As filed with the Securities and Exchange Commission on
March 23, 1999 Registration No. 333-51883
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________________
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM SB-2
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________________
CHAPMAN CAPITAL MANAGEMENT HOLDINGS, INC.
(Name of Small Business Issuer in its Charter)
Maryland 6282 52-2097010
(State or (Primary (IRS Employer
Other Standard Identificatio
Jurisdiction Industrial n No.)
of Classification
Incorporation Code Number)
or
Organization)
401 East Pratt
Street
28th Floor
Baltimore,
Maryland
21202
(410) 625-9656
(Address and Telephone Number of Principal Executive Office)
___________________
Nathan A. Chapman, Jr., Chairman
Chapman Capital Management Holdings, Inc.
401 East Pratt Street
28th Floor
Baltimore, Maryland 21202
(410) 625-9656
(Name, Address and Telephone Number of Agent for Service)
__________________
Copy to:
'
Elizabeth R. Hughes, Esq.
Venable, Baetjer and Howard, LLP
1800 Mercantile Bank & Trust Building
Two Hopkins Plaza
Baltimore, Maryland 21201-2978
(410) 244-7608
__________________
Approximate date of proposed sale to the public: Ongoing.
If any of the securities being registered on this form is to
be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, check the following
box. [ X ]
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities
Act, please check the following box and list the Securities
Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement
number of the earlier registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
THIS REGISTRATION STATEMENT RELATES TO THE REGISTRATION OF
AN INDEFINITE NUMBER OF SHARES SOLELY FOR MARKET-MAKING
TRANSACTIONS. PURSUANT TO RULE 429, THIS REGISTRATION
STATEMENT RELATES TO SHARES PREVIOUSLY REGISTERED ON FORM SB-
2 (FILE NO. 333-51883).
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 27. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following exhibits are filed as part of this
Registration Statement:
EXHIBIT
NO.
DESCRIPTION
1.1 Form of Underwriting Agreement between the
Company and The Chapman Co. (1)
1.2 Form of Qualified Independent Underwriter
Agreement between the Company and Ferris
Baker Watts Incorporated (1)
1.3 Form of Escrow Agreement between the Company
and UMB Bank, N.A (1)
.
3.1 Articles of Incorporation (2)
3.2 Bylaws (3)
4 Form of Common Stock Certificate (4)
5 Opinion of Venable, Baetjer and Howard, LLP
(1)
10.1 Advisory and Administrative Services
Agreement between Chapman Capital
Management, Inc. and DEM Equity Fund dated
October 28, 1997 (2)
10.2 Advisory and Administrative Services
Agreement between Chapman Capital
Management, Inc. and The Chapman Funds, Inc.
dated April 30, 1997 (2)
10.3 Advisory and Administrative Services
Agreement between Chapman Capital
Management, Inc. and DEM, Inc. dated
November 30, 1995 (2)
10.4 Chapman Capital Management Holdings, Inc.
1997 Omnibus Stock Plan (2)
10.5 Advisory Agreement for Separate Account
dated June 1, 1995 (1)
10.6 Agreement & Declaration of Trust between
Chapman Capital Management, Inc. and Bankers
Trust Company dated September 1996 (2)
10.7 Agreement between Bankers Trust Company and
Chapman Capital Management, Inc. dated
November 1, 1996 (2)
10.8 Agreement between Bankers Trust Company and
Chapman Capital Management, Inc. dated
November 1, 1996, Tremont Partners, Inc. and
Stamberg Prestia, Ltd. (2)
10.9 Agreement between the Company and Chapman
Holdings, Inc. as to Allocation of Shared
Expenses dated as of June 19, 1998 (1)
10.10 License Agreement between the Company. and
Nathan A. Chapman, Jr. dated as of June 9,
1998 (1)
10.11 Lock-up Agreement between the Company and
Nathan A. Chapman, Jr. dated December 28,
1997 (1)
10.12 $100,000 Promissory Note of Nathan A.
Chapman, Jr. to the Company dated May 1,
1998 (4)
10.13 $285,587 Promissory Note of Nathan A.
Chapman, Jr. to the Company dated March 11,
1998 (4)
21 Subsidiaries of Company (2)
23.1 Consent of Arthur Andersen, LLP (3)
23.2 Consent of Venable, Baetjer and Howard, LLP
(included in Exhibit 5)
24 Power of Attorney (3)
____________________
(1) Incorporated by reference to Pre-Effective Amendment 2
to the Company's Registration Statement on Form SB-2 (File
No. 333-51883) as filed with the Securities and Exchange
Commission on June 22, 1998.
(2) Incorporated by reference to the Company's Registration
Statement on Form SB-2 (File No. 333-51883) as filed with
the Securities and Exchange Commission on May 5, 1998.
