SELIGMAN NEW TECHNOLOGIES FUND II, INC.
BYLAWS
ARTICLE I
STOCKHOLDERS
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Section 1.1. Place of Meeting. All meetings of the stockholders of the
Corporation 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 from
time to time be designated by the Board of Directors and stated in the notice of
such meeting.
Section 1.2. Annual Meetings. The Corporation is not required to hold
an annual meeting in any year in which the election of Directors is not required
by the Investment Company Act of 1940 (the "1940 Act"). If the Corporation is
required to hold a meeting of stockholders to elect Directors, such meeting
shall be designated an annual meeting and shall be held on such date no later
than 120 days after the occurrence of the event requiring the meeting and at
such hour as may be designated by the Board of Directors and stated in the
notice of such meeting. Any business of the Corporation may be considered at an
annual meeting without being specified in the notice, except as otherwise
required by law or these Bylaws.
Section 1.3. Special Meetings. Special meetings of the stockholders for
any purpose or purposes may be called by the Chairman of the Board, the
President, or a majority of the Board of Directors. Special meetings of
stockholders shall also be called by the Secretary on the written request of
stockholders holding not less than 50% of the votes entitled to be cast thereat.
Such request shall state the purpose or purposes of the proposed meeting and the
matters proposed to be acted on at such proposed meeting. The Secretary shall
inform such stockholders of the reasonably estimated cost of preparing and
mailing such notice of meeting and upon payment to the Corporation of such
costs, the Secretary shall give notice as required in this Article to all
stockholders entitled to notice of such meeting. No special meeting of
stockholders need be called upon the request of the stockholders entitled to
cast less than a majority of all votes entitled to be cast at such meeting to
consider any matter that is substantially the same as a matter voted upon at any
special meeting of stockholders held during the preceding 12 months.
Section 1.4. Notice of Meetings of Stockholders. Not less than 10 days
and not more than 90 days written or printed notice of every meeting of
stockholders, stating the time and place thereof (and the purpose of any special
meeting), shall be given to each stockholder entitled to vote thereat and to
each other stockholder entitled to notice of meeting by leaving the same with
such stockholder or at such
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stockholder's residence or usual place of business or by mailing it, postage
prepaid, and addressed to such stockholder at such stockholder's address as it
appears upon the books of the Corporation. If mailed, notice shall be deemed to
be given when deposited in the mail addressed to the stockholder as aforesaid.
No notice of the time, place or purpose of any meeting of stockholders
need be given to any stockholder who waives such notice by: (1) his presence at
the meeting in person or by proxy; or (2) his signing, before or after the
meeting, a waiver of notice which is filed with the records of the meeting.
Section 1.5. Record Dates. The Board of Directors may fix, in advance,
a record date for the determination of stockholders entitled to notice of or to
vote at any stockholders' meeting or to receive a dividend or to be allotted
rights or for the purpose of any other proper determination with respect to
stockholders 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 or
otherwise, as the case may be; provided, however, that such record date shall
not be more than 90 days preceding the date of any such meeting of stockholders,
dividend payment date, date for the allotment of rights or other such action
requiring the determination of a record date; and further provided that such
record date shall not be prior to the close of business on the day the record
date is fixed, that the transfer books shall not be closed for a period longer
than 20 days, and that in the case of a meeting of stockholders, the record date
or the closing of the transfer books shall not be less than 10 days prior to the
date fixed for such meeting.
Section 1.6. Quorum; Adjournment of Meetings. The presence in person or
by proxy of stockholders entitled to cast one-third of the votes entitled to be
cast thereat shall constitute a quorum at all meetings of the stockholders
except as otherwise provided in the Articles of Incorporation or the Maryland
General Corporation Law. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the holders of a majority of the
stock present in person or by proxy shall have power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until the
requisite amount of stock entitled to vote at such meeting shall be present, to
a date not more than 120 days after the original record date. At such adjourned
meeting at which the requisite amount of stock entitled to vote thereat shall be
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.
Section 1.7. Voting and Inspectors. Unless otherwise provided in the
Articles of Incorporation of the Corporation, at all meetings, each stockholder
of record entitled to vote thereat shall have one vote for each share of stock
held in his name on the books of the Corporation on the date of determination of
the stockholders entitled to vote at such meeting; stockholders of record
holding fractional shares, if any, shall have proportionate voting rights. The
stockholder may vote either in person or by proxy appointed by instrument in
writing subscribed by such stockholder or his duly authorized attorney.
