EXHIBIT 3.2
EATON VANCE CORP.
BYLAWS
ARTICLE
I
OFFICES
Section 1. PRINCIPAL
OFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors
may designate.
Section 2. ADDITIONAL
OFFICES. The Corporation may have additional offices, including a principal executive office, at such places as the Board
of Directors may from time to time determine or the business of the Corporation may require.
ARTICLE
II
MEETINGS
OF STOCKHOLDERS
Section 1. PLACE.
All meetings of stockholders shall be held at the principal executive office of the Corporation or at such other place as shall
be set by the Board of Directors and stated in the notice of the meeting.
Section 2. ANNUAL
MEETING. An annual meeting of the stockholders for the election of directors and the transaction of any business within the
powers of the Corporation shall be held on a date and at the time set by the Board of Directors.
Section 3. SPECIAL
MEETINGS. The chairman of the board, president, chief executive officer or Board of Directors may call a special meeting of
the stockholders. A special meeting of stockholders shall also be called by the secretary of the Corporation upon the written
request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast at such meeting. Such request
shall state the purpose of such meeting and the matters proposed to be acted on at such meeting. The secretary shall inform such
stockholders of the reasonably estimated cost of preparing and mailing notice of the meeting and, upon payment to the Corporation
by such stockholders of such costs, the secretary shall give notice to each stockholder entitled to notice of the meeting.
Section 4. NOTICE.
Not less than ten nor more than 90 days before each meeting of stockholders, the secretary shall give to each stockholder entitled
to vote at such meeting and to each stockholder not entitled to vote who is entitled to notice of the meeting written or printed
notice stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any
statute, the purpose for which the meeting is called, either by mail, by presenting it to such stockholder personally, by leaving
it at the stockholder’s residence or usual place of business or by any other means permitted by Maryland law. If mailed,
such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at the stockholder’s
address as it appears on the records of the Corporation, with postage thereon prepaid.
Any business
of the Corporation may be transacted at an annual meeting of stockholders without being specifically designated in the notice,
except such business as is required by any statute to be stated in such notice. No business shall be transacted at a special meeting
of stockholders except as specifically designated in the notice.
Section 5. ORGANIZATION
AND CONDUCT. Every meeting of stockholders shall be conducted by an individual appointed by the Board of Directors to be chairman
of the meeting or, in the absence of such appointment or appointed individual, by the chairman of the board or, in the case of
a vacancy in the office or absence of the chairman of the board, by one of the following officers present at the meeting in the
following order: the vice chairman of the board, if there is one, the chief executive officer, the president, the vice presidents
in their order of rank and, within each rank, in their order of seniority, the secretary, or, in the absence of such officers,
a chairman chosen by the stockholders by the vote of a majority of the votes cast by stockholders present in person or by proxy.
The secretary or, in the case of a vacancy in the office or absence of the secretary, an assistant secretary or an individual
appointed by the Board of Directors or the chairman of the meeting shall act as secretary. 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 chairman of the meeting, shall record the minutes of the meeting. The order of business and all
other matters of procedure at any meeting of stockholders shall be determined by the chairman of the meeting. The chairman of
the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairman,
are appropriate for the proper conduct of the meeting.
Section 6. QUORUM.
At any meeting of stockholders, the presence in person or by proxy of stockholders entitled to cast a majority of all the votes
entitled to be cast at such meeting shall constitute a quorum; but this section shall not affect any requirement under any statute
or the charter of the Corporation for the vote necessary for the adoption of any measure. If, however, such quorum shall not be
present at any meeting of the stockholders, the chairman of the meeting or the stockholders entitled to vote at such meeting,
present in person or by proxy, shall have the power to adjourn the meeting from time to time to a date not more than 120 days
after the original record date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum
shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.
The stockholders
present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business
until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.
Section 7. VOTING.
A plurality of all the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient
to elect a director. Each share may be voted for as many individuals as there are directors to be elected and for whose election
the share is entitled to be voted. A majority of the votes cast at a meeting of stockholders duly called and at which a quorum
is present shall be sufficient to approve any other matter which may properly come before the meeting, unless more than a majority
of the votes cast is required by statute or by the charter of the Corporation. Unless otherwise provided in the charter, each
outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders.
Section 8. PROXIES.
