Exhibit
99.2
ARBOR
REALTY TRUST, INC.
BYLAWS
(Effective December 6, 2007)
ARTICLE
I
OFFICES
Section
1.
PRINCIPAL
OFFICE
. The principal office of the Corporation in the State of
Maryland shall be located at such place as the Board of Directors may
designate.
Section
2.
ADDITIONAL
OFFICES
. The Corporation may have additional offices, including a
principal executive office, at such places as the Board of Directors may from
time to time determine or the business of the Corporation may
require.
ARTICLE
II
MEETINGS
OF STOCKHOLDERS
Section
1.
PLACE
. All
meetings of stockholders shall be held at the principal executive office of
the
Corporation or at such other place as shall be set by the Board of Directors
and
stated in the notice of the meeting.
Section
2.
ANNUAL
MEETING
. An annual meeting of the stockholders for the election
of directors and the transaction of any business within the powers of the
Corporation shall be held on a date and at the time set by the Board of
Directors during the month of May in each year.
Section
3.
SPECIAL
MEETINGS
.
(a)
General
. The chairman of the board, president, chief executive
officer or Board of Directors may call a special meeting of the
stockholders. Subject to subsection (b) of this Section 3, a special
meeting of stockholders shall also be called by the secretary of the Corporation
upon the written request of stockholders entitled to cast not less than a
majority of all the votes entitled to be cast at such meeting.
(b)
Stockholder Requested Special Meetings
. (1) Any stockholder of
record seeking to have stockholders request a special meeting shall, by sending
written notice to the secretary (the “Record Date Request Notice”) by registered
mail, return receipt requested, request the Board of Directors to fix a record
date to determine the stockholders entitled to request a special meeting (the
“Request Record Date”). The Record Date Request Notice shall set
forth the purpose of the meeting and the matters proposed to be acted on at
it,
shall be signed by one or more stockholders of record as of the date of
signature (or their agents duly authorized in writing), shall bear the date
of
signature of each such stockholder (or such agent) and shall set forth all
information relating to each such stockholder that must be disclosed in
solicitations of
proxies
for election of directors in an election contest (even if an election contest
is
not involved), or is otherwise required, in each case pursuant to Regulation
14A
(or any successor provision) under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). Upon receiving the Record Date Request
Notice, the Board of Directors may fix a Request Record Date. The
Request Record Date shall not precede and shall not be more than ten days after
the close of business on the date on which the resolution fixing the Request
Record Date is adopted by the Board of Directors. If the Board of
Directors, within ten days after the date on which a valid Record Date Request
Notice is received, fails to adopt a resolution fixing the Request Record Date
and make a public announcement of such Request Record Date, the Request Record
Date shall be the close of business on the tenth day after the first date on
which the Record Date Request Notice is received by the secretary.
(2)
In order for any stockholder to request a special meeting, one or more written
requests for a special meeting signed by stockholders of record (or their agents
duly authorized in writing) as of the Request Record Date entitled to cast
not
less than a majority (the “Special Meeting Percentage”) of all of the votes
entitled to be cast at such meeting (the “Special Meeting Request”) shall be
delivered to the secretary. In addition, the Special Meeting Request
shall set forth the purpose of the meeting and the matters proposed to be acted
on at it (which shall be limited to the matters set forth in the Record Date
Request Notice received by the secretary), shall bear the date of signature
of
each such stockholder (or such agent) signing the Special Meeting Request,
shall
set forth the name and address, as they appear in the Corporation’s books, of
each stockholder signing such request (or on whose behalf the Special Meeting
Request is signed), the class, series and number of all shares of stock of
the
Corporation which are owned by each such stockholder, and the nominee holder
for, and number of, shares owned by such stockholder beneficially but not of
record, shall be sent to the secretary by registered mail, return receipt
requested, and shall be received by the secretary within 60 days after the
Request Record Date. Any requesting stockholder may revoke his, her
or its request for a special meeting at any time by written revocation delivered
to the secretary.
(3)
The secretary shall inform the requesting stockholders of the reasonably
estimated cost of preparing and mailing the notice of meeting (including the
Corporation’s proxy materials). The secretary shall not be required
to call a special meeting upon stockholder request and such meeting shall not
be
held unless, in addition to the documents required by paragraph (2) of this
Section 3(b), the secretary receives payment of such reasonably estimated cost
prior to the mailing of any notice of the meeting.
(4)
Except as provided in the next sentence, any special meeting shall be held
at
such place, date and time as may be designated by the president, chief executive
officer or Board of Directors, whoever has called the meeting. In the
case of any special meeting called by the secretary upon the request of
stockholders (a “Stockholder Requested Meeting”), such meeting shall be held at
such place, date and time as may be designated by the Board of Directors;
provided
, however, that the date of any Stockholder Requested Meeting
shall be not more than 90 days after the record date for such meeting (the
“Meeting Record Date”); and
provided
further
that if the
Board of Directors fails to designate, within ten days after the date that
a
valid Special Meeting Request is actually received by the secretary (the
“Delivery Date”), a date and time for a Stockholder Requested Meeting, then such
meeting shall be held at 2:00 p.m. local time on the
90
th
day after the
Meeting Record Date or, if such 90
th
day is not
a
Business Day (as defined below), on the first preceding Business Day; and
provided
further
that in the event that the Board of
Directors fails to designate a place for a Stockholder Requested Meeting within
ten days after the Delivery Date, then such meeting shall be held at the
principal executive office of the Corporation. In fixing a date for
any special meeting, the president, chief executive officer or Board of
Directors may consider such factors as he, she or it deems relevant within
the
good faith exercise of business judgment, including, without limitation, the
nature of the matters to be considered, the facts and circumstances surrounding
any request for the meeting and any plan of the Board of Directors to call
an
annual meeting or a special meeting. In the case of any Stockholder
Requested Meeting, if the Board of Directors fails to fix a Meeting Record
Date
that is a date within 30 days after the Delivery Date, then the close of
business on the 30
th
day after
the
Delivery Date shall be the Meeting Record Date.
