<PAGE> 1
As filed with the Securities and Exchange Commission on September 27, 1996
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
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ALLIED CAPITAL SBLC CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
MARYLAND 52-1994585
(STATE OR OTHER JURISDICTION OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
</TABLE>
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C/O ALLIED CAPITAL ADVISERS, INC.
1666 K STREET, N.W.
WASHINGTON, D.C. 20006-2803
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
------------------- ------------------------------
NONE NONE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(TITLE OF CLASS)
====================================
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Allied Capital SBLC Corporation (the "Corporation") was incorporated under the
laws of the State of Maryland on March 29, 1996. As a non-diversified
closed-end management investment company, it intends to elect to be regulated
as a business development company pursuant to Section 54(a) of the Investment
Company Act of 1940, as amended, before commencing operations. The Corporation
intends to engage in the business of making loans guaranteed by the U.S. Small
Business Administration("SBA") pursuant to Section 7(a) of the Small Business
Act as an SBA-licensed small business lending company. The Corporation will
succeed to certain portions of the current consolidated business operations of
Allied Capital Lending Corporation, a Maryland corporation ("Allied Lending"),
which is expected to be the Corporation's sole stockholder following a
reorganization of Allied Lending pursuant to an exemptive order of the U.S.
Securities and Exchange Commission (the "Commission") (File No. 812-10072).
See "Business of the Company" in Pre-Effective Amendment No. 2 to Allied
Lending's registration statement on Form N-2 under the Securities Act of 1933,
as filed with the Commission on April 29, 1996 (File No. 333-2185).
The total number of shares of stock of all classes which the Corporation has
authority to issue is ten million (10,000,000) shares of capital stock, with a
par value of One-Tenth of One Mil ($0.0001) per share, amounting in aggregate
par value to One Thousand Dollars ($1,000). All of such shares are initially
classified as "Common Stock." The Corporation does not intend to list the Common
Stock on any exchange or otherwise seek a public market for the trading of
these shares.
The Board of Directors may classify and reclassify any unissued shares of
capital stock by setting or changing in any one or more respects the
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualification, terms or conditions of redemption
or other rights of such shares of stock.
The following is a description of the preferences, conversion or other rights,
voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption of the Common Stock of the Corporation:
(1) Each share of Common Stock shall have one vote, and, except as
otherwise provided in respect of any class of stock hereafter
classified or reclassified, the exclusive voting power for all
purposes shall be vested in the holders of the Common Stock;
(2) Subject to the provisions of law and any preferences of any class
of stock hereafter classified or reclassified, dividends,
including dividends payable in shares of another class of the
Corporation's stock, may be paid on the Common Stock of the
Corporation at such time and in such amounts as the Board of
Directors may deem advisable; and
(3) In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the holders of the
Common Stock shall be entitled, after payment or provision for
payment of the debts and other liabilities of the Corporation and
the amount to which the holders of any class of stock hereafter
classified or reclassified having a preference on distributions
in the liquidation, dissolution or winding up of the Corporation
shall be entitled, together with the holders of any other class
of stock hereafter classified or reclassified not having a
preference on distributions in the liquidation, dissolution or
winding up of the Corporation, to share ratably in the remaining
net assets of the Corporation.
Subject to the foregoing, the power of the Board of Directors to classify and
reclassify any of the shares of capital stock shall include, without
limitation, subject to the provisions of the Registrant's Articles of
Incorporation, as they may subsequently be amended, authority to classify or
reclassify any unissued
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shares of such stock into a class or classes of preferred stock, preference
stock, special stock or other stock, and to divide and classify shares of any
class into one or more series of such class, by determining, fixing, or
altering one or more of the following:
(1) The distinctive designation of such class or series and the
number of shares to constitute such class or series; provided
that, unless otherwise prohibited by the terms of such or any
other class or series, the number of shares of any class or
series may be decreased by the Board of Directors in connection
with any classification or reclassification of unissued shares
and the number of shares of such class or series may be increased
by the Board of Directors in connection with any such
classification or reclassification, and any shares of any class
or series which have been redeemed, purchased, otherwise acquired
or converted into shares of Common Stock or any other class or
series shall become part of the authorized capital stock and be
subject to classification and reclassification as provided in
this sub-paragraph;
(2) Whether or not and, if so, the rates, amount and times at which,
and the conditions under which, dividends shall be payable on
shares of such class or series, whether any such dividends shall
rank senior or junior to or on a parity with the dividends
payable on any other class or series of stock, and the status of
any such dividends as cumulative, cumulative to a limited extent,
or non-cumulative and as participating or non-participating;
(3) Whether or not shares of such class or series shall have voting
rights, in addition to any voting rights provided by law and, if
so, the terms of such voting rights;
(4) Whether or not shares of such class or series shall have
conversion or exchange privileges and, if so, the terms and
conditions thereof, including provision for adjustment of the
conversion or exchange rate in such events or at such times as
the Board of Directors shall determine;
(5) Whether or not shares of such class or series shall be subject to
redemption and, if so, the terms and conditions of such
redemption, including the date or dates upon or after which they
shall be redeemable and the amount per share payable in case of
redemption, which amount may vary under different conditions and
at different redemption dates; and whether or not there shall be
any sinking fund or purchase account in respect thereof, and if
so, the terms thereof;
(6) The rights of the holders of shares of such class or series upon
the liquidation, dissolution or winding up of the affairs of, or
upon any distribution of assets of, the Corporation, which rights
may vary depending upon whether such liquidation, dissolution or
winding up is voluntary or involuntary and, if voluntary, may
vary at different dates, and whether such rights shall rank
senior or junior to or on a parity with such rights of any other
class or series of stock;
(7) Whether or not there shall be any limitations applicable, while
shares of such class or series are outstanding, upon the payment
of dividends or making of distributions on, or the acquisition
of, or the use of moneys for purchase or redemption of, any stock
of the Corporation, or upon any other action of the Corporation,
including action under this sub-paragraph, and, if so, the terms
and conditions thereof; and
(8) Any other preferences, rights, restrictions, including
restrictions on transferability, and qualifications of shares of
such class or series, not inconsistent with law and the Articles
of Incorporation, as they may subsequently be amended.
For the purposes hereof and of any Articles Supplementary to the Registrant's
Articles of Incorporation providing for the classification or reclassification
of any shares of capital stock or of any other charter document of the
Corporation (unless otherwise provided in any such articles or documents), any
class or
<PAGE> 4
series of stock of the Corporation shall be deemed to rank:
(1) prior to another class or series either as to dividends or upon
liquidation, if the holders of such class or series shall be
entitled to the receipt of dividends or of amounts distributable
on liquidation, dissolution or winding up, as the case may be, in
preference or priority to holders of such other class or series;
(2) on a parity with another class or series either as to dividends
or upon liquidation, whether or not the dividend rates, dividend
payment dates or redemption or liquidation price per share
thereof be different from those of such others, if the holders of
such class or series of stock shall be entitled to receipt of
dividends or amounts distributable upon liquidation, dissolution
or winding up, as the case may be, in proportion to their
respective dividend rates or redemption or liquidation prices,
without preference or priority over the holders of such other
class or series; and
(3) junior to another class or series either as to dividends or upon
liquidation, if the rights of the holders of such class or series
shall be subject or subordinate to the rights of the holders of
such other class or series in respect of the receipt of dividends
or the amounts distributable upon liquidation, dissolution or
winding up, as the case may be.
ITEM 2. EXHIBITS
1. Articles of Incorporation of the Registrant, as amended and restated on
September 18, 1996.
2. By-Laws of the Registrant, dated September 17, 1996.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
ALLIED CAPITAL SBLC CORPORATION
/s/ Katherine C. Marien September 26, 1996
- -------------------------------------------- --------------------------
Katherine C. Marien, President Date
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EXHIBIT 3.(i)
ARTICLES OF AMENDMENT AND RESTATEMENT
TO THE
ARTICLES OF INCORPORATION
OF
ALLIED CAPITAL SBLC CORPORATION
Pursuant to the provisions of the Annotated Code of Maryland,
Corporations and Associations (the "Act"), the undersigned corporation adopts
the following Articles of Amendment and Restatement to its Articles of
Incorporation:
1. The name of the Corporation is Allied Capital SBLC
Corporation, a Maryland corporation.
2. The following amendment and restatement to the Articles of
Incorporation was approved by the unanimous written consent of
the entire Board of Directors of Allied Capital SBLC
Corporation on September 13, 1996, and no stock entitled to be
voted on the matter was outstanding or subscribed for at the
time of approval.
3. The Articles of Incorporation are hereby amended and restated
as set forth in Exhibit A hereto.
