BYLAWS
OF
BIMINI
CAPITAL MANAGEMENT, INC.
(AMENDED
AS OF SEPTEMBER 28, 2007)
ARTICLE
I
STOCKHOLDERS
SECTION
1.1
ANNUAL
MEETINGS. Bimini Capital Management, Inc. (the "Corporation") shall
hold an annual meeting of its stockholders to elect directors and transact
any
other business within its powers at such time and on such day as shall be set
by
the Board of Directors. Except as the Corporation's Articles of
Incorporation, as amended and supplemented (the "Charter"), or applicable law
provides otherwise, any business may be considered at an annual meeting without
the purpose of the meeting having been specified in the
notice. Failure to hold an annual meeting does not invalidate the
Corporation's existence or affect any otherwise valid corporate
acts. The Corporation shall hold its first annual meeting of
stockholders beginning with the year 2004.
SECTION
1.2
SPECIAL
MEETING. At any time in the interval between annual meetings, a
special meeting of the stockholders may be called by the Chairman of the Board
or the President or by a majority of the Board of Directors by vote at a meeting
or in writing (addressed to the Secretary of the Corporation) with or without
a
meeting. Special meetings of the stockholders shall be called by the
Secretary at the request of stockholders only on the written request of
stockholders entitled to cast at least a majority of all the votes entitled
to
be cast at the meeting. A request for a special meeting shall state
the purpose of the meeting and the matters proposed to be acted on at
it. The Secretary shall inform the stockholders who make the request
of the reasonably estimated costs of preparing and mailing a notice of the
meeting and, on payment of these costs to the Corporation by the stockholders
making such request, shall notify each stockholder entitled to notice of the
meeting. Unless requested by stockholders entitled to cast a majority
of all the votes entitled to be cast at the meeting, a special meeting shall
not
be called to consider any matter which is substantially the same as a matter
voted on at any special meeting of stockholders held in the preceding 12
months.
SECTION
1.3
PLACE
OF
MEETINGS. Meetings of stockholders shall be held at such place in the
United States as is set from time to time by the Board of
Directors.
SECTION
1.4
NOTICE
OF
MEETINGS; WAIVER OF NOTICE. Not less than 10 nor more than 90 days
before each stockholders' meeting, the Secretary shall give written notice
of
the meeting to each stockholder entitled to vote at the meeting and each other
stockholder entitled to notice of the meeting. The notice shall state
the time and place of the meeting and, if the meeting is a special meeting
or
notice of the purpose is required by statute, the purpose of the
meeting. Notice is given to a stockholder when it is personally
delivered to him, left at his residence or usual place of business, mailed
to
him at his address as it appears on the records of the Corporation or
transmitted to him by electronic mail to any electronic mail address of the
stockholder or by any other electronic means. Notwithstanding the
foregoing provisions, each person who is entitled to notice waives notice if
before or after the meeting he signs a waiver of the notice which is filed
with
the records of stockholders' meetings or is present at the meeting in person
or
by proxy.
SECTION
1.5
QUORUM;
VOTING. Unless the Charter or statute provides otherwise, at a
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 the meeting
constitutes a quorum and a majority of all the votes cast at a meeting at which
a quorum is present is sufficient to approve any matter which properly comes
before the meeting, except that a plurality of all the votes cast at a meeting
at which a quorum is present is sufficient to elect a director.
SECTION
1.6
ADJOURNMENTS. Whether
or not a quorum is present, a meeting of stockholders convened on the date
for
which it was called may be adjourned from time to time without further notice
by
a majority vote of the stockholders, present in person or by proxy, to a date
not more than 120 days after the original record date. Any business
which might have been transacted at the meeting as originally notified may
be
deferred and transacted at any such adjourned meeting at which a quorum shall
be
present.
SECTION
1.7
GENERAL
RIGHT TO VOTE; PROXIES. Unless the Charter provides for a greater or
lesser number of votes per share or limits or denies voting rights, each
outstanding share of stock, regardless of class, is entitled to one vote on
each
matter submitted to a vote at a meeting of stockholders. In all
elections for directors, each share of stock may be voted for as many
individuals as there are directors to be elected and for whose election the
share is entitled to be voted. A stockholder may vote the stock he
owns of record either in person or by written proxy signed by the stockholder
or
by his duly authorized attorney in fact. Unless a proxy provides
otherwise, it is not valid more than 11 months after its date. A
proxy is revocable by a stockholder at any time without condition or
qualification unless the proxy states that it is irrevocable and the proxy
is
coupled with an interest. A proxy may be made irrevocable for so long
as it is coupled with an interest. The interest with which a proxy
may be coupled includes an interest in the stock to be voted under the proxy
or
another general interest in the Corporation or its assets or
liabilities.