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All elections and all questions shall be decided by a majority of the
votes cast at a duly constituted meeting, except as otherwise provided by
statute or by the Articles of Incorporation or by these Bylaws.
At any election of Directors, the Chairman of the meeting may, and upon
the request of the holders of 10% of the stock entitled to vote at such election
shall, appoint two inspectors of election who shall first subscribe an oath or
affirmation to execute faithfully the duties of inspectors at such election with
strict impartiality and according to the best of their ability, and shall after
the election make a certificate of the result of the vote taken.
Section 1.8. Conduct of Stockholders Meetings. The meetings of the
stockholders shall be presided over by the Chairman of the Board, or if he is
not present, by the President, or if he is not present, by a Vice-President, or
if none of them is present, by a Chairman to be elected at the meeting. The
Secretary of the Corporation, if present, shall act as a Secretary of such
meetings, or if he is not present, an Assistant Secretary shall so act: if
neither the Secretary nor an Assistant Secretary is present, then the meeting
shall elect its Secretary.
Section 1.9. Concerning Validity of Proxies, Ballots, etc. At every
meeting of the stockholders, all proxies shall be received and taken in charge
of and all ballots shall be received and canvassed by the Secretary of the
meeting, who shall decide all questions regarding the qualification of voters,
the validity of the proxies and the acceptance or rejection of votes, unless
inspectors of election shall have been appointed by the Chairman of the meeting,
in which event such inspectors of election shall decide all such questions.
Section 1.10. Action Without Meeting. Any action to be taken by
stockholders may be taken without a meeting if (1) all stockholders entitled to
vote on the matter consent to the action in writing, (2) all stockholders
entitled to notice of the meeting, but not entitled to vote at it, sign a
written waiver of any right to dissent, and (3) said consents and waivers are
filed with the records of the meetings of stockholders. Such consent shall be
treated for all purposes as a vote at the meeting.
Section 1.11. Advance Notice of Stockholder Nominees for Director and
Other Stockholder Proposals.
(a) The matters to be considered and brought before any annual or
special meeting of stockholders of the Corporation shall be limited to only such
matters, including the nomination and election of Directors, as shall be brought
properly before such meeting in compliance with the procedures set forth in this
Section 1.11.
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(b) For any matter to be properly brought before any annual meeting of
stockholders, the matter must be (i) specified in the notice of annual meeting
given by or at the direction of the Board of Directors, (ii) otherwise brought
before the annual meeting by or at the direction of the Board of Directors, or
(iii) brought before the annual meeting in the manner specified in this Section
1.11 by a stockholder of record or a stockholder (a "Nominee Holder") that holds
voting securities entitled to vote at meetings of stockholders through a nominee
or "street name" holder of record and can demonstrate to the Corporation such
indirect ownership and such Nominee Holder's entitlement to vote such
securities. In addition to any other requirements under applicable law and the
Articles of Incorporation and By-Laws of the Corporation, persons nominated by
stockholders for election as Directors of the Corporation and any other
proposals by stockholders shall be properly brought before the meeting only if
notice of any such matter to be presented by a stockholder at such meeting of
stockholders (the "Stockholder Notice") shall be delivered to the Secretary of
the Corporation at the principal executive office of the Corporation not less
than 60 and not more than 90 days prior to the first anniversary date of the
annual meeting for the preceding year; provided, however, that, if and only if
the annual meeting is not scheduled to be held within a period that commences 30
days before such anniversary date and ends 30 days after such anniversary date
(an annual meeting date outside such period being referred to herein as an
"Other Annual Meeting Date"), such Stockholder Notice shall be given in the
manner provided herein by the later of the close of business on (i) the date 60
days prior to such Other Meeting Date or (ii) the 10th day following the date
such Other Annual Meeting Date is first publicly announced or disclosed. Any
stockholder desiring to nominate any person or persons (as the case may be) for
election as a Director or Directors of the Corporation shall deliver, as part of
such Stockholder Notice: (i) a statement in writing setting forth (A) the name
of the person or persons to be nominated, (B) the number and class of all shares
of each class of stock of the Corporation owned of record and beneficially by
each such person, as reported to such stockholder by such nominee(s), (C) the
information regarding each such person required by paragraph (b) of Item 22 of