(5)
If written revocations of requests for the special meeting have been delivered
to the secretary and the result is that stockholders of record (or their agents
duly authorized in writing), as of the Request Record Date, entitled to cast
less than the Special Meeting Percentage have delivered, and not revoked,
requests for a special meeting to the secretary, the secretary shall: (i) if
the
notice of meeting has not already been mailed, refrain from mailing the notice
of the meeting and send to all requesting stockholders who have not revoked
such
requests written notice of any revocation of a request for the special meeting,
or (ii) if the notice of meeting has been mailed and if the secretary first
sends to all requesting stockholders who have not revoked requests for a special
meeting written notice of any revocation of a request for the special meeting
and written notice of the secretary’s intention to revoke the notice of the
meeting, revoke the notice of the meeting at any time before ten days before
the
commencement of the meeting. Any request for a special meeting
received after a revocation by the secretary of a notice of a meeting shall
be
considered a request for a new special meeting.
(6)
The chairman of the Board of Directors, the president or the Board of Directors
may appoint regionally or nationally recognized independent inspectors of
elections to act as the agent of the Corporation for the purpose of promptly
performing a ministerial review of the validity of any purported Special Meeting
Request received by the secretary. For the purpose of permitting the
inspectors to perform such review, no such purported request shall be deemed
to
have been delivered to the secretary until the earlier of (i) five Business
Days
after receipt by the secretary of such purported request and (ii) such date
as
the independent inspectors certify to the Corporation that the valid requests
received by the secretary represent at least a majority of the issued and
outstanding shares of stock that would be entitled to vote at such
meeting. Nothing contained in this paragraph (6) shall in any way be
construed to suggest or imply that the Corporation or any stockholder shall
not
be entitled to contest the validity of any request, whether during or after
such
five Business Day period, or to take any other action (including, without
limitation, the commencement, prosecution or defense of any litigation with
respect thereto, and the seeking of injunctive relief in such
litigation).
(7)
For purposes of these Bylaws, “Business Day” shall mean any day other than a
Saturday, a Sunday or a day on which banking institutions in the State of New
York are authorized or obligated by law or executive order to
close.
Section
4.
NOTICE
. Not
less than ten nor more than 90 days before each meeting of stockholders, the
secretary shall give to each stockholder entitled to vote at such meeting and
to
each stockholder not entitled to vote who is entitled to notice of the meeting
written or printed notice stating the time and place of the meeting and, in
the
case of a special meeting or as otherwise may be required by any statute, the
purpose for which the meeting is called, either by mail, by presenting it to
such stockholder personally, by leaving it at the stockholder’s residence or
usual place of business or by any other means permitted by Maryland
law. If mailed, such notice shall be deemed to be given when
deposited in the United States mail addressed to the stockholder at the
stockholder’s address as it appears on the records of the Corporation, with
postage thereon prepaid.
Any
business of the Corporation may be transacted at an annual meeting of
stockholders without being specifically designated in the notice, except such
business as is required by any statute to be stated in such
notice. No business shall be transacted at a special meeting of
stockholders except as specifically designated in the notice.
Section
5.
ORGANIZATION
AND CONDUCT
. Every meeting of stockholders shall be conducted by
an individual appointed by the Board of Directors to be chairman of the meeting
or, in the absence of such appointment, by the chairman of the board or, in
the
case of a vacancy in the office or absence of the chairman of the board, by
one
of the following officers present at the meeting: the vice chairman
of the board, if there be one, the president, the vice presidents in their
order
of rank and seniority, or, in the absence of such officers, a chairman chosen
by
the stockholders by the vote of a majority of the votes cast by stockholders
present in person or by proxy. The secretary, or, in the secretary’s
absence, an assistant secretary, or in the absence of both the secretary and
assistant secretaries, a person appointed by the Board of Directors or, in
the
absence of such appointment, a person appointed by the chairman of the meeting
shall act as secretary. In the event that the secretary presides at a
meeting of the stockholders, an assistant secretary, or in the absence of
assistant secretaries, an individual appointed by the Board of Directors or
the
chairman of the meeting, shall record the minutes of the meeting. The
order of business and all other matters of procedure at any meeting of
stockholders shall be determined by the chairman of the meeting. The
chairman of the meeting may prescribe such rules, regulations and procedures
and
take such action as, in the discretion of such chairman, are appropriate for
the
proper conduct of the meeting, including, without limitation, (a) restricting
admission to the time set for the commencement of the meeting; (b) limiting
attendance at the meeting to stockholders of record of the Corporation, their
duly authorized proxies and other such individuals as the chairman of the
meeting may determine; (c) limiting participation at the meeting on any matter
to stockholders of record of the Corporation entitled to vote on such matter,
their duly authorized proxies and other such individuals as the chairman of
the
meeting may determine; (d) limiting the time allotted to questions or comments
by participants; (e) maintaining order and security at the meeting; (f) removing
any stockholder or any other individual who refuses to comply with meeting
procedures, rules or guidelines as set forth by the chairman of the meeting;
and
(g) recessing or adjourning the meeting to a later date and time and place
announced at the meeting. Unless otherwise determined by the chairman
of the meeting, meetings of stockholders shall not be required to be held in
accordance with the rules of parliamentary procedure.
Section
6.
QUORUM
. At
any meeting of stockholders, the presence in person or by proxy of stockholders
entitled to cast a majority of all the votes entitled to be cast at such meeting
shall constitute a quorum; but this section shall not affect any requirement
under any statute or the charter of the Corporation for the vote necessary
for
the adoption of any measure. If, however, such quorum shall not be
present at any meeting of the stockholders, the chairman of the meeting or
the
stockholders entitled to vote at such meeting, present in person or by proxy,
shall have the power to adjourn the meeting from time to time to a date not
more
than 120 days after the original record date without notice other than
announcement at the meeting. At such adjourned meeting at which a
quorum shall be present, any business may be transacted which might have been
transacted at the meeting as originally notified.
The
stockholders present either in person or by proxy, at a meeting which has been
duly called and convened, may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.
Section
7.
VOTING
. A
plurality of all the votes cast at a meeting of stockholders duly called and
at
which a quorum is present shall be sufficient to elect a
director. Each share may be voted for as many individuals as there
are directors to be elected and for whose election the share is entitled to
be
voted. A majority of the votes cast at a meeting of stockholders duly
called and at which a quorum is present shall be sufficient to approve any
other
matter which may properly come before the meeting, unless more than a majority
of the votes cast is required by statute or by the charter of the
Corporation. Unless otherwise provided in the charter, each
outstanding share, regardless of class, shall be entitled to one vote on each
matter submitted to a vote at a meeting of stockholders.