A stockholder may cast the votes entitled to be cast by the shares of stock owned of record by the stockholder in person or by
proxy executed by the stockholder or by the stockholder’s duly authorized agent in any manner permitted by law. Such proxy
or evidence of authorization of such proxy shall be filed with the secretary of the Corporation before or at the meeting. No proxy
shall be valid more than eleven months after its date unless otherwise provided in the proxy.
Section 9. VOTING
OF STOCK BY CERTAIN HOLDERS. Stock of the Corporation registered in the name of a corporation, partnership, trust or other
entity, if entitled to be voted, may be voted by the president or a vice president, a general partner or trustee thereof, as the
case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote
such stock pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners
of a partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such stock.
Any director or other fiduciary may vote stock registered in his or her name as such fiduciary, either in person or by proxy.
Shares of
stock of the Corporation directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining
the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity,
in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.
The Board
of Directors may adopt by resolution a procedure by which a stockholder may certify in writing to the Corporation that any shares
of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder.
The resolution shall set forth the class of stockholders who may make the certification, the purpose for which the certification
may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record
date or closing of the stock transfer books, the time after the record date or closing of the stock transfer books within which
the certification must be received by the Corporation; and any other provisions with respect to the procedure which the Board
of Directors considers necessary or desirable. On receipt of such certification, the person specified in the certification shall
be regarded as, for the purposes set forth in the certification, the stockholder of record of the specified stock in place of
the stockholder who makes the certification.
Section 10. INSPECTORS.
The Board of Directors, in advance of any meeting, may, but need not, appoint one or more individual inspectors or one or more
entities that designate individuals as inspectors to act at the meeting or any adjournment thereof. If an inspector or inspectors
are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who
may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors
in advance of the meeting or at the meeting by the chairman of the meeting. The inspectors, if any, shall determine the number
of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity
and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots or consents, determine the
result, and do such acts as are
proper to conduct the election or vote with fairness to all stockholders. Each such report shall be in writing and signed by him
or her or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector,
the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares
represented at the meeting and the results of the voting shall be prima facie evidence thereof.
Section 11. VOTING
BY BALLOT. Voting on any question or in any election may be viva voce unless the presiding officer shall order or any
stockholder shall demand that voting be by ballot.
Section 12. STOCKHOLDERS’
CONSENT IN LIEU OF MEETING. Any action required or permitted to be taken at any meeting of stockholders may be taken without
a meeting if a consent in writing or by electronic transmission of stockholders entitled to cast not less than the minimum number
of votes that would be necessary to authorize or take the action at a meeting of stockholders is delivered to the Corporation
in accordance with the Maryland General Corporation Law (the “MGCL”). The Corporation shall give notice of any action
taken by less than unanimous consent to each stockholder not later than ten days after the effective time of such action.
ARTICLE
III
DIRECTORS
Section 1. GENERAL
POWERS. The business and affairs of the Corporation shall be managed under the direction of its Board of Directors.
Section 2. NUMBER,
TENURE AND QUALIFICATIONS. At any regular meeting or at any special meeting called for that purpose, a majority of the entire
Board of Directors may establish, increase or decrease the number of directors, provided that the number thereof shall never be
less than the minimum number required by the MGCL, nor more than 15, and further provided that the tenure of office of a director
shall not be affected by any decrease in the number of directors.
Section 3. ANNUAL
AND REGULAR MEETINGS. An annual meeting of the Board of Directors shall be held immediately after and at the same place as
the annual meeting of stockholders, no notice other than this Bylaw being necessary. In the event such meeting is not so held,
the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings
of the Board of Directors.
Section 4. SPECIAL
MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the chairman of the board, the
chief executive officer, the president or by a majority of the directors then in office. The person or persons authorized to call
special meetings of the Board of Directors may fix any place as the place for holding any special meeting of the Board of Directors
called by them. The Board of Directors may provide, by resolution, the time and place for the holding of special meetings of the
Board of Directors without other notice than such resolution.
Section 5. NOTICE.
Notice of any special meeting of the Board of Directors shall be delivered personally or by telephone, electronic mail, facsimile
transmission, United States mail or courier to each director at his or her business or residence address. Notice by personal delivery,
telephone, electronic mail or facsimile transmission shall be given at least 24 hours prior to the meeting. Notice by United States
mail shall be given at least three days prior to the meeting. Notice by courier shall be given at least two days prior to the
meeting. Telephone notice shall be deemed to be given when the director or his or her agent is personally given such notice in
a telephone call to which the director or his or her agent is a party. Electronic mail notice shall be deemed to be given upon
transmission of the message to the electronic mail address given to the Corporation by the director. Facsimile transmission notice
shall be deemed to be given upon completion of the transmission of the message to the number given to the Corporation by the director
and receipt of a completed answer-back indicating receipt. Notice by United States mail shall be deemed to be given when deposited
in the United States mail properly addressed, with postage thereon prepaid. Notice by courier shall be deemed to be given when
deposited with or delivered to a courier properly addressed. Neither the business to be transacted at, nor the purpose of, any
annual, regular or special meeting of the Board of Directors need be stated in the notice, unless specifically required by statute
or these Bylaws.