Rule 14a-101 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), adopted by the Securities and Exchange Commission (or the
corresponding provisions of any regulation or rule subsequently adopted by the
Securities and Exchange Commission applicable to the Corporation), (D) whether
such stockholder believes any nominee will be an "interested person" of the
Corporation (as defined in the 1940 Act) and, if not an "interested person",
information regarding each nominee that will be sufficient for the Corporation
to make such determination, and (E) the number of shares of each class of stock
of the Corporation owned of record and beneficially by such stockholder; (ii)
each such person's signed consent to serve as a Director of the Corporation if
elected; (iii) such stockholder's name and address; and (iv) in the case of a
Nominee Holder, evidence establishing such Nominee Holder's indirect ownership
of, and entitlement to vote, securities at the meeting of stockholders. Any
stockholder who gives a Stockholder Notice of any matter proposed to be brought
before the meeting (not involving nominees for Director) shall deliver, as part
of such Stockholder Notice: (i) the
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text of the proposal to be presented; (ii) a brief written statement setting
forth (A) the reasons why such stockholder favors the proposal, (B) such
stockholder's name and address, (C) the number of shares of each class of stock
of the Corporation owned of record and beneficially by such stockholder, and
(D), if applicable, any material interest of such stockholder in the matter
proposed (other than as a stockholder); and (iii) in the case of a Nominee
Holder, evidence establishing such Nominee Holder's indirect ownership of, and
entitlement to vote, securities at the meeting of stockholders. As used herein,
shares "beneficially owned" shall mean all shares which such person is deemed to
beneficially own pursuant to Rules 13d-3 and 13d-5 under the Exchange Act.
Notwithstanding anything in this Section 1.11 to the contrary, in the
event that the number of Directors to be elected to the Board of Directors of
the Corporation is increased, and either all of the nominees for Director or the
size of the increased Board of Directors are not publicly announced or disclosed
by the Corporation at least 70 days prior to the first anniversary of the
preceding year's annual meeting, then a Stockholder Notice shall also be
considered timely hereunder, but only with respect to nominees for any new
positions created by such increase, if it is delivered to the Secretary of the
Corporation at the principal executive office of the Corporation not later than
the close of business on the 10th day following the first date all of such
nominees or the size of the increased Board of Directors shall have been
publicly announced or disclosed.
(c) No business other than that stated in the notice shall be
transacted at any special meeting. In the event the Corporation calls a special
meeting of stockholders for the purpose of electing one or more Directors to the
Board of Directors, any stockholder may nominate a person or persons (as the
case may be), for election to such position(s) as specified in the Corporation's
notice of meeting, if the Stockholder Notice required by clause (b) of this
Section 1.11 is delivered to the Secretary of the Corporation at the principal
executive office of the Corporation not later than the close of business on the
10th day following the day on which the date of the special meeting and the
nominees proposed by the Board of Directors to be elected at such meeting are
publicly announced or disclosed.
(d) For purposes of this Section 1.11, a matter shall be deemed to have
been "publicly announced or disclosed" if such matter is disclosed 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.
(e) In no event shall the adjournment of an annual meeting, or any
announcement thereof, commence a new period for the giving of notice as provided
in this Section 1.11. This Section 1.11 shall not apply to stockholder proposals
made pursuant to Rule 14a-8 under the Exchange Act.
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(f) The person presiding at any meeting of stockholders, in addition to
making any other determinations that may be appropriate to the conduct of the
meeting, shall have the power and duty to determine whether notice of nominees
and other matters proposed to be brought before a meeting has been duly given in
the manner provided in this Section 1.11 and, if not so given, shall direct and
declare at the meeting that such nominees and other matters shall not be
considered.
ARTICLE II
BOARD OF DIRECTORS
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Section 2.1. Function of Directors. The business and affairs of the
Corporation shall be conducted and managed by the Board of Directors. All powers
of the Corporation shall be exercised by the Board of Directors except as
conferred on or reserved to the stockholders by statute.
Section 2.2. Number of Directors. The Board of Directors shall consist
of not less than three and not more than 20 Directors, as may be determined from
time to time by vote of a majority of the Directors then in office.
