EX-3.1 2 orc8k20221213x31.htm EXHIBIT 3.1 orc8k20221213x31
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ORCHID ISLAND CAPITAL,
 
INC.
AMENDED & RESTATED
 
BYLAWS
(As adopted by the Board of Directors on December 13, 2022)
ARTICLE I
OFFICES
Section 1.1
 
Principal Office
.
 
The principal office
 
of Orchid Island
 
Capital, Inc., a
 
Maryland corporation (the
“
Corporation
”), in the
 
State of Maryland
 
shall be located
 
at such place
 
as the board
 
of directors of
 
the Corporation (the
 
“
Board
of Directors
”) may designate.
Section 1.2
 
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 2.1
 
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 in
 
accordance with
 
these Bylaws and
 
stated in
 
the notice of
 
the meeting.
 
The Board
 
of
Directors
 
is authorized
 
to determine
 
that a
 
meeting
 
not be
 
held
 
at any
 
place, but
 
instead may
 
be held
 
partially
 
or solely
 
by
means of remote
 
communication.
 
In accordance with
 
these Bylaws and
 
subject to any
 
guidelines and procedures
 
adopted by
the Board of Directors,
 
stockholders and proxy holders
 
may participate in any
 
meeting of stockholders held by
 
means of remote
communication
 
and
 
may
 
vote
 
at
 
such
 
meeting
 
as
 
permitted
 
by
 
Maryland
 
law.
 
Participation
 
in
 
a
 
meeting
 
by
 
these
 
means
constitutes presence in person at the meeting.
Section 2.2
 
Annual Meeting
.
 
An annual meeting of stockholders for the election of directors and the
transaction of any business within the powers of the Corporation shall be
 
held on the date and at the time and place set by the
Board of Directors.
Section 2.3
Special Meetings
.
(a)
 
General
.
 
Each
 
of
 
the
 
Chair
 
of
 
the
 
Board
 
of
 
Directors,
 
Chief
 
Executive
 
Officer,
 
President
 
and
 
Board
 
of
Directors may call a
 
special meeting of stockholders. Except
 
as provided in Section
 
2.3(b)(4), a special meeting
 
of stockholders
shall be held on
 
the date and at
 
the time and place
 
set by the
 
Chair of the Board
 
of Directors, Chief Executive
 
Officer, President,
Board of Directors or by whoever has
 
called the meeting. Subject to Section
 
2.3(b), a special meeting of stockholders shall
 
also
be called
 
by the
 
Secretary
 
of the
 
Corporation
 
to act
 
on any
 
matter that
 
may
 
properly be
 
considered
 
at a
 
special meeting
 
of
stockholders upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast
on such matter 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
 
of the
 
Corporation
 
(the “
Record Date
 
Request
 
Notice
”) at
 
the
 
principal
 
executive
office of
 
the Corporation
 
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 a writing
accompanying the
 
Record Date
 
Request Notice),
 
shall bear
 
the date
 
of signature
 
of each
 
such stockholder
 
(or such
agent) and shall set forth all information relating to each such stockholder and each matter proposed
 
to be acted on at
the meeting
 
that would
 
be required
 
to be
 
disclosed in
 
connection with
 
the solicitation
 
of proxies
 
for the
 
election of
directors
 
in
 
an
 
election
 
contest
 
(even
 
if
 
an
 
election
 
contest
 
is
 
not
 
involved),
 
or
 
would
 
otherwise
 
be
 
required
 
in
connection with
 
such a solicitation,
 
in each case
 
pursuant to
 
Regulation 14A
 
(or any
 
successor provision)
 
under the
Securities Exchange
 
Act of
 
1934, as
 
amended, together
 
with the
 
rules and
 
regulations promulgated
 
thereunder (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 (10) 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
 
(10) days after the
 
date on which a
 
valid Record Date Request
 
Notice is received, fails
 
to adopt
a resolution fixing the Request
 
Record Date, the Request Record
 
Date shall be the
 
close of business on
 
the tenth (10th)
day after the first date on which such Record Date Request Notice is received by
 
the Secretary.
(2)
 
In order for any stockholder
 
to request a special meeting
 
to act on any matter
 
that may properly be
considered at a
 
special meeting of stockholders,
 
one or more written
 
requests for a special
 
meeting (collectively,
 
the
“
Special
 
Meeting
 
Request
”)
 
signed
 
by
 
stockholders
 
of
 
record
 
(or
 
their
 
agents
 
duly
 
authorized
 
in
 
a
 
writing
accompanying the
 
request) as of
 
the Request Record
 
Date entitled to
 
cast not less
 
than a majority
 
of all of
 
the votes
entitled
 
to
 
be
 
cast
 
on
 
such
 
matter
 
at
 
such
 
meeting
 
(the
 
“
Special
 
Meeting
 
Percentage
”)
 
shall
 
be
 
delivered
 
to
 
the
Secretary.
 
In
 
addition,
 
the
 
Special
 
Meeting
 
Request
 
shall
 
(i)
 
set
 
forth
 
the
 
purpose
 
of
 
the
 
meeting
 
and
 
the
 
matters
proposed
 
to be
 
acted on
 
at it
 
(which
 
shall be
 
limited to
 
those lawful
 
matters
 
set forth
 
in the
 
Record
 
Date
 
Request
Notice received by the Secretary),
 
(ii) bear the date of signature
 
of each such stockholder
 
(or such agent) signing the
Special Meeting Request, (iii)
 
set forth (A) 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), (B) the class,
 
series and
number of all shares of stock of
 
the Corporation which are owned (beneficially or of record)
 
by each such stockholder
and (C) the
 
nominee holder for, and number
 
of, shares of
 
stock of the
 
Corporation owned beneficially but
 
not of record
by such stockholder,
 
(iv) be sent to
 
the Secretary by registered
 
mail, return receipt
 
requested, and (v) be
 
received by
the
 
Secretary
 
within
 
sixty
 
(60)
 
days
 
after
 
the
 
Request
 
Record
 
Date.
 
Any
 
requesting
 
stockholder
 
(or
 
agent
 
duly
authorized in a writing accompanying the revocation of the Special Meeting Request) may revoke such stockholder’s
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 or delivering the notice of the 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
 
Section
 
2.3(b)(2),
 
the
 
Secretary
 
receives
 
payment
 
of such
 
reasonably
 
estimated
 
cost
prior to the preparation and mailing or delivery of such notice of the meeting.
(4)
 
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 ninety (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 (10) 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 ninetieth
 
(90th) day
 
after the Meeting
 
Record Date
 
or, if
such ninetieth (90th) 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 (10)
 
days after the
 
Delivery Date,
 
then such
 
meeting shall be
 
held at the
 
principal executive
 
office of
 
the
Corporation. In fixing a date for a Stockholder-Requested Meeting, the Board of Directors may
 
consider such factors
as
 
it
 
deems
 
relevant,
 
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 thirty
 
(30) days
 
after the Delivery
 
Date, then
 
the close
 
of business
 
on the
 
thirtieth
(30th) day after
 
the Delivery Date
 
shall be the
 
Meeting Record Date.
 
The Board of
 
Directors may revoke
 
the notice
for any Stockholder-Requested
 
Meeting in the
 
event that the
 
requesting stockholders fail to
 
comply with the
 
provisions
of Section 2.3(b)(3).
(5)
 
If written revocations of
 
the Special Meeting Request 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
 
on
the matter to the Secretary: (i) if the notice of meeting has not already been delivered, the Secretary shall refrain from
delivering 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
 
a special
 
meeting
 
on the
 
matter,
 
or (ii)
 
if the
 
notice of
 
meeting
 
has been
delivered and
 
if the
 
Secretary first
 
sends to
 
all requesting
 
stockholders who
 
have not
 
revoked requests
 
for a
 
special
meeting on the
 
matter written notice
 
of any revocation
 
of a request
 
for the special
 
meeting and written
 
notice of the
Corporation’s
 
intention
 
to revoke
 
the notice
 
of the
 
meeting
 
or for
 
the chair
 
of the
 
meeting
 
to adjourn
 
the meeting
without action on the matter, (A) the Secretary
 
may revoke the notice of the meeting at any time before ten (10) days
 
 
 
 
 
 
 
 
 
 
 
before the
 
commencement of the
 
meeting or (B)
 
the chair of
 
the meeting
 
may call the
 
meeting to order
 
and adjourn
the meeting without
 
acting on the
 
matter. 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 Chair of the Board of
 
Directors, Chief Executive Officer,
 
President or 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
Special
 
Meeting
 
Request
 
shall
 
be
 
deemed
 
to
 
have
 
been
 
delivered
 
to
 
the
 
Secretary
 
until
 
the
 
earlier
 
of
 
(i)
 
five
 
(5)
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, as
 
of the Request Record
 
Date,
stockholders
 
of
 
record
 
entitled
 
to
 
cast
 
not
 
less
 
than
 
the
 
Special
 
Meeting
 
Percentage.
 
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
 
(5) 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 2.4
 
Notice
.
 
Not less than ten (10) nor more than ninety (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 notice
 
in writing or by
 
electronic transmission 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, 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.
 
If transmitted
 
electronically,
 
such notice
 
shall be
 
deemed to
 
be given
 
when transmitted
 
to the
stockholder
 
by
 
an
 
electronic
 
transmission
 
to
 
any
 
address
 
or
 
number
 
of
 
the
 
stockholder
 
at
 
which
 
the
 
stockholder
 
receives
electronic
 
transmissions.
 