Date: September 13, 1996
[CORPORATE SEAL] ALLIED CAPITAL SBLC CORPORATION
Attest: /s/ Tricia B. Daniels By: /s/ Katherine C. Marien
----------------------------- ----------------------------------
Tricia Benz Daniels Katherine C. Marien
Secretary President & Chief Operating Officer
THE UNDESIGNED, G. Cabell Williams, III of Allied Capital SBLC
Corporation, a Maryland corporation, who executed on behalf of said corporation
the foregoing Amendment to the Articles of Incorporation of which this
certificate is made part, hereby acknowledges, in the name and on behalf of
said corporation, the foregoing Amendment to the Articles of Incorporation to
be the corporate act of said corporation and further certifies that, to the
best of his knowledge, information and belief, the matters and facts set forth
therein with respect to the approval thereof are true in all material respects,
under the penalties of perjury.
/s/ G. Cabell Williams, III
----------------------------
G. Cabell Williams, III, Executive Vice President
<PAGE> 2
EXHIBIT A
ARTICLES OF AMENDMENT AND RESTATEMENT
TO THE
ARTICLES OF INCORPORATION
OF
ALLIED CAPITAL SBLC CORPORATION
(a Maryland corporation)
I. NAME: The name of the corporation (hereinafter referred to as the
"Corporation") is: Allied Capital SBLC Corporation.
II. PURPOSES: The purposes for which the Corporation is organized are as
follows:
A. To operate under the Small Business Investment Act of 1958, as
amended, in the manner and with the powers and
responsibilities, and subject to the limitations provided by,
said Act and the regulations issued by the Small Business
Administration thereunder;
B. To purchase, acquire, hold, own, improve, develop, sell,
convey, assign, release, mortgage, encumber, use, lease, hire,
manage, deal in and otherwise dispose of real property and
personal property of every name and nature or any interest
therein, improved or otherwise, including stocks and
securities of other corporations; to loan money; to take
securities for the payment of all sums due the Corporation; to
sell, assign and release such securities;
C. To engage in, operate and acquire interests in any kind of
business, of whatever nature, which may be permitted by law;
D. To do any act or thing and exercise any power suitable,
convenient or proper for the accomplishment of any of the
purposes set forth herein or incidental to such purposes, or
which at any time may appear conducive to or expedient for the
accomplishment of any of such purposes; and
E. To have and exercise any and all powers and privileges now or
hereafter conferred by the general laws of the State of
Maryland upon corporations formed under such laws.
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The foregoing enumeration of the purposes of the Corporation is made
in furtherance and not in limitation of the powers conferred upon the
Corporation by law. The mention of any particular purpose is not intended in
any manner to limit or restrict the generality of any other purpose mentioned,
or to limit or restrict any of the powers of the Corporation. The Corporation
shall have, enjoy and exercise all of the powers and rights now or hereafter
conferred by the laws of the State of Maryland upon corporations of a similar
character, it being the intention that the purposes set forth in each of the
paragraphs of this Article shall, except as otherwise expressly provided, in
nowise be limited or restricted by reference to or inference from the terms of
any other clause or paragraph of this or any other Article of these Articles of
Incorporation, or of any amendment thereto, and shall each be regarded as
independent, and construed as powers as well as purposes; provided, however,
that nothing herein contained shall be deemed to authorize or permit the
Corporation to carry on any business or exercise any power, or do any act which
a corporation formed under the general laws of the State of Maryland may not at
the time lawfully carry on or do.
III. PRINCIPAL OFFICE; RESIDENT AGENT: The principal office of the
Corporation in the State of Maryland shall be identical to that of the resident
agent. The name and address of the resident agent of the Corporation in the
State of Maryland are: The Prentice-Hall Corporation System, 11 East Chase
Street, Baltimore, Maryland 21202.
IV. CAPITALIZATION:
A. The total number of shares of stock of all classes which the
Corporation has authority to issue is ten million (10,000,000)
shares of capital stock, with a par value of One-Tenth of One
Mil ($0.0001) per share, amounting in aggregate par value to
One Thousand Dollars ($1,000). All of such shares are
initially classified as "Common Stock." The Board of
Directors may classify and reclassify any unissued shares of
capital stock by setting or changing in any one or more
respects the preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends,
qualification, terms or conditions of redemption or other
rights of such shares of stock.
B. The following is a description of the preferences, conversion
or other rights, voting powers, restrictions, limitations as
to dividends, qualifications, and terms and conditions of
redemption of the Common Stock of the Corporation:
(1) Each share of Common Stock shall have one vote, and,
except as otherwise provided in respect of any class
of stock hereafter classified or reclassified, the
exclusive voting power for all purposes shall be
vested in the holders of the Common Stock;
(2) Subject to the provisions of law and any preferences
of any class of stock
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hereafter classified or reclassified, dividends,
including dividends payable in shares of another
class of the Corporation's stock, may be paid on the
Common Stock of the Corporation at such time and in
such amounts as the Board of Directors may deem
advisable; and
(3) In the event of any liquidation, dissolution or
winding up of the Corporation, whether voluntary or
involuntary, the holders of the Common Stock shall be
entitled, after payment or provision for payment of
the debts and other liabilities of the Corporation
and the amount to which the holders of any class of
stock hereafter classified or reclassified having a
preference on distributions in the liquidation,
dissolution or winding up of the Corporation shall be
entitled, together with the holders of any other
class of stock hereafter classified or reclassified
not having a preference on distributions in the
liquidation, dissolution or winding up of the
Corporation, to share ratably in the remaining net
assets of the Corporation.
C. Subject to the foregoing, the power of the Board of Directors
to classify and reclassify any of the shares of capital stock
shall include, without limitation, subject to the provisions
of these Articles of Incorporation, as they may subsequently
be amended, authority to classify or reclassify any unissued
shares of such stock into a class or classes of preferred
stock, preference stock, special stock or other stock, and to
divide and classify shares of any class into one or more
series of such class, by determining, fixing, or altering one
or more of the following:
(1) The distinctive designation of such class or series
and the number of shares to constitute such class or
series; provided that, unless otherwise prohibited by
the terms of such or any other class or series, the
number of shares of any class or series may be
decreased by the Board of Directors in connection
with any classification or reclassification of
unissued shares and the number of shares of such
class or series may be increased by the Board of
Directors in connection with any such classification
or reclassification, and any shares of any class or
series which have been redeemed, purchased, otherwise
acquired or converted into shares of Common Stock or
any other class or series shall become part of the
authorized capital stock and be subject to
classification and reclassification as provided in
this sub-paragraph;
(2) Whether or not and, if so, the rates, amount and
times at which, and the conditions under which,
dividends shall be payable on shares of such class or
series, whether any such dividends shall rank senior
or junior to or on a parity with the dividends
payable on any other class or series of stock, and
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the status of any such dividends as cumulative,
cumulative to a limited extent, or non-cumulative and
as participating or non-participating;
(3) Whether or not shares of such class or series shall
have voting rights, in addition to any voting rights
provided by law and, if so, the terms of such voting
rights;
(4) Whether or not shares of such class or series shall
have conversion or exchange privileges and, if so,
the terms and conditions thereof, including provision
for adjustment of the conversion or exchange rate in
such events or at such times as the Board of
Directors shall determine;
(5) Whether or not shares of such class or series shall
be subject to redemption and, if so, the terms and
conditions of such redemption, including the date or
dates upon or after which they shall be redeemable
and the amount per share payable in case of
redemption, which amount may vary under different
conditions and at different redemption dates; and
whether or not there shall be any sinking fund or
purchase account in respect thereof, and if so, the
terms thereof;
(6) The rights of the holders of shares of such class or
series upon the liquidation, dissolution or winding
up of the affairs of, or upon any distribution of
assets of, the Corporation, which rights may vary
depending upon whether such liquidation, dissolution
or winding up is voluntary or involuntary and, if
voluntary, may vary at different dates, and whether
such rights shall rank senior or junior to or on a
parity with such rights of any other class or series
of stock;
(7) Whether or not there shall be any limitations
applicable, while shares of such class or series are
outstanding, upon the payment of dividends or making
of distributions on, or the acquisition of, or the
use of moneys for purchase or redemption of, any
stock of the Corporation, or upon any other action of
the Corporation, including action under this
sub-paragraph, and, if so, the terms and conditions
thereof; and
(8) Any other preferences, rights, restrictions,
including restrictions on transferability, and
qualifications of shares of such class or series, not
inconsistent with law and the Articles of
Incorporation, as they may subsequently be amended.