SECTION
1.8
LIST
OF
STOCKHOLDERS. At each meeting of stockholders, a full, true and
complete list of all stockholders entitled to vote at such meeting, showing
the
number and class of shares held by each and certified by the transfer agent
for
such class or by the Secretary shall be furnished by the Secretary.
SECTION
1.9
CONDUCT
OF BUSINESS AND VOTING. At all meetings of stockholders, unless the
voting is conducted by inspectors, the proxies and ballots shall be received,
and all questions touching the qualification of voters and the validity of
proxies, the acceptance or rejection of votes and procedures for the conduct
of
business not otherwise specified by these Bylaws, the Charter or law, shall
be
decided or determined by the chairman of the meeting. If demanded by
stockholders, present in person or by proxy, entitled to cast at least ten
percent of the votes entitled to be cast upon any election or question properly
before the meeting or if ordered by the chairman of the meeting, the vote upon
any election or question shall be taken by ballot and, upon like demand or
order, the voting shall be conducted by two inspectors, in which event the
proxies and ballots shall be received, and all questions touching the
qualification of voters and the validity of proxies and the acceptance or
rejection of votes shall be decided, by such inspectors. Unless so demanded
or
ordered, no vote need be by ballot and voting need not be conducted by inspector
or inspectors to act at such meeting, and in default of such election the
chairman of the meeting may appoint an inspector or inspectors. No
candidate for election as a director at a meeting shall serve as an inspector
at
such meeting.
SECTION
1.10
INFORMAL
ACTION BY STOCKHOLDERS. Any action required or permitted to be taken
at a meeting of stockholders may be taken without a meeting if there is filed
with the Secretary of the Corporation a unanimous written consent which sets
forth the action taken and is signed by each stockholder entitled to vote on
the
matter and a written waiver of any right to dissent is signed by each
stockholder entitled to notice of the meeting but not entitled to vote on the
matter.
SECTION
1.11
STOCKHOLDER
PROPOSALS. For any stockholder proposal to be presented in connection
with an annual meeting of stockholders of the Corporation, including any
proposal relating to the nomination of a director to be elected to the Board
of
Directors of the Corporation, the stockholders must have given timely written
notice thereof in writing to the Secretary of the Corporation. In
order for such notice to be timely, such notice must be received by the
Corporation not less than 60 nor more than 90 days prior to the first
anniversary of the Corporation’s most recent annual meeting of
stockholders.
ARTICLE
II
BOARD
OF
DIRECTORS
SECTION
2.1
FUNCTION
OF DIRECTORS. The business and affairs of the Corporation shall be
managed under the direction of its Board of Directors. All powers of
the Corporation may be exercised by or under authority of the Board of
Directors, except as conferred on or reserved to the stockholders by statute
or
by the Charter or Bylaws.
SECTION
2.2
NUMBER
OF
DIRECTORS. Except as the Charter provides otherwise, the Corporation
shall have such number of directors not to exceed fifteen as shall be fixed
from
time to time by resolution of the Board of Directors, such action to be taken
by
a vote of not less than a majority of the directors then in office or by a
unanimous written consent of the directors then in office, but in no event
shall
the number of directors be fewer than the minimum number required by the
Maryland General Corporation Law. Any action so taken to increase or
decrease the number of directors of the Corporation shall not affect the tenure
of office of any director.
SECTION
2.3
ELECTION
AND TENURE OF DIRECTORS. The Corporation shall have three classes of
directors with staggered terms of three years, with one class elected every
year. Subject to the rights of the holders of any class of stock
separately entitled to elect one or more directors, at each annual meeting,
the
stockholders shall elect directors to hold office until the annual meeting
three
years following such election and until their successors are elected and
qualify.
SECTION
2.4
REMOVAL
OF DIRECTOR. Any director or the entire Board of Directors may be
removed only in accordance with the provisions of the Charter.