The
 
Corporation
 
may
 
give
 
a
 
single
 
notice
 
to
 
all
 
stockholders
 
who
 
share
 
an
 
address,
 
which
 
single
notice shall be effective
 
as to any stockholder
 
at such address, unless
 
such stockholder objects to
 
receiving such single notice
or revokes a
 
prior consent to
 
receiving such single
 
notice. Failure to
 
give notice of
 
any meeting to
 
one or more
 
stockholders,
or any
 
irregularity in
 
such notice,
 
shall not
 
affect the
 
validity of
 
any meeting
 
fixed in
 
accordance with
 
this Article
 
II or
 
the
validity of any proceedings at any such meeting.
Subject to Section
 
2.11(a) of
 
this Article II, 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. The
 
Corporation may postpone
 
or cancel a meeting
 
of stockholders by making
 
a public announcement
 
(as defined
in Section 2.11(c)(4) of this Article
 
II) of such postponement or cancellation prior
 
to the meeting. Notice of the date, time and
place to which the
 
meeting is postponed shall
 
be given not less
 
than ten (10) days
 
prior to such date
 
and otherwise in the
 
manner
set forth in this section.
Section 2.5
 
Organization and
 
Conduct
.
 
Every meeting
 
of stockholders
 
shall be
 
conducted by
 
an individual
appointed by the Board of Directors to be chair of the meeting or,
 
in the absence of such appointment or appointed individual,
by the Chair of
 
the Board of Directors
 
or, in the case
 
of a vacancy in
 
the office or absence
 
of the Chair
 
of the Board of
 
Directors,
by one of the following officers present at the meeting in the following order: the Vice Chair of the Board of Directors, if there
is one, the Chief Executive Officer,
 
the President, the Vice
 
Presidents in their order of rank and
 
seniority, the
 
Secretary, or,
 
in
the absence
 
of such
 
officers,
 
a chair
 
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,
 
an
 
individual
 
appointed
 
by
 
the
 
Board
 
of
 
Directors
 
or,
 
in
 
the
 
absence
 
of
 
such
appointment,
 
an individual
 
appointed by
 
the chair
 
of the
 
meeting shall
 
act as
 
secretary of
 
the meeting.
 
In the
 
event that
 
the
Secretary
 
presides
 
at
 
a
 
meeting
 
of
 
stockholders,
 
an
 
Assistant
 
Secretary,
 
or,
 
in
 
the
 
absence
 
of
 
all
 
Assistant
 
Secretaries,
 
an
individual appointed by the Board of Directors or the chair 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
chair of the meeting.
 
Except as otherwise prescribed by
 
the Board of Directors, the
 
chair of the meeting
 
shall have the exclusive
power to prescribe such rules, regulations and procedures and
 
take such action as, in the
 
discretion of the chair and without any
 
 
 
 
 
 
 
action by the stockholders, are appropriate for the proper conduct
 
of the meeting, including, without limitation, (a) establishing
an agenda or order of business for the meeting; (b) restricting admission to the time set for the commencement of the meeting;
(c) limiting attendance at the meeting to
 
stockholders of record of the Corporation, their
 
duly authorized proxies and such other
individuals as the
 
chair of the meeting
 
may determine; (d)
 
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
chair of
 
the meeting
 
may determine;
 
(e) limiting
 
the time
 
allotted to
 
questions or
 
comments by
 
participants; (f)
 
determining
when and for how
 
long the polls should be
 
opened and when the
 
polls should be closed;
 
(g) maintaining order and
 
security at
the meeting;
 
(h) removing
 
any stockholder
 
or any
 
other individual
 
who refuses
 
to comply
 
with meeting
 
procedures, rules
 
or
guidelines as set forth
 
by the chair of
 
the meeting; (i) concluding
 
a meeting, or recessing,
 
postponing, delaying or
 
adjourning
the meeting,
 
for any reason,
 
in the presence
 
or absence of
 
a quorum, to
 
a later date
 
and time and
 
at a place
 
announced at the
meeting; (j) complying with any state and local laws and regulations concerning safety and security; and (k) restricting the use
of audio or
 
video recording devices
 
at the meeting.
 
The chair of
 
the meeting, in
 
addition to making
 
any other determinations
that may be
 
appropriate to the
 
conduct of
 
the meeting, shall,
 
if the facts
 
warrant, determine
 
and declare
 
to the meeting
 
that a
matter
 
of
 
business
 
was not
 
properly
 
brought
 
before
 
the
 
meeting
 
and
 
if
 
such
 
chair
 
should
 
so
 
determine,
 
such
 
chair
 
shall so
declare
 
to
 
the
 
meeting
 
and
 
any
 
such
 
matter
 
of
 
business
 
not
 
properly
 
brought
 
before
 
the
 
meeting
 
shall
 
not
 
be
 
transacted
 
or
considered. Unless otherwise determined by the chair of the meeting, meetings of stockholders shall not be required to be held
in accordance with the rules of parliamentary procedure.
Section 2.6
 
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
 
on any matter
 
shall constitute a
 
quorum; but this
section
 
shall
 
not
 
affect
 
any
 
requirement
 
under
 
any
 
statute
 
or
 
the
 
charter
 
of
 
the
 
Corporation
 
(the
 
“
Charter
”)
 
for
 
the
 
vote
necessary for the
 
approval of any
 
matter. If,
 
however, such
 
quorum is not
 
established at any
 
meeting of the
 
stockholders, the
chair of the meeting
 
may adjourn the meeting
 
sine die or from time
 
to time to a date
 
not more than one
 
hundred twenty (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 at which a
 
quorum
has been established,
 
may continue
 
to transact business
 
until adjournment,
 
notwithstanding the
 
withdrawal from
 
the meeting
of enough stockholders to leave fewer than would be required to establish a quorum.
Section 2.7
 
Voting
.
 
A majority of the
 
votes cast at
 
a meeting of stockholders
 
duly called and at
 
which a quorum
is present
 
shall be
 
sufficient
 
to approve
 
any matter
 
which may
 
properly come
 
before the
 
meeting other
 
than the
 
election of
directors, unless more than
 
a majority of
 
the votes cast
 
is required by statute
 
or by the
 
Charter or by
 
Article XV of
 
these Bylaws.
A majority 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; provided, however, that if as of a date that is fourteen (14) days in advance of the date the Corporation files its
definitive proxy statement (regardless of whether or
 
not thereafter revised or supplemented) with the Securities and
 
Exchange
Commission
 
the
 
number
 
of
 
nominees
 
(including
 
those
 
proposed
 
nominees
 
identified
 
in
 
any
 
notices
 
delivered
 
pursuant
 
to
Section 2.11
 
and not withdrawn by
 
such date, determined
 
ineligible or determined
 
by the Board of
 
Directors (or a committee
thereof) to not create
 
a bona fide election contest)
 
exceeds the number of directors
 
to be elected, the directors
 
shall be elected
by a plurality
 
of all the votes
 
cast at any such
 
meeting of stockholders
 
duly called and
 
at which a quorum
 
is present.
 
For the
purposes of this section, a majority of all the votes
 
cast means that the number of shares voted “For” a
 
director must exceed the
number of shares cast “Against” that
 
director.
 
Unless otherwise provided by statute
 
or by the Charter, each
 
outstanding share
of the
 
Corporation’s
 
common stock,
 
regardless of
 
class, shall
 
be entitled
 
to one
 
vote on
 
each matter
 
submitted to
 
a vote
 
at a
meeting of
 
stockholders. Voting
 
on any
 
question or
 
in any
 
election may
 
be viva
 
voces unless
 
the chair
 
of the
 
meeting shall
order that voting be by ballot or otherwise.
Section 2.8
 
Proxies
.
 
A holder of record of shares
 
of stock of the Corporation
 
may cast votes in person
 
or by a
proxy
 
that
 
is
 
(a)
 
executed
 
or
 
authorized
 
by
 
the
 
stockholder
 
or
 
by
 
the
 
stockholder’s
 
duly
 
authorized
 
agent
 
in
 
any
 
manner
permitted by law, (b)
 
compliant with Maryland
 
law and
 
these Bylaws
 
and (c) filed
 
in accordance with
 
the procedures established
by the Corporation. 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 (11) months after
 
its date, unless otherwise provided in the
proxy.
Any stockholder
 
directly or
 
indirectly soliciting
 
proxies from
 
other stockholders
 
must use
 
a proxy
 
card color
 
other
than white, which shall be reserved for the exclusive use by the Board of Directors.
Section 2.9
 
Voting
 
of
 
Stock
 
By
 
Certain
 
Holders
.
 
Stock
 
of
 
the
 
Corporation
 
registered
 
in
 
the
 
name
 
of
 
a
corporation, partnership, trust,
 
limited liability company
 
or other entity,
 
if entitled to be
 
voted, may be voted
 
by the president
or a vice
 
president, general partner,
 
trustee or managing
 
member 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
 
fiduciary
may vote stock registered in the name of such person in the capacity of such director
 
or 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, the time
 
after the record
 
date 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 by the
 
Corporation of such
 
certification, the person
 
specified in the
 
certification shall be
 
regarded as, for
 
the purposes
set forth in the certification, the holder of record of the specified stock in place of the stockholder who makes the certification.
Section 2.10
Inspectors
.
 