D. For the purposes hereof and of any Articles Supplementary to
these Articles of Incorporation providing for the
classification or reclassification of any shares of capital
stock or of any other charter document of the Corporation
(unless
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otherwise provided in any such articles or documents), any
class or series of stock of the Corporation shall be deemed to
rank:
(1) prior to another class or series either as to
dividends or upon liquidation, if the holders of such
class or series shall be entitled to the receipt of
dividends or of amounts distributable on liquidation,
dissolution or winding up, as the case may be, in
preference or priority to holders of such other class
or series;
(2) on a parity with another class or series either as to
dividends or upon liquidation, whether or not the
dividend rates, dividend payment dates or redemption
or liquidation price per share thereof be different
from those of such others, if the holders of such
class or series of stock shall be entitled to receipt
of dividends or amounts distributable upon
liquidation, dissolution or winding up, as the case
may be, in proportion to their respective dividend
rates or redemption or liquidation prices, without
preference or priority over the holders of such other
class or series; and
(3) junior to another class or series either as to
dividends or upon liquidation, if the rights of the
holders of such class or series shall be subject or
subordinate to the rights of the holders of such
other class or series in respect of the receipt of
dividends or the amounts distributable upon
liquidation, dissolution or winding up, as the case
may be.
V. DIRECTORS: The number of directors of the Corporation shall be nine
(9) in accordance with the provisions of the General Corporation Law of the
State of Maryland, which number may be changed pursuant to the provisions set
forth in the Bylaws of the Corporation, but shall never be less than the number
permitted by law. The names of those directors who shall act until the next
annual meeting of stockholders of the Corporation or until their successors are
duly chosen and qualify are: David Gladstone, George C. Williams, Katherine C.
Marien, Jon W. Barker, Eleanor Deane Bierbower, Robert V. Fleming II, Anthony
T. Garcia, Robin B. Martin, and Arthur H. Keeney.
VI. SPECIAL POWERS AND LIMITATIONS: The following provisions are hereby
adopted for the purpose of defining, limiting and regulating the powers of the
Corporation and of the Board of Directors and stockholders:
A. The Board of Directors of the Corporation is hereby empowered
to authorize and direct the issuance from time to time or at
any time or times of the shares of stock of the Corporation of
any class, now or hereafter authorized, any options or
warrants for such shares permitted by law, any rights to
subscribe to or purchase such shares and any other securities
of the Corporation, for such consideration as the Board of
Directors may deem advisable, subject to such limitations and
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<PAGE> 7
restrictions, if any, as may be set forth in the Bylaws of the
Corporation.
B. Unless specifically provided elsewhere herein or in any
Articles Supplementary, no holder of shares of stock of the
Corporation of any class, now or hereafter authorized, shall
have any preferential or preemptive right to subscribe for,
purchase or receive (i) any shares of stock of the Corporation
of any class, now or hereafter authorized, (ii) any options or
warrants for such shares permitted by law, (iii) any rights to
subscribe to or purchase such shares, or (iv) any other
securities of the Corporation which may at any time or from
time to time be issued, sold or offered for sale by the
Corporation.
C. The Board of Directors of the Corporation is hereby empowered
to adopt Bylaw provisions with respect to the indemnification
of officers, employees, agents and other persons and to make
such other indemnification as they shall deem expedient and in
the best interests of the Corporation, as such provisions are
consistent with Section C of Article VII and to the extent
permitted by law.
D. The provisions relating to certain special voting requirements
set forth in Title 3, Subtitle 6 of the General Corporation
Law of the State of Maryland and the provisions relating to
certain control shares set forth in Title 3, Subtitle 7 of the
General Corporation Law of the State of Maryland shall not be
applicable, pursuant to Sections 3-603(e)(iii) and 3-702(b)
thereof, respectively, to the shares of the Corporation which
are owned by, or which shall in the future be issued to and
owned by, any employee stock ownership plan, incentive stock
ownership plan or other similar plan established now or in the
future for the benefit of the Corporation's directors,
officers, employees or affiliates, and, without limiting the
foregoing, none of such shares owned by any such plan shall,
for purposes of such subtitles, be aggregated with any shares
owned individually by any beneficiaries of any such plan.
E. The Board of Directors of the Corporation is hereby authorized
to make, amend, alter, repeal or rescind the Bylaws of the
Corporation.
F. The Corporation reserves the right to amend these Articles of
Incorporation in any way which alters the contract rights, as
expressly set forth in these Articles of Incorporation, of any
outstanding stock of the Corporation and substantially
adversely affects any of the rights of any of the holders of
any outstanding stock of the Corporation.
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<PAGE> 8
VII. INDEMNIFICATION:
A. Subject to Section C below, the Corporation shall indemnify
(i) its directors and officers, whether serving the
Corporation or at its request any other entity, to the full
extent permitted by the General Laws of the State of Maryland
now or hereafter in force, including the advance of expenses
under the procedures and to the full extent permitted by law
and (ii) other employees and agents to such extent as shall be
authorized by the Board of Directors or the Corporation's
Bylaws and be permitted by law. The foregoing rights of
indemnification shall not be exclusive of any other rights to
which those seeking indemnification may be entitled. The
Board of Directors may take such action as is necessary to
carry out these indemnification provisions and is expressly
empowered to adopt, approve and amend from time to time such
Bylaws, resolutions or contracts implementing such provisions
or such further indemnification arrangements as are consistent
with Section C below and as may be permitted by law. No
amendment to or repeal of this Article VII shall limit or
eliminate the right to indemnification provided hereunder with
respect to acts or omissions occurring prior to such amendment
or repeal.
B. Subject to Section C below, to the fullest extent permitted by
Maryland statutory or decisional law, as amended or
interpreted, no director or officer of this Corporation shall
be personally liable to the Corporation or its stockholders
for money damages. No amendment to or repeal of this Article
VII shall limit or eliminate the benefits provided to
directors and officers under this provision with respect to
any act or omission which occurred prior to such amendment or
repeal.
C. Notwithstanding the foregoing Sections A and B of this Article
VII, the following limitations shall apply:
(a) In this Section the following words have the meaning indicated.
(a)(1) "Director" means any person who is or was a director of the
Corporation and any person who, while a director of the Corporation, is or was
serving at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another corporation, partnership, joint venture,
other enterprise or employee benefit plan.
(a)(2) "Corporation" includes any predecessor entity of the
Corporation in a merger, consolidation or other transaction in which the
predecessor's existence ceased upon the consummation of the transaction.
(a)(3) "Expenses" include attorneys' fees.
(a)(4) "Official capacity" means the following:
(i) When used with respect to a director, the office of
director in the Corporation; and
(ii) When used with respect to a person other than a director
as contemplated in subsection (j), the elective or appointive office in the
Corporation held by the officer, or the
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<PAGE> 9
employment or agency relationship undertaken by the employee or agent in behalf
of the Corporation.
(iii) "Official capacity" does not include service, for any
other corporation or any partnership, joint venture, trust, other enterprise or
employee benefit plan.
(a)(5) "Party" includes a person who was, is, or is threatened to be
made a named defendant or respondent in a proceeding.
(a)(6) "Proceeding" means any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative.
(b) Subject to the limitations set forth in subsection (c) of this
section, (1) the Corporation shall indemnify any director made a party to any
proceeding by reason of service in that capacity unless it is established that:
(i) The act or omission of the director was material to the
matter giving rise to the proceeding; and
1. Was committed in bad faith; or
2. Was the result of active and deliberate
dishonesty; or
(ii) The director actually received an improper personal
benefit in money, property or services; or
(iii) In the case of any criminal proceeding, the director
had reasonable cause to believe that the act or omission was unlawful.
(b)(2)(i) Indemnification shall be against judgments, penalties,
fines, settlements and reasonable expenses actually incurred by the director in
connection with the proceeding.
(ii) However, if the proceeding was one by or in the right of
the Corporation, indemnification may not be made in respect of any proceeding
in which the director shall have been adjudged to be liable to the Corporation.
(b)(3)(i) The termination of any proceeding by judgment, order or
settlement does not create a presumption that the director did not meet the
requisite standard of conduct set forth in this subsection.
(ii) The termination of any proceeding by conviction, or a
plea of nolo contendere or its equivalent, or an entry of an order of probation
prior to judgment, creates a rebuttable presumption that the director did not
meet that standard of conduct.
(c) A director may not be indemnified under subsection (b) of this
section in respect of any proceeding charging improper personal benefit to the
director, whether or not involving action in the director's official capacity,
in which the director was adjudged to be liable on the basis of an act or
omission (i) which such director did not reasonably believe to be in, or not
opposed to, the best interests of the Corporation, or that (ii) for which a
personal benefit was improperly received.