SECTION
2.5
VACANCY
ON BOARD. Subject to the rights of the holders of any class of stock
separately entitled to elect one or more directors, if the office of any
director becomes vacant for any reason or any new directorship is created by
any
increase in the authorized number of directors, then a majority vote of the
remaining directors then in office, although less than a quorum, may appoint
a
successor or successors or fill such newly created directorship, except that
vacancies resulting from the removal of a director from office by a vote of
the
Corporation’s stockholders may be filled by a vote of the Corporation’s
stockholders at the same meeting at which such removal occurs. A
director chosen to fill a vacancy shall serve until the next election of the
class for which such director shall have been appointed and until his successor
is elected and qualifies.
SECTION
2.6
REGULAR
MEETINGS. After each meeting of stockholders at which directors shall
have been elected, the Board of Directors shall meet as soon thereafter as
practicable for the purpose of organization and the transaction of other
business. In the event that no other time and place are specified by
resolution of the Board of Directors or announced by the President or the
Chairman of the Board at such stockholders meeting, the Board of Directors
shall
meet immediately following the close of, and at the place of, such stockholders
meeting. Any other regular meeting of the Board of Directors shall be
held on such date and time and at such place as may be designated from time
to
time by the Board of Directors. No notice of such meeting following a
stockholders meeting or any other regular meeting shall be necessary if held
as
hereinabove provided.
SECTION
2.7
SPECIAL
MEETINGS. Special meetings of the Board of Directors may be called at
any time by the Chairman of the Board or the President or by a majority of
the
Board of Directors by vote at a meeting or in writing (addressed to the
Secretary of the Corporation) with or without a meeting. A special
meeting of the Board of Directors shall be held on such date and at such time
and place as may be designated from time to time by the Board of
Directors. In the absence of any such designation, such meeting shall
be held on such date and at such time and place as may be set forth in the
notice of meeting.
SECTION
2.8
NOTICE
OF
MEETING. Except as provided in Section 2.6, the Secretary shall give
notice to each director of each regular and special meeting of the Board of
Directors. The notice shall state the date, time and place of the
meeting. Notice is given to a director when it is delivered
personally to him, left at his residence or usual place of business, or sent
by
telegraph, facsimile transmission or other electronic communication or given
telephonically, at least 24 hours before the time of the meeting or, in the
alternative, sent by mail to his address as it shall appear on the records
of
the Corporation, at least 72 hours before the time of the
meeting. Unless a resolution of the Board of Directors provides
otherwise, notices of regular and special meetings of the Board of Directors
need not state the business to be transacted at or the purposes of any such
meeting. No notice of any meeting of the Board of Directors need be
given to any director who attends such meeting, except where a director attends
a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened or to any
director who, in writing executed and filed with the Secretary of the
Corporation either before or after the holding thereof, waives such
notice. Any meeting of the Board of Directors, regular or special,
may adjourn from time to time to reconvene at the same or some other place,
and
no notice need be given of any such adjourned meeting other than by
announcement.
SECTION
2.9
QUORUM;
ACTION BY DIRECTORS. A majority of the entire Board of Directors
shall constitute a quorum for the transaction of business. In the
absence of a quorum, the directors present may, by majority vote and without
notice other than by announcement, adjourn the meeting from time to time until
a
quorum shall be present. At any 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. Unless applicable
law or the Charter requires a greater proportion, the action of a majority
of
the directors present at a meeting at which a quorum is present is action of
the
Board of Directors. Any action required or permitted to be taken at a
meeting of the Board of Directors may be taken without a meeting if a unanimous
written consent which sets forth the action taken is signed by each member
of
the Board of Directors and filed with the minutes of proceedings of the Board
of
Directors by the Secretary of the Corporation.
SECTION
2.10
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
2.11
COMPENSATION. By
resolution of the Board of Directors, a fixed sum and expenses, if any, for
attendance at each regular or special meeting of the Board of Directors or
of
committees thereof, and other compensation for their services as such or on
committees of the Board of Directors, may be paid to
directors. Directors who are officers of the Corporation are not
entitled to be paid for attendance at meetings of the Board of Directors or
any
committees thereof for which fees are paid to other directors. A
director who serves the Corporation in any other capacity also may receive
compensation for such other services, pursuant to a resolution of the
directors.