(3) Filed herewith.
(4) Incorporated by reference to the Company's Quarterly
Report on Form 10-QSB for the quarter ended June 30, 1998,
as filed with the Securities and Exchange Commission.
SIGNATURES
In accordance with the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form SB-2 and authorized this Post-Effective
Amendment 2 to the Registration Statement to be signed on
its behalf by the undersigned, in the city of Baltimore,
state of Maryland, on March 23, 1999.
CHAPMAN CAPITAL MANAGEMENT
HOLDINGS, INC.
By: /S/ NATHAN A. CHAPMAN,
JR.
Nathan A. Chapman, Jr.
President and Chairman
of the Board
In accordance with the requirements of the Securities Act of
1933, this Post-Effective Amendment 2 to the Registration
Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title and Capacity Date
/S/ NATHAN A. CHAPMAN, President and March 23,
JR. Chairman 1999
Nathan A. Chapman, Jr. of the Board
(Principal
Executive Officer)
/S/ MARIA MARKHAM-THOMPSON Chief Financial March 23,
Maria Markham-Thompson Officer (Principal 1999
Financial Officer
and Principal
Accounting
Officer)
The Entire Board of
Directors
Nathan A. Chapman, Jr.
Theron Stokes
Earl U. Bravo
Robert L. Wallace
March 23,
By: /S/ NATHAN A. CHAPMAN, 1999
JR.
Nathan A. Chapman,
Jr.
Attorney-in-Fact
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
3.2 By-laws of the Company.
23.1 Consent of Arthur Andersen LLP
24 Power of Attorney.
BA3DOCS1\0109714.01
Exhibit A
15
March 10, 1999
BYLAWS
OF
CHAPMAN CAPITAL MANAGEMENT HOLDINGS, INC.
ARTICLE I
Stockholders
Section 1. Annual Meetings.
The annual meeting of the stockholders of the
Corporation shall be held on such date within the month of
May as may be fixed from time to time by the Board of
Directors. Not less than ten nor more than 90 days' written
or printed notice stating the place, day and hour of each
annual meeting shall be given in the manner provided in
Section 1 of Article IX hereof. The business to be
transacted at the annual meetings shall include the election
of directors, consideration and action upon the reports of
officers and directors, and any other business within the
power of the Corporation. All annual meetings shall be
general meetings at which any business may be considered
without being specified as a purpose in the notice unless
otherwise required by law.
Section 2. Special Meetings Called by Chairman of the
Board, President or Board of Directors.
At any time in the interval between annual
meetings, special meetings of stockholders may be called by
the Chairman of the Board, or by the President, or by the
Board of Directors. Not less than ten days' nor more than
90 days' written notice stating the place, day and hour of
such meeting and the matters proposed to be acted on thereat
shall be given in the manner provided in Section 1 of
Article IX. No business shall be transacted at any special
meeting except that specified in the notice.
Section 3. Special Meeting Called by Stockholders.
Upon the request in writing delivered to the
Secretary by the stockholders entitled to cast at least 25%
of all the votes entitled to be cast at the meeting, it
shall be the duty of the Secretary to call forthwith a
special meeting of the stockholders. Such request shall
state the purpose of such meeting and the matters proposed
to be acted on thereat, and no other business shall be
transacted at any such special meeting. No such meeting
shall be required to be called for the election of directors
except under the circumstances set forth in Section 10 of
Article I or Sections 7(b) or 7(c) of Article II of these
Bylaws. The Secretary shall inform such stockholders of the
reasonably estimated costs of preparing and mailing the
notice of the meeting, and upon payment to the Corporation
of such costs, the Secretary shall give not less than ten
nor more than 90 days' notice of the time, place and purpose
of the meeting in the manner provided in Section 1 of
Article IX. Unless requested by stockholders entitled to
cast a majority of all the votes entitled to be cast at the
meeting, a special meeting need not be called to consider
any matter which is substantially the same as a matter voted
on at any special meeting of the stockholders held during
the preceding 12 months.
Section 4. Place of Meetings.
All meetings of stockholders shall be held at the
principal office of the Corporation in the State of Maryland
or at such other place within the United States as may be
fixed from time to time by the Board of Directors and
designated in the notice.
Section 5. Quorum.
At any meeting of stockholders the presence in
person or by proxy of stockholders entitled to cast a
majority of the votes thereat shall constitute a quorum. In
the absence of a quorum, the Chairman of the meeting or
stockholders present in person or by proxy acting by
majority vote and without notice other than by announcement
at the meeting, may adjourn the meeting from time to time,
but not for a period exceeding 120 days after the original
record date, until a quorum shall attend.
Section 6. Adjourned Meetings.