(d)(1) A director who has been successful, on the merits, in the
defense of any proceeding referred to in subsection (b) of this section (but
subject to the limitations of subsection (c) of this section) shall be
indemnified against reasonable expenses incurred by the director in connection
with the proceeding.
8
<PAGE> 10
(d)(2) A court of appropriate jurisdiction, upon application of a
director and such notice as the court shall require, may order indemnification
in the following circumstances:
(i) If it determines a director is entitled to reimbursement
under paragraph (1) of this subsection, the court shall order indemnification,
in which case the director shall be entitled to recover the expenses of
securing such reimbursement; or
(ii) If it determines that the director is vindicated or
otherwise fairly and reasonably entitled to indemnification in view of all the
relevant circumstances, whether or not the director has met the standards of
conduct set forth in subsection (b) of this section or has been adjudged liable
under the circumstance described in subsection (c) of this section, the court
may order such indemnification as the court shall deem proper. However,
indemnification with respect to any proceeding by or in the right of the
Corporation or in which liability shall have been adjudged in the circumstances
described in subsection (c) shall be limited to expenses.
(d)(3) A court of appropriate jurisdiction may be the same court in
which the proceeding involving the director's liability took place.
(e)(1) Indemnification under subsection (b) of this section may not
be made by the Corporation unless authorized for a specific proceeding after a
determination has been made that indemnification of the director is permissible
in the circumstances because the director has met the standard of conduct set
forth in subsections (b) and (c) of this section.
(e)(2) Such determination shall be made:
(i) By the Board of Directors by a majority vote of a quorum
consisting of directors not parties to the proceeding, or, if such a quorum
cannot be obtained, then by a majority vote of a committee of the board
consisting solely of two or more directors not parties to such proceeding and
who were duly designated to act in the matter by a majority vote of the full
board in which the designated directors who are parties may participate; or
(ii) By special legal counsel selected by the Board of
Directors or a committee of the board by vote as set forth in subparagraph (i)
of this paragraph, or, if the requisite quorum of the full board cannot be
obtained therefor and the committee cannot be established, by a majority vote
of the full board in which directors who are parties may participate; or
(iii) By the stockholders.
(e)(3) Authorization of indemnification and determination as to
reasonableness of expenses shall be made in the same manner as the
determination that indemnification is permissible. However, if the
determination that indemnification is permissible is made by special legal
counsel, authorization of indemnification and determination as to
reasonableness of expenses shall be made in the manner specified in
subparagraph (ii) of paragraph (2) of this subsection for selection of such
counsel.
(e)(4) Shares held by directors who are parties to the proceeding may
not be voted on the subject matter under this subsection.
(f)(1) Reasonable expenses incurred by a director who is a party to a
proceeding may be paid or reimbursed by the Corporation in advance of the final
disposition of the proceeding upon receipt by the Corporation of:
(i) A written affirmation by the director of the director's
good faith belief that the
9
<PAGE> 11
standard of conduct necessary for indemnification by the Corporation as
authorized in this section has been met; and
(ii) A written undertaking by or on behalf of the director to
repay the amount if it shall ultimately be determined that the standard of
conduct has not been met.
(f)(2) The undertaking required by subparagraph (ii) of paragraph (1)
of this subsection shall be an unlimited general obligation of the director but
need not be secured and may be accepted without reference to financial ability
to make the repayment.
(f)(3) Payments under this subsection shall be made as provided by
the Bylaws or contract or as specified in subsection (e) of this section.
(g) Subject to the standard of conduct set forth in subsections (b)
and (c) of this section, the indemnification and advancement of expenses
provided or authorized by this section may not be deemed exclusive of any other
rights, by indemnification or otherwise, to which a director may be entitled
under the Bylaws, a resolution of stockholders or directors, an agreement or
otherwise, both as to action in an official capacity and as to action in
another capacity while holding such office.
(h) This section does not limit the Corporation's power to pay or
reimburse expenses incurred by a director in connection with an appearance as a
witness in a proceeding at a time when the director has not been made a named
defendant or respondent in the proceeding.
(i) For purposes of this section;
(ii) The Corporation shall be deemed to have requested a
director to serve an employee benefit plan where the performance of the
director's duties to the Corporation also imposes duties on, or otherwise
involves services by, the director to the plan or participants or beneficiaries
of the plan:
(h)(2) Excise taxes assessed on a director with respect to an
employee benefit plan pursuant to applicable law shall be deemed fines; and
(h)(3) Action taken or omitted by the director with respect to an
employee benefit plan in the performance of the director's duties for a purpose
reasonably believed by the director to be in the best interest of the
participants and beneficiaries of the plan shall be deemed to be for a purpose
which is not opposed to the best interests of the Corporation.
(j)(1) An officer of the Corporation shall be indemnified as and to
the extent provided in subsection (d) of this section for a director and shall
be entitled, to the same extent as a director, to seek indemnification pursuant
to the provisions of subsection (d);
(j)(2) The Corporation shall indemnify and advance expenses to an
officer, employee or agent of the Corporation to the same extent that it
indemnifies directors under this section; and
(j)(3) The Corporation, in addition, shall indemnify and advance
expenses to an officer, employee or agent who is not a director to such further
extent, consistent with law, as may be provided by its Bylaws, general or
specific action of its Board of Directors or contract.
(k)(1) The Corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
Corporation, or who, while director,
10
<PAGE> 12
officer, employee or agent of the Corporation, is or was serving at the request
of the Corporation as a director, officer, partner, trustee, employee or agent
of another corporation, partnership, joint venture, trust, other enterprise or
employee benefit plan against any liability asserted against and incurred by
such person in any such capacity or arising out of such person's position,
whether or not the corporation would have the power to indemnify against
liability under the provisions of this section.
(k)(2) The Corporation may provide similar protection, including a
trust fund, letter of credit, or surety bond, not inconsistent with this
section.
(k)(3) The insurance or similar protection may be provided by a
subsidiary or an affiliate of the Corporation.
(l) Any indemnification of, or advance of expenses to, a director in
accordance with this section, if arising out of a proceeding by or in the right
of the Corporation, shall be reported in writing to the stockholders with the
notice of the next stockholders' meeting or prior to the meeting.
VIII. DURATION: The duration of the Corporation shall be perpetual.
IN WITNESS WHEREOF, we have signed these Articles of Amendment and
Restatement to the Articles of Incorporation of Allied Capital SBLC Corporation
on the 13th day of September, 1996, and I acknowledge the same to be my act and
deed and that, to the best of my knowledge, information and belief, all matters
and facts stated herein are true in all material respects and that such
statement is made under the penalties of perjury. We further state that these
Articles of Amendment and Restatement were adopted and approved by the
Corporation's Board of Directors pursuant to a written consent in lieu of a
special meeting of such Board of Directors dated September 13, 1996.