Section
8.
PROXIES
. A
stockholder may cast the votes entitled to be cast by the shares of stock owned
of record by the stockholder in person or by proxy executed by the stockholder
or by the stockholder’s duly authorized agent in any manner permitted by
law. Such proxy or evidence of authorization of such proxy shall be
filed with the secretary of the Corporation before or at the
meeting. No proxy shall be valid more than eleven months after its
date unless otherwise provided in the proxy.
Section
9.
VOTING OF STOCK
BY CERTAIN HOLDERS
. Stock of the Corporation registered in the
name of a corporation, partnership, trust or other entity, if entitled to be
voted, may be voted by the president or a vice president, a general partner
or
trustee thereof, as the case may be, or a proxy appointed by any of the
foregoing individuals, unless some other person who has been appointed to vote
such stock pursuant to a bylaw or a resolution of the governing body of such
corporation or other entity or agreement of the partners of a partnership
presents a certified copy of such bylaw, resolution or agreement, in which
case
such person may vote such stock. Any director or other fiduciary may
vote stock registered in his or her name as such fiduciary, either in person
or
by proxy.
Shares
of stock of the Corporation directly or indirectly owned by it shall not be
voted at any meeting and shall not be counted in determining the total number
of
outstanding shares entitled to be voted at any given time, unless they are
held
by it in a fiduciary capacity, in
which
case they may be voted and shall be counted in determining the total number
of
outstanding shares at any given time.
The
Board of Directors may adopt by resolution a procedure by which a stockholder
may certify in writing to the Corporation that any shares of stock registered
in
the name of the stockholder are held for the account of a specified person
other
than the stockholder. The resolution shall set forth the class of
stockholders who may make the certification, the purpose for which the
certification may be made, the form of certification and the information to
be
contained in it; if the certification is with respect to a record date or
closing of the stock transfer books, the time after the record date or closing
of the stock transfer books within which the certification must be received
by
the Corporation; and any other provisions with respect to the procedure which
the Board of Directors considers necessary or desirable. On receipt
of such certification, the person specified in the certification shall be
regarded as, for the purposes set forth in the certification, the stockholder
of
record of the specified stock in place of the stockholder who makes the
certification.
Section
10.
INSPECTORS
. The
Board of Directors, in advance of any meeting, may, but need not, appoint
one or more individual inspectors or one or more entities that designate
individuals as inspectors to act at the meeting or any adjournment
thereof. If an inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more
inspectors. In case any person who may be appointed as an inspector
fails to appear or act, the vacancy may be filled by appointment made by the
Board of Directors in advance of the meeting or at the meeting by the chairman
of the meeting. The inspectors, if any, shall determine the number of
shares outstanding and the voting power of each, the 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. Each such report shall be in writing and signed by him
or her or by a majority of them if there is more than one inspector acting
at
such meeting. If there is more than one inspector, the report of a
majority shall be the report of the inspectors. The report of the
inspector or inspectors on the number of shares represented at the meeting
and
the results of the voting shall be
prima
facie
evidence
thereof.
Section
11.
ADVANCE NOTICE OF
STOCKHOLDER NOMINEES FOR DIRECTOR AND OTHER STOCKHOLDER
PROPOSALS
.
(a)
Annual
Meetings of Stockholders
. (1) Nominations of individuals for
election to the Board of Directors and the proposal of other business to be
considered by the stockholders may be made at an annual meeting of stockholders
(i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction
of the Board of Directors or (iii) by any stockholder of the Corporation who
was
a stockholder of record both at the time of giving of notice by the stockholder
as provided for in this Section 11(a) and at the time of the annual meeting,
who
is entitled to vote at the meeting and who has complied with this Section
11(a).
(2)
For nominations or other business to be properly brought before an annual
meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1) of this
Section 11, the
stockholder
must have given timely notice thereof in writing to the Secretary of the
Corporation and such other business must otherwise be a proper matter for action
by the stockholders. To be timely, a stockholder’s notice shall set
forth all information required under this Section 11 and shall be delivered
to
the Secretary at the principal executive office of the Corporation not less
than
90 days nor more than 120 days prior to the first anniversary of the date of
mailing of the notice for the preceding year’s annual meeting; provided,
however, that in the event that the date of the mailing of the notice for the
annual meeting is advanced or delayed by more than 30 days from the first
anniversary of the date of mailing of the notice for the preceding year’s annual
meeting, notice by the stockholder to be timely must be so delivered not earlier
than the 120
th
day prior to the date of mailing of the notice for such annual meeting and
not
later than the close of business on the later of the 90
th
day prior
to the
date of mailing of the notice for such annual meeting or the tenth day following
the day on which public announcement of the date of mailing of the notice for
such meeting is first made. In no event shall the public announcement of a
postponement or adjournment of an annual meeting commence a new time period
for
the giving of a stockholder’s notice as described above. Such
stockholder’s notice shall set forth (i) as to each individual whom the
stockholder proposes to nominate for election or reelection as a director,
(A)
the name, age, business address and
residence address of
such individual, (B) the class, series and number of any shares of stock of
the
Corporation that are beneficially owned by such individual, (C) the date such
shares were acquired and the investment intent of such acquisition and (D)
all
other information relating to such individual that is required to be disclosed
in solicitations of proxies for election of directors in an election contest
(even if an election contest is not involved), or is otherwise required, in
each
case pursuant to Regulation 14A (or any successor provision) under the Exchange
Act and the rules thereunder (including such individual’s written consent to
being named in the proxy statement as a nominee and to serving as a director
if
elected); (ii) as to any other business that the stockholder proposes to bring
before the meeting, a description of such business, the reasons for proposing
such business at the meeting and any material interest in such business of
such
stockholder and any Stockholder Associated Person (as defined below),
individually or in the aggregate, including any anticipated benefit to the
stockholder and the Stockholder Associated Person therefrom; (iii) as to the
stockholder giving the notice and any Stockholder Associated Person, the class,
series and number of all shares of stock of the Corporation which are owned
by
such stockholder and by such Stockholder Associated
Person,
if any, and the nominee holder for, and number of,
shares owned beneficially but not of record by such stockholder and by any
such
Stockholder Associated Person; (iv) as to the stockholder giving the notice
and
any Stockholder Associated Person covered by clauses (ii) or (iii) of this
paragraph (2) of this Section 11(a), the name and address of such stockholder,
as they appear on the Corporation’s stock ledger and current name and address,
if different, and of such Stockholder Associated Person; and (v) to the extent
known by the stockholder giving the notice, the name and address of any other
stockholder supporting the nominee for election or reelection as a director
or
the proposal of other business on the date of such stockholder’s
notice.
