corporation or his agent may inspect and copy during usual
business hours the Corporation's By-Laws, minutes of the proceedings of its
stockholders, annual statements of its affairs, and voting trust agreements
on
file at its principal office.
Section
5.
Transfers
of Shares
.
Transfers of shares of stock of the Corporation shall be made on the stock
records of the Corporation only by the registered holder thereof, or by such
holder’s attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary or with a transfer agent or transfer clerk. Transfer
of
shares represented by a certificate shall be made only on surrender to the
Corporation or the transfer agent of the Corporation of the certificate for
shares duly endorsed or accompanied by proper evidence of succession, assignment
or authority to transfer, and the payment of all taxes thereon. Transfer of
uncertificated shares shall be made only upon the receipt of proper transfer
instructions from the registered owner thereof. The
person
in
whose name shares of capital stock stand on the books of the Corporation shall
be deemed by the Corporation to be the owner thereof for all purposes.
Section
6.
Regulations
.
The
Board may make such additional rules and regulations, not inconsistent with
these By-Laws, as it may deem expedient concerning the issue, transfer and
registration of certificates for shares of stock of the Corporation. It may
appoint, or authorize any officer or officers to appoint, one or more transfer
agents or one or more transfer clerks and one or more registrars and may require
all certificates for shares of stock to bear the signature or signatures of
any
of them.
Section
7.
Lost,
Destroyed or Mutilated Certificates
.
The
holder of any certificates representing shares of stock of the Corporation
shall
immediately notify the Corporation of any loss, destruction or mutilation of
such certificate and the Corporation may issue a new certificate of stock in
the
place of any certificate theretofore issued by it upon the making of an
affidavit of that fact by the person claiming the certificate of stock to be
stolen, lost 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 stolen, lost or
destroyed certificate or certificates or his legal representative, to advertise
the same in such manner as it shall require and to give the Corporation a bond,
with sufficient surety, to indemnify it against any loss or claim which may
arise by reason of the issuance of a new certificate.
Section
8.
Fixing
of a Record Date for Dividends and Distributions
.
The
Board may fix, in advance, a date not more than sixty days preceding the date
fixed for the payment of any dividend or the making of any distribution or
the
allotment of rights to subscribe for securities of the Corporation or for the
delivery of evidences of rights or evidences of interests arising out of any
change, conversion or exchange of common stock or other Securities as the record
date for the determination of the stockholders entitled to receive any such
dividend, distribution allotment, rights or interests, and in such case only
the
stockholders of record at the time so fixed shall be entitled to receive such
dividend, distribution, allotment, rights or interests.
ARTICLE
VII
DIVIDENDS
Dividends
upon the capital stock of the Corporation subject to the provisions of the
Articles of Incorporation, 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 its own shares, subject to the provisions of any statute
and
of the Articles of Incorporation. 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 modify or abolish any such reserve in the
manner in which it was created.
ARTICLE
VIII
ANNUAL
STATEMENT
The
Chairman of the Board, the President, the Vice President or the Treasurer shall
prepare or cause to be prepared annually a full and correct statement of the
affairs of the Corporation including a balance sheet and a financial statement
of operations for the preceding fiscal year, which shall be certified by
independent certified public accountants and distributed to shareholders within
120 days after the close of the Corporation's fiscal year and a reasonable
period of time prior to the annual meeting of shareholders. Such annual
statement shall also be submitted at the annual meeting, and shall be filed
within twenty days thereafter at the principal office of the Corporation in
the
State of Maryland.
ARTICLE
IX
FISCAL
YEAR
The
fiscal year of the Corporation shall be fixed by resolution of the Board.
ARTICLE
X
DEPOSITORIES
AND CUSTODIANS
Section
1.
Depositories
.
The
funds of the Corporation shall be deposited with such banks or other
depositories as the Board of Directors of the Corporation may from time to
time
determine.
Section
2.
Custodians
.
All
securities and other investments shall be deposited in the safekeeping of such
banks or other companies as the Board of Directors of the Corporation may from
time to time determine.
ARTICLE
XI
EXECUTION
OF INSTRUMENTS
Checks,
notes, drafts, acceptances, bills of exchange and other orders or obligations
for the payment of money shall be signed by such officer or officers or person
or persons as the Board of Directors by resolution shall from time to time
designate.
ARTICLE
XII
INDEPENDENT
PUBLIC ACCOUNTANTS
A
firm of
independent public accountants shall sign or certify the financial statements
of
the Corporation which are filed with the Securities and Exchange Commission
and
shall be selected annually by the Board of Directors.
ARTICLE
XIII
SEAL
The
corporate seal shall have inscribed thereon the name of the Corporation, the
year of its organization and the words "Corporate Seal, Maryland". The seal
may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ARTICLE
XIV
STOCK
LEDGER
The
Corporation shall maintain at its office in the City and State of New York,
an
original stock ledger containing the names and addresses of all stockholders
and
the number of shares held by each stockholder. Such stock ledger may be in
written form or any other form capable of being converted into written form
within a reasonable time for visual inspection.
ARTICLE
XV
AMENDMENTS
The
Board
of Directors shall have the power, at any regular meeting or at any special
meeting, if notice thereof be included in the notice of such special meeting,
to
alter, modify or repeal any By-Laws of the Corporation and to make new By-Laws,
except that the Board of Directors shall not alter, modify or repeal Sections
17
or 18 of Article III of these By-Laws or any By-Laws made by the stockholders.
The
stockholders shall have the power, at any annual meeting or at any special
meeting if notice thereof be included in the notice of such special meeting,
to
alter, modify or repeal any By-Laws of the Corporation and to make new By-Laws.