[CORPORATE SEAL] ALLIED CAPITAL SBLC CORPORATION
Attest: /s/ Tricia B. Daniels By: /s/ Katherine C. Marien
------------------------------- -------------------------------
Tricia Benz Daniels Katherine C. Marien
Secretary President & Chief Operating Officer
11
<PAGE> 1
EXHIBIT 3.(ii)
------------------------
ALLIED LENDING SBLC CORPORATION
-------------------------------
(a Maryland corporation)
------------------------
BYLAWS
------------------------
As adopted by the Board of Directors on September 17, 1996
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE I - OFFICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1. Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
------
Section 2. Additional Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
------------------
ARTICLE II - MEETINGS OF STOCKHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1. Time and Place . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
--------------
Section 2. Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
--------------
Section 3. Notice of Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . 1
------------------------
Section 4. Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
----------------
Section 5. Notice of Special Meeting . . . . . . . . . . . . . . . . . . . . . . . . 2
-------------------------
Section 7. Quorum; Adjournments . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
--------------------
Section 8. Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
------
Section 9. Action By Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
-----------------
ARTICLE III - DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1. General Powers; Number; Tenure . . . . . . . . . . . . . . . . . . . . . . 4
------------------------------
Section 2. Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
---------
Section 3. Removal; Resignation . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
--------------------
Section 4. Place of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
-----------------
Section 5. Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
--------------
Section 6. Regular Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
----------------
Section 7. Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
----------------
Section 8. Quorum; Adjournments . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
--------------------
Section 9. Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
------------
Section 10. Action by Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
-----------------
Section 11. Meetings by Telephone or Similar Communications . . . . . . . . . . . . . 6
-----------------------------------------------
ARTICLE IV - COMMITTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1. Executive Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
-------------------
Section 2. Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
------
Section 3. Procedure; Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
-------------------
Section 4. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
------
Section 5. Other Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
----------------
Section 6. Vacancies; Changes; Discharges . . . . . . . . . . . . . . . . . . . . . . 7
------------------------------
Section 7. Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
------------
Section 8. Action by Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
-----------------
Section 9. Meetings by Telephone or Similar Communications . . . . . . . . . . . . . 8
-----------------------------------------------
Section 10. Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
---------------
ARTICLE V - NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 1. Form; Delivery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
--------------
Section 2. Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
------
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
ARTICLE VI - OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 1. Designations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
------------
Section 2. Term of Office; Removal . . . . . . . . . . . . . . . . . . . . . . . . . 9
-----------------------
Section 3. Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
------------
Section 4. The Chairman of the Board . . . . . . . . . . . . . . . . . . . . . . . . 9
-------------------------
Section 5. The President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
-------------
Section 6. The Vice Presidents . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
-------------------
Section 7. The Secretary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
-------------
Section 8. The Assistant Secretary . . . . . . . . . . . . . . . . . . . . . . . . . 11
-----------------------
Section 9. The Treasurer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
-------------
Section 10. The Assistant Treasurer . . . . . . . . . . . . . . . . . . . . . . . . . 11
-----------------------
ARTICLE VII - INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS . . . . . . . . . . 11
Section 1. Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
---------
Section 2. Limitation for Disabling Conduct . . . . . . . . . . . . . . . . . . . . . 12
--------------------------------
ARTICLE VIII - STOCK CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 1. Form; Signatures; Statements . . . . . . . . . . . . . . . . . . . . . . . 14
----------------------------
Section 2. Registration of Transfer . . . . . . . . . . . . . . . . . . . . . . . . . 14
------------------------
Section 3. Registered Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . 14
-----------------------
Section 4. Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
-----------
Section 5. Lost, Stolen or Destroyed Certificates . . . . . . . . . . . . . . . . . . 15
--------------------------------------
ARTICLE IX - GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 1. Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
---------
Section 2. Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
--------
Section 3. Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
-----------
Section 4. Seal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
----
ARTICLE X - AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
CERTIFICATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
</TABLE>
<PAGE> 4
ALLIED LENDING SBLC CORPORATION
BYLAWS
------
ARTICLE I
OFFICES
Section 1. Office. The principal office of the Corporation in the State
of Maryland shall be identical to that of the resident agent of the
Corporation: c/o The Prentice-Hall Corporation System at 11 East Chase Street,
Baltimore, Maryland 21202; the Corporation shall also have an office at 1666 K
Street, N.W., Washington, D.C. 20006-2803.
Section 2. Additional Offices. The Corporation may also have offices at
such other places, both within and without the State of Maryland, as the
stockholders may from time to time determine or as the business of the
Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Time and Place. Meetings of stockholders for any purpose may
be held at such time and place, within or without the State of Maryland, as the
Board of Directors may fix from time to time and as shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual Meeting. Annual meetings of stockholders, commencing
with the year 1997, shall be held each year on the second Thursday of May, at
10:00 a.m., or at such other date and time within thirty-one (31) days of such
date, as shall be designated by the Board of Directors and stated in the notice
of the meeting. At such annual meeting, the stockholders shall elect a Board of
Directors and transact such other business as may properly be brought before
the meeting.
Section 3. Notice of Annual Meeting. Written notice of the annual
meeting, stating the place, date and time thereof, shall be given to each
stockholder entitled to vote at such meeting not less than 10 (unless a longer
period is required by law) nor more than 90 days prior to the meeting.
Section 4. Special Meetings. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation, may be called by the Chairman of the Board, if any,
or the President and shall be called by the Chairman of the Board, if any, the
President or the Secretary either (i) at the request in writing of a majority
of the Board of Directors, or, except as expressly set forth below, (ii) at
<PAGE> 5
the request in writing of stockholders entitled to not less than 30% of all the
votes entitled to be cast at such meeting. Such request by stockholders shall
state the purpose or purposes of such meeting and the matters to be acted on
thereat. If the request is made by the stockholders, the President or
Secretary shall inform such stockholders of the reasonably estimated cost of
preparing and mailing such notice of the meeting, and, upon payment to the
Corporation of such costs by such stockholders, the President or Secretary
shall give notice stating the purpose or purposes of the meeting, as required
by these Bylaws, to all stockholders entitled to vote at such meeting.
Notwithstanding the foregoing, no special meeting need be called upon request
of the holders of shares entitled to cast less than a majority of all votes
entitled to be cast at such meeting to consider any matter which is
substantially the same as a matter voted upon at any annual meeting or special
meeting of stockholders held during the preceding twelve (12) calendar months.
Section 5. Notice of Special Meeting. Written notice of a special
meeting, stating the place, date and time thereof and the purpose or purposes
for which the meeting is called, shall be given to each stockholder entitled to
vote at such meeting not less than 10 (unless a longer period is required by
law) nor more than 90 days prior to the meeting.
Section 6. Presiding Officer; Statement of Affairs; Order of Business.
a. Meetings of stockholders shall be presided over by the
Chairman of the Board, if any, or, if he is not present (or, if there is none),
by the President, or, if he is not present, by a Vice President, or, if he is
not present, by such person as may have been chosen by the Board of Directors,
or if none of such persons is present, by a chairman to be chosen by the
stockholders owning a majority of the shares of capital stock of the
Corporation issued and outstanding and entitled to vote at the meeting and who
are present in person or represented by proxy. The Secretary of the
Corporation, or, if he is not present, an Assistant Secretary, or, if he is not
present, such person as may be chosen by the Board of Directors, or if none of
such persons is present, then such person as may be chosen by the stockholders
owning a majority of the shares of capital stock of the Corporation issued and
outstanding and entitled to vote at the meeting and who are present in person
or represented by proxy shall act as secretary of the meeting.
b. The following order of business, unless otherwise ordered at
the meeting, shall be observed as far as practicable and consistent with the
purposes of the meeting:
i. Call of the meeting to order.
ii. Presentation of proof of mailing of the notice of the
meeting and, if the meeting is a special meeting, the
call thereof.
iii. Presentation of proxies.
iv. Announcement that a quorum is present.
2
<PAGE> 6
v. Reading and approval of the minutes of the previous
meeting.
vi. Reports, if any, of officers.
vii. Submission of statement of affairs by Treasurer, if
the meeting is an annual meeting.
viii. Election of directors, if the meeting is an annual
meeting or a meeting called for that purpose.
ix. Miscellaneous business.
x. Adjournment.
Section 7. Quorum; Adjournments. The presence in person or by proxy of
stockholders entitled to cast a majority of the votes thereat shall be
necessary to, and shall constitute a quorum for, the transaction of business at
all meetings of the stockholders, except as otherwise provided by statute or by
the Articles of Incorporation. If, however, a quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have the power
to adjourn the meeting from time to time, without notice of the adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken, until a quorum shall be present or represented. Even if
a quorum shall be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat, present in person or represented by
proxy, shall have the power to adjourn the meeting from time to time for good
cause, without notice of the adjourned meeting if the time and place thereof
are announced at the meeting at which the adjournment is taken, until a date
which is not more than 30 days after the date of the original meeting. At such
adjourned meeting, at which a quorum shall be present in person or represented
by proxy, any business may be transacted which might have been transacted at
the meeting as originally called. If the adjournment is for more than 30 days,
or, if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder
of record entitled to vote at the meeting.
Section 8. Voting.
a. At any meeting of stockholders, every stockholder having the
right to vote shall be entitled to vote in person or by proxy. Except as
otherwise provided by law or the Articles of Incorporation, each stockholder of
record shall be entitled to one vote for each share of capital stock registered
in his or its name on the books of the Corporation, on each matter submitted to
a vote at a meeting of stockholders, except that no stockholder shall be
entitled to vote in respect of any shares of capital stock if any installment
payable thereon is overdue and unpaid.
3
<PAGE> 7
b. Except as otherwise provided by law or the Articles of
Incorporation, a majority of the votes cast at a meeting of stockholders, duly
called and at which a quorum is present, shall be sufficient to take or
authorize action upon any matter which may properly come before such meeting.
Section 9. Action By Consent. Any action required or permitted to be
taken at any meeting of stockholders may be taken without a meeting, without
prior notice and without a vote, if a written consent, setting forth such
action, is signed by all the stockholders entitled to vote on the subject
matter thereof and any other stockholders entitled to notice of a meeting of
stockholders (but not to vote thereat) have waived in writing any rights which
they may have to dissent from such action, and such consent and waiver are
filed with the records of the Corporation. Such written consent shall be filed
with the minutes of meetings of stockholders.