Section 2.3. Vacancies. In the case of any vacancy in the Board of
Directors through death, resignation or other cause, other than an increase in
the number of Directors, a majority of the remaining Directors, even if a
majority is less than a quorum, by an affirmative vote, may elect a successor to
hold office until the next annual meeting of stockholders or until his successor
is chosen and qualifies if, immediately after filling any such vacancy, at least
two-thirds of the Directors then holding office shall have been elected to such
office by the holders of outstanding voting securities of the Corporation.
If at any time the number of Directors elected by holders of
outstanding voting securities of the Corporation is less than a majority of the
members of the Board of Directors, the Board of Directors or proper Officer of
the Corporation shall forthwith cause to be held as promptly as possible and in
any event within 60 days a meeting of such holders for the purpose of electing
Directors to fill any existing vacancies in the Board of Directors, unless the
Securities and Exchange Commission shall by order extend such period.
Section 2.4. Increase or Decrease in Number of Directors. The Board of
Directors, by the vote of a majority of the entire Board, may increase the
number of Directors and may elect Directors to fill the vacancies created by any
such increase in the number of Directors until the next annual meeting or until
their successors are duly chosen and qualified if, immediately after filling any
such vacancies, at least two-thirds of the Directors then holding office shall
have been elected to such office by the holders of
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outstanding voting securities of the Corporation. The Board of Directors, by the
vote of a majority of the entire Board, may likewise decrease the number of
Directors to a number not less than three.
Section 2.5. Place of Meeting. The Directors may hold their meetings
within or outside the State of Maryland, at any office or offices of the
Corporation or at any other place as they may from time to time determine.
Section 2.6. Regular Meetings. Regular meetings of the Board of
Directors shall be held at such time and on such notice as the Directors may
from time to time determine.
The annual meeting of the Board of Directors shall be held as soon as
practicable after the annual meeting of the stockholders for the election of
Directors or, if no such annual meeting is held, within 120 days after the close
of the Corporation s most recently ended fiscal year.
Section 2.7. Special Meetings. Special meetings of the Board of
Directors may be held from time to time upon call of the Chairman of the Board,
the President, the Secretary or two or more of the Directors, by oral or
telegraphic or written notice duly served on or sent or mailed to each Director
not less than one day before such meeting.
Section 2.8. Notices. Unless required by statute or otherwise
determined by resolution of the Board of Directors in accordance with these
Bylaws, notices to Directors need not be in writing and need not state the
business to be transacted at or the purpose of any meeting, and no notice need
be given to any Director who is present in person or to any Director who, before
or after the meeting, signs a waiver of notice which is filed with the records
of the meeting. Waivers of notice need not state the purpose or purposes of such
meeting.
Section 2.9. Quorum. One-third of the Directors then in office shall
constitute a quorum for the transaction of business, provided that a quorum
shall in no case be less than two Directors. If at any meeting of the Board of
Directors there shall be less than a quorum present, a majority of those present
may adjourn the meeting from time to time until a quorum shall have been
obtained. The act of the majority of the Directors present at any meeting at
which there is a quorum shall be the act of the Directors, except as may be
otherwise specifically provided by statute or by the Articles of Incorporation
or by these Bylaws.
Section 2.10. Executive Committee. The Board of Directors may appoint
from the Directors an Executive Committee to consist of such number of Directors
(one or more) as the Board may from time to time determine. The Chairman of the
Committee shall be elected by the Board of Directors. The Board of Directors
shall have power at any time to change the members of such Committee and may
fill vacancies in the Committee by election from the Directors. When the Board
of Directors is not in
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session, to the extent permitted by law, the Executive Committee shall have and
may exercise any or all of the powers of the Board of Directors in the
management and conduct of the business and affairs of the Corporation. The
Executive Committee may fix its own rules of procedure and may meet when and as
provided by such rules or by resolution of the Board of Directors, but in every
case the presence of a majority shall be necessary to constitute a quorum.
During the absence of a member of the Executive Committee, the remaining members
may appoint a member of the Board of Directors to act in his place.