The
 
Board
 
of
 
Directors
 
or
 
the
 
chair
 
of
 
the
 
meeting
 
may
 
appoint,
 
before
 
or
 
at
 
the
meeting, one or more inspectors for the meeting and any
 
successor to the inspector. Except as otherwise provided by the Board
of Directors or the Chair of the meeting, the inspectors, if any, shall (a) determine the number of shares of stock represented
 
at
the meeting, in person or by proxy, and the validity and effect of proxies, (b) receive and tabulate all votes, ballots or consents,
(c) report such tabulation to the chair of the meeting, (d) hear and determine all challenges and questions arising in connection
with the
 
right to
 
vote, and
 
(e) do
 
such acts
 
as are
 
proper to
 
fairly conduct
 
the election
 
or vote.
 
Each such
 
report shall
 
be in
writing and signed by the inspector 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 2.11
 
Advance Notice of 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 at the time of giving of notice by the stockholder as provided for in this
Section 2.11(a),
 
at the record date
 
set by the Board
 
of Directors for
 
the purpose of determining
 
stockholders entitled
to vote at the annual meeting,
 
and at the time of the
 
annual meeting (and any postponement
 
or adjournment thereof),
who is
 
entitled to
 
vote at
 
the meeting
 
in the
 
election of
 
each individual
 
so nominated
 
or on
 
any such
 
other business
and who has complied with this Section 2.11(a).
(2)
 
For
 
any
 
nomination
 
or
 
other
 
business
 
to
 
be
 
properly
 
brought
 
before
 
an
 
annual
 
meeting
 
by
 
a
stockholder pursuant
 
Section 2.11(a)(1)(iii),
 
the stockholder
 
must have
 
given timely
 
notice thereof
 
in writing
 
to the
Secretary
 
of
 
the
 
Corporation
 
and
 
any
 
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 and certifications required under this
Section 2.11 and shall be delivered to
 
the Secretary at the principal
 
executive office of the Corporation not earlier
 
than
the one hundred fiftieth (150th) day nor later than 5:00 p.m., Eastern Time,
 
on the one hundred twentieth (120th) day
prior to
 
the first (1st)
 
anniversary of
 
the date of
 
the proxy
 
statement (as defined
 
in Section 2.11(c)(4)
 
of this Article
II) for the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is
advanced or delayed by more than
 
thirty (30) days from the first
 
(1st) anniversary of the date
 
of the preceding year’s
annual meeting, notice
 
by the stockholder
 
to be timely
 
must be so
 
delivered not earlier
 
than the one
 
hundred fiftieth
(150th) day prior to the date of such annual meeting and not later
 
than 5:00 p.m., Eastern Time, on the later of the one
hundred twentieth (120th) day prior to the
 
date of such annual meeting, as
 
originally convened, or the tenth (10th) day
following the day on which public announcement of the date of such meeting is first made. The public announcement
of a
 
postponement or
 
adjournment of
 
an annual
 
meeting shall
 
not commence
 
a new
 
time period
 
for the
 
giving of
 
a
stockholder’s notice as described above.
(3)
 
A stockholder’s notice described in Section 2.11(a)(2)
 
shall set forth:
 
 
 
 
 
 
(i)
 
As to each
 
individual whom the stockholder
 
proposes to nominate
 
for election or reelection
as a director (each, a “
Proposed Nominee
”), all information relating to the Proposed Nominee
 
that would be
required
 
to
 
be
 
disclosed
 
in
 
connection
 
with
 
the
 
solicitation
 
of
 
proxies
 
for
 
the
 
election
 
of
 
the
 
Proposed
Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise
be required in connection
 
with such solicitation,
 
in each case pursuant
 
to Regulation 14A (or
 
any successor
provision) under the Exchange Act.
(ii)
 
As to any
 
other business that
 
the stockholder
 
proposes to bring
 
before the meeting,
 
(A) a
description
 
of such
 
business (including
 
the
 
text of
 
any
 
proposal),
 
the stockholder’s
 
reasons for
 
proposing
such business at
 
the meeting and
 
any material interest
 
in such business
 
of such stockholder
 
or any
 
Stockholder
Associated Person
 
(as defined below),
 
individually or in
 
the aggregate, including
 
any anticipated benefit
 
to
the stockholder
 
or the
 
Stockholder Associated
 
Person therefrom
 
and (B)
 
any other
 
information relating
 
to
such item of business
 
that would be required
 
to be disclosed in
 
a proxy statement or
 
other filing required to
be made in connection with solicitations of proxies in support of the business proposed
 
to be brought before
the meeting pursuant to Regulation 14A (or any successor provision)
 
of the Exchange Act.
(iii)
 
As
 
to
 
the
 
stockholder
 
giving
 
the
 
notice,
 
any
 
Proposed
 
Nominee
 
and
 
any
 
Stockholder
Associated Person: (A)
 
the class,
 
series and number
 
of all
 
shares of
 
stock or
 
other securities of
 
the Corporation
or any
 
affiliate thereof
 
(collectively,
 
the “
Company Securities
”), if
 
any,
 
which are
 
owned (beneficially
 
or
of record) by such
 
stockholder, Proposed Nominee or Stockholder Associated Person,
 
the date on which
 
each
such Company
 
Security was
 
acquired and
 
the investment
 
intent of
 
such acquisition,
 
and any
 
short interest
(including any
 
opportunity to
 
profit or
 
share in
 
any benefit from
 
any decrease
 
in the
 
price of
 
such stock or
other security) in any Company
 
Securities of any such person;
 
(B) any derivative, swap or other
 
transaction
or
 
series
 
of
 
transactions
 
engaged
 
in,
 
directly
 
or
 
indirectly,
 
by
 
such
 
stockholder,
 
Proposed
 
Nominee
 
or
Stockholder Associated Person,
 
the purpose or
 
effect of which
 
is to
 
give such stockholder, Proposed
 
Nominee
or Stockholder Associated
 
Person economic risk
 
similar to ownership of
 
shares of any class or
 
series of the
Corporation,
 
including
 
due
 
to
 
the
 
fact
 
that
 
the
 
value
 
of
 
such
 
derivative,
 
swap
 
or
 
other
 
transactions
 
is
determined by reference to
 
the price, value
 
or volatility of
 
any shares of
 
any class or
 
series of the
 
Corporation,
or which derivative, swap or other transactions provides, directly or indirectly, the opportunity to profit from
any
 
increase
 
in
 
the
 
price
 
or
 
value
 
of
 
shares
 
of
 
any
 
class or
 
series
 
of
 
the
 
Corporation
 
(“
Synthetic Equity
Interests
”), which Synthetic Equity Interests shall be disclosed without regard to whether (x) the derivative,
swap or other
 
transactions convey
 
any voting rights
 
in such shares
 
to such stockholder,
 
Proposed Nominee
or Stockholder
 
Associated Person,
 
(y) the
 
derivative, swap
 
or other
 
transactions are
 
required to
 
be, or
 
are
capable
 
of
 
being,
 
settled
 
through
 
delivery
 
of
 
such
 
shares
 
or
 
(z)
 
such
 
stockholder,
 
Proposed
 
Nominee
 
or
Stockholder Associated Person may have entered into other transactions that hedge or mitigate
 
the economic
effect of such derivative, swap or other transactions, (C) any proxy, contract, arrangement, understanding, or
relationship pursuant to which such stockholder, Proposed Nominee or Stockholder Associated Person has a
right
 
to
 
vote
 
or
 
direct
 
the
 
voting
 
power
 
of
 
any
 
security
 
of
 
the
 
Corporation,
 
(D)
 
any
 
short interest
 
in
 
any
security of the
 
Corporation (for purposes
 
of these Bylaws
 
a person shall
 
be deemed to
 
have a short
 
interest
in
 
a
 
security
 
if
 
such
 
person
 
directly
 
or
 
indirectly,
 
through
 
any
 
contract,
 
arrangement,
 
understanding,
relationships or
 
otherwise, has the
 
opportunity to
 
profit or share
 
in any profit
 
derived from any
 
decrease in
the value of the subject security), (E) any
 
rights to dividends on the shares
 
of stock of the Corporation owned
beneficially
 
by such
 
stockholder,
 
Proposed
 
Nominee or
 
Stockholder
 
Associated Person
 
that are
 
separated
from the
 
underlying shares
 
of stock
 
of the
 
Corporation, (F)
 
any proportionate
 
interest in
 
shares of
 
stock of
the Corporation or Synthetic
 
Equity Interests held, directly
 
or indirectly,
 
by a general or limited
 
partnership
in
 
which
 
such
 
stockholder,
 
Proposed
 
Nominee
 
or
 
Stockholder
 
Associated
 
Person
 
is
 
a
 
general
 
partner
 
or,
directly
 
or indirectly,
 
beneficially
 
owns an
 
interest in
 
a general
 
partner,
 
(G) any
 
performance-related
 
fees
(other than an
 
asset-based fee) that
 
such stockholder,
 
Proposed Nominee or
 
Stockholder Associated Person
is entitled to based on any increase
 
or decrease in the value of shares of
 
the Corporation, if any, as of the date
of
 
such
 
notice,
 
including
 
without
 
limitation
 
any
 
such
 
interests
 
held
 
by
 
members
 
of
 
such
 
stockholder’s,
Proposed
 
Nominee’s
 
or
 
Stockholder
 
Associated
 
Person’s
 
immediate
 
family
 
sharing
 
the
 
same
 
household
(which
 
information
 
required by
 
this subsection
 
(iii) shall
 
be supplemented
 
by such
 
stockholder,
 
Proposed
Nominee or Stockholder Associated Person and beneficial owner, if any, not later than
 