Section 6. QUORUM.
A majority of the directors shall constitute a quorum for transaction of business at any meeting of the Board of Directors, provided
that, if less than a majority of such directors are present at said meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice, and provided further that if, pursuant to the charter of the Corporation or
these Bylaws, the vote of a majority of a particular group of directors is required for action, a quorum must also include a majority
of such group.
The directors
present at a meeting which has been duly called and convened may continue to transact business until adjournment, notwithstanding
the withdrawal of enough directors to leave less than a quorum.
Section 7. VOTING.
The action of the majority of the directors present at a meeting at which a quorum is present shall be the action of the Board
of Directors, unless the concurrence of a greater proportion is required for such action by applicable statute or the charter.
If enough directors have withdrawn from a meeting to leave less than a quorum but the meeting is not adjourned, the action of
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 statute or the charter.
Section 8. ORGANIZATION.
At each meeting of the Board of Directors, the chairman of the board or, in the absence of the chairman, the vice chairman of
the board, if any, shall act as Chairman. In the absence of both the chairman and vice chairman of the board, the chief executive
officer or in the absence of the chief executive officer, the president or in the absence of the president, a director chosen
by a majority of the directors present, shall act as Chairman. The secretary or, in his or her absence, an assistant secretary
of the Corporation, or in the absence of the secretary and all assistant secretaries, a person appointed by the Chairman, shall
act as Secretary of the meeting.
Section 9. TELEPHONE
MEETINGS. Directors may participate in a meeting by means of a conference telephone or similar communications equipment if
all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall
constitute presence in person at the meeting.
Section
10. CONSENT BY DIRECTORS. Any action required or permitted to be taken at any meeting of the Board of Directors may
be taken without a meeting, if a consent to such action is given in writing or by electronic transmission by each director and
is filed with the minutes of proceedings of the Board of Directors.
Section 11. VACANCIES.
If for any reason any or all the directors cease to be directors, such event shall not terminate the Corporation or affect these
Bylaws or the powers of the remaining directors hereunder. Any vacancy on the Board of Directors for any cause other than an increase
in the number of directors shall be filled by a majority of the remaining directors, even if such majority is less than a quorum.
Any vacancy in the number of directors created by an increase in the number of directors may be filled by a majority vote of the
entire Board of Directors. Any individual so elected as director shall serve until the next annual meeting of stockholders and
until his or her successor is elected and qualifies.
Section 12. COMPENSATION.
Directors shall be entitled to receive such compensation from the Corporation for their services as may from time to time be determined
by resolution of the Board of Directors.
Section 13. LOSS
OF DEPOSITS. No director shall be liable for any loss which may occur by reason of the failure of the bank, trust company,
savings and loan association, or other institution with whom moneys or stock have been deposited.
Section 14. SURETY
BONDS. Unless required by law, no director shall be obligated to give any bond or surety or other security for the performance
of any of his or her duties.
Section 15. RELIANCE.
Each director, officer, employee and agent of the Corporation shall, in the performance of his or her duties with respect to the
Corporation, be fully justified and protected with regard to any act or failure to act in reliance in good faith upon the books
of account or other records of the Corporation, upon an opinion of counsel or upon reports made to the Corporation by any of its
officers or employees or by the adviser, accountants, appraisers or other experts or consultants selected by the Board of Directors
or officers of the Corporation, regardless of whether such counsel or expert may also be a director.
ARTICLE
IV
COMMITTEES
Section 1. NUMBER,
TENURE AND QUALIFICATIONS. The Board of Directors may appoint from among its members an Executive Committee, an Audit Committee,
a Compensation Committee and other committees, composed of one or more directors, to serve at the pleasure of the Board of Directors.
Section 2. POWERS.
The Board of Directors may delegate to committees appointed under Section 1 of this Article any of the powers of the Board of
Directors, except as prohibited by law.