ARTICLE
III
COMMITTEES
SECTION
3.1
COMMITTEES. The
Board of Directors shall appoint from among its members the members of the
Audit
Committee, Compensation Committee, and Governance and Nominating Committee
of
the Board of Directors, and may appoint from among its members such other
committees composed of one or more directors and may delegate to any of these
committees any of the powers of the Board of Directors, except the power to
declare dividends or other distributions on stock, elect directors, issue stock
other than as provided in the next sentence, recommend to the stockholders
any
action which requires stockholder approval, amend the Bylaws or approve any
merger or share exchange which does not require stockholder
approval. If the Board of Directors has given general authorization
for the issuance of stock providing for or establishing a method or procedure
for determining the maximum number of shares to be issued, a committee of the
Board of Directors, in accordance with that general authorization or any stock
option or other plan or program adopted by the Board of Directors, may authorize
or fix the terms of stock subject to classification or reclassification and
the
terms on which any stock may be issued, including all terms and conditions
required or permitted to be established or authorized by the Board of
Directors.
SECTION
3.2
COMMITTEE
PROCEDURE. Each committee may fix rules of procedure for the conduct
of the business of such committee. A majority of the members of a
committee shall constitute a quorum for the transaction of business and the
act
of a majority of those present at a meeting at which a quorum is present shall
be the act of the committee. The members of a committee present at
any meeting, whether or not they constitute a quorum, may appoint a director
to
act in the place of an absent member. Any action required or
permitted to be taken at a meeting of a committee may be taken without a meeting
if a unanimous written consent which sets forth the action so taken is signed
by
each member of the committee and filed with the minutes of the
committee. The members of a committee may conduct any meeting thereof
by conference telephone in accordance with the provisions of Section
2.10.
ARTICLE
IV
OFFICERS
SECTION
4.1
EXECUTIVE
AND OTHER OFFICERS. The Board of Directors shall elect a President, a
Secretary and a Treasurer of the Corporation. The Board of Directors
shall designate who shall serve as chief executive officer, who shall have
general supervision of the business and affairs of the Corporation, and may
designate a chief operating officer, who shall have supervision of the
operations of the Corporation. In the absence of any designation, the
Chairman of the Board, if there be one, shall serve as chief executive officer
and the President shall serve as chief operating officer. The same
person may hold both offices. The Board of Directors may also elect
one or more Vice Presidents, assistant officers and subordinate officers of
the
Corporation. A person may hold more than one office in the
Corporation except that no person may serve concurrently as both President
and
Vice President of the Corporation. The Chairman of the Board shall be
a director of the Corporation; the other officers of the Corporation may be
directors. To the extent permitted by applicable law, the Board of
Directors may delegate any of its authority under this Article IV to any
committee of the Board of Directors or to the chief executive officer or
President of the Corporation.
SECTION
4.2
CHAIRMAN
OF THE BOARD. The Board of Directors may elect a Chairman of the
Board. The Chairman of the Board, if one shall be elected, shall
preside at all meetings of the Board of Directors and of the stockholders at
which he or she shall be present. Unless otherwise specified by the
Board of Directors, the Chairman of the Board shall also serve as the chief
executive officer of the Corporation. In general, he or she shall
perform such duties as are customarily performed by the chief executive officer
of a corporation and may perform any duties of the President and shall perform
such other duties as are from time to time assigned to him or her by the Board
of Directors.
SECTION
4.3
PRESIDENT. Unless
otherwise provided by resolution of the Board of Directors, the President,
in
the absence of the Chairman of the Board or during his or her inability to
act,
shall preside at all meetings of the Board of Directors and of the stockholders
at which he or she shall be present. Unless otherwise specified by
the Board of Directors, the President shall be the chief operating officer
of
the Corporation and perform the duties customarily performed by chief operating
officers. He or she may sign and execute, in the name of the
Corporation, all authorized deeds, mortgages, bonds, contracts or other
instruments, except in cases in which the signing and execution thereof shall
have been expressly delegated to some other officer or agent of the
Corporation. In general, he or she shall perform such other duties
customarily performed by a president of a corporation and shall perform such
other duties and have such other powers as are from time to time assigned to
him
by the Board of Directors or the chief executive officer of the
Corporation.
SECTION
4.4
VICE
PRESIDENTS. The Vice President or Vice Presidents, at the request of
the chief executive officer or the President, or in the President's absence
or
during his or her inability to act, shall perform the duties and exercise the
functions of the President, and when so acting shall have the powers of the
President. If there be more than one Vice President, the Board of
Directors may determine which one or more of the Vice Presidents shall perform
any of such duties or exercise any of such functions, or if such determination
is not made by the Board of Directors, the chief executive officer or the
President may make such determination; otherwise any of the Vice Presidents
may
perform any of such duties or exercise any of such functions. The
Vice President or Vice Presidents shall have such other powers and perform
such
other duties, and have such additional descriptive designations in their titles
(if any), as are from time to time assigned to them by the Board of Directors
or, if delegated by the Board of Directors, by any committee thereof, the chief
executive officer or the President.