Section 2.11. Other Committees. The Board of Directors may appoint from
the Directors other committees which shall in each case consist of such number
of Directors (not less than two) and, to the extent permitted by law, shall have
and may exercise such powers as the Board may determine in the resolution
appointing them. A majority of all the members of any such committee may
determine its actions and fix the time and place of its meetings, unless the
Board of Directors shall otherwise provide. The Board of Directors shall have
power at any time to change the members or powers of any such committee, to fill
vacancies and to discharge any such committee.
Section 2.12. Telephone Meetings. Members of the Board of Directors or
a committee of the Board of Directors may participate in a meeting by means of a
conference telephone or similar communications equipment if all persons
participating in the meeting can hear each other at the same time. Participation
in a meeting by these means, subject to the provisions of the 1940 Act,
constitutes presence in person at the meeting.
Section 2.13. Action Without a Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or any committee
thereof may be taken without a meeting, if a written consent to such action is
signed by all members of the Board or of such committee, as the case may be, and
such written consent is filed with the minutes of the proceedings of the Board
or such committee.
Section 2.14. Compensation of Directors. No Director shall receive any
stated salary or fees from the Corporation for his services as such if such
Director is, otherwise than by reason of his being such Director, an "interested
person" (as such term is defined by the 1940 Act) of the Corporation or of its
investment adviser or principal underwriter. Except as provided in the preceding
sentence, Directors shall be entitled to receive such compensation from the
Corporation for their services as may from time to time be approved by the Board
of Directors.
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ARTICLE III
OFFICERS
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Section 3.1. Executive Officers. The executive officers of the
Corporation shall be chosen by the Board of Directors. These may include a
Chairman of the Board of Directors (who shall be a Director) and shall include a
President, a Secretary and a Treasurer. The Board of Directors or the Executive
Committee may also in its discretion appoint one or more Vice-Presidents,
Assistant Secretaries, Assistant Treasurers and other officers, agents and
employees, who shall have such authority and perform such duties as the Board of
Directors or the Executive Committee may determine. The Board of Directors may
fill any vacancy which may occur in any office. Any two 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,
if such instrument is required by law or these Bylaws to be executed,
acknowledged or verified by two or more officers.
Section 3.2. Term of Office. The term of office of all officers shall
be one year and until their respective successors are elected and qualified. Any
officer may be removed from office at any time with or without cause by the vote
of a majority of the whole Board of Directors. Any officer may resign his office
at any time by delivering a written resignation to the Corporation and, unless
otherwise specified therein, such resignation shall take effect upon delivery.
Section 3.3. Powers and Duties. The officers of the Corporation shall
have such powers and duties as shall be stated in a resolution of the Board of
Directors, or the Executive Committee and, to the extent not so stated, as
generally pertain to their respective offices, subject to the control of the
Board of Directors and the Executive Committee.
Section 3.4. Surety Bonds. The Board of Directors may require any
officer or agent of the Corporation to execute a bond (including, without
limitation, any bond required by the 1940 Act and the rules and regulations of
the Securities and Exchange Commission) to the Corporation in such sum and with
such surety or sureties as the Board of Directors may determine, conditioned
upon the faithful performance of his duties to the Corporation, including
responsibility for negligence and for the accounting of any of the Corporation's
property, funds or securities that may come into his hands.
ARTICLE IV
CAPITAL STOCK
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Section 4.1. Certificates of Stock. The shares of stock of the
Corporation shall be issued in uncertificated form only.
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Section 4.2. Transfers of Shares. Transfers of shares of stock of the
Corporation shall be made on the stock records of the Corporation only by the
registered holder thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary or with a transfer agent or
transfer clerk, and only if all taxes have been paid in respect of such shares.
Except as otherwise provided by law, the Corporation shall be entitled to
recognize the exclusive rights of a person in whose name any share or shares
stand on the record of Stockholders as the owner of such share or shares for all
purposes, including, without limitation, the rights to receive dividends or
other distributions, and to vote as such owner, and the Corporation shall not be
bound to recognize any equitable or legal claim to or interest in any such share
or shares on the part of any other person.
Section 4.3. Stock Ledgers. The stock ledgers of the Corporation,
containing the names and addresses of the stockholders and the number of shares
held by them respectively, shall be kept at the principal office of the
Corporation or, if the Corporation employs a transfer agent, at the offices of
such transfer agent or subagent of the Corporation.
