As filed with the Securities and Exchange Commission on October 7, 1998
Investment Company Act No. 811-05976
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U.S. SECURITIES AND EXCHANGE COMMISSION,
Washington, D.C. 20549
FORM N-2
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 8
SELIGMAN SELECT MUNICIPAL FUND, INC.
Exact Name of Registrant as Specified in Charter
100 Park Avenue, New York, New York 10017
Address of Principal Executive Offices (Number, Street, City, State, Zip Code)
(212) 850-1864 or (800) 221-2450
Registrant's Telephone Number, including Area Code