SECTION
4.5
SECRETARY. The
Secretary shall keep the minutes of the meetings of the stockholders and the
meetings of the Board of Directors and any committees thereof, in books provided
for that purpose; the Secretary shall see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law; he or
she
shall be custodian of the records of the Corporation; he or she may witness
any
document on behalf of the Corporation, the execution of which is duly
authorized, see that the Corporation's seal is affixed where such document
is
required or desired to be under its seal, and, when so affixed, may attest
the
same. In general, he or she shall perform such other duties customarily
performed by a secretary of a corporation and shall perform such other duties
and have such other powers as are from time to time assigned to him or her
by
the Board of Directors or, if delegated by the Board of Directors, by any
committee thereof, the chief executive officer or the President.
SECTION
4.6
TREASURER. the
Treasurer shall have charge of, and be responsible for, all funds, securities,
receipts and disbursements of the Corporation and shall deposit, or cause to
be
deposited, in the name of the Corporation, all moneys or other valuable effects
in such banks, trust companies or other depositories as shall, from time to
time, be selected by the Board of Directors; he or she shall render to the
President and to the Board of Directors, whenever requested, an account of
the
financial condition of the Corporation; and, in general, shall perform all
the
duties incident to the office of a treasurer of a corporation, and such other
duties as are from time to time assigned to him or her by the Board of Directors
or, if delegated by the Board of Directors, by any committee thereof, the chief
executive officer or the President.
SECTION
4.7
ASSISTANT
AND SUBORDINATE OFFICERS. Assistant officers and subordinate officers
of the Corporation shall be officers below the office of Vice President,
Secretary or Treasurer. The assistant officers and subordinate
officers shall have such duties as are from time to time assigned to them by
the
Board of Directors or, if delegated by the Board of Directors, by any committee
thereof, the chief executive officer or the President.
SECTION
4.8
ELECTION,
TENURE AND REMOVAL OF OFFICERS. Unless the Board of Directors has
delegated its authority to elect one or more officers of the Corporation, the
Board of Directors shall elect all officers of the
Corporation. Election or appointment of an officer, employee or agent
shall not of itself create contract rights. Any officer of the
Corporation, whether elected by the Board of Directors or elected pursuant
to a
delegation of authority of the Board of Directors, may be removed with or
without cause at any time by the Board of Directors and, if the authority to
elect such officer has been delegated by the Board of Directors to any committee
thereof or the chief executive officer or President, also by such committee
or
the chief executive officer or President, as applicable.
SECTION
4.9
COMPENSATION. Unless
the Board of Directors has delegated its authority to any committee thereof,
the
chief executive officer or the President, the Board of Directors shall have
the
power to fix the salaries and other compensation and remuneration, of whatever
kind, of all officers of the Corporation. No officer shall be
prevented from receiving such salary by reason of the fact that he or she is
also a director of the Corporation. For the avoidance of doubt, the
Board of Directors may authorize any committee thereof or the chief executive
officer or President upon whom the power of appointing officers may have been
conferred, to fix the salaries, compensation and remuneration of such
officers.
ARTICLE
V
STOCK
SECTION
5.1
CERTIFICATES
FOR STOCK. The Board of Directors may determine to issue certificated
or uncertificated shares of capital stock and other securities of the
Corporation. For certificated stock, each stockholder is entitled to
certificates which represent and certify the shares of stock he or she holds
in
the Corporation. Each stock certificate shall include on its face the
name of the Corporation, the name of the stockholder or other person to whom
it
is issued, and the class of stock and number of shares it
represents. It shall also include on its face or back (a) a statement
of any restrictions on transferability and (b) a statement which provides in
substance that the Corporation will furnish to any stockholder on request and
without charge a full statement of the designations and any preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions of redemption of the stock
of each class which the Corporation is authorized to issue, of the differences
in the relative rights and preferences between the shares of each series of
a
preferred or special class in series which the Corporation is authorized to
issue, to the extent they have been set, and of the authority of the Board
of
Directors to set the relative rights and preferences of subsequent series of
a
preferred or special class of stock and any restrictions on transferability.