(3)
Notwithstanding anything in this subsection (a) of this Section 11 to
the contrary, in the event the Board of Directors increases or decreases the
maximum or minimum number of directors in accordance with Article III, Section
2
of these Bylaws, and there is no
public announcement of
such action at least 100 days prior to the first anniversary of the date of
mailing of the notice of the preceding year’s annual meeting, a stockholder’s
notice required by
this
Section 11(a) shall also be considered timely, but only with respect to nominees
for any new positions created by such increase, if it shall be delivered to
the
Secretary at the principal executive office of the Corporation not later than
the close of business on the tenth day following the day on which such public
announcement is first made by the Corporation.
(4)
For purposes of this Section 11,
“Stockholder Associated Person” of any stockholder shall mean (i) any person
controlling, directly or indirectly, or acting in concert with, such
stockholder, (ii) any beneficial owner of shares of stock of the Corporation
owned of record or beneficially by such stockholder and (iii) any person
controlling, controlled by or under common control with such Stockholder
Associated Person.
(b)
Special
Meetings of
Stockholders
. Only such business shall be conducted at a special
meeting of stockholders as shall have been brought before the meeting pursuant
to the Corporation’s notice of meeting. Nominations of individuals
for election to the Board of Directors may be made at a special meeting of
stockholders at which directors are to be elected (i) pursuant to the
Corporation’s notice of meeting, (ii) by or at the direction of the Board of
Directors or (iii) provided that the Board of Directors has determined that
directors shall be elected at such special meeting, by any stockholder of the
Corporation who is a stockholder of record both at the time of giving of notice
provided for in this Section 11 and at the time of the special meeting, who
is
entitled to vote at the meeting and who complied with the notice procedures
set
forth in this Section 11. In the event the Corporation calls a
special meeting of stockholders for the purpose of electing one or more
individuals to the Board of Directors, any such stockholder may nominate an
individual or individuals (as the case may be) for election as a director as
specified in the Corporation’s notice of meeting, if the stockholder’s notice
required by paragraph (2) of this Section 11(a) shall be delivered to the
Secretary at the principal executive office of the Corporation not earlier
than
the 120
th
day
prior to such special meeting and not later than the close of business on the
later of the 90
th
day prior
to such
special meeting or the tenth day following the day on which public announcement
is first made of the
date of the special meeting and of
the nominees proposed by the Board of Directors to be elected at such
meeting. In no event shall the public announcement of a postponement
or adjournment of a special meeting commence a new time period for the giving
of
a stockholder’s notice as described above.
(c)
General
. (1)
Upon
written request by the secretary or the Board of Directors or any committee
thereof, any stockholder proposing a nominee for election as a director or
any
proposal for other business at a meeting of stockholders shall provide, within
five Business Days of delivery of such request (or such other period as may
be
specified in such request), written verification, satisfactory, in the
discretion of the Board of Directors or any committee thereof or any authorized
officer of the Corporation, to demonstrate the accuracy of
any
information submitted by the stockholder pursuant to
this Section 11. If a stockholder fails to provide such written
verification within such period, the information as to which written
verification was requested may be deemed not to have been provided in accordance
with this Section 11.
(2)
Only such individuals who are
nominated in accordance with this Section 11 shall be eligible for election
as
directors, and only such business shall be conducted at a meeting
of
stockholders as shall have been brought before the
meeting in accordance with this Section 11.
The
chairman of the meeting shall have the power to determine whether a nomination
or any other business proposed to be brought before the meeting was made or
proposed, as the case may be, in accordance with this Section 11.
(3)
For purposes of this Section 11, (a) the “date of mailing of the notice” shall
mean the date of the proxy statement for the solicitation of proxies for
election of directors and (b) “public announcement” shall mean disclosure (i) in
a press release reported by the Dow Jones News Service, Associated Press or
comparable news service or (ii) in a document publicly filed by the Corporation
with the Securities and Exchange Commission pursuant to the Exchange
Act.
(4)
Notwithstanding the foregoing provisions of this Section 11, a
stockholder
shall also comply with all applicable
requirements of state law and of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this Section
11. Nothing in this Section 11 shall be deemed to affect any right of
a stockholder to request inclusion of a proposal in, nor the right of the
Corporation to omit a proposal from, the Corporation’s proxy statement pursuant
to Rule 14a-8 (or any successor provision) under the Exchange Act.
Section
12.
VOTING BY
BALLOT
. Voting on any question or in any election may be
viva
voce
unless the presiding officer shall order or any stockholder shall
demand that voting be by ballot.
Section
13.
CONTROL SHARE
ACQUISITION ACT
. Notwithstanding any other provision of the
charter of the Corporation or these Bylaws, Title 3, Subtitle 7 of the
Maryland General Corporation Law (or any successor statute) (the "MGCL") shall
not apply to any acquisition by any person of shares of stock of the
Corporation. This section may be repealed, in whole or in part, at
any time, whether before or after an acquisition of control shares and, upon
such repeal, may, to the extent provided by any successor bylaw, apply to any
prior or subsequent control share acquisition.
ARTICLE
III
DIRECTORS
Section
1.
GENERAL
POWERS
. The business and affairs of the Corporation shall be
managed under the direction of its Board of Directors.
Section
2.
NUMBER, TENURE AND
QUALIFICATIONS
. At any regular meeting or at any special meeting
called for that purpose, a majority of the entire Board of Directors may
establish, increase or decrease the number of directors, provided that the
number thereof shall never be less than the minimum number required by the
MGCL,
nor more than 12, and further provided that the tenure of office of a director
shall not be affected by any decrease in the number of directors.
Section 3.