ARTICLE III
DIRECTORS
Section 1. General Powers; Number; Tenure. The business and affairs
of the Corporation shall be managed by its Board of Directors, which may
exercise all powers of the Corporation and perform all lawful acts and things
which are not by law, the Articles of Incorporation or these Bylaws directed or
required to be exercised or performed by, or are conferred upon or reserved to,
the stockholders. The number of directors shall be that provided in the
Articles of Incorporation until increased or decreased pursuant to the
following provisions, but shall never be less than 3 unless otherwise permitted
by law. A majority of the entire Board of Directors may, at any time and from
time to time, increase or decrease the number of directors of the Corporation
as set forth in the Articles of Incorporation, subject to the foregoing
limitation. The tenure of office of a director shall not be affected by any
decrease in the number of directors so made by the Board. The directors shall
be elected at the annual meeting of the stockholders, except as provided in
Section 2 of this Article, and each director elected shall hold office until
the next succeeding annual meeting or until his successor is elected and shall
qualify. Directors need not be stockholders.
Section 2. Vacancies. Any vacancy occurring in the Board of
Directors for any cause other than by reason of an increase in the number of
directors may, unless otherwise provided in these Bylaws, be filled by a
majority of the remaining members of the Board of Directors, although such
majority is less than a quorum. Any vacancy occurring by reason of an increase
in the number of the directors may, unless otherwise provided in these Bylaws,
be filled by action of a majority of the directors constituting the entire
Board of Directors. A director elected by the Board of Directors to fill a
vacancy shall be elected to hold office until the next annual meeting of the
stockholders or until his successor is elected and shall qualify. If there are
no directors in office, any officer or stockholder may call a special meeting
of stockholders in accordance with the provisions of the Articles of
Incorporation or these Bylaws, at which meeting such vacancies shall be filled.
4
<PAGE> 8
Section 3. Removal; Resignation.
a. Except as otherwise provided by law or the
Articles of Incorporation, at any meeting of stockholders, duly called and at
which a quorum is present, the stockholders may, by the affirmative vote of the
holders of a majority of the votes entitled to be cast thereon, remove any
director or directors from office with or without cause and may elect a
successor or successors to fill any resulting vacancy or vacancies for the
unexpired terms of any removed director or directors.
b. Any director may resign at any time by giving
written notice to the Board of Directors, the Chairman of the Board, the
President or the Secretary of the Corporation. Unless otherwise specified in
such written notice, a resignation shall take effect upon delivery thereof to
the Board of Directors or the designated officer. It shall not be necessary
for a resignation to be accepted before it becomes effective.
Section 4. Place of Meetings. The Board of Directors may hold
meetings, annual, regular or special, either within or without the State of
Maryland.
Section 5. Annual Meeting. The annual meeting of each newly elected
Board of Directors shall be held immediately following the annual meeting of
stockholders, and no notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting, provided a quorum
shall be present.
Section 6. Regular Meetings. Additional regular meetings of the
Board of Directors may be held without notice, at such time and place as may
from time to time be determined by the Board of Directors.
Section 7. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board, if any, the President or
by 2 or more directors on at least 2 days notice to each director, if such
notice is delivered personally or sent by telegram or telecopy, or on at least
3 days notice, if sent by mail. Special meetings shall be called by the
Chairman of the Board, if any, the President or the Secretary in like manner
and on like notice on the written request of one-half or more of the number of
directors then in office. Except as otherwise provided by law, the Articles of
Incorporation or Article X of these Bylaws, any such notice need not state the
purpose or purposes of such meeting.
Section 8. Quorum; Adjournments. At all meetings of the Board of
Directors, a majority of the number of directors then in office shall
constitute a quorum for the transaction of business, and the act of a majority
of the directors present at any meeting at which there is a quorum shall be the
act of the Board of Directors, except as may be otherwise specifically provided
by law or the Articles of Incorporation. If a quorum is not present at any
meeting of the Board of Directors, the directors present may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
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Section 9. Compensation. Directors shall be entitled to such
compensation for their services as directors and to such reimbursement for any
reasonable expenses incurred in attending directors' meetings as may from time
to time be fixed by the Board of Directors. The compensation of directors (if
any) may be on such basis as is determined by the Board of Directors. Any
director may waive compensation for any meeting. Any director receiving
compensation under these provisions shall not be barred from serving the
Corporation in any other capacity and receiving compensation and reimbursement
for reasonable expenses for such other services.
Section 10. Action by Consent. Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a meeting
if a written consent to such action is signed by all members of the Board of
Directors and such written consent is filed with the minutes of the proceedings
of the Board (except for those instances where the Investment Company Act of
1940 requires actions be taken by the Corporation's Board of Directors in
person, including without limitation the selection of independent auditors and
the approval of an Investment Agreement.)
Section 11. Meetings by Telephone or Similar Communications. The
Board of Directors may participate in a meeting by means of a conference
telephone or similar communications equipment by means of which all directors
participating in the meeting can hear each other at the same time, and
participation by such means shall be conclusively deemed to constitute presence
in person at such meeting (except for those instances where the Investment
Company Act of 1940 requires actions be taken by the Corporation's Board of
Directors in person, including without limitation the selection of independent
auditors and the approval of an Investment Agreement.)
ARTICLE IV
COMMITTEES
Section 1. Executive Committee. The Board of Directors may appoint
an Executive Committee consisting of not less than 2 directors, one of whom
shall be designated as Chairman of the Executive Committee. The Chairman of
the Board and the President shall be elected members of the Executive
Committee. Each member of the Executive Committee shall continue as a member
thereof until the expiration of his term as a director, or his earlier
resignation as a member or as a director, unless sooner removed as a member or
as a director.
Section 2. Powers. The Executive Committee shall have and may
exercise those rights, powers and authority of the Board of Directors as may
from time to time be granted to it by the Board of Directors (except the power
to declare dividends or distributions on stock, to issue stock but only to the
extent permitted by law, to recommend to stockholders any action requiring
stockholders' approval, to amend these Bylaws or to approve any merger or share
exchange which does not require stockholders' approval) and may authorize the
seal of the Corporation to be affixed to all papers which may require the same.
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Section 3. Procedure; Meetings. The Executive Committee shall fix
its own rules of procedure and shall meet at such times and at such place or
places as may be provided by such rules or as the members of the Executive
Committee shall provide. The Executive Committee shall keep regular minutes of
its meetings and deliver such minutes to the Board of Directors. The Chairman
of the Executive Committee, or, in his absence, a member of the Executive
Committee chosen by a majority of the members present, shall preside at the
meetings of the Executive Committee, and another member thereof chosen by the
Executive Committee shall act as Secretary of the Executive Committee.
Section 4. Quorum. A majority of the Executive Committee shall
constitute a quorum for the transaction of business, and the affirmative vote
of a majority of the members thereof shall be required for any action of the
Executive Committee. In the absence of any member of the Executive Committee,
the members thereof present at any meeting, whether or not they constitute a
quorum, may appoint a member of the Board of Directors to act in the place of
such absent member.
Section 5. Other Committees. The Board of Directors, by resolutions
adopted by a majority of the whole Board, may appoint directors, as it shall
deem advisable and impose upon such committee or committees such functions and
duties, and grant such rights, powers and authority, as the Board of Directors
shall prescribe (except the power to declare dividends or distributions on
stock, to issue stock except to the extent permitted by law, to recommend to
stockholders any action requiring stockholders' approval, to amend these Bylaws
or to approve any merger or share exchange which does not require stockholders'
approval).
Section 6. Vacancies; Changes; Discharges. The Board of Directors
shall have the power at any time to fill vacancies in, to change the membership
of, and to discharge any committee.
Section 7. Compensation. Members of any committee shall be entitled
to such compensation for their services as members of any such committee and to
such reimbursement for any reasonable expenses incurred in attending committee
meetings as may from time to time be fixed by the Board of Directors. The
compensation (if any) of members of any committee may be on such basis as is
determined by the Board of Directors. Any member may waive compensation for
any meeting. Any committee member receiving compensation under these
provisions shall not be barred from serving the Corporation in any other
capacity and from receiving compensation and reimbursement of reasonable
expenses for such other services.
Section 8. Action by Consent. Any action required or permitted to be
taken at any meeting of any committee of the Board of Directors may be taken
without a meeting if a written consent to such action is signed by all members
of the committee and such written consent is filed with the minutes of its
proceedings.
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Section 9. Meetings by Telephone or Similar Communications. The
members of any committee which is designated by the Board of Directors may
participate in a meeting of such committee by means of a conference telephone
or similar communications equipment by means of which all members participating
in the meeting can hear each other at the same time, and participation by such
means shall be conclusively deemed to constitute presence in person at such
meeting.