ten (10) days after the
record date
 
for the
 
meeting to
 
disclose such
 
ownership as
 
of the
 
record date),
 
(H) any
 
substantial interest,
direct
 
or
 
indirect
 
(including,
 
without
 
limitation,
 
any
 
existing
 
or
 
prospective
 
commercial,
 
business
 
or
contractual
 
relationship
 
with
 
the
 
Corporation),
 
by
 
security
 
holdings
 
or
 
otherwise,
 
of
 
such
 
stockholder,
Proposed Nominee or Stockholder
 
Associated Person, in the Corporation
 
or any affiliate thereof,
 
other than
an interest arising from the ownership of Company Securities
 
where such stockholder, Proposed Nominee or
Stockholder Associated Person receives no extra or special benefit not shared on a pro rata basis by all other
 
 
holders
 
of
 
the
 
same
 
class
 
or
 
series
 
of
 
Company
 
Securities,
 
(I)
 
the
 
nominee
 
holder
 
for,
 
and
 
number
 
of
Company
 
Securities
 
owned
 
beneficially
 
but
 
not
 
of
 
record
 
by
 
such
 
stockholder,
 
Proposed
 
Nominee
 
or
Stockholder Associated Person and
 
(J) any other
 
information relating to
 
such stockholder, Proposed Nominee
or Stockholder
 
Associated Person
 
and beneficial
 
owner,
 
if any,
 
that would
 
be required
 
to be
 
disclosed in
 
a
proxy
 
statement
 
or
 
other
 
filings
 
required
 
to
 
be
 
made
 
in
 
connection
 
with
 
solicitations
 
of
 
proxies
 
for,
 
as
applicable,
 
the proposal
 
and/or for
 
the election
 
of directors
 
in a
 
contested election
 
pursuant
 
to Regulation
14A (or any successor provision) of the Exchange Act.
(iv)
 
As to the
 
stockholder giving the notice,
 
any Stockholder Associated Person
 
with an interest
or ownership referred to in
 
clauses (ii) or (iii)
 
of Section 2.11(a)(3) and any Proposed
 
Nominee: (A) the name
and address of such stockholder, as they appear on the Corporation’s
 
stock ledger, and the current name and
business address, if
 
different, of each
 
such Stockholder Associated
 
Person and any Proposed
 
Nominee; and
(B) the investment
 
strategy or
 
objective, if
 
any,
 
of such stockholder
 
and each such
 
Stockholder Associated
Person who is not an individual and a copy of the prospectus, offering memorandum or
 
similar document, if
any,
 
provided to investors
 
or potential investors
 
in such stockholder
 
and each such
 
Stockholder Associated
Person.
(v)
 
The name
 
and address
 
of any
 
person who
 
contacted or
 
was contacted
 
by the
 
stockholder
giving
 
the
 
notice
 
or
 
any
 
Stockholder
 
Associated
 
Person
 
about
 
the
 
Proposed
 
Nominee
 
or
 
other
 
business
proposal prior to the date of such stockholder’s notice.
(vi)
 
To
 
the extent
 
known by
 
the stockholder
 
giving
 
the notice,
 
the name
 
and
 
address of
 
any
other person supporting the nominee for election or reelection
 
as a director or the proposal of other business
on the date of such stockholder’s notice.
(vii)
 
If the stockholder is proposing one or more Proposed Nominees, a
 
representation that such
stockholder, Proposed Nominee or Stockholder Associated Person intends
 
or is part of
 
a group which intends
to solicit the holders of shares representing at least 67% of the voting power of
 
shares entitled to vote on the
election
 
of
 
directors
 
in
 
support
 
of
 
Proposed
 
Nominees
 
in
 
accordance
 
with
 
Rule 14a-19
 
(or
 
any
 
successor
provision) of the Exchange Act.
(viii)
 
All
 
other
 
information
 
regarding
 
the
 
stockholder
 
giving
 
the
 
notice
 
and
 
each
 
Stockholder
Associated
 
Person
 
that
 
would
 
be
 
required
 
to
 
be
 
disclosed
 
by
 
the
 
stockholder
 
in
 
connection
 
with
 
the
solicitation of
 
proxies for
 
the election
 
of directors
 
in an
 
election contest
 
(even if
 
an election
 
contest is
 
not
involved),
 
or would
 
otherwise be
 
required in
 
connection with
 
such a
 
solicitation, in
 
each case
 
pursuant
 
to
Regulation 14A (or any successor provision) under the Exchange Act.
(4)
 
Such stockholder’s notice shall, with respect to any Proposed Nominee,
 
be accompanied by:
 
(i) a
 
written representation
 
and agreement
 
(in a
 
form provided
 
by the
 
Secretary on
 
written request)
executed by the Proposed Nominee:
(A) certifying that such Proposed Nominee (I)
 
is not and will
 
not become a party to (x)
 
any
agreement, arrangement or understanding with, and has not given any commitment or assurance to,
any person
 
or entity
 
as to
 
how the
 
Proposed Nominee,
 
if elected
 
as a
 
director of
 
the Corporation,
will act or vote
 
on any issue or
 
question (a “
Voting
 
Commitment
”) that has not
 
been disclosed to
the
 
Corporation
 
or
 
(y)
 
any
 
Voting
 
Commitment
 
that
 
could
 
limit
 
or
 
interfere
 
with
 
the
 
Proposed
Nominee’s
 
ability
 
to
 
comply,
 
if
 
elected
 
as
 
a
 
director
 
of
 
the
 
Corporation,
 
with
 
the
 
Proposed
Nominee’s
 
duties under applicable
 
law, (II)
 
is not, and
 
will not become
 
a party to, any
 
agreement,
arrangement or
 
understanding with
 
any person
 
or entity
 
other than
 
the Corporation
 
in connection
with service or action as a director that has not been disclosed to the Corporation, (III) will serve as
a
 
director
 
of
 
the
 
Corporation
 
if
 
elected
 
and
 
will
 
notify
 
the
 
Corporation
 
simultaneously
 
with
 
the
notification
 
to
 
the
 
stockholder
 
of
 
the
 
Proposed
 
Nominee’s
 
actual
 
or
 
potential
 
unwillingness
 
or
inability to serve as
 
a director and (IV)
 
does not need any
 
permission or consent from
 
any third party
to
 
serve
 
as
 
a
 
director
 
of
 
the
 
Corporation,
 
if
 
elected,
 
that
 
has
 
not
 
been
 
obtained,
 
including
 
any
employer or any other board or governing body on which such Proposed
 
Nominee serves;
 
(B) attaching copies of any and all requisite permissions or consents; and
 
 
 
 
 
(C) attaching a completed
 
Proposed Nominee questionnaire (which
 
questionnaire shall be
provided by the Corporation, upon request, to
 
the stockholder providing the notice and
 
shall include
all
 
information
 
relating
 
to
 
the
 
Proposed
 
Nominee
 
that
 
would
 
be
 
required
 
to
 
be
 
disclosed
 
in
connection with the solicitation of proxies for the election of the Proposed Nominee as a director in
an election
 
contest (even if
 
an election contest
 
is not involved),
 
or would otherwise
 
be required
 
in
connection
 
with
 
such
 
solicitation,
 
in
 
each
 
case
 
pursuant
 
to
 
Regulation
 
14A
 
(or
 
any
 
successor
provision)
 
under
 
the
 
Exchange
 
Act,
 
or
 
would
 
be
 
required
 
pursuant
 
to
 
the
 
rules
 
of
 
any
 
national
securities exchange on which any securities
 
of the Corporation are listed
 
or over-the-counter market
on which any securities of the Corporation are traded);
(ii) a certificate executed by the stockholder certifying that such stockholder
 
will:
(A)
 
comply
 
with
 
Rule 14a-19
 
(or
 
any
 
successor
 
provision)
 
promulgated
 
under
 
the
Exchange
 
Act
 
in
 
connection
 
with
 
such
 
stockholder’s
 
solicitation
 
of
 
proxies
 
in
 
support
 
of
 
any
Proposed Nominee;
(B)
 
notify
 
the
 
Corporation
 
as
 
promptly
 
as
 
practicable
 
of
 
any
 
determination
 
by
 
the
stockholder to
 
no longer
 
solicit proxies
 
for the
 
election of
 
any Proposed
 
Nominee as
 
a director
 
at
the annual meeting;
 
(C)
 
furnish
 
such other
 
or
 
additional information
 
as the
 
Corporation
 
may
 
request
 
for
 
the
purpose of determining whether the requirements of this Section 2.11 have been complied with and
evaluating any nomination or other business described in the stockholder’s
 
notice; and
(D) appear
 
in person
 
or by
 
proxy at
 
the meeting
 
to nominate
 
any Proposed
 
Nominees to
bring such
 
business before
 
the meeting,
 
as applicable,
 
and acknowledging
 
that if
 
the stockholder
does not
 
so appear
 
in person
 
or by
 
proxy at
 
the meeting
 
to nominate
 
such Proposed
 
Nominees or
bring such business before
 
the meeting, as applicable,
 
the Corporation need not
 
bring such Proposed
Nominee or
 
such business for
 
a vote at
 
such meeting
 
and any proxies
 
or votes cast
 
in favor
 
of the
election of any
 
such Proposed Nominee
 
or of any
 
proposal related to
 
such other business
 
need not
be counted or considered.
(5)
 
Notwithstanding
 
anything
 
in this
 
Section 2.11(a)
 
to the
 
contrary,
 
in the
 
event that
 
the number
 
of
directors to
 
be elected to
 
the Board of
 
Directors is increased,
 
and there
 
is no public
 
announcement of
 
such action at
least one hundred thirty (130) days prior to the first (1st) anniversary of the date of the proxy statement (as defined in
Section 2.11(c)(4) of this Article II) for
 
the preceding year’s annual meeting, a stockholder’s
 
notice required by clause
(iii) of paragraph (a)(1) of this Section 2.11 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 5:00
 
p.m., Eastern
 
Time, on
 
the tenth
 
(10th) day
 
following the
 
day on
 
which such
 
public
announcement is first made by the Corporation.
(6)
 