A meeting of stockholders convened on the date for
which it was called (including one adjourned to achieve a
quorum as above provided in Section 5 of this Article) may
be adjourned (in the manner provided in said Section 5) from
time to time without further notice other than by
announcement at the meeting to a date not more than 120 days
after the original record date, and any business may be
transacted at any adjourned meeting which could have been
transacted at the meeting as originally called.
Section 7. Voting.
A plurality of all the votes cast at a meeting of
stockholders duly called and at which a quorum is present
shall be sufficient to elect a director. Each share of
stock may be voted for as many individuals as there are
directors to be elected and for whose election the share is
entitled to be voted.
A 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
other matter which may properly come before the meeting,
unless more than a majority of votes cast is required by
statute or by the Charter. The Board of Directors may fix
the record date for the determination of stockholders
entitled to vote in the manner provided in Article VIII,
Section 3 of these Bylaws. Unless otherwise provided in the
Charter, each outstanding share of stock, regardless of
class, shall be entitled to one vote on each matter
submitted to a vote at a meeting of stockholders.
Section 8. Proxies.
A stockholder may vote the shares owned of record
either in person or by proxy. The proxy shall be in writing
and shall be signed by the stockholder or by the
stockholder's duly authorized attorney-in-fact or be in such
other form as may be permitted by the Maryland General
Corporation Law, including documents conveyed by electronic
transmission. A copy, facsimile transmission or other
reproduction of the writing or transmission may be
substituted for the original writing or transmission for any
purpose for which the original transmission could be used.
Every proxy shall be dated, but need not be sealed,
witnessed or acknowledged. No proxy shall be valid after 11
months from its date, unless otherwise provided in the
proxy. In the case of stock held of record by more than one
person, any co-owner or co-fiduciary may execute the proxy
without the joinder of the co-owner(s) or co-fiduciary(ies),
unless the Secretary of the Corporation is notified in
writing by any co-owner or co-fiduciary that the joinder of
more than one is to be required. At all meetings of
stockholders, the proxies shall be filed with and verified
by the Secretary of the Corporation, or, if the meeting
shall so decide, by the Secretary of the meeting.
Section 9. Order of Business.
At all meetings of stockholders, any stockholder
present and entitled to vote in person or by proxy shall be
entitled to require, by written request to the Chairman of
the meeting, that the order of business shall be as follows:
(1) Organization.
(2) Proof of notice of meeting or of waivers
thereof. (The certificate of the Secretary of the
Corporation, or the affidavit of any other person who mailed
or published the notice or caused the same to be mailed or
published, shall be proof of service of notice.)
(3) Submission by Secretary of the Corporation to
the Chairman of the meeting of a list of the stockholders
entitled to vote, present in person or by proxy.
(4) A reading of unapproved minutes of preceding
meetings and action thereon.
(5) Reports.
(6) If an annual meeting, or a special meeting
called for that purpose, the election of directors.
(7) Unfinished business.
(8) New business.
(9) Adjournment.
Section 10. Removal of Directors.
At any properly called annual or special
stockholders' meeting, the stockholders, by the affirmative
vote of a majority of all the votes entitled to be cast for
the election of directors, may remove any director or
directors from office, with or without cause, and may elect
a successor or successors to fill any resulting vacancies
for the remainder of the term of the removed directors.
Section 11. Informal Action by Stockholders.
Any action required or permitted to be taken at
any meeting of stockholders may be taken without a meeting
if a consent in writing setting forth such action is signed
by all the stockholders entitled to vote thereon, a written
waiver of any right to dissent is signed by each stockholder
entitled to notice of, but not the right to vote on, such
action and such consent is filed with the records of
stockholders' meetings.
Section 12. Advance Notice of Matters to be Presented at an
Annual Meeting of
Stockholders.
At an annual meeting of the stockholders, only
such business shall be conducted as shall have been properly
brought before the meeting as set forth below. To be
properly brought before an annual meeting, such business
must (1) be specified in the notice of the meeting (or any
supplement thereto) given by the Corporation pursuant to
Section 1 of Article IX of these bylaws, or (2) be brought
before the meeting by or under the direction of the Board of
Directors (or the Chairman of the Board or the President),
or (3) be properly brought before the meeting by a
stockholder. In addition to any other applicable
requirements, for business to be properly brought before an
annual meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the Secretary. To
be timely, such stockholder's notice must be delivered to or
mailed and received by the Secretary at the principal
executive offices of the Corporation not earlier than the
close of business on the 120th day and not later than the
close of business on the 90th day prior to the date of the
annual meeting; provided, however, that in the event that
during the prior year the Corporation did not hold an annual
meeting, or if the date of the annual meeting has changed
more than 30 days from the first anniversary of the prior
year's annual meeting (other than as a result of
adjournment), than such stockholder's notice must be
delivered to or mailed and received by the Secretary at the
principal executive offices of the Corporation not earlier
than the close of business on the 120th day prior to such
annual meeting and not later than the close of business on
the later of the 90th day prior to such annual meeting or
the 10th day following the day on which public announcement
of the date of such annual meeting is first made. For
purposes of this section, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news
service or in a document publicly filed by the Corporation
with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Securities Exchange Act of
1934, as amended. A stockholder's notice to the Secretary
shall set forth as to each matter the stockholder proposes
to bring before the annual meeting (i) a brief description
of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the
annual meeting, (ii) the name and address of the stockholder
proposing such business, (iii) the class and number of
shares of the Corporation which are beneficially owned by
the stockholder, and (iv) any material interest of the
stockholder in such business.