Section 4.4. Transfer Agents and Registrars. The Board of Directors may
from time to time appoint or remove transfer agents and/or registrars of
transfers of shares of stock of the Corporation, and it may appoint the same
person as both transfer agent and registrar.
ARTICLE V
CORPORATE SEAL; LOCATION OF
OFFICES; BOOKS; NET ASSET VALUE
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Section 5.1. Corporate Seal. The Board of Directors may provide for a
suitable corporate seal, in such form and bearing such inscriptions as it may
determine. Any officer or Director shall have the authority to affix the
corporate seal. If the Corporation is required to place its corporate seal to a
document, subject to applicable law, it shall be sufficient to place the word
"(seal)" adjacent to the signature of the person authorized to sign the document
on behalf of the Corporation.
Section 5.2. Location of Offices. The Corporation shall have a
principal office in the State of Maryland. The Corporation may, in addition,
establish and maintain such other offices as the Board of Directors or any
officer may, from time to time, determine.
Section 5.3. Books and Records. The books and records of the
Corporation shall be kept at the places, within or outside the State of
Maryland, as the Board of Directors or any officer may
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determine; provided, however, that the original or a certified copy of the
Bylaws, including any amendments to them, shall be kept at the Corporation's
principal office.
Section 5.4. Annual Statement of Affairs. The President or any other
executive officer of the Corporation shall prepare annually a full and correct
statement of the affairs of the Corporation, to include a balance sheet and a
financial statement of operations for the preceding fiscal year. The statement
of affairs shall be submitted at any annual meeting of stockholders of the
Corporation and shall be placed on file at the Corporation s principal office
within 20 days after such annual meeting. In the event the Corporation is not
required to hold an annual meeting of stockholders, the statement of affairs
shall be placed on file at the principal office of the Corporation within 120
days after the end of the Corporation's fiscal year to which the statement
relates.
Section 5.5. Net Asset Value. Subject to any requirements of the
Corporation's Articles of Incorporation, the value of the Corporation's net
assets shall be determined at such times and by such method as shall be
established from time to time by the Board of Directors.
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ARTICLE VI
FISCAL YEAR AND ACCOUNTANT
Section 6.1. Fiscal Year. The fiscal year of the Corporation, unless
otherwise fixed by resolution of the Board of Directors, shall begin on the
first day of January and shall end on the last of December in each year.
Section 6.2. Accountant. The Corporation shall employ an independent
public accountant or a firm of independent public accountants as its Accountant
to examine the accounts of the Corporation and to sign and certify financial
statements filed by the Corporation. The employment of the Accountant shall be
conditioned upon the right of the Corporation to terminate the employment
forthwith without any penalty by vote of a majority of the outstanding voting
securities at any stockholders meeting called for that purpose.
ARTICLE VII
INDEMNIFICATION AND INSURANCE
Section 7.1. Indemnification and Advancement of Expenses. The
Corporation shall indemnify any person who is or was a Director, officer or
employee of the Corporation and may advance the reasonable expenses incurred by
a Director, officer or employee who is a party to a proceeding to the maximum
extent permitted by the Maryland General Corporation Law. No amendment of this
Article VII shall impair the rights of any person arising at any time with
respect to events occurring prior to such amendment. The rights of
indemnification and advancement of expenses provided in this Article VII shall
neither be exclusive of, nor be deemed in limitation of, any right to which any
person may otherwise be entitled or permitted by contract or otherwise.
Section 7.2. Limitations. Notwithstanding anything in Section 7.1 to
the contrary, no Director, officer or employee of the Corporation shall be
indemnified against any liability to the Corporation or its stockholders to
which he is subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office. In the case of criminal proceedings, no Director, officer or employee
shall be indemnified for any penalty or expense incurred by the Director,
officer or employee in connection with such proceedings in circumstances where
the Director, officer or employee had reasonable cause to believe that the act
or omission was unlawful.
Section 7.3. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a Director, officer, or employee
of the Corporation or who, while a Director,
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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 foreign or domestic corporation, partnership, joint venture, trust or
other enterprise 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 power to indemnify such person against such
liability.
ARTICLE VIII
AMENDMENT OF BYLAWS
The Bylaws of the Corporation may be altered, amended, added to or
repealed only by a majority of the entire Board of Directors.
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