ANNUAL
AND
REGULAR MEETINGS
. An annual meeting of the Board of Directors
shall be held immediately after and at the same place as the annual meeting
of
stockholders, no notice other than this Bylaw being necessary. In the
event such
meeting
is not so held, 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. The Board of Directors may provide, by resolution, the
time
and place for the holding of regular meetings of the Board of Directors without
other notice than such resolution.
Section
4.
SPECIAL
MEETINGS
. Special meetings of the Board of Directors may be
called by or at the request of the chairman of the board, the chief executive
officer, the president or by a majority of the directors then in
office. The person or persons authorized to call special meetings of
the Board of Directors may fix any place as the place for holding any special
meeting of the Board of Directors called by them. The Board of
Directors may provide, by resolution, the time and place for the holding of
special meetings of the Board of Directors without other notice than such
resolution.
Section
5.
NOTICE
. Notice
of any special meeting of the Board of Directors shall be delivered personally
or by telephone, electronic mail, facsimile transmission, United States mail
or
courier to each director at his or her business or residence
address. Notice by personal delivery, telephone, electronic mail or
facsimile transmission shall be given at least 24 hours prior to the
meeting. Notice by United States mail shall be given at least three
days prior to the meeting. Notice by courier shall be given at least
two days prior to the meeting. Telephone notice shall be deemed to be
given when the director or his or her agent is personally given such notice
in a
telephone call to which the director or his or her agent is a
party. Electronic mail notice shall be deemed to be given upon
transmission of the message to the electronic mail address given to the
Corporation by the director. Facsimile transmission notice shall be
deemed to be given upon completion of the transmission of the message to the
number given to the Corporation by the director and receipt of a completed
answer-back indicating receipt. Notice by United States mail shall be
deemed to be given when deposited in the United States mail properly addressed,
with postage thereon prepaid. Notice by courier shall be deemed to be
given when deposited with or delivered to a courier properly
addressed. Neither the business to be transacted at, nor the purpose
of, any annual, regular or special meeting of the Board of Directors need be
stated in the notice, unless specifically required by statute or these
Bylaws.
Section
6.
QUORUM
. A
majority of the directors shall constitute a quorum for transaction of business
at any meeting of the Board of Directors, provided that, if less than a majority
of such directors are present at said meeting, a majority of the directors
present may adjourn the meeting from time to time without further notice, and
provided further that if, pursuant to the charter of the Corporation or these
Bylaws, the vote of a majority of a particular group of directors is required
for action, a quorum must also include a majority of such
group.
The
directors present at a meeting which has been duly called and convened may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough directors to leave less than a quorum.
Section
7.
VOTING
. The
action of the majority of the directors present at a meeting at which a quorum
is present shall be the action of the Board of Directors, unless the concurrence
of a greater proportion is required for such action by applicable statute or
the
charter.
If enough Directors have withdrawn from a meeting to leave less than a quorum
but the meeting is not adjourned, the action of a majority of that number of
Directors necessary to constitute a quorum at such meeting shall be the action
of the Board of Directors, unless the concurrence of a greater proportion is
required for such action by applicable statute or by the charter.
Section
8.
ORGANIZATION
. At
each meeting of the Board of Directors, the chairman of the board or, in the
absence of the chairman, the vice chairman of the board, if any, shall act
as
Chairman. In the absence of both the chairman and vice chairman of
the board, the chief executive officer or in the absence of the chief executive
officer, the president or in the absence of the president, a director
chosen by a majority of the directors present, shall act as
Chairman. The secretary or, in his or her absence, an assistant
secretary of the Corporation, or in the absence of the secretary and all
assistant secretaries, a person appointed by the Chairman, shall act as
Secretary of the meeting.
Section
9.
TELEPHONE
MEETINGS
. Directors may participate in a meeting by means of a
conference telephone or similar communications equipment if all persons
participating in the meeting can hear each other at the same
time. Participation in a meeting by these means shall constitute
presence in person at the meeting.
Section
10.
WRITTEN CONSENT BY
DIRECTORS
. Any action required or permitted to be taken at any
meeting of the Board of Directors may be taken without a meeting, if a consent
in writing to such action is signed by each director and such written consent
is
filed with the minutes of proceedings of the Board of Directors.
Section
11.
VACANCIES
. If
for any reason any or all the directors cease to be directors, such event shall
not terminate the Corporation or affect these Bylaws or the powers of the
remaining directors hereunder (even if fewer than three directors
remain). Any vacancy on the Board of Directors for any cause other
than an increase in the number of directors shall be filled by a majority of
the
remaining directors, even if such majority is less than a quorum. Any
vacancy in the number of directors created by an increase in the number of
directors may be filled by a majority vote of the entire Board of
Directors. Any individual so elected as director shall serve until
the next annual meeting of stockholders and until his or her successor is
elected and qualifies.
Section
12.
COMPENSATION
. Directors
shall not receive any stated salary for their services as directors but, by
resolution of the Board of Directors, may receive compensation per year and/or
per meeting and/or per visit to real property or other facilities owned or
leased by the Corporation and for any service or activity they performed or
engaged in as directors. Directors may be reimbursed for expenses of
attendance, if any, at each annual, regular or special meeting of the Board
of
Directors or of any committee thereof and for their expenses, if any, in
connection with each property visit and any other service or activity they
performed or engaged in as directors; but nothing herein contained shall be
construed to preclude any directors from serving the Corporation in any other
capacity and receiving compensation therefor.
Section
13.
LOSS OF
DEPOSITS
. No director shall be liable for any loss which may
occur by reason of the failure of the bank, trust company, savings and loan
association, or other institution with whom moneys or stock have been
deposited.
Section
14.
SURETY
BONDS
. Unless required by law, no director shall be obligated to
give any bond or surety or other security for the performance of any of his
or
her duties.
Section
15.
RELIANCE
. Each
director, officer, employee and agent of the Corporation shall, in the
performance of his or her duties with respect to the Corporation, be fully
justified and protected with regard to any act or failure to act in reliance
in
good faith upon the books of account or other records of the Corporation, upon
an opinion of counsel or upon reports made to the Corporation by any of its
officers or employees or by the adviser, accountants, appraisers or other
experts or consultants selected by the Board of Directors or officers of the
Corporation, regardless of whether such counsel or expert may also be a
director.
Section
16.