Notwithstanding anything in these Bylaws to the
contrary, no business shall be conducted at the annual
meeting except in accordance with the procedures set forth
in this Section 12.
The Chairman of the meeting shall have the
authority, if the facts warrant, to determine that business
was not properly brought before the meeting in accordance
with the provisions of this Section 12, and if he should so
determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not
be transacted.
Section 13. Advance Notice of Nominees for Directors.
Only persons who are nominated in accordance with
the following procedures shall be eligible for election as
directors at any meeting of stockholders. Nominations of
persons for election to the Board of Directors of the
Corporation may be made at an annual meeting of stockholders
or at a special meeting of stockholders as to which the
notice of meeting provides for election of directors, by or
under the direction of the Board of Directors, or by any
nominating committee or person appointed by the Board of
Directors, or by any stockholder of the Corporation entitled
to vote for the election of directors at the meeting who
complies with the notice procedures set forth in this
Section 13. Such nominations, other than those made by or
under the direction of the Board of Directors or by any
nominating committee or person appointed by the Board of
Directors, shall be made pursuant to timely notice in
writing to the Secretary. In the event that such
stockholder's notice pertains to an annual meeting of
stockholders, to be timely, such stockholder's notice must
be delivered to or mailed and received by the Secretary at
the principal executive offices of the Corporation not
earlier than the close of business on the 120th day and not
later than the close of business on the 90th day prior to
the date of the annual meeting; provided, however, that in
the event that during the prior year the Corporation did not
hold an annual meeting, or if the date of the annual meeting
has changed more than 30 days from the first anniversary of
the prior year's annual meeting (other than as a result of
adjournment), than such stockholder's notice must be
delivered to or mailed and received by the Secretary at the
principal executive offices of the Corporation not earlier
than the close of business on the 120th day prior to such
annual meeting and not later than the close of business on
the later of the 90th day prior to such annual meeting or
the 10th day following the day on which public announcement
of the date of such annual meeting is first made. In the
event that such stockholder's notice pertains to a special
meeting of stockholders, to be timely, such stockholder's
notice must be delivered to or mailed and received by the
Secretary at the principal executive offices of the
Corporation not later than the close of business on the
later of the 90th day prior to such special meeting or the
10th day following the day on which public announcement of
the date of such special meeting is first made. For
purposes of this section, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news
service or in a document publicly filed by the Corporation
with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Securities Exchange Act of
1934, as amended. Such stockholder's notice shall set
forth: (a) as to each person whom the stockholder proposes
to nominate for election as a director, (i) the name, age,
business address and residence address of the person, (ii)
the principal occupation or employment of the person, (iii)
the class and number of shares of stock of the Corporation
which are beneficially owned by the person, and (iv) any
other information relating to the person that is required to
be disclosed in solicitations for proxies for election of
directors pursuant to the rules and regulations under the
Securities Exchange Act of 1934; and (b) as to the
stockholder giving the notice, (i) the name and address of
the stockholder and (ii) the class and number of shares of
the Corporation which are beneficially owned by the
stockholder. The Corporation may require any proposed
nominee to furnish such other information as may reasonably
be required by the Corporation to determine the eligibility
of such proposed nominee to serve as a director of the
Corporation. No person shall be eligible for election as a
director of the Corporation unless nominated in accordance
with the procedures set forth herein.
The Chairman of the meeting shall have the
authority, if the facts warrant, to determine that a
nomination was not made in accordance with the foregoing
procedure, and if he should so determine, he shall so
declare to the meeting and the defective nomination shall be
disregarded.
ARTICLE II
Directors
Section 1. Powers.
The business and affairs of the Corporation shall
be managed under the direction of its Board of Directors.
All powers of the Corporation may be exercised by or under
the authority of the Board of Directors except as conferred
on or reserved to the stockholders by law, by the Charter or
by these Bylaws. A director need not be a stockholder. The
Board of Directors shall keep minutes of its meetings and
full and fair accounts of its transactions.