Such request may be made to the Secretary or to its transfer
agent. It shall be in such form, not inconsistent with law or with
the Charter, as shall be approved by the Board of Directors or any officer
or
officers designated for such purpose by resolution of the Board of
Directors. Each stock certificate shall be signed by the Chairman of
the Board, the President, or a Vice President, and countersigned by the
Secretary, an Assistant Secretary, the Treasurer, or an Assistant
Treasurer. Each certificate may be sealed with the actual corporate
seal or a facsimile of it or in any other form and the signatures may be either
manual or facsimile signatures. A certificate is valid and may be
issued whether or not an officer who signed it is still an officer when it
is
issued. A certificate may not be issued until the stock represented
by it is fully paid.
SECTION
5.2
TRANSFERS. The
Board of Directors shall have power and authority to make such rules and
regulations as it may deem expedient concerning the issue, transfer and
registration of certificates of stock; and may appoint transfer agents and
registrars thereof. The duties of transfer agent and registrar may be
combined.
SECTION
5.3
RECORD
DATES AND CLOSING OF TRANSFER BOOKS. The Board of Directors may set a
record date or direct that the stock transfer books be closed for a stated
period for the purpose of making any proper determination with respect to
stockholders, including which stockholders are entitled to notice of a meeting,
vote at a meeting, receive a dividend or be allotted other
rights. The record date may not be prior to the close of business on
the day the record date is fixed nor, subject to Section 1.6, more than 90
days
before the date on which the action requiring the determination will be taken;
the transfer books may not be closed for a period longer than 20 days; and,
in
the case of a meeting of stockholders, the record date or the closing of the
transfer books shall be at least 10 days before the date of the
meeting.
SECTION
5.4
STOCK
LEDGER. The Corporation shall maintain a stock ledger which contains
the name and address of each stockholder and the number of shares of stock
of
each class which the stockholder holds. The stock ledger may be in
written form or in any other form which can be converted within a reasonable
time into written form for visual inspection. The original or a
duplicate of the stock ledger shall be kept at the offices of a transfer agent
for the particular class of stock, or, if none, at the principal office in
the
State of Maryland or the principal executive offices of the
Corporation.
SECTION
5.5
CERTIFICATION
OF BENEFICIAL OWNERS. The Board of Directors may adopt by resolution
a procedure by which a stockholder of the Corporation 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 certify; 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 a certification which complies with the procedure
adopted by the Board of Directors in accordance with this Section, the person
specified in the certification is, for the purpose set forth in the
certification, the holder of record of the specified stock in place of the
stockholder who makes the certification.
SECTION
5.6
LOST
STOCK CERTIFICATIONS. The Board of Directors of the Corporation may
determine the conditions for issuing a new stock certificate in place of one
which is alleged to have been lost, stolen or destroyed, or the Board of
Directors may delegate such power to any officer or officers of the
Corporation. In their discretion, the Board of Directors or such
officer or officers may require the owner of the certificate to give bond,
with
sufficient surety, to indemnify the Corporation against any loss or claim
arising as a result of the issuance of a new certificate. In their
discretion, the Board of Directors or such officer or officers may refuse to
issue such new certificate save upon the order of some court having jurisdiction
in the premises.
SECTION
5.7
EXEMPTION
FROM CONTROL SHARE ACQUISITION STATUTE. The provisions of Sections
3-701 to 3-710 of the Maryland General Corporation Law shall not apply to any
share of the capital stock of the Corporation. Such shares of capital
stock are exempted from such Sections to the fullest extent permitted by
Maryland law.
ARTICLE
VI
FINANCE
SECTION
6.1
CHECKS,
DRAFTS, ETC. All checks, drafts and orders for the payment of money,
notes and other evidences of indebtedness, issued in the name of the
Corporation, shall, unless otherwise provided by resolution of the Board of
Directors, be signed by the President, a Vice President or an Assistant Vice
President and countersigned by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary.
SECTION
6.2
ANNUAL
STATEMENT OF AFFAIRS. The President or chief accounting officer, if
any, shall prepare annually a full and correct statement of the affairs of
the
Corporation, to include a balance sheet and a financial statement of operations
for the preceding fiscal year. The statement of affairs shall be
submitted at the annual meeting of the stockholders and, within 20 days after
the meeting, placed on file at the Corporation's principal office.
SECTION
6.3
FISCAL
YEAR. The fiscal year of the Corporation shall be the twelve calendar
months period ending December 31 in each year, unless otherwise provided by
the
Board of Directors.
SECTION
6.4
DIVIDENDS. If
declared by the Board of Directors at any meeting thereof, the Corporation
may
pay dividends on its shares in cash, property or in shares of the capital stock
of the Corporation, unless such dividend is contrary to law or to a restriction
contained in the Charter.