Section 10. Audit Committee. The Board of Directors may appoint from
its membership an Audit Committee with an odd number of, but not less than
three, members, one of whom shall be designated chairman. The duties of the
said Audit Committee shall be as follows: (1) to issue instructions to and
receive reports from outside accounting firms and to serve as the liaison
between the Corporation and the said firms; (2) to review all potential
conflict-of-interest situations arising in respect of the Corporation's affairs
and involving the Corporation's affiliates or employees, and to make a report,
verbal or written, to the full Board of Directors with recommendations for
their resolutions. The Audit Committee shall act by majority vote of its
members. Meetings of this said Committee may be convened by any one of its
members or by the Chairman of the Board of Directors upon the same notice as
for meetings of the full Board.
ARTICLE V
NOTICES
Section 1. Form; Delivery. Whenever, under the provisions of law, the
Articles of Incorporation or these Bylaws, notice is required to be given to
any director or stockholder, it shall not be construed to mean exclusively
personal notice unless otherwise specifically provided, but such notice may be
given in writing, by mail, addressed to such director or stockholder, at his or
its post office address as it appears on the records of the Corporation, with
postage thereon prepaid. Any such notice shall be deemed to have been given at
the time it is deposited in the United States mail. Notice to a director may
also be given personally or by telegram or telecopy sent to his address as it
appears on the records of the Corporation.
Section 2. Waiver. Whenever any notice is required to be given under the
provisions of law, the Articles of Incorporation or these Bylaws, a written
waiver thereof, signed by the person or persons entitled to said notice and
filed with the records of the meeting, whether before or after the time stated
therein, shall be conclusively deemed to be equivalent to such notice. In
addition, any stockholder who attends a meeting of stockholders in person, or
is represented at such meeting by proxy, without protesting at the commencement
of the meeting the lack of notice thereof to him, or any director who attends a
meeting of the Board of Directors without protesting at the commencement of the
meeting such lack of notice, shall be conclusively deemed to have waived notice
of such meeting.
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ARTICLE VI
OFFICERS
Section 1. Designations. From and after the date of adoption of these
Bylaws, the officers of the Corporation shall be chosen by the Board of
Directors and shall be a President, a Secretary and a Treasurer. The Board of
Directors may also choose a Chairman of the Board, a Vice President or Vice
Presidents, one or more Assistant Secretaries and/or Assistant Treasurers and
such other officers and/or agents as they shall deem necessary or appropriate.
All officers of the Corporation shall exercise such powers and perform such
duties as shall from time to time be determined by the Board of Directors. Any
number of offices (except those of President and Vice President) may be held by
the same person, unless the Articles of Incorporation or these Bylaws otherwise
provide, but no person shall execute, acknowledge or verify any instrument in
more than one capacity, if such instrument is required by law, the Articles of
Incorporation or these Bylaws to be executed, acknowledged or verified by two
or more officers.
Section 2. Term of Office; Removal. The Board of Directors at its annual
meeting, after each annual meeting of stockholders, shall choose a President, a
Secretary and a Treasurer. The Board of Directors may also choose a Vice
President or Vice Presidents, one or more Assistant Secretaries and/or
Assistant Treasurers, and such other officers and agents as it shall deem
necessary or appropriate. The officers of the Corporation shall hold office
until their successors are chosen and shall qualify. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the directors then in office when, in their
judgment, the best interests of the Corporation will be served thereby. Such
removal shall be without prejudice to the contractual rights, if any, of the
person so removed. Any vacancy occurring in any office of the Corporation may
be filled for the unexpired portion of the term by the Board of Directors.
Section 3. Compensation. The salaries of all officers of the Corporation
(if any) shall be fixed from time to time by the Board of Directors and no
officer shall be prevented from receiving such salary by reason of the fact
that he is also a director of the Corporation.
Section 4. The Chairman of the Board. The Chairman of the Board (if the
Board of Directors so deems advisable and selects one) shall be an officer of
the Corporation and, subject to the direction of the Board of Directors, shall
perform such executive, supervisory and management functions and duties as may
be assigned to him from time to time by the Board. He shall, if present,
preside at all meetings of the stockholders and of the Board of Directors. In
the absence of the President, the Chairman of the Board shall have general
supervision, direction and control over the business and affairs of the
Corporation. The Chairman of the Board shall execute in the corporate name all
appropriate deeds, mortgages, bonds, contracts or other instruments requiring a
seal, under the Seal of the Corporation, except in cases where such execution
shall be expressly delegated to another by the Board of
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Directors. The Chairman of the Board shall be a member of the Executive
Committee and an ex-officio member of each standing committee.
Section 5. The President.
a. The President shall be the chief executive officer of the
Corporation and, subject to the direction of the Board of Directors, shall have
general charge of the business, affairs and property of the Corporation and
general supervision over its other officers and agents. In general, the
President shall perform all duties incident to the office of President and
shall see that all orders and resolutions of the Board of Directors are carried
into effect. In the absence of the Chairman of the Board, the President shall
preside at all meetings of the stockholders and of the Board of Directors. The
President may be a member of the Executive Committee and may be an ex-officio
member of each standing committee.
b. Unless otherwise prescribed by the Board of Directors, the
President shall have full power and authority on behalf of the Corporation to
attend, act and vote at any meeting of security holders of other corporations
in which the Corporation may hold securities. At such meeting the President
shall possess and may exercise any and all rights and powers incident to the
ownership of such securities which the Corporation might have possessed and
exercised if it had been present. The President shall execute in the corporate
name all appropriate deeds, mortgages, bonds, contracts or other instruments
requiring a seal of the Corporation, except in cases in which the signing or
execution thereof shall be expressly delegated by the Board of Directors to
some other officer or agent of the Corporation. The Board of Directors may
from time to time confer like powers and authority upon any other person or
persons.
Section 6. The Vice Presidents. The Vice President, if any (or in the
event there be more than one, the Vice Presidents in the order designated, or,
in the absence of any designation, in the order of their election), shall, in
the absence of the President or in the event of his disability, perform the
duties and exercise the powers of the President and shall generally assist the
President and perform such other duties and have such other powers as may from
time to time be prescribed by the Board of Directors.
Section 7. The Secretary. The Secretary shall attend all meetings of the
Board of Directors and meetings of the stockholders and record all votes and
the proceedings of the meetings in a book to be kept for that purpose and shall
perform like duties for the Executive Committee or other committees, if
required. He shall give, or cause to be given, notice of all meetings of
stockholders and special meetings of the Board of Directors, and shall perform
such other duties as may from time to time be prescribed by the Board of
Directors, Chairman of the Board or the President, under whose supervision he
shall act. He shall have custody of the seal of the Corporation, and he, or an
Assistant Secretary, shall have authority to affix the
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same to any instrument requiring it, and, when so affixed, the seal may be
attested by his signature or by the signature of such Assistant Secretary. The
Board of Directors may give general authority to any other officer to affix the
seal of the Corporation and to attest the affixing thereof by his signature.
Section 8. The Assistant Secretary. The Assistant Secretary, if any (or,
in the event there be more than one, the Assistant Secretaries in the order
designated, or, in the absence of any designation, in the order of their
election), shall, in the absence of the Secretary or in the event of his
disability, perform the duties and exercise the powers of the Secretary and
shall perform such other duties and have such other powers as may from time to
time be prescribed by the Board of Directors.
Section 9. The Treasurer. The Treasurer shall have the custody of the
corporate funds and other valuable effects, including securities, and shall
keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories
as may from time to time be designated by the Board of Directors. He shall
disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the Chairman of the Board, the President and the Board of Directors, at regular
meetings of the Board of Directors, or whenever the Board of Directors may
require it, an account of all his transactions as Treasurer and of the
financial condition of the Corporation.
Section 10. The Assistant Treasurer. The Assistant Treasurer, if any (or
in the event there shall be more than one, the Assistant Treasurers in the
order designated, or, in the absence of any designation, in the order of their
election), shall, in the absence of the Treasurer or in the event of his
disability, perform the duties and exercise the powers of the Treasurer and
shall perform such other duties and have such other powers as may from time to
time be prescribed by the Board of Directors.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
Section 1. Generally. Reference is made to Section 2-418 (and any
other relevant provisions) of the Corporations and Associations Article of the
Annotated Code of Maryland (1985), as amended. Particular reference is made to
the class of persons (hereinafter called "Indemnitees") who may be indemnified
by a Maryland corporation pursuant to the provisions of such Section 2-418,
namely, any entity (including the Corporation's investment adviser) or person
(or the heirs, executors or administrators of such person) who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that such person is or was a director,
officer, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of
another
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corporation, partnership, joint venture, trust or other enterprise. The
Corporation shall (and is hereby obligated to) indemnify the Indemnitees, and
each of them, in each and every situation where the Corporation is obligated to
make such indemnification pursuant to the aforesaid statutory provisions. The
Corporation shall indemnify the Indemnitees, and each of them, in each and
every situation where, under the aforesaid statutory provisions, the
Corporation is not obligated, but is nevertheless permitted or empowered, to
make such indemnification, if the Board of Directors determines that such
Indemnitee acted in good faith and in a manner such Indemnitee reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
in the case of any criminal action or proceeding, that such Indemnitee had no
reasonable cause to believe that such Indemnitee's conduct was unlawful.