Section 2. Number; Term of Office.
The number of directors of the Corporation shall
be not less than three or the same number as the number of
stockholders (or one if there is no stockholder), whichever
is less; provided, however, that such number may be
increased and thereafter decreased from time to time by vote
of a majority of the entire Board of Directors. The number
of directors shall not exceed ten (10). The first directors
of the Corporation shall hold their office until the first
annual meeting of the Corporation, or until their successors
are elected and qualify, and thereafter the directors shall
hold office for the term of one year, or until their
successors are elected and qualify.
Section 3. Annual Meeting; Regular Meetings.
As soon as practicable after each annual meeting
of stockholders, the Board of Directors shall meet for the
purpose of organization and the transaction of other
business. No notice of the annual meeting of the Board of
Directors need be given if it is held immediately following
the annual meeting of stockholders and at the same place.
Other regular meetings of the Board of Directors may be held
at such times and at such places, within or without the
State of Maryland, as shall be designated in the notice for
such meeting by the party making the call. All annual and
regular meetings shall be general meetings, and any business
may be transacted thereat.
Section 4. Special Meetings.
Special meetings of the Board of Directors may be
called by the Chairman of the Board or the President, or by
a majority of the directors.
Section 5. Quorum; Voting.
A majority of the Board of Directors shall
constitute a quorum for the transaction of business at every
meeting of the Board of Directors; but, if at any meeting
there be less than a quorum present, a majority of those
present may adjourn the meeting from time to time, but not
for a period exceeding ten days at any one time or 60 days
in all, without notice other than by announcement at the
meeting, until a quorum shall attend. At any such adjourned
meeting at which a quorum shall be present, any business may
be transacted which might have been transacted at the
meeting as originally called. Except as hereinafter
provided or as otherwise provided by the Charter or by law,
directors shall act by a vote of a majority of those members
in attendance at a meeting at which a quorum is present.
Section 6. Notice of Meetings.
Notice of the time and place of every regular and
special meeting of the Board of Directors shall be given to
each director in the manner provided in Section 2 of Article
IX hereof. Subsequent to each Board meeting, and as soon as
practicable thereafter, each director shall be furnished
with a copy of the minutes of said meeting. At least 24
hours' notice shall be given of all meetings. The purpose
of any meeting of the Board of Directors need not be stated
in the notice.
Section 7. Vacancies.
(a) If the office of a director becomes vacant
for any reason, including increase in the size of the Board,
such vacancy may be filled by the Board by a vote of a
majority of directors then in office, although such majority
is less than a quorum.
(b) If the vacancy occurs as a result of the
removal of a director, the stockholders may elect a
successor at the meeting at which the removal occurs.
(c) If the entire Board of Directors shall become
vacant, any stockholder may call a special meeting in the
same manner that the Chairman of the Board or the President
may call such meeting, and directors for the unexpired terms
may be elected at such special meeting in the manner
provided for their election at annual meetings.
(d) A director elected by the Board of Directors
to fill a vacancy shall serve until the next annual meeting
of stockholders and until a successor is elected and
qualifies. A director elected by the stockholders to fill a
vacancy shall serve for the unexpired term and until a
successor is elected and qualifies.
Section 8. Rules and Regulations.
The Board of Directors may adopt such rules and
regulations for the conduct of its meetings and the
management of the affairs of the Corporation as it may deem
proper and not inconsistent with the laws of the State of
Maryland, these Bylaws and the Charter.
Section 9. Executive Committee.
The Board of Directors may constitute an Executive
Committee, composed of at least two directors, from among
its members. The Executive Committee shall hold office at
the pleasure of the Board of Directors. Between sessions of
the Board of Directors, such Committee shall have all of the
powers of the Board of Directors in the management of the
business and affairs of the Corporation, except those powers
specifically denied by law. If any position on the
Executive Committee becomes vacant, or if the number of
members is increased, such vacancy may be filled by the
Board of Directors. The taking of any action by the
Executive Committee shall be conclusive evidence that the
Board of Directors was not in session at the time of such
action. The Executive Committee shall hold formal meetings
and keep minutes of all of its proceedings. A copy of such
minutes shall, after approval by the members of the
Committee, be sent to all directors as a matter of
information. Any action taken by the Executive Committee
within the limits permitted by law shall have the force and
effect of Board action unless and until revised or altered
by the Board. The presence of not less than a majority of
the Committee shall be necessary to constitute a quorum.
Action may be taken without a meeting if a unanimous written
consent is signed by all of the members of the Committee,
and if such consent is filed with the records of the
Committee. The Executive Committee shall have the power to
elect one of its members to serve as its Chairman unless the
Board of Directors shall have designated such Chairman.