CERTAIN RIGHTS OF
DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
. The directors shall
have no responsibility to devote their full time to the affairs of the
Corporation. Any director or officer, employee or agent of the
Corporation, in his or her personal capacity or in a capacity as an affiliate,
employee, or agent of any other person, or otherwise, may have business
interests and engage in business activities similar to or in addition to or
in
competition with those of or relating to the Corporation.
ARTICLE
IV
COMMITTEES
Section
1.
NUMBER, TENURE AND
QUALIFICATIONS
. The Board of Directors may appoint from among its
members an Executive Committee, an Audit Committee, a Compensation Committee
and
other committees, composed of one or more directors, to serve at the pleasure
of
the Board of Directors.
Section
2.
POWERS
. The
Board of Directors may delegate to committees appointed under Section 1 of
this
Article any of the powers of the Board of Directors, except as prohibited by
law.
Section
3.
MEETINGS
. Notice
of committee meetings shall be given in the same manner as notice for special
meetings of the Board of Directors. A majority of the members of the
committee shall constitute a quorum for the transaction of business at any
meeting of the committee. The act of a majority of the committee
members present at a meeting shall be the act of such committee. The
Board of Directors may designate a chairman of any committee, and such chairman
or, in the absence of a chairman, any two members of any committee (if there
are
at least two members of the Committee) may fix the time and place of its meeting
unless the Board shall otherwise provide. In the absence of any
member of any such committee, the members thereof present at any meeting,
whether or not they constitute a quorum, may appoint another director to act
in
the place of such absent member. Each committee shall keep minutes of
its proceedings.
Section
4.
TELEPHONE
MEETINGS
. Members of a committee of the Board of Directors may
participate in a meeting by means of a conference telephone or similar
communications equipment if all persons participating in the meeting can hear
each other at the same time. Participation in a meeting by these
means shall constitute presence in person at the meeting.
Section
5.
WRITTEN CONSENT BY
COMMITTEES
. Any action required or permitted to be taken at any
meeting of a committee of the Board of Directors may be taken without a meeting,
if a consent in writing to such action is signed by each member of the committee
and such written consent is filed with the minutes of proceedings of such
committee.
Section
6.
VACANCIES
. Subject
to the provisions hereof, the Board of Directors shall have the power at any
time to change the membership of any committee, to fill all vacancies, to
designate alternate members to replace any absent or disqualified member or
to
dissolve any such committee.
ARTICLE
V
OFFICERS
Section
1.
GENERAL
PROVISIONS
. The officers of the Corporation shall
include
a president, a secretary and a treasurer and may
include a chairman of the board, a vice chairman of the board, a chief executive
officer, one or more vice presidents, a chief operating officer, a chief
financial officer, a chief credit officer,
one or
more assistant secretaries and one or more assistant treasurers. In
addition, the Board of Directors may from time to time elect such other officers
with such powers and duties as they shall deem necessary or
desirable. The officers of the Corporation shall be elected annually
by the Board of Directors, except that the chief executive officer or president
may from time to time appoint one or more vice presidents, assistant secretaries
and assistant treasurers or other officers. Each officer shall hold
office until his or her successor is elected and qualifies or until his or
her
death, or his or her resignation or removal in the manner hereinafter
provided. Any two or more offices except president and vice president
may be held by the same person. Election of an officer or agent shall
not of itself create contract rights between the Corporation and such officer
or
agent.
Section
2.
REMOVAL AND
RESIGNATION
. Any officer or agent of the Corporation may be
removed, with or without cause, by the Board of Directors if in its judgment
the
best interests of the Corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed. Any officer of the Corporation may resign at any time by
giving written notice of his or her resignation to the Board of Directors,
the
chairman of the board, the president or the secretary. Any
resignation shall take effect immediately upon its receipt or at such later
time
specified in the notice of resignation. The acceptance of a
resignation shall not be necessary to make it effective unless otherwise
stated
in the resignation. Such resignation shall be without prejudice to
the contract rights, if any, of the Corporation.
Section
3.
VACANCIES
. A
vacancy in any office may be filled by the Board of Directors for the balance
of
the term.
Section
4.
CHIEF EXECUTIVE
OFFICER
. The Board of Directors may designate a chief executive
officer. In the absence of such designation, the chairman of the
board shall be the chief executive officer of the Corporation. The
chief executive officer shall have general responsibility for implementation
of
the policies of the Corporation, as determined by the Board of Directors, and
for the management of the business and affairs of the Corporation.
Section
5.
CHIEF OPERATING
OFFICER
. The Board of Directors may designate a chief operating
officer. The chief operating officer shall have the responsibilities
and duties as set forth by the Board of Directors or the chief executive
officer.
Section
6.
CHIEF FINANCIAL
OFFICER
. The Board of Directors may designate a chief financial
officer. The chief financial officer shall have the responsibilities
and duties as set forth by the Board of Directors or the chief executive
officer.
Section
7.
CHIEF CREDIT
OFFICER
. The Board of Directors may designate a chief credit
officer. The chief credit officer shall have the responsibilities and
duties as set forth by the Board of Directors or the chief executive
officer.
Section
8.
CHAIRMAN OF THE
BOARD
. The Board of Directors shall designate a chairman of the
board. The chairman of the board shall preside over the meetings of
the Board of Directors and of the stockholders at which he shall be
present. The chairman of the board shall perform such other duties as
may be assigned to him or her by the Board of Directors.
Section
9.
PRESIDENT
. In
the absence of a chief executive officer, the president shall in general
supervise and control all of the business and affairs of the
Corporation. In the absence of a designation of a chief operating
officer by the Board of Directors, the president shall be the chief operating
officer. He may execute any deed, mortgage, bond, contract or other
instrument, except in cases where the execution thereof shall be expressly
delegated by the Board of Directors or by these Bylaws to some other officer
or
agent of the Corporation or shall be required by law to be otherwise executed;
and in general shall perform all duties incident to the office of president
and
such other duties as may be prescribed by the Board of Directors from time
to
time.
Section
10.
VICE
PRESIDENTS
. In the absence of the president or in the event of a
vacancy in such office, the vice president (or in the event there be more than
one vice president, the vice presidents in the order designated at the time
of
their election or, in the absence of any designation, then in the order of
their
election) shall perform the duties of the president and when so acting shall
have all the powers of and be subject to all the restrictions upon the
president; and shall perform such other duties as from time to time may be
assigned to
such
vice president by the president or by the Board of Directors. The
Board of Directors may designate one or more vice presidents as executive vice
president or as vice president for particular areas of
responsibility.