For purposes of this
 
Section 2.11, “
Stockholder Associated Person
” of any stockholder shall
 
mean
(i) any person acting in
 
concert with such stockholder or
 
another Stockholder Associated Person or
 
who is otherwise
a “participant” (as defined in
 
Instruction 3 to Item
 
4 of Schedule 14A
 
(or any successor provision) under
 
the Exchange
Act) in the solicitation, (ii) any beneficial owner of shares of stock of the Corporation owned of
 
record or beneficially
by
 
such
 
stockholder
 
(other
 
than
 
a
 
stockholder
 
that
 
is
 
a
 
depositary)
 
and
 
(iii)
 
any
 
person
 
that
 
directly,
 
or
 
indirectly
through one or more intermediaries,
 
controls, or is controlled
 
by, or
 
is under common control with,
 
such stockholder
or 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 only
 
(1) by
 
or at
 
the direction
 
of the
 
Board of
 
Directors or
 
(2) provided
 
that the
 
special meeting
 
has been
 
called in
accordance with
 
Section 2.3(a)
 
of this
 
Article II
 
for the
 
purpose of
 
electing directors,
 
by any
 
stockholder of
 
the Corporation
who is
 
a stockholder
 
of record
 
at the
 
time of
 
giving of
 
notice provided
 
for in
 
this Section
 
2.11,
 
at the
 
record date
 
set by
 
the
Board of
 
Directors for
 
the purpose
 
of determining
 
stockholders entitled
 
to vote
 
at the special
 
meeting, and
 
at the
 
time of
 
the
special meeting (and
 
any postponement or adjournment
 
thereof), who is entitled
 
to vote at the meeting
 
in the election of each
individual so nominated and who has complied with the notice procedures set forth in this Section 2.11.
 
Section 2.11(a)(1)(iii)
above
 
shall
 
be
 
the
 
exclusive
 
means
 
for
 
a
 
stockholder
 
to
 
propose
 
business
 
to
 
be
 
brought
 
before
 
a
 
special
 
meeting
 
of
 
the
 
 
 
stockholders.
 
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
 
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,
 
containing
 
all
 
of
 
the
information and certifications
 
required by Section
 
2.11(a)(4), is delivered
 
to the Secretary
 
at the principal
 
executive office
 
of
the Corporation
 
not earlier
 
than the
 
one hundred
 
twentieth (120th)
 
day prior
 
to such
 
special meeting
 
and not
 
later than
 
5:00
p.m., Eastern Time
 
on the later
 
of the ninetieth
 
(90th) day prior
 
to such special
 
meeting or the
 
tenth (10th) day
 
following the
day on which
 
public announcement is
 
first made of
 
the date of
 
the special meeting.
 
The public announcement
 
of a
 
postponement
or adjournment of a special
 
meeting shall not commence a new
 
time period for the giving
 
of a stockholder’s notice as
 
described
above.
(c)
General
.
(1)
 
If
 
any
 
information
 
or
 
certification
 
submitted
 
pursuant
 
to
 
this
 
Section
 
2.11
 
by
 
any
 
stockholder
proposing a
 
nominee for election
 
as a
 
director or
 
any proposal
 
for other
 
business at
 
a meeting
 
of stockholders, including
any
 
certification
 
from
 
a
 
Proposed
 
Nominee,
 
shall
 
be
 
inaccurate
 
in
 
any
 
material
 
respect,
 
such
 
information
 
or
certification may
 
be deemed
 
not to
 
have been
 
provided in
 
accordance with
 
this Section
 
2.11.
 
Any such
 
stockholder
shall notify
 
the Corporation
 
of any inaccuracy
 
or change
 
(within two (2)
 
Business Days of
 
becoming aware
 
of such
inaccuracy or change) in any such information or certification. Upon
 
written request by the Secretary or the Board of
Directors, any such stockholder or Proposed Nominee shall
 
provide, within five (5) Business Days
 
of delivery of such
request (or such
 
other period as
 
may be specified in
 
such request), (i)
 
written verification, satisfactory, in the discretion
of the Board of Directors or
 
any authorized officer of the Corporation, to demonstrate
 
the accuracy of any information
submitted
 
by
 
the
 
stockholder
 
pursuant
 
to
 
this
 
Section
 
2.11,
 
(ii)
 
a
 
written
 
update
 
of
 
any
 
information
 
(including,
 
if
requested
 
by
 
the
 
Corporation,
 
written
 
confirmation
 
by
 
such
 
stockholder
 
that
 
it
 
continues
 
to
 
intend
 
to
 
bring
 
such
nomination or other
 
business proposal before
 
the meeting and, if
 
applicable, satisfy the requirements
 
of Rule 14a-19
(or any successor provision) of the Exchange Act) submitted by the stockholder pursuant to this Section 2.11 as of an
earlier date
 
and (iii) an updated
 
certification by each
 
Proposed Nominee that
 
such individual will
 
serve as a
 
director
of the Corporation if
 
elected. If a stockholder or
 
Proposed Nominee fails to provide
 
such written verification, update
or certification
 
within such period,
 
the information as
 
to which such
 
written verification, update
 
or certification
 
was
requested may be deemed not to have been provided in accordance with this Section
 
2.11.
(2)
 
Only such individuals who are
 
nominated in accordance with
 
this Section 2.11
 
shall be eligible for
election by stockholders 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
 
2.11.
 
A
 
stockholder
 
proposing
 
a
 
Proposed
Nominee shall have no right to (i)
 
nominate a number of Proposed Nominees
 
that exceeds the number of directors to
be elected at the
 
meeting or (ii) substitute
 
or replace any Proposed
 
Nominee unless such substitute
 
or replacement is
nominated in
 
accordance with
 
this Section
 
2.11 (including
 
the timely
 
provision of
 
all information
 
and certifications
with respect
 
to such
 
substitute or
 
replacement Proposed
 
Nominee in
 
accordance with
 
the deadlines
 
set forth
 
in this
Section 2.11).
 
If the Corporation
 
provides notice
 
to a stockholder
 
that the number
 
of Proposed
 
Nominees proposed
by such stockholder exceeds the number
 
of directors to be elected at a meeting,
 
the stockholder must provide written
notice to the
 
Corporation within five
 
(5) Business Days
 
stating the names
 
of the Proposed
 
Nominees that
 
have been
withdrawn so that the number of Proposed Nominees proposed by
 
such stockholder no longer exceeds the number of
directors to be elected at a meeting.
 
If any individual who is nominated in accordance with
 
this Section 2.11 becomes
unwilling or unable
 
to serve on
 
the Board of
 
Directors, then the
 
nomination with
 
respect to such
 
individual shall no
longer be valid
 
and no votes may
 
validly be cast
 
for such individual.
 
The chair 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 2.11.
(3)
 
Notwithstanding the foregoing
 
provisions of this Section
 
2.11, the Corporation
 
shall disregard any
proxy
 
authority
 
granted
 
in
 
favor
 
of,
 
or
 
votes
 
for,
 
director
 
nominees
 
other
 
than
 
the
 
Corporation’s
 
nominees
 
if
 
the
stockholder or Stockholder Associated Person
 
(each, a “
Soliciting Stockholder
”) soliciting proxies in support
 
of such
director
 
nominees
 
abandons
 
the
 
solicitation
 
or
 
does
 
not
 
(i)
 
comply
 
with
 
Rule 14a-19
 
(or
 
any
 
successor
 
provision)
promulgated
 
under
 
the
 
Exchange
 
Act,
 
including
 
any
 
failure
 
by
 
the
 
Soliciting
 
Stockholder
 
to
 
(A) provide
 
the
Corporation with
 
any notices
 
required thereunder
 
in a
 
timely manner
 
or (B)
 
comply with
 
the requirements
 
of Rule
14a-19(a)(2) and Rule 14a-19(a)(3) (or
 
any successor provisions) promulgated
 
under the Exchange Act or (ii) timely
provide sufficient
 
evidence, in the
 
determination of
 
the Board of
 
Directors, sufficient
 
to satisfy the
 
Corporation that
such Soliciting Stockholder has met the requirements of Rule 14a-19 (or any successor provision) promulgated under
the
 
Exchange
 
Act
 
in
 
accordance
 
with
 
the
 
following
 
sentence.
 
Any
 
Soliciting
 
Stockholder
 
providing
 
notice
 
of
nomination pursuant
 
to this
 
Section 2.11
 
shall, no
 
later than five
 
(5) Business
 
Days prior
 
to the
 
applicable meeting,
deliver
 
to
 
the
 
Corporation
 
(i) a
 
certificate
 
executed
 
by
 
such
 
Soliciting
 
Stockholder
 
certifying
 
that
 
such
 
Soliciting
 
 
 
 
 
 
 
 
 
Stockholder has
 
met the requirements
 
of Rule 14a-19(a)
 
(or any successor
 
provision) and (ii) sufficient
 
evidence, in
the judgment of
 
the Board of
 
Directors, that such
 
Soliciting Stockholder has
 
met the
 
requirements of Rule 14a-19(a)(3)
(or any successor provision) promulgated under the Exchange Act.
(4)
 
For purposes of this Section 2.11, “the date of the proxy statement” shall have the same meaning as
“the date of the company’s proxy statement released to shareholders” as used in Rule 14a-8(e) promulgated under the
Exchange Act, as interpreted by the Securities and Exchange Commission from time to time. “Public announcement”
shall mean disclosure (i) in
 
a press release reported by
 
the Dow Jones News
 
Service, Associated Press, Business Wire,
PR Newswire or other widely
 
circulated news or wire
 
service or (ii) in
 
a document publicly filed
 
by the Corporation
with the Securities and Exchange Commission pursuant to the Exchange
 
Act.
(5)
 
Notwithstanding the foregoing provisions of this Section 2.11, 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
 
2.11.
 