Section 10. Compensation.
The directors may receive a stated salary or an
attendance fee for each meeting of the Board of Directors or
any committee thereof attended, plus reimbursement of
reasonable expenses of attendance. The amount of the salary
or attendance fee and any entitlement to reimbursement of
expenses shall be determined by resolution of the Board;
provided, however, that nothing herein contained shall be
construed as precluding a director from serving the
Corporation in any other capacity and receiving compensation
therefor.
Section 11. Place of Meetings.
Regular or special meetings of the Board may be
held within or without the State of Maryland, as the Board
may from time to time determine. The time and place of
meeting may be fixed by the party calling the meeting.
Section 12. Informal Action by the Directors.
Any action required or permitted to be taken at
any meeting of the Board may be taken without a meeting, if
a written consent to such action is signed by all members of
the Board and such consent is filed with the minutes of the
Board.
Section 13. Telephone Conference.
Members of the Board of Directors or any committee
thereof may participate in a meeting of the Board or such
committee by means of a conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other at the same
time. Participation by such means shall constitute presence
in person at the meeting.
ARTICLE III
Officers
Section 1. In General.
The Board of Directors may choose a Chairman of
the Board from among the directors. The Board of Directors
shall elect a President, a Treasurer, a Secretary, and may
elect one or more Vice Presidents, Assistant Secretaries and
Assistant Treasurers as the Board may from time to time deem
appropriate. All officers shall hold office only during the
pleasure of the Board or until their successors are chosen
and qualify. Any two of the above offices, except those of
President and Vice President, may be held by the same
person, but no officer shall execute, acknowledge or verify
any instrument in more than one capacity when such
instrument is required to be executed, acknowledged or
verified by any two or more officers. The Board of
Directors may from time to time appoint such other agents
and employees with such powers and duties as the Board may
deem proper. In its discretion, the Board of Directors may
leave unfilled any offices except those of President,
Treasurer and Secretary.
Section 2. Chairman of the Board.
The Chairman of the Board, if one is elected,
shall have the responsibility for the implementation of the
policies determined by the Board of Directors and for the
administration of the business affairs of the Corporation.
The Chairman shall preside over the meetings of the Board
and of the stockholders if present at the meeting. The
Chairman shall be the Chief Executive Officer of the
Corporation if so designated by resolution of the Board.
Section 3. President.
The President shall have the responsibility for
the active management of the business and general
supervision and direction of all of the affairs of the
Corporation. In the absence of a Chairman of the Board, the
President shall preside over the meetings of the Board and
of the stockholders if present at the meeting, and shall
perform such other duties as may be assigned by the Board of
Directors or the Executive Committee. The President shall
have the authority on the Corporation's behalf to endorse
securities owned by the Corporation and to execute any
documents requiring the signature of an executive officer.
The President shall perform such other duties as the Board
of Directors may direct and shall be the Chief Executive
Officer of the Corporation unless the Chairman of the Board
is so designated by resolution of the Board.
Section 4. Vice Presidents.
The Vice Presidents, in the order of priority
designated by the Board of Directors, shall be vested with
all the power and may perform all the duties of the
President in the latter's absence. They may perform such
other duties as may be prescribed by the Board of Directors,
the Executive Committee or the President.
Section 5. Treasurer.
The Treasurer shall have general supervision over
the Corporation's finances, and shall perform such other
duties as may be assigned by the Board of Directors or the
President. Unless the Board designates another officer, the
Treasurer shall be the Chief Financial Officer of the
Corporation. If required by resolution of the Board, the
Treasurer shall furnish a bond (which may be a blanket bond)
with such surety and in such penalty for the faithful
performance of duty as the Board of Directors may from time
to time require, the cost of such bond to be paid by the
Corporation.
Section 6. Secretary.
The Secretary shall keep the minutes of the
meetings of the stockholders and of the Board of Directors
and shall attend to the giving and serving of all notices of
the Corporation required by law or these Bylaws. The
Secretary shall maintain at all times in the principal
office of the Corporation at least one copy of the Bylaws
with all amendments to date, and shall make the same,
together with the minutes of the meeting of the
stockholders, the annual statement of affairs of the
Corporation and any voting trust or other stockholders
agreement on file at the office of the Corporation,
available for inspection by any officer, director or
stockholder during reasonable business hours. The Secretary
shall perform such other duties as may be assigned by the
Board of Directors.
Section 7. Assistant Treasurer and Secretary.
The Board of Directors may designate from time to
time Assistant Treasurers and Secretaries, who shall perform
such duties as may from time to time be assigned to them by
the Board of Directors or the President.
Section 8. Compensation; Removal; Vacancies.