Section 3. MEETINGS.
Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Directors. A majority
of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee. The
act of a majority of the committee members present at a meeting shall be the act of such committee. The Board of Directors may
designate a chairman of any committee, and such chairman or, in the absence of a chairman, any two members of any committee (if
there are at least two members of the Committee) may fix the time and place of its meeting unless the Board shall otherwise provide.
In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute
a quorum, may appoint another director to act in the place of such absent member. Each committee shall keep minutes of its proceedings.
Section 4. TELEPHONE
MEETINGS. Members of a committee of the Board of Directors may participate in a meeting by means of a conference telephone
or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation
in a meeting by these means shall constitute presence in person at the meeting.
Section 5. CONSENT
BY COMMITTEES. Any action required or permitted to be taken at any meeting of a committee of the Board of Directors may be
taken without a meeting, if a consent to such action is given in writing or by electronic transmission by each member of the committee
and such consent is filed with the minutes of proceedings of such committee.
Section 6. VACANCIES.
Subject to the provisions hereof, the Board of Directors shall have the power at any time to change the membership of any committee,
to fill all vacancies, to designate alternate members to replace any absent or disqualified member or to dissolve any such committee.
ARTICLE
V
OFFICERS
Section 1. GENERAL
PROVISIONS. The officers of the Corporation shall include a president, a secretary and a treasurer and may include a chief
executive officer, one or more vice presidents, a chief operating officer, a chief financial officer, one or more assistant secretaries
and one or more assistant treasurers. In addition, the Board of Directors may from time to time elect such other officers with
such powers and duties as they shall deem necessary or desirable. The officers of the Corporation shall be elected annually by
the Board of Directors, except that the chief executive officer or president may from time to time appoint one or more vice presidents,
assistant secretaries and assistant treasurers or other officers. Each officer shall hold office until his or her successor is
elected and qualifies or until his or her death, or his or her resignation or removal in the manner hereinafter provided. Any
two or more offices except president and vice president may be held by the same person. Election of an officer or agent shall
not of itself create contract rights between the Corporation and such officer or agent.
Section 2. REMOVAL
AND RESIGNATION. Any officer or agent of the Corporation may be removed, with or without cause, by the Board of Directors
if in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Any officer of the Corporation may resign at any time by giving written
notice of his or her resignation to the Board of Directors, the chairman of the board, the president or the secretary. Any resignation
shall take effect immediately upon its receipt or at such later time specified in the notice of resignation. The acceptance of
a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be
without prejudice to the contract rights, if any, of the Corporation.
Section 3. VACANCIES.
A vacancy in any office may be filled by the Board of Directors for the balance of the term.
Section 4. CHIEF
EXECUTIVE OFFICER. The Board of Directors may designate a chief executive officer. The chief executive officer shall have
general responsibility for implementation of the policies of the Corporation, as determined by the Board of Directors, and for
the management of the business and affairs of the Corporation.
Section 5. CHIEF
OPERATING OFFICER. The Board of Directors may designate a chief operating officer. The chief operating officer shall have
the responsibilities and duties as set forth by the Board of Directors or the chief executive officer.
Section 6. CHIEF
FINANCIAL OFFICER. The Board of Directors may designate a chief financial officer. The chief financial officer shall have
the responsibilities and duties as set forth by the Board of Directors or the chief executive officer.
Section 7. CHAIRMAN
OF THE BOARD. The Board of Directors may designate a chairman of the Board, who shall not, solely by reason of such designation,
be an officer of the Corporation but shall have such powers and duties as determined by the Board of Directors from time to time.
Section 8. PRESIDENT.
In the absence of a chief executive officer, the president shall in general supervise and control all of the business and affairs
of the Corporation. In the absence of a designation of a chief operating officer by the Board of Directors, the president shall
be the chief operating officer. He may execute any deed, mortgage, bond, contract or other instrument, except in cases where the
execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of
the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the
office of president and such other duties as may be prescribed by the Board of Directors from time to time.
Section 9. VICE
PRESIDENTS. In the absence of the president or in the event of a vacancy in such office, the vice president (or in the event
there be more than one vice president, the vice presidents in the order designated at the time of their election or, in the absence
of any designation, then in the order of their election) shall perform the duties of the president and when so acting shall have
all the powers of and be subject to all the restrictions upon the president; and shall perform such other duties as from time
to time may be assigned to such vice president by the president or by the Board of Directors. The Board of Directors may designate
one or more vice presidents as executive vice president or as vice president for particular areas of responsibility.