Nothing
 
in
 
this Section
 
2.11
 
shall
 
be
 
deemed
 
to
 
affect
 
any
 
right
 
of
 
a
stockholder
 
to
 
request
 
inclusion
 
of
 
a
 
proposal
 
in,
 
or
 
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. Nothing
in this
 
Section 2.11 shall require
 
disclosure of revocable
 
proxies received by
 
the stockholder
 
or Stockholder Associated
Person
 
pursuant
 
to
 
a
 
solicitation
 
of
 
proxies
 
after
 
the
 
filing
 
of
 
an
 
effective
 
Schedule
 
14A
 
by
 
such
 
stockholder
 
or
Stockholder Associated Person under Section 14(a) of the Exchange Act.
Section 2.12
 
Voting
 
by Ballot
.
 
Voting
 
on any question or in any election may be viva voce unless the chair of
the meeting shall order that voting be by ballot.
Section 2.13
 
Control Share Acquisition Act
.
 
Notwithstanding any other provision of the Charter 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 3.1
 
General Powers
.
 
The business and affairs of the Corporation shall be managed under the direction
of its Board of Directors.
Section 3.2
 
Number,
 
Tenure
 
and Resignation
.
 
At any
 
regular meeting
 
of the
 
Board of
 
Directors or
 
at any
special meeting
 
of the
 
Board of
 
Directors 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
 
fifteen
 
(15),
 
and
 
further
 
provided
 
that
 
the
 
tenure
 
of
 
office
 
of
 
a
 
director
 
shall not
 
be
affected
 
by any
 
decrease
 
in the
 
number of
 
directors. Directors
 
shall hold
 
their offices
 
for terms
 
expiring
 
at the
 
next
 
annual
meeting
 
of
 
stockholders
 
of
 
the
 
Corporation
 
and
 
when
 
their
 
successors
 
are
 
duly
 
elected
 
and
 
qualify.
 
Any
 
director
 
of
 
the
Corporation may resign
 
at any time by
 
delivering a resignation
 
to the Board of
 
Directors, the Chair
 
of the Board
 
of Directors
or the Secretary. Any resignation shall take effect immediately upon its
 
receipt or at such later
 
time specified in the resignation.
The acceptance of a resignation shall not be necessary to make it effective
 
unless otherwise stated in the resignation.
Section 3.3
 
Annual
 
and
 
Regular
 
Meetings
.
 
An
 
annual
 
meeting
 
of
 
the
 
Board
 
of
 
Directors
 
shall
 
be
 
held
immediately
 
after and
 
at the
 
same place
 
as the
 
annual meeting
 
of stockholders,
 
with 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 3.4
 
Special Meetings
.
 
Special meetings of the Board of Directors may be called by or at the request of
the Chair of the Board of Directors, the Chief Executive Officer, the President or 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 3.5
 
Notice
.
 
Notice of any special meeting of the Board of Directors shall be delivered personally or by
telephone, electronic mail, facsimile transmission,
 
courier or United States mail
 
to each director at such director’s
 
business or
residence
 
address.
 
Notice
 
by
 
personal
 
delivery,
 
telephone,
 
electronic
 
mail
 
or
 
facsimile
 
transmission
 
shall
 
be
 
given
 
at
 
least
twenty-four
 
(24) hours
 
prior to
 
the meeting.
 
Notice by
 
United States
 
mail shall
 
be given
 
at least
 
three (3)
 
days prior
 
to the
meeting. Notice
 
by courier
 
shall be
 
given at
 
least two
 
(2) days
 
prior to
 
the meeting.
 
Telephone
 
notice shall
 
be deemed
 
to be
given when the director or such
 
director’s agent is personally given such notice in
 
a telephone call to which the
 
director or such
director’s 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 3.6
 
Quorum
.
 
A majority
 
of the directors
 
shall constitute
 
a quorum
 
for transaction
 
of business at
 
any
meeting of the Board of Directors, provided that, if less than a majority of such directors is present at such 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 applicable law,
 
the Charter or
 
these Bylaws, the
 
vote of a
 
majority or other
 
percentage of a
 
particular group of
 
directors is
required for action, a quorum must also include a majority or such other percentage
 
of such group.
The
 
directors
 
present
 
at
 
a
 
meeting
 
which
 
has
 
been
 
duly
 
called
 
and
 
at
 
which
 
a
 
quorum
 
has
 
been
 
established
 
may
continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough directors to leave
fewer than required to establish a quorum.
Section 3.7
 
Voting
.
 
The action of a 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 law, the
 
Charter or these Bylaws, provided that if, pursuant to applicable law,
 
the Charter or these Bylaws, the vote
of a majority or other percentage of a
 
particular group of directors is required for action,
 
a quorum must also include a majority
or such
 
other percentage
 
of such
 
group. If
 
enough directors
 
have withdrawn
 
from a
 
meeting to
 
leave fewer
 
than required
 
to
establish
 
a
 
quorum,
 
but
 
the
 
meeting
 
is
 
not
 
adjourned,
 
the
 
action
 
of
 
the
 
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 law,
 
the Charter or these Bylaws.
Section 3.8
 
Organization
.
 
At each meeting
 
of the Board
 
of Directors, the
 
Chair of the
 
Board of Directors
 
or,
in the absence of the Chair, the Vice Chair of the Board of Directors,
 
if any, shall act as chair of the meeting. In the absence of
both the Chair and Vice Chair of the
 
Board of Directors, 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
chair of the meeting. The Secretary or, in the Secretary’s absence, an Assistant Secretary of the Corporation, or,
 
in the absence
of the Secretary and all Assistant Secretaries, an individual appointed by the Chair,
 
shall act as secretary of the meeting.
Section 3.9
 
Meetings
 
by
 
Remote
 
Communication
.
 
Directors
 
may
 
participate
 
in
 
a
 
meeting
 
by
 
means
 
of
 
a
conference telephone or
 
other means of remote
 
communication 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 3.10
 
Consent by
 
Directors
 
Without
 
a Meeting
.
 
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 or by electronic transmission to such
action is given by each director and is filed with the minutes of proceedings of
 
the Board of Directors.
Section 3.11
 
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. Except as may
 
be provided
by the Board of
 
Directors in setting the
 
terms of any class or
 
series of preferred stock,
 
any vacancy on the
 
Board of Directors
may be
 
filled only
 
by a
 
majority of
 
the remaining
 
directors, even
 
if the
 
remaining directors
 
do not
 
constitute a
 
quorum. Any
director elected to fill a vacancy shall serve for
 
the remainder of the full term of the
 
directorship in which the vacancy occurred
and until a successor is elected and qualifies.
Section 3.12
 
Chair of the
 
Board of Directors
.
 
The Board of
 
Directors shall designate
 
a Chair of
 
the Board of
Directors. The
 
Board of
 
Directors may
 
designate the
 
Chair of the
 
Board of
 
Directors as an
 
executive or
 
non-executive chair.
The
 
Chair
 
of
 
the
 
Board
 
of
 
Directors
 
shall
 
preside
 
over
 
the meetings
 
of
 
the
 
Board
 
of
 
Directors.
 
The
 
Chair
 
of
 
the
 
Board
 
of
 
 
 
 
 
 
 
 
 
 
 
Directors shall
 
perform such
 
other duties
 
as may
 
be assigned
 
to the
 
Chair of
 
the Board
 
of Directors
 
by these
 
Bylaws or
 
the
Board of Directors.
Section 3.13
 
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 perform
 
or engage
 
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 3.14
 
Reliance
.
 
Each director and officer of
 
the Corporation shall, in the performance
 
of such director’s
or officer’s duties with respect
 
to the Corporation, be
 
entitled to rely on
 
any information, opinion, report
 
or statement, including
any financial statement
 
or other financial
 
data, prepared or presented
 
by an officer
 
or employee of the
 
Corporation whom the
director
 
or
 
officer
 
reasonably
 
believes
 
to
 
be
 
reliable
 
and
 
competent
 
in
 
the
 
matters
 
presented,
 
by
 
a
 
lawyer,
 
certified
 
public
accountant or other
 
person, as to
 
a matter which
 
the director or
 
officer reasonably believes to
 
be within the
 
person’s professional
or expert competence,
 
or, with
 
respect to a
 
director, by
 
a committee of
 
the Board of
 
Directors on which
 
the director does
 
not
serve, as to a matter within its designated authority,
 
if the director reasonably believes the committee to merit confidence.
Section 3.15
 
Certain Rights of
 
Directors and
 
Officers
.
 
Any director or
 
officer,
 
in such director’s
 
or officer’s
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, in addition to
 
or in competition with
 
those of or
 
relating to the
 
Corporation.
Section 3.16
 
Ratification
.
 
The
 
Board
 
of
 
Directors
 
or
 
the
 
stockholders
 
may
 
ratify
 
and
 
make
 
binding
 
on
 
the
Corporation any action or inaction
 
by the Corporation or
 
its officers to the
 
extent that the Board
 
of Directors or the
 
stockholders
could
 
have
 
originally
 
authorized
 
the
 
matter.
 