The Board of Directors shall have power to fix the
compensation of all officers of the Corporation. It may
authorize any committee or officer, upon whom the power of
appointing subordinate officers may have been conferred, to
fix the compensation of such subordinate officers. The
Board of Directors shall have the power at any regular or
special meeting to remove any officer if, in the judgment of
the Board, the best interests of the Corporation will be
served by such removal. The Board of Directors may
authorize any officer to remove subordinate officers. The
Board of Directors may authorize the Corporation's
employment of an officer for a period in excess of the term
of the Board. The Board of Directors at any regular or
special meeting shall have power to fill a vacancy occurring
in any office for the unexpired portion of the term.
Section 9. Substitutes.
The Board of Directors may, from time to time in
the absence of any one of its officers or at any other time,
designate any other person or persons on behalf of the
Corporation to sign any contracts, deeds, notes or other
instruments in the place or stead of any of such officers,
and may designate any person to fill any one of said
offices, temporarily or for any particular purpose; and any
instruments so signed in accordance with a resolution of the
Board shall be the valid act of the Corporation as fully as
if executed by any regular officer.
ARTICLE IV
Resignation
Any director or officer may resign from office at
any time. Such resignation shall be made in writing and
shall take effect from the time of its receipt by the
Corporation, unless some time be fixed in the resignation,
and then from that date. The acceptance of a resignation
shall not be required to make it effective.
ARTICLE V
Commercial Paper, Etc.
All bills, notes, checks, drafts and commercial
paper of all kinds to be executed by the Corporation as
maker, acceptor, endorser or otherwise, and all assignments
and transfers of stock, contracts, or written obligations of
the Corporation, and all negotiable instruments, shall be
made in the name of the Corporation and shall be signed by
any one or more of the following officers as the Board of
Directors may from time to time designate: the Chairman of
the Board, the President, any Vice President, or the
Treasurer, or such other person or persons as the Board of
Directors or Executive Committee may from time to time
designate.
ARTICLE VI
Fiscal Year
The fiscal year of the Corporation shall cover
such period of 12 months as the Board of Directors may
determine. In the absence of any such determination, the
accounts of the Corporation shall be kept on a calendar year
basis.
ARTICLE VII.
Seal
The seal of the Corporation shall be in the form
of two concentric circles inscribed with the name of the
Corporation and the year and State in which it is
incorporated. The Secretary or Treasurer, or any Assistant
Secretary or Assistant Treasurer, shall have the right and
power to attest to the corporate seal. In lieu of affixing
the corporate seal to any document, it shall be sufficient
to meet the requirements of any law, rule or regulation
relating to a corporate seal to affix the word "(SEAL)"
adjacent to the signature of the person authorized to sign
the document on behalf of the Corporation.
ARTICLE VIII.
Stock
Section 1. Issue.
Each stockholder shall be entitled to a
certificate or certificates which shall represent and
certify the number and class of shares of stock owned in the
Corporation. Each certificate shall be signed by the
Chairman of the Board, the President or any Vice President
and be countersigned by the Secretary or any Assistant
Secretary or the Treasurer or any Assistant Treasurer. The
signatures of the Corporation's officers and its corporate
seal appearing on stock certificates may be facsimiles if
each such certificate is authenticated by the manual
signature of an officer of a duly authorized transfer agent.
Stock certificates shall be in such form, not inconsistent
with law and the Charter, as shall be approved by the Board
of Directors. In case any officer of the Corporation who
has signed any certificate ceases to be an officer of the
Corporation, whether by reason of death, resignation or
otherwise, before such certificate is issued, then the
certificate may nevertheless be issued by the Corporation
with the same effect as if the officer had not ceased to be
such officer as of the date of such issuance.
Section 2. Transfers.
The Board of Directors shall have power and
authority to make all such rules and regulations as the
Board may deem expedient concerning the issue, transfer and
registration of stock certificates. The Board of Directors
may appoint one or more transfer agents and/or registrars
for its outstanding stock, and their duties may be combined.
No transfer of stock shall be recognized or binding upon the
Corporation until recorded on the books of the Corporation,
or, as the case may be, of its transfer agent and/or of its
registrar, upon surrender and cancellation of a certificate
or certificates for a like number of shares.
Section 3. Record Dates for Dividends and Stockholders'
Meeting.
The Board of Directors may fix a date not
exceeding 90 days preceding the date of any meeting of
stockholders, any dividend payment date or any date for the
allotment of rights, as a record date for the determination
of the stockholders entitled to notice of and to vote at
such meeting, or entitled to receive such dividends or
rights, as the case may be, and only stockholders of record
on such date shall be entitled to notice of and to vote at
such meeting or to receive such dividends or rights, as the
case may be. In the case of a meeting of stockholders, the
record date shall be fixed not less than ten days prior to
the date of the meeting.