Section 2. Limitation for Disabling Conduct. Notwithstanding any of
the foregoing, the Corporation may not limit any liability, or indemnify any
director or officer of the Corporation against any liability, to the
Corporation or its security holders to which such director or officer might
otherwise be subject by reason of "disabling conduct," as hereinafter defined;
and the Corporation may not provide indemnification to any such person against
any such liability until a determination is made that subject liability did not
arise by reason of the subject person's disabling conduct.
a. In the case of a director or officer of the Corporation,
such determination shall include a determination that the liability for which
such indemnification is sought did not arise by reason of such person's
disabling conduct. Such determination may be based on:
i. a final decision on the merits by a court or
other body before whom the action, suit or proceeding was brought that the
person to be indemnified was not liable by reason of disabling conduct, or
ii. in the absence of such a decision, a reasonable
determination, based on a review of the facts, that the person to be
indemnified was not liable by reason of such person's disabling conduct by
(1) the vote of a majority of a quorum of
directors who are disinterested, nonparty directors, or
(2) an independent legal counsel in a written
opinion.
In making such determination, such
disinterested, nonparty directors or independent legal counsel, as the case may
be, may deem the dismissal for insufficiency of evidence of any disabling
conduct of either a court action or an administrative proceeding against a
person to be indemnified to provide reasonable assurance that such person was
not liable by reason of disabling conduct.
b. For the purpose of this Section:
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i. "disabling conduct" of a director or officer
shall mean such person's willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of the office or any
other conduct prohibited under Section 17(h) of the Investment Company Act of
1940 or any other applicable securities laws;
ii. "disinterested, nonparty director" shall mean a
director of the Corporation who is neither an "interested person" of the
Corporation as defined in Section 2(a)(19) of the Investment Company Act of
1940 nor a party to the action, suit or proceeding in connection with which
indemnification is sought;
iii. "independent legal counsel" shall mean a member
of the Bar of the State of Maryland who is not, and not at least two (2) years
prior to his engagement to render the opinion in question has not been,
employed or retained by the Corporation, by any investment adviser to the
principal underwriter for the Corporation, or by any person affiliated with any
of the foregoing; and
iv. "the Corporation" shall include, in addition to
the resulting Corporation, any constituent Corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to
indemnify its directors, officers, employees or agents.
c. The Corporation may purchase insurance to cover the
payment of costs incurred in performing the Corporation's obligations under
Section 1 hereof, but it is understood that no insurance may be obtained for
the purpose of indemnifying any disabling conduct, as defined in Section 2(b)
hereof.
d. The Corporation may advance legal fees and other expenses
pursuant to the indemnification rights set forth in Section 1 hereof so long
as, in addition to the other requirements therefor, the Corporation either:
i. obtains security for the advance from the
Indemnitee;
ii. obtains insurance against losses arising by
reason of lawful advances; or
iii. it shall be determined, pursuant to the means
set forth in Section 2 (a)(ii) hereof, that there is reason to believe that the
Indemnitee ultimately will be found entitled to indemnification.
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ARTICLE VIII
STOCK CERTIFICATES
Section 1. Form; Signatures; Statements.
a. Every holder of stock in the Corporation shall be entitled
to have a certificate, signed by the Chairman of the Board or the President or
a Vice President and countersigned by the Treasurer or an Assistant Treasurer
or the Secretary or an Assistant Secretary of the Corporation, exhibiting the
number and class (and series, if any) of shares owned by him or it, and bearing
the seal of the Corporation. Such signatures and seal may be facsimile. In
case any officer who has signed, or whose facsimile signature was placed on, a
certificate shall have ceased to be such officer before such certificate is
issued, it may nevertheless be issued by the Corporation with the same effect
as if he were such officer at the date of its issue.
b. Every certificate representing stock issued by the
Corporation, if it is authorized to issue stock of more than one class, shall
set forth upon the face or back of the certificate, a full statement or summary
of the designations, preferences, limitations and relative rights of the shares
of each class authorized to be issued and, if the Corporation is authorized to
issue any preferred or special class of stock in series, the variations in
relative rights and preferences between the shares of each such series so far
as the same have been fixed and determined and the authority of the Board of
Directors to fix and determine the relative rights and preferences of
subsequent series. In lieu of such full statement or summary, there may be set
forth upon the face or back of each certificate a statement that the
Corporation will furnish to the stockholder, upon request and without charge, a
full statement of such information.
c. Every certificate representing shares which are restricted
or limited as to transferability by the Corporation shall either (i) set forth
on the face or back of the certificate a full statement of such restrictions or
limitations or (ii) state that the Corporation will furnish such a statement
upon request and without charge to any holder of such shares.
Section 2. Registration of Transfer. Upon surrender to the Corporation
or any transfer agent of the Corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the Corporation or its transfer
agent to issue a new certificate to the person entitled thereto, to cancel the
old certificate and to record the transaction upon its books.
Section 3. Registered Stockholders.
Except as otherwise provided by law, the Corporation shall be
entitled to recognize the exclusive right of a person who is registered on its
books as the owner of shares of its capital stock to receive dividends or other
distributions, to vote as such owner, and to
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hold liable for calls and assessments a person who is registered on its books
as the owner of shares of its capital stock. The Corporation shall not be
bound to recognize any equitable or legal claim to or interest in such shares
on the part of any other person except that 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 its capital stock registered in the name of such
stockholder are held for the account of a specified person other than such
stockholder.
If a stockholder desires that notices and/or dividends shall
be sent to a name or address other than the name or address appearing on the
stock ledger maintained by the Corporation (or by the transfer agent or
registrar, if any), such stockholder shall have the duty to notify the
Corporation (or the transfer agent or registrar, if any), in writing, of such
desire. Such written notice shall specify the alternate name or address to be
used.
Section 4. Record Date. In order that the Corporation may determine the
stockholders of record who are entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, or entitled to receive payment of
any dividend or the allotment of any rights, or to make a determination of the
stockholders of record for any other proper purpose, the Board of Directors
may, in advance, fix a date as the record date for any such determination.
Such date shall not be more than 60 nor less than 10 days before the date of
any such meeting, nor more than 60 days prior to the date of any other action.
A determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting taken
pursuant to Section 8 of Article III; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.
Section 5. Lost, Stolen or Destroyed Certificates. The Board of
Directors may direct that a new certificate be issued in place of any
certificate theretofore issued by the Corporation which is claimed 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 such issuance of a new certificate, the Board of Directors may, in
its discretion and as a condition precedent to the issuance thereof, require
the owner of such lost, stolen or destroyed certificate, or his legal
representative, to advertise the same in such manner as it shall require and/or
to give the Corporation a bond in such sum, or other security in such form, as
it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate claimed to have been lost, stolen
or destroyed.
ARTICLE IX
GENERAL PROVISIONS
Section 1. Dividends. Except as otherwise provided by law or the
Articles of Incorporation, dividends upon the outstanding capital stock of the
Corporation may be declared by the Board of Directors at any annual, regular or
special meeting, and may be paid in cash, in property or in shares of the
Corporation's capital stock.
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Section 2. Reserves. The Board of Directors shall have full power,
subject to the provisions of law and the Articles of Incorporation, to
determine whether any, and, if so, what part, of the funds legally available
for the payment of dividends shall be declared as dividends and paid to the
stockholders of the Corporation. The Board of Directors, in its sole
discretion, may fix a sum which may be set aside or reserved over and above the
paid-in capital of the Corporation for working capital or as a reserve for any
proper purpose, and may, from time to time, increase, diminish or vary such
fund or funds.
Section 3. Fiscal Year. The fiscal year of the Corporation shall be as
determined from time to time by the Board of Directors.
Section 4. Seal. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its incorporation and the words "Corporate
Seal" and "Maryland".
ARTICLE X
AMENDMENTS
The Board of Directors shall have the power to make, alter, amend and
repeal these Bylaws, and to adopt new bylaws, by an affirmative vote of a
majority of the entire Board of Directors, provided that notice of the proposal
to make, alter, amend or repeal these Bylaws, or to adopt new bylaws, was
included in the notice of the meeting of the Board of Directors at which such
action takes place.
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