Moreover,
 
any
 
action
 
or
 
inaction
 
questioned
 
in
 
any
 
stockholders’
 
derivative
proceeding or
 
any other proceeding
 
on the ground
 
of lack of
 
authority,
 
defective or
 
irregular execution,
 
adverse interest
 
of a
director,
 
officer
 
or
 
stockholder,
 
non-disclosure,
 
miscomputation,
 
the
 
application
 
of
 
improper
 
principles
 
or
 
practices
 
of
accounting or otherwise, may be
 
ratified, before or after judgment,
 
by the Board of Directors or
 
by the stockholders, and if
 
so
ratified, shall
 
have the
 
same force
 
and effect
 
as if
 
the questioned
 
action or
 
inaction had
 
been originally
 
duly authorized,
 
and
such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution
of any judgment in respect of such questioned action or inaction.
Section 3.17
 
Emergency Provisions
.
 
Notwithstanding any other
 
provision in the Charter
 
or these Bylaws, this
Section 3.17 shall
 
apply during the
 
existence of any
 
catastrophe, or other
 
similar emergency
 
condition, as a
 
result of which
 
a
quorum of the Board of Directors under Article III of these Bylaws cannot readily be obtained (an “
Emergency
”). During any
Emergency, unless otherwise provided by the
 
Board of Directors,
 
(a) a meeting
 
of the Board
 
of Directors or
 
a committee thereof
may be called by any director or officer by any means feasible under the circumstances; (b) notice of
 
any meeting of the Board
of Directors during such an Emergency may be
 
given less than twenty-four (24) hours prior
 
to the meeting to as many
 
directors
and by
 
such means
 
as may
 
be feasible
 
at the
 
time, including
 
publication, television
 
or radio,
 
and (c)
 
the number
 
of directors
necessary to constitute a quorum shall be one-third (1/3) of the entire Board of
 
Directors.
ARTICLE IV
COMMITTEES
Section 4.1
 
Number,
 
Tenure
 
and
 
Qualifications
.
 
The
 
Board
 
of
 
Directors
 
may
 
appoint
 
from
 
among
 
its
members an
 
Audit Committee,
 
a Compensation
 
Committee, a
 
Nominating and
 
Corporate Governance
 
Committee and
 
other
committees, composed
 
of one or
 
more directors,
 
to serve at the
 
pleasure of the
 
Board of Directors.
 
The exact composition
 
of
each committee, including the total number
 
of directors and the number of
 
independent directors on each such committee,
 
shall
at all times comply with any applicable listing requirements and rules and regulations of the New York Stock Exchange or any
other national securities exchange
 
on which the Corporation’s
 
common stock is then listed,
 
as such rules and regulations
 
may
be modified or amended from time to time, and the rules and regulations
 
of the Securities and Exchange Commission, as such
rules and regulations may be modified or amended from time to time.
Section 4.2
 
Powers
.
 
The Board
 
of Directors
 
may delegate
 
to committees
 
appointed under
 
Section 4.1
 
of this
Article IV any of the powers of the Board of Directors, except as prohibited by law.
 
 
 
 
 
 
 
 
 
 
 
Section 4.3
 
Meetings
.
 
Notice of
 
committee meetings
 
shall be
 
given in
 
the same
 
manner as
 
notice for
 
special
meetings of the Board of
 
Directors. A majority of the
 
members of the committee
 
shall constitute a quorum
 
for the transaction
of business at any meeting of the committee. The act of a majority of the committee members present at a meeting shall be the
act of such committee. The
 
Board of Directors may designate
 
a chair of any committee,
 
and such chair or,
 
in the absence of a
chair,
 
any two
 
(2) members
 
of any
 
committee (if
 
there are
 
at least
 
two (2)
 
members of
 
the committee)
 
may fix
 
the time
 
and
place of its
 
meeting unless the
 
Board of Directors
 
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.
Section 4.4
 
Meetings by
 
Remote Communication
.
 
Members of
 
a committee
 
of the
 
Board of
 
Directors may
participate in a
 
meeting by means
 
of a
 
conference telephone or
 
other means of
 
remote communication 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 4.5
 
Consent by Committees Without a Meeting
.
 
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
 
or by
 
electronic
transmission to
 
such action
 
is given
 
by each
 
member of
 
the committee
 
and is
 
filed with
 
the minutes
 
of proceedings
 
of such
committee.
Section 4.6
 
Removal and
 
Vacancies
.
 
Subject to
 
the provisions
 
hereof, the
 
Board of
 
Directors shall
 
have the
power
 
at
 
any
 
time
 
to
 
change
 
the
 
membership
 
or
 
size
 
of
 
any
 
committee
 
(including
 
the
 
removal
 
of
 
any
 
member
 
of
 
such
committee), to fill any
 
vacancy, to
 
designate an alternate member
 
to replace any absent
 
or disqualified member or
 
to dissolve
any such committee.
ARTICLE V
OFFICERS
Section 5.1
 
General Provisions
.
 
The officers
 
of the
 
Corporation shall
 
include a
 
President, a
 
Secretary and
 
a
Treasurer
 
and
 
may
 
include a
 
Chief Executive
 
Officer,
 
one (1)
 
or more
 
Vice
 
Presidents,
 
a Chief
 
Operating
 
Officer,
 
a Chief
Financial Officer,
 
a Chief Investment
 
Officer,
 
a Chief Portfolio
 
Officer,
 
one (1) or
 
more Assistant Secretaries
 
and one
 
(1) 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 it
 
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 serve
 
until such officer’s successor is elected
and qualifies or until such officer’s death, or such
 
officer’s resignation or removal in the manner hereinafter provided. Any two
(2) 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 5.2
 
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
 
delivering a
 
resignation to
 
the Board
 
of Directors,
 
the Chair
 
of the
 
Board of
 
Directors, the
 
Chief
Executive Officer, the President or the Secretary. Any resignation shall take effect immediately upon its receipt or at such later
time specified in
 
the 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 5.3
 
Vacancies
.
 
A vacancy in any office
 
may be filled by the
 
Board of Directors for
 
the balance of the
term.
Section 5.4
 
Chief Executive Officer
.
 
The Board of Directors may designate
 
a Chief Executive Officer.
 
In the
absence of such designation,
 
the Chair of the Board
 
of Directors 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. The Chief Executive Officer
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 Chief
 
Executive
Officer and such other duties as may be prescribed by the Board of Directors
 
from time to time.
 
 
 
 
 
 
 
 
 
 
 
 
 
Section 5.5
 
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 Chief
 
Executive
Officer.
Section 5.6
 
Chief Investment Officer
.
 
The Board of Directors may designate a Chief Investment Officer. The
Chief Investment
 
Officer shall
 
have the
 
responsibilities and
 
duties as
 
set forth
 
by the
 
Board of
 
Directors or
 
Chief Executive
Officer.
Section 5.7
 
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
 
Chief
 
Executive
Officer.
Section 5.8
Chief Portfolio Officer
.
 
The Board of
 
Directors may designate
 
a Chief Portfolio
 
Officer. The Chief
Portfolio Officer shall have the responsibilities and duties
 
as set forth by the Board of Directors or Chief Executive Officer.
Section 5.9
 
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.
 
The President 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 5.10
 
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, 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 Chief Executive
 
Officer, the
 
President or the
Board of
 
Directors. The
 
Board of
 
Directors may
 
designate one
 
or more
 
Vice
 
Presidents as
 
Executive Vice
 
President, Senior
Vice President or as Vice
 
President for particular areas of responsibility.
Section 5.11
 
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 the Secretary by the Chief Executive Officer,
 
the
President or the Board of Directors.
Section 5.12
 
Treasurer
.
 
The Treasurer shall (a) have the custody of the funds and securities of the Corporation,
(b) keep full and accurate accounts
 
of receipts and disbursements in books
 
belonging to the Corporation, (c) 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
 
and (d) in general
 
perform such other
 
duties as from time
 
to time may be
 
assigned to the
 
Treasurer by the
Chief Executive Officer,
 
the President or
 
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 the transactions as Treasurer
 
and of the financial condition of the
Corporation.
Section 5.13
 
Assistant Secretaries; 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 Chief
Executive Officer, the President
 
or the Board of Directors.
Section 5.14
 
Compensation
.
 
The compensation of the
 
officers shall be fixed
 
from time to time by or
 
under the
authority of the Board of Directors. No officer
 
shall be prevented from receiving such compensation
 
by reason of the fact that
such officer is also a director.
 
 
 
 
 
 
 
 
 
 
 
ARTICLE VI
CONTRACTS, CHECKS AND DEPOSITS
Section 6.1
 
Contracts
.
 
The Board of Directors
 
or another committee of the
 
Board of Directors within the
 
scope
of its delegated authority 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 duly authorized or
ratified by action of the Board of Directors or such other committee and executed
 
by an authorized person.
Section 6.2
Checks and
 
Drafts
.
 
All checks,
 
drafts or
 
other orders
 
for the
 
payment of
 
money,
 
notes or
 
other
evidences of indebtedness issued in the name of the Corporation
 
shall be signed by such officer or agent of the Corporation
 
in
such manner as shall from time to time be determined by the Board of Directors.
Section 6.3
 
Deposits
.
 
All funds of the Corporation not otherwise employed shall be deposited or invested from
time to
 
time to
 
the credit
 
of the
 
Corporation as
 
the Board
 
of Directors,
 
the Chief
 
Executive Officer,
 
the President,
 
the Chief
Financial Officer, or any other
 
officer designated by the Board of Directors may determine.
ARTICLE VII
STOCK
Section 7.1
 
Certificates
.
 