Section 4. New Certificates.
In case any certificate of stock is lost, stolen,
mutilated or destroyed, the Board of Directors may authorize
the issuance of a new certificate in place thereof upon such
indemnity to the Corporation against loss and such other
terms and conditions as it may deem advisable. The Board of
Directors may delegate such power to any officer or officers
of the Corporation or to any transfer agent or registrar of
the Corporation; but the Board of Directors, such officer or
officers or such transfer agent or registrar may, in their
discretion, refuse to issue such new certificate save upon
the order of some court having jurisdiction.
ARTICLE IX
Notice
Section 1. Notice to Stockholders.
Whenever by law or these Bylaws notice is required
to be given to any stockholder, such notice shall be in
writing and may be given to each stockholder by personal
delivery or at the stockholder's residence or usual place of
business, or by mailing it, postage prepaid, and addressed
to the stockholder at the address appearing on the books of
the Corporation or its transfer agent. Such leaving or
mailing of notice shall be deemed the time of giving such
notice.
Section 2. Notice to Directors and Officers.
Whenever by law or these Bylaws notice is required
to be given to any director or officer, such notice may be
given in any one of the following ways: by personal delivery
to such director or officer, by telephone communication with
such director or officer personally or by telephone
facsimile transmission, by telegram, cablegram, radiogram,
first class mail or by delivery service providing
confirmation of delivery, addressed to such director or
officer at the address appearing on the books of the
Corporation. The time when such notice shall be consigned
to a communication company for delivery shall be deemed to
be the time of the giving of such notice; if mailed, such
notice shall be deemed given 48 hours after the time it is
deposited in the mail, postage prepaid.
Section 3. Waiver of Notice.
Notice to any stockholder or director of the time,
place and/or purpose of any meeting of stockholders or
directors required by these Bylaws may be dispensed with if
such stockholder shall either attend in person or by proxy,
or if such director shall attend in person, or if such
absent stockholder or director shall, in writing filed with
the records of the meeting either before or after the
holding thereof, waive such notice.
ARTICLE X
Voting of Stock in Other Corporations
Any stock in other corporations, which may from
time to time be held by the Corporation, may be represented
and voted at any meeting of stockholders of such other
corporations by the President or a Vice-President or by
proxy or proxies appointed by the President or a Vice-
President, or otherwise pursuant to authorization thereunto
given by a resolution of the Board of Directors adopted by a
vote of a majority of the directors.
ARTICLE XI.
Indemnification
To the maximum extent permitted by the Maryland
General Corporation Law as from time to time amended, the
Corporation may indemnify its currently acting and its
former directors, officers, agents and employees and those
persons who, at the request of the Corporation serve or have
served another corporation, partnership, joint venture,
trust or other enterprise in one or more of such capacities
against any and all liabilities incurred in connection with
their services in such capacities to the extent determined
appropriate by the Board of Directors. To the extent
required by the Charter or applicable law, the Corporation
shall indemnify such individuals.
ARTICLE XII.
Amendments
These Bylaws may be added to, altered, amended,
repealed or suspended by a vote of a majority of the Board
of Directors at any regular or special meeting of the Board.
BA3DOCS1/0078363.02
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use
of our report and to all references to our firm included in or
made a part of this registration statement.
/S/ARTHUR ANDERSEN LLP
Baltimore, Maryland,
March 22, 1998
CHAPMAN CAPITAL MANAGEMENT HOLDINGS, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned
Director(s) and Executive Officers of CHAPMAN CAPITAL
MANAGEMENT HOLDINGS, INC., a Maryland corporation, hereby
constitute and appoint NATHAN A. CHAPMAN, JR., and EARL U.
BRAVO, SR. and either of them, the true and lawful agents
and attorney-in-fact of the undersigned with full power and
authority in either said agent and attorney-in-fact, to sign
for the undersigned and in their respective names as
Directors and Executive Officers of Chapman Capital
Management Holdings, Inc., Post-Effective Amendment No. 2 to
the Registration Statement on Form SB-2, and any and all
further amendments to said Registration Statement, hereby
ratifying and confirming all acts taken by such agent and
attorney-in-fact, as herein authorized.
Dated as of: March 5, 1999
/S/ NATHAN A. CHAPMAN, JR. /S/ THERON STOKES
Nathan A. Chapman, Jr., President, Theron Stokes, Director
Chairman of the Board and
Director
(Principal Executive Officer)
/S/ EARL U. BRAVO, SR. /S/ ROBERT L.WALLACE
Earl U. Bravo, Sr., Director Robert L.Wallace, Director
/S/ MARIA MARKHAM-THOMPSON
Maria Markham-Thompson,
Chief Financial Officer (Principal
Accounting and
Financial Officer)