Section 10. SECRETARY.
The secretary shall (a) keep the minutes of the proceedings of the stockholders, the Board of Directors and committees of the
Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with
the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation;
(d) keep a register of the post office address of each stockholder which shall be furnished to the secretary by such stockholder;
(e) have general charge of the stock transfer books of the Corporation; and (f) in general perform such other duties as from time
to time may be assigned to him by the chief executive officer, the president or by the Board of Directors.
Section 11. TREASURER.
The treasurer shall have the custody of the funds and securities of the Corporation, shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation, shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated by the Board of Directors and in general perform
such other duties as from time to time may be assigned to him or her 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 his or her transactions as treasurer and of the financial condition of the Corporation.
Section 12. ASSISTANT
SECRETARIES AND ASSISTANT TREASURERS. The assistant secretaries and assistant treasurers, in general, shall perform such
duties as shall be assigned to
them by the secretary or treasurer, respectively, or by the president or the Board of Directors. The assistant treasurers shall,
if required by the Board of Directors, give bonds for the faithful performance of their duties in such sums and with such surety
or sureties as shall be satisfactory to the Board of Directors.
Section 13. SALARIES.
The salaries and other compensation of the officers shall be fixed from time to time by the Board of Directors and no officer
shall be prevented from receiving such salary or other compensation by reason of the fact that he is also a director.
ARTICLE
VI
CONTRACTS,
LOANS, CHECKS AND DEPOSITS
Section 1. CONTRACTS.
The Board of Directors may authorize any officer or agent to enter into any contract or to execute and deliver any instrument
in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Any agreement,
deed, mortgage, lease or other document shall be valid and binding upon the Corporation when authorized or ratified by action
of the Board of Directors and executed by an authorized person.
Section 2. CHECKS
AND DRAFTS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in
the name of the Corporation shall be signed by such officer or agent of the Corporation in such manner as shall from time to time
be determined by the Board of Directors.
Section 3. DEPOSITS.
All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors may designate.
ARTICLE
VII
STOCK
Section 1. CERTIFICATES;
REQUIRED INFORMATION. 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 signed by the officers of the Corporation in the manner permitted by the
MGCL and contain the statements and information required by the MGCL. In the event that the Corporation issues shares of stock
without certificates, the Corporation shall provide to record holders of such shares a written statement of the information required
by the MGCL to be included on stock certificates.
Section 2. TRANSFERS
WHEN CERTIFICATES ISSUED. Subject to any determination of the Board of Directors pursuant to Section 1 of this Article, upon
surrender to the Corporation or the transfer agent of the Corporation of a stock certificate duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Notwithstanding
the foregoing, transfers of shares of any class of stock will be subject in all respects to the charter of the Corporation and
all of the terms and conditions contained therein.
Section 3. REPLACEMENT
CERTIFICATE. Subject to any determination of the Board of Directors pursuant to Section 1 of this Article, any officer designated
by the Board of Directors may direct a new certificate to be issued in place of any certificate previously issued by the Corporation
alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the person claiming the certificate
to be lost, stolen or destroyed. When authorizing the issuance of a new certificate, an officer designated by the Board of Directors
may, in his or her discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or the owner’s legal representative to advertise the same in such manner as he shall require and/or
to give bond, with sufficient surety, to the Corporation to indemnify it against any loss or claim which may arise as a result
of the issuance of a new certificate.
Section 4. FIXING
OF RECORD DATE. The Board of Directors may set, in advance, a record date for the purpose of determining stockholders entitled
to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividend
or the allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose. Such date,
in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than 90 days
and, in the case of a meeting of stockholders, not less than ten days, before the date on which the meeting or particular action
requiring such determination of stockholders of record is to be held or taken.
When a determination
of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination
shall apply to any adjournment thereof, except when the meeting is adjourned to a date more than 120 days after the record date
fixed for the original meeting, in which case a new record date shall be determined as set forth herein.
Section 5. STOCK
LEDGER. The Corporation shall maintain at its principal office or at the office of its counsel, accountants or transfer agent,
an original or duplicate share ledger containing the name and address of each stockholder and the number of shares of each class
held by such stockholder.