SECTION
6.5
CONTRACTS. To
the extent permitted by applicable law, and except as otherwise prescribed
by
the Charter or these Bylaws with respect to certificates for shares, the Board
of Directors may authorize any officer, employee or agent of the Corporation
to
enter into any contract or execute and deliver any instrument in the name of
and
on behalf of the Corporation. Such authority may be general or
confined to specific instances.
ARTICLE
VII
SUNDRY
PROVISIONS
SECTION
7.1
BOOKS
AND
RECORDS. The Corporation shall keep correct and complete books and
records of its accounts and transactions and minutes of the proceedings of
its
stockholders and Board of Directors and of any executive or other committee
when
exercising any of the powers of the Board of Directors. The books and
records of a Corporation may be in written form or in any other form which
can
be converted within a reasonable time into written form for visual
inspection. Minutes shall be recorded in written form but may be
maintained in the form of a reproduction. The original or a certified
copy of the Bylaws shall be kept at the principal office of the
Corporation.
SECTION
7.2
CORPORATE
SEAL. The Board of Directors shall provide a suitable seal, bearing
the name of the Corporation, which shall be in the charge of the
Secretary. The Board of Directors may authorize one or more duplicate
seals and provide for the custody thereof. If the Corporation is
required to place its corporation seal to a document, it is sufficient to meet
the requirement of any law, rule or regulation relating to a corporate seal
to
place the word "Seal" adjacent to the signature of the person authorized to
sign
the document on behalf of the Corporation.
SECTION
7.3
BONDS. The
Board of Directors may require any officer, agent or employee of the Corporation
to give a bond to the Corporation, conditioned upon the faithful discharge
of
his duties, with one or more sureties and in such amount as may be satisfactory
to the Board of Directors.
SECTION
7.4
VOTING
UPON SHARES IN OTHER CORPORATIONS. Stock of other corporations or
associations, registered in the name of the Corporation, may be voted by the
President, a Vice President or a proxy appointed by either of
them. The Board of Directors, however, may by resolution appoint some
other person to vote such shares, in which case such person shall be entitled
to
vote such shares upon the production of a certified copy of such
resolution.
SECTION
7.5
MAIL. Any
notice or other document which is required by these Bylaws to be mailed shall
be
deposited in the United States mails, postage prepaid.
SECTION
7.6
EXECUTION
OF DOCUMENTS. A person who holds more than one office in the
Corporation may not act in more than one capacity to execute, acknowledge or
verify an instrument required by law to be executed, acknowledged or verified
by
more than one officer.
SECTION
7.7
AMENDMENTS. Subject
to the special provisions of Section 2.2, in accordance with the Charter, these
Bylaws may be repealed, altered, amended or rescinded (a) by the stockholders
of
the Corporation only by vote of not less than a majority of the outstanding
shares of capital stock of the Corporation entitled to vote generally in the
election of directors (considered for this purpose as one class) cast at any
meeting of the stockholders called for that purpose (provided that notice of
such proposed repeal, alteration, amendment or rescission is included in the
notice of such meeting) or (b) by vote of a majority of the Board of Directors
at a meeting held in accordance with the provisions of these
Bylaws.
ARTICLE
VIII
INDEMNIFICATION
SECTION
8.1
ENTITLEMENT
TO INDEMNIFICATION. The Corporation shall indemnify and hold
harmless, to the fullest extent permitted or required by applicable law, every
person who was or is involved in any manner (including, without limitation,
as a
party or a witness), or is threatened to be made so involved, in any threatened,
pending or completed investigation, claim, action, suit or proceeding, whether
civil, criminal, administrative or investigative (including, without limitation,
any investigation, claim, action, suit or proceeding by or in right of the
Corporation) (such investigation, claim, action, suit or proceeding hereinafter
being referred to as a “Proceeding”) by reason of the fact that such person is
or was a director, officer or employee of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee, fiduciary
or
other representative of another corporation, partnership, joint venture, trust,
employee benefit plan or other entity (hereinafter referred to as an
“Indemnified Party”) from and against any and all expenses and liabilities
actually and in good faith paid or incurred by such Indemnified Party in
connection with such Proceeding; provided, that indemnification may be made
with
respect to a Proceeding brought by an Indemnified Party against the Corporation
only as provided in the last sentence of this Section 8.1. As used in
this Article VIII, the term “expenses” shall include all fees and expenses of
the Indemnified Party, including the Indemnified Party’s attorneys’ fees and
expenses, and the term “liabilities” shall include all amounts paid or payable
by the Indemnified Party pursuant to or in connection with any Proceeding,
including, without limitation, surety bonds, fines, penalties, amounts paid
in
settlement and judgments. The Corporation shall also indemnify and
hold harmless the Indemnified Party for all costs and expenses incurred by
or on
behalf of such Indemnified Party in connection with successfully establishing
such Indemnified Party’s right to indemnification by the Corporation in any such
action. Except for Proceedings seeking to enforce an Indemnified
Party’s right to indemnification, the Corporation shall only be required to
indemnify a person in connection with a Proceeding (or part thereof) initiated
by or on behalf of such person only if the Proceeding (or part thereof) was
authorized, including by way of ratification, by the Board of
Directors.