Section
11.
SECRETARY
. The
secretary shall (a) keep the minutes of the proceedings of the stockholders,
the
Board of Directors and committees of the Board of Directors in one or more
books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these Bylaws or as required by law; (c) be custodian
of
the corporate records and of the seal of the Corporation; (d) keep a register
of
the post office address of each stockholder which shall be furnished to the
secretary by such stockholder; (e) have general charge of the stock transfer
books of the Corporation; and (f) in general perform such other duties as from
time to time may be assigned to him by the chief executive officer, the
president or by the Board of Directors.
Section
12.
TREASURER
. The
treasurer shall have the custody of the funds and securities of the Corporation
and shall keep full and accurate accounts of receipts and disbursements in
books
belonging to the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories
as
may be designated by the Board of Directors. In the absence of a
designation of a chief financial officer by the Board of Directors, the
treasurer shall be the chief financial officer of the Corporation.
The
treasurer shall disburse the funds of the Corporation as may be ordered by
the
Board of Directors, taking proper vouchers for such disbursements, and shall
render to the president and Board of Directors, at the regular meetings of
the
Board of Directors or whenever it may so require, an account of all his or
her
transactions as treasurer and of the financial condition of the
Corporation.
If
required by the Board of Directors, the treasurer shall give the Corporation
a
bond in such sum and with such surety or sureties as shall be satisfactory
to
the Board of Directors for the faithful performance of the duties of his or
her
office and for the restoration to the Corporation, in case of his or her death,
resignation, retirement or removal from office, of all books, papers, vouchers,
moneys and other property of whatever kind in his or her possession or under
his
or her control belonging to the Corporation.
Section
13.
ASSISTANT SECRETARIES AND
ASSISTANT
TREASURERS
. The assistant secretaries and
assistant treasurers, in general, shall perform such duties as shall be assigned
to them by the secretary or treasurer, respectively, or by the president or
the
Board of Directors. The assistant treasurers shall, if required by
the Board of Directors, give bonds for the faithful performance of their duties
in such sums and with such surety or sureties as shall be satisfactory to the
Board of Directors.
Section
14.
SALARIES
. The
salaries and other compensation of the officers shall be fixed from time to
time
by the Board of Directors and no officer shall be prevented from receiving
such
salary or other compensation by reason of the fact that he is also a
director.
ARTICLE
VI
CONTRACTS,
LOANS, CHECKS AND DEPOSITS
Section
1.
CONTRACTS
. The
Board of Directors may authorize any officer or agent to enter into any contract
or to execute and deliver any instrument in the name of and on behalf of the
Corporation and such authority may be general or confined to specific
instances. Any agreement, deed, mortgage, lease or other document
shall be valid and binding upon the Corporation when authorized or ratified
by
action of the Board of Directors
and executed by an
authorized person.
Section
2.
CHECKS AND
DRAFTS
. All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
Corporation shall be signed by such officer or agent of the Corporation in
such
manner as shall from time to time be determined by the Board of
Directors.
Section
3.
DEPOSITS
. All
funds of the Corporation not otherwise employed shall be deposited from time
to
time to the credit of the Corporation in such banks, trust companies or other
depositories as the Board of Directors may designate.
ARTICLE
VII
STOCK
Section
1.
CERTIFICATES
. The
Corporation may issue some or all of the shares of any or all of the
Corporation's classes or series of stock without certificates if authorized
by
the Board of Directors. In the event that the Corporation issues
shares of stock represented by certificates, such certificates shall be in
such
form as prescribed by the Board of Directors or a duly authorized officer,
shall
contain the statements and information required by the MGCL and shall be signed
by the officers of the Corporation in the manner permitted by the
MGCL. In the event that the Corporation issues shares of stock
without certificates, to the extent then required by the MGCL, the Corporation
shall provide to the record holders of such shares a written statement of the
information required by the MGCL to be included on stock
certificates. There shall be no differences in the rights and
obligations of stockholders based on whether or not their shares are represented
by certificates. If a class or series of stock is authorized by the
Board of Directors to be issued without certificates, no stockholder shall
be
entitled to a certificate or certificates representing any shares of such class
or series of stock held by such stockholder unless otherwise determined by
the
Board of Directors and then only upon written request by such stockholder to
the
secretary of the Corporation.
Section
2.
TRANSFERS
. All
transfers of stock shall be made on the books of the Corporation, by the holder
of the shares, in person or by his or her attorney, in such manner as the Board
of Directors or any officer of the Corporation may prescribe and, if such shares
are certificated, upon surrender of certificates duly endorsed. The
issuance of a new certificate upon the transfer of certificated shares is
subject to the determination of the Board of Directors that such shares shall
no
longer be represented by certificates. Upon the transfer
of
uncertificated
shares, to the extent then required by the MGCL, the Corporation shall provide
to record holders of such shares a written statement of the information required
by the MGCL to be included on stock certificates.
The
Corporation shall be entitled to treat the holder of record of any share of
stock as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share or on the
part of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of the State of
Maryland.
Notwithstanding
the foregoing, transfers of shares of any class or series of stock will be
subject in all respects to the charter of the Corporation and all of the terms
and conditions contained therein.
Section
3.
REPLACEMENT
CERTIFICATE
. Any officer of the Corporation may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
destroyed, stolen or mutilated, upon the making of an affidavit of that fact
by
the person claiming the certificate of stock to be lost, destroyed, stolen
or
mutilated; provided, however, if such shares have ceased to be certificated,
no
new certificate shall be issued unless requested in writing by such stockholder
and the Board of Directors has determined such certificates may be
issued. Unless otherwise determined by an officer of the Corporation,
the owner of such lost, destroyed, stolen or mutilated certificate or
certificates, or his or her legal representative, shall be required, as a
condition precedent to the issuance of a new certificate or certificates, to
give the Corporation a bond in such sums as it may direct as indemnity against
any claim that may be made against the Corporation.
Section
4.