Section 6. FRACTIONAL
STOCK; ISSUANCE OF UNITS. The Board of Directors may issue fractional stock or provide for the issuance of scrip, all on such
terms and under such conditions as they may determine. Notwithstanding any other provision of the charter or these Bylaws, the
Board of Directors may issue units consisting of different securities of the Corporation. Any security issued in a unit shall
have the same characteristics as any identical securities issued by the Corporation, except that the Board of Directors may provide
that for a specified period securities of the Corporation issued in such unit may be transferred on the books of the Corporation
only in such unit.
ARTICLE
VIII
ACCOUNTING
YEAR
The Board of
Directors shall have the power, from time to time, to fix the fiscal year of the Corporation by a duly adopted resolution.
ARTICLE
IX
DISTRIBUTIONS
Section 1. AUTHORIZATION.
Dividends and other distributions upon the stock of the Corporation may be authorized by the Board of Directors, subject to the
provisions of law and the charter of the Corporation. Dividends and other distributions may be paid in cash, property or stock
of the Corporation, subject to the provisions of law and the charter.
Section 2. CONTINGENCIES.
Before payment of any dividends or other distributions, there may be set aside out of any assets of the Corporation available
for dividends or other distributions such sum or sums as the Board of Directors may from time to time, in its absolute discretion,
think proper as a reserve fund for contingencies, for equalizing dividends or other distributions, for repairing or maintaining
any property of the Corporation or for such other purpose as the Board of Directors shall determine to be in the best interest
of the Corporation, and the Board of Directors may modify or abolish any such reserve.
ARTICLE
X
INVESTMENT
POLICY
Subject to
applicable law and the provisions of the charter of the Corporation, the Board of Directors may from time to time adopt, amend,
revise or terminate any policy or policies with respect to investments by the Corporation as it shall deem appropriate in its
sole discretion.
ARTICLE
XI
SEAL
Section 1. SEAL.
The Board of Directors may authorize the adoption of a seal by the Corporation. The seal shall contain the name of the Corporation
and the year of its incorporation and the words “Incorporated Maryland.” The Board of Directors may authorize one
or more duplicate seals and provide for the custody thereof.
Section 2. AFFIXING
SEAL. Whenever the Corporation is permitted or required to affix its seal to a document, it shall be sufficient to meet the
requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature
of the person authorized to execute the document on behalf of the Corporation.
ARTICLE
XII
INDEMNIFICATION
AND ADVANCE OF EXPENSES
Without limiting
the provisions of the charter of the Corporation, to the maximum extent permitted by Maryland law in effect from time to time,
the Corporation shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification,
shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any individual who is a present
or former director or officer of the Corporation and who is made a party to, or witness in, the proceeding by reason of his or
her service in that capacity or (b) any individual who, while a director of the Corporation and at the request of the Corporation,
serves or has served as a director, officer, partner or trustee of such corporation, real estate investment trust, partnership,
joint venture, trust, employee benefit plan or other enterprise and who is made a party to, or witness in, the proceeding by reason
of his or her service in that capacity. The Corporation may, with the approval of its Board of Directors, provide such indemnification
and advance for expenses to a person who served a predecessor of the Corporation in any of the capacities described in (a) or
(b) above and to any employee or agent of the Corporation or a predecessor of the Corporation.
The right
of indemnification provided by this Article XII shall not be exclusive of or otherwise affect any other rights to which such person
may be entitled (whether under any law, agreement, director vote, stockholder vote or otherwise), shall inure to the benefit of
such person’s heirs, executors, administrators and personal representatives, and shall continue as to a person who has ceased
to serve in any such position. Neither the amendment nor repeal of this Article, nor the adoption or amendment of any other provision
of the Bylaws or charter of the Corporation inconsistent with this Article, shall apply to or affect in any respect the applicability
of the preceding paragraph with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.
ARTICLE
XIII
WAIVER
OF NOTICE
Whenever
any notice is required to be given pursuant to the charter of the Corporation or these Bylaws or pursuant to applicable law, a
waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting
need be set forth in the waiver of notice, unless specifically required by statute. The attendance of any person at any meeting
shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting
to the transaction of any business on the ground that the meeting is not lawfully called or convened.
ARTICLE
XIV
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, Northern 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, other than actions arising under federal securities laws, (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 or 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. None of the foregoing actions, claims or proceedings may be brought in any court sitting outside
the State of Maryland unless the Corporation consents in writing to such court.
ARTICLE
XV
AMENDMENT
OF BYLAWS
The
Board of Directors shall have the exclusive power, at any time, to adopt, alter or repeal any provision of these Bylaws and to
make new Bylaws.