SECTION
8.2
ADVANCEMENT
OF EXPENSES. The Corporation shall advance the expenses incurred by
or on behalf of an Indemnified Party that was or is an officer or director
of
the Corporation in connection with any proceeding in advance of its final
disposition, provided, however, that the payment of such expenses shall be
made
only upon receipt by the Secretary of the Corporation of an undertaking by
such
Indemnified Party to repay all amounts advanced by the Corporation if it shall
ultimately be determined that such Indemnified Party is not entitled to
indemnification based on applicable law or otherwise. Advancement of
such expenses incurred by or on behalf of other Indemnified Parties may be
made
by the Board of Directors in its discretion upon such terms and conditions,
if
any, as it deems appropriate. It shall be a complete defense to any
action for advancement of expenses initiated by or on behalf of any person
that
(a) a determination has been made by the Board of Directors in good faith that
such person is not entitled to indemnification based on applicable law or
otherwise or (b) the Corporation has not received either (i) an undertaking
of
such person to repay amounts advanced in the event it shall ultimately be
determined that such person is not entitled to indemnification based on
applicable law or otherwise or (ii) such person’s written affirmation attesting
to such person’s good faith belief that the such person’s conduct would not
preclude indemnification under applicable law or otherwise.
SECTION
8.3
PROCEDURE. Any
indemnification, or payment of expenses in advance of the final disposition
of
any Proceeding, shall be made promptly, and in any event within 60 days, upon
the written request of an Indemnified Party. The right to
indemnification and advancements hereunder shall be enforceable by or on behalf
of an Indemnified Party in any court of competent jurisdiction if (i) the
Corporation denies such request, in whole or in part, or (ii) the Corporation
fails to indemnify or advance expenses to such Indemnified Party within such
sixty day period.
SECTION
8.4
EXCLUSIVITY,
ETC. The indemnification and advancement of expenses provided by the
Charter and these Bylaws shall not be deemed exclusive of any other rights
to
which a person seeking indemnification or advancement of expenses may be
entitled under any law (common or statutory) or any agreement, vote of
stockholders or vote of disinterested directors or other provision that is
consistent with law, both as to action in his or her official capacity and
as to
action in another capacity while holding office or while employed by or acting
as agent for the Corporation, and shall continue in respect of all events
occurring while a person was a director or officer after such person has ceased
to be a director or officer, and shall inure to the benefit of the estate,
heirs, executors and administrators of such person. The Corporation shall not
be
liable for any payment under this Bylaw in connection with a claim made by
an
Indemnified Party to the extent such Indemnified Party has otherwise actually
received payment under an insurance policy or otherwise of the amounts otherwise
indemnifiable hereunder. All rights to indemnification and
advancement of expenses under the Charter and under these Bylaws shall be deemed
to be a contract between the Corporation and each Indemnified Party while this
Bylaw is in effect. Nothing herein shall prevent the amendment of
this Bylaw, provided that no such amendment shall diminish the rights of any
person hereunder with respect to events occurring or claims made before its
adoption or as to claims made after its adoption in respect of events occurring
before its adoption. Any repeal or modification of this Bylaw shall
not in any way diminish any rights to indemnification or advancement of expenses
of any Indemnified Party or the obligations of the Corporation arising hereunder
with respect to events occurring, or claims made, while this Bylaw or any
provisions hereof is in force.
SECTION
8.5
SEVERABILITY;
DEFINITIONS. The invalidity or unenforceability of any provision of
this Article VIII shall not affect the validity or enforceability of any other
provisions hereof. The phrase "this Bylaw" in this Article VIII means
this Article VIII in its entirety.