Except as may be
 
otherwise provided by
 
the Board of Directors,
 
stockholders of the
Corporation are not entitled
 
to certificates representing the
 
shares of stock
 
held by them. 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.
Section 7.2
 
Transfers
.
 
All transfers of
 
shares of stock
 
shall be made
 
on the books
 
of the Corporation
 
and the
books of the transfer agent of the Corporation, if applicable, by the holder of the shares,
 
in person or by such holder’s 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 to the Corporation or, if authorized by the
 
Corporation, the transfer agent of the
 
Corporation of certificates duly
endorsed
 
or
 
accompanied
 
by
 
proper
 
evidence
 
of
 
succession,
 
assignment
 
or
 
authority
 
to
 
transfer,
 
the
 
Corporation,
 
or,
 
if
authorized by the Corporation, the transfer agent of the Corporation, shall issue a new certificate to the person entitled thereto,
cancel
 
the
 
old
 
certificate
 
and
 
record
 
the
 
transaction
 
on
 
its
 
books.
 
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 any
 
uncertificated
 
shares, 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.
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 expressly
 
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 and all of the terms and conditions contained therein.
Section 7.3
 
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 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
 
that 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
such owner’s 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 7.4
 
Fixing of Record Date
.
 
Subject to the provisions of Article II, Section 2.3, 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 ninety (90) days
 
and, in the case
 
of a meeting
of
 
stockholders,
 
not
 
less
 
than
 
ten
 
(10)
 
days,
 
before
 
the
 
date
 
on
 
which
 
the
 
meeting
 
or
 
particular
 
action
 
requiring
 
such
determination of stockholders of record is to be held or taken.
When
 
a
 
record
 
date
 
for
 
the
 
determination
 
of
 
stockholders
 
entitled
 
to
 
notice
 
of
 
and
 
to
 
vote
 
at
 
any
 
meeting
 
of
stockholders has
 
been set
 
as provided
 
in this
 
section, such
 
record date
 
shall continue
 
to apply
 
to the
 
meeting if
 
adjourned or
postponed, except if the meeting is adjourned or postponed to a date more than one hundred twenty (120) days after the record
date originally fixed for the meeting, in which case a new record date for
 
such meeting may be determined as set forth herein.
Section 7.5
 
Stock Ledger
.
 
The Corporation shall maintain at
 
its principal office or at the
 
office of its counsel,
accountants or
 
transfer agent,
 
an original
 
or duplicate
 
stock ledger
 
containing the
 
name and
 
address of
 
each stockholder
 
and
the number of shares of each class held by such stockholder.
Section 7.6
 
Fractional Stock;
 
Issuance Of
 
Units
.
 
The Board
 
of Directors
 
may authorize
 
the Corporation
 
to
issue
 
fractional
 
stock
 
or
 
authorize
 
the
 
issuance
 
of
 
scrip,
 
all on
 
such
 
terms
 
and
 
under
 
such
 
conditions
 
as
 
it
 
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 9.1
 
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.
 
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 9.2
 
Contingencies
.
 
Before payment of any dividends or other distributions,
 
there may be set aside out
of any assets of the Corporation available for dividends or other distributions such sum or sums as the Board of Directors may
from
 
time to
 
time, in
 
its absolute
 
discretion,
 
think
 
proper
 
as a
 
reserve
 
fund
 
for contingencies,
 
for
 
equalizing
 
dividends, for
repairing or maintaining
 
any property of
 
the Corporation or for
 
such other purpose as
 
the Board of
 
Directors shall determine,
and the Board of Directors may modify or abolish any such reserve.
ARTICLE X
INVESTMENT POLICIES
Subject
 
to
 
the
 
provisions
 
of
 
the
 
Charter,
 
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 11.1
 
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 11.2
 
Affixing Seal
.
 
Whenever the Corporation is permitted or required to affix its seal to a document, it
shall be sufficient to meet
 
the requirements of any law, rule or regulation relating to
 
a seal to place
 
the word “(SEAL)” adjacent
to the signature of the person authorized to execute the document on behalf
 
of the Corporation.
ARTICLE XII
INDEMNIFICATION AND
 
ADVA
 
NCE 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 or threatened to be made a party to the proceeding by reason
 
of such person’s service in that
capacity or (b) any individual
 
who, while a director or
 
officer of the Corporation
 
and at the request of
 
the Corporation, serves
or has
 
served as
 
a director,
 
officer,
 
partner,
 
trustee, member
 
or manager
 
of another
 
corporation, real
 
estate investment
 
trust,
limited
 
liability
 
company,
 
partnership,
 
joint
 
venture,
 
trust,
 
employee
 
benefit
 
plan
 
or
 
other
 
enterprise
 
and
 
who
 
is
 
made
 
or
threatened to be
 
made a party
 
to the
 
proceeding by reason
 
of such
 
person’s service in that
 
capacity. The rights to
 
indemnification
and advance of expenses
 
provided by the Charter
 
and these Bylaws
 
shall vest immediately upon
 
election of a
 
director or officer.
The Corporation
 
may, with
 
the approval of
 
its Board of
 
Directors, provide
 
such indemnification and
 
advance for expenses
 
to
an individual
 
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. The indemnification and payment or reimbursement
of expenses
 
provided in
 
these Bylaws
 
shall not
 
be deemed exclusive
 
of or limit
 
in any way
 
other rights
 
to which
 
any person
seeking indemnification or payment
 
or reimbursement of
 
expenses may be
 
or may become
 
entitled under any
 
bylaw, resolution,
insurance, agreement or otherwise.
Neither the
 
amendment nor
 
repeal of
 
this Article
 
XII, nor
 
the adoption
 
or amendment
 
of any
 
other provision
 
of the
Charter
 
or
 
these
 
Bylaws
 
inconsistent
 
with
 
this
 
Article
 
XII,
 
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
 
of
 
a
 
meeting
 
is required
 
to
 
be given
 
pursuant
 
to
 
the
 
Charter
 
or these
 
Bylaws
 
or
 
pursuant
 
to
applicable law, a waiver thereof in writing or by electronic transmission, given 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 of
 
such meeting, 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 has not been lawfully called or convened.
ARTICLE XIV
EXCLUSIVE FORUM FOR CERTAIN
 
LITIGATION
Unless the
 
Corporation consents
 
in writing
 
to the
 
selection of
 
an alternative
 
forum, the
 
Circuit Court
 
for Baltimore
City,
 
Maryland,
 
or,
 
if
 
that
 
Court
 
does
 
not
 
have
 
jurisdiction,
 
the
 
United
 
States
 
District
 
Court
 
for
 
the
 
District
 
of
 
Maryland,
Baltimore
 
Division,
 
shall
 
be
 
the
 
sole
 
and
 
exclusive
 
forum
 
for
 
(a)
 
any Internal
 
Corporate
 
Claim,
 
as such
 
term
 
is defined
 
in
Section 1-101(p) of the
 
MGCL, or any successor
 
provision thereof, (b) any
 
derivative action or proceeding
 
brought on behalf
of the Corporation, (c) any action asserting a claim of breach of any duty owed by any director or officer or other employee of
the
 
Corporation
 
to
 
the
 
Corporation
 
or
 
to
 
the
 
stockholders
 
of
 
the
 
Corporation,
 
(d)
 
any
 
action
 
asserting
 
a
 
claim
 
against
 
the
 
 
Corporation or
 
any director
 
or officer
 
or other
 
employee of
 
the Corporation
 
arising pursuant
 
to any
 
provision of
 
the MGCL,
the Charter or these Bylaws, or (e) any other action asserting a claim against the Corporation or any director or officer or other
employee of the Corporation that is governed by the
 
internal affairs doctrine.
 
Unless the Corporation consents in writing, none
of the foregoing actions, claims or proceedings shall be brought in
 
any court sitting outside the State of Maryland.
ARTICLE XV
AMENDMENT OF BYLAWS
The Board of Directors shall have the power to adopt, alter or repeal
 
any provision of these Bylaws and to make new
Bylaws.
 
In
 
addition,
 
these
 
Bylaws may
 
also
 
be
 
adopted,
 
altered
 
or
 
repealed,
 
and
 
new
 
Bylaws may
 
be
 
made,
 
pursuant
 
to
 
a
binding proposal
 
that is
 
(a) submitted
 
to the
 
stockholders for
 
approval at
 
a duly
 
called annual
 
meeting or
 
special meeting
 
of
stockholders by (i) the Board of Directors or (ii) a stockholder who provides to the Corporation timely notice of such proposal
that satisfies the notice procedures and all other relevant provisions of Article II of these Bylaws and who is, at the record date
set by the Board
 
of Directors for the
 
purpose of determining stockholders entitled to
 
vote on such matter, at
 
the time such notice
is
 
delivered
 
to
 
the
 
Corporation
 
and
 
as
 
of
 
such
 
meeting,
 
a
 
stockholder
 
that
 
satisfies
 
the
 
ownership
 
and
 
other
 
eligibility
requirements of
 
Rule 14a-8 under
 
the Exchange Act
 
and Article II
 
of these Bylaws,
 
and (b) approved
 
by the stockholders
 
by
the affirmative vote
 
of a majority of
 
the votes entitled to
 
be cast on the matter,
 
except that the stockholders
 
shall not have the
power to alter
 
or repeal Article
 
XII (Indemnification
 
and Advance of
 
Expenses) or this
 
Article XV or
 
adopt any provision
 
of
these Bylaws inconsistent with Article XII or this Article XV,
 
in either case, without the approval of the Board of Directors.