CLOSING OF TRANSFER
BOOKS OR FIXING OF RECORD DATE
. The Board of Directors may set,
in advance, a record date for the purpose of determining stockholders entitled
to notice of or to vote at any meeting of stockholders or determining
stockholders entitled to receive payment of any dividend or the allotment of
any
other rights, or in order to make a determination of stockholders for any other
proper purpose. Such date, in any case, shall not be prior to the
close of business on the day the record date is fixed and shall be not more
than
90 days and, in the case of a meeting of stockholders, not less than ten days,
before the date on which the meeting or particular action requiring such
determination of stockholders of record is to be held or taken.
In
lieu of fixing a record date, the Board of Directors may provide that the stock
transfer books shall be closed for a stated period but not longer than 20
days. If the stock transfer books are closed for the purpose of
determining stockholders entitled to notice of or to vote at a meeting of
stockholders, such books shall be closed for at least ten days before the date
of such meeting.
If
no record date is fixed and the stock transfer books are not closed for the
determination of stockholders, (a) the record date for the determination of
stockholders entitled to notice of or to vote at a meeting of stockholders
shall
be at the close of business on the day on
which
the notice of meeting is mailed or the 30th day before the meeting, whichever
is
the closer date to the meeting; and (b) the record date for the determination
of
stockholders entitled to receive payment of a dividend or an allotment of any
other rights shall be the close of business on the day on which the resolution
of the directors, declaring the dividend or allotment of rights, is
adopted.
When
a determination of stockholders entitled to vote at any meeting of stockholders
has been made as provided in this section, such determination shall apply to
any
adjournment thereof, except when (i) the determination has been made through
the
closing of the transfer books and the stated period of closing has expired
or
(ii) the meeting is adjourned to a date more than 120 days after the record
date
fixed for the original meeting, in either of which case a new record date shall
be determined as set forth herein.
Section
5.
STOCK
LEDGER
. The Corporation shall maintain at its principal office or
at the office of its counsel, accountants or transfer agent, an original or
duplicate share ledger containing the name and address of each stockholder
and
the number of shares of each class held by such stockholder.
Section
6.
FRACTIONAL STOCK;
ISSUANCE OF UNITS
. The Board of Directors may issue fractional
stock or provide for the issuance of scrip, all on such terms and under such
conditions as they may determine. Notwithstanding any other provision
of the charter or these Bylaws, the Board of Directors may issue units
consisting of different securities of the Corporation. Any security
issued in a unit shall have the same characteristics as any identical securities
issued by the Corporation, except that the Board of Directors may provide that
for a specified period securities of the Corporation issued in such unit may
be
transferred on the books of the Corporation only in such unit.
ARTICLE
VIII
ACCOUNTING
YEAR
The
Board of Directors shall have the power, from time to time, to fix the fiscal
year of the Corporation by a duly adopted resolution.
ARTICLE
IX
DISTRIBUTIONS
Section
1.
AUTHORIZATION
. Dividends
and other distributions upon the stock of the Corporation may be authorized
by
the Board of Directors, subject to the provisions of law and the charter of
the
Corporation. Dividends and other distributions may be paid in cash,
property or stock of the Corporation, subject to the provisions of law and
the
charter.
Section
2.
CONTINGENCIES
. Before
payment of any dividends or other distributions, there may be set aside out
of
any assets of the Corporation available for dividends or other distributions
such sum or sums as the Board of Directors may from time to time, in
its
absolute
discretion, think proper as a reserve fund for contingencies, for equalizing
dividends or other distributions, for repairing or maintaining any property
of
the Corporation or for such other purpose as the Board of Directors shall
determine to be in the best interest of the Corporation, and the Board of
Directors may modify or abolish any such reserve.
ARTICLE
X
INVESTMENT
POLICY
Subject
to the provisions of the charter of the Corporation, the Board of Directors
may
from time to time adopt, amend, revise or terminate any policy or policies
with
respect to investments by the Corporation as it shall deem appropriate in its
sole discretion.
ARTICLE
XI
SEAL
Section
1.
SEAL
. The
Board of Directors may authorize the adoption of a seal by the
Corporation. The seal shall contain the name of the Corporation and
the year of its incorporation and the words “Incorporated
Maryland.” The Board of Directors may authorize one or more duplicate
seals and provide for the custody thereof.
Section
2.
AFFIXING
SEAL
. Whenever the Corporation is permitted or required to affix
its seal to a document, it shall be sufficient to meet the requirements of
any
law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent
to the signature of the person authorized to execute the document on behalf
of
the Corporation.
ARTICLE
XII
INDEMNIFICATION
AND ADVANCE OF EXPENSES
To
the maximum extent permitted by Maryland law in effect from time to time, the
Corporation shall indemnify and, without requiring a preliminary determination
of the ultimate entitlement to indemnification, shall pay or reimburse
reasonable expenses in advance of final disposition of a proceeding to (a)
any
individual who is a present or former director or officer of the Corporation
and
who is made a party to the proceeding by reason of his or her service in that
capacity or (b) any individual who, while a director of the Corporation and
at
the request of the Corporation, serves or has served as a director, officer,
partner or trustee of such corporation, real estate investment trust,
partnership, joint venture, trust, employee benefit plan or other enterprise
and
who is made a party to the proceeding by reason of his or her service in that
capacity. The Corporation may, with the approval of its Board of
Directors, provide such indemnification and advance for expenses to a person
who
served a predecessor of the Corporation in any of the capacities described
in
(a) or (b) above and to any employee or agent of the Corporation or a
predecessor of the Corporation.
Neither
the amendment nor repeal of this Article, nor the adoption or amendment of
any
other provision of the Bylaws or charter of the Corporation inconsistent with
this Article, 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
XIII
WAIVER
OF NOTICE
Whenever
any notice is required to be given pursuant to the charter of the Corporation
or
these Bylaws or pursuant to applicable law, a waiver thereof in writing, signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such
notice. Neither the business to be transacted at nor the purpose of
any meeting need be set forth in the waiver of notice, unless specifically
required by statute. The attendance of any person at any meeting
shall constitute a waiver of notice of such meeting, except where such person
attends a meeting for the express purpose of objecting to the transaction of
any
business on the ground that the meeting is not lawfully called or
convened.
ARTICLE
XIV
AMENDMENT
OF BYLAWS
The
Board of Directors shall have the exclusive power to adopt, alter or repeal
any
provision of these Bylaws and to make new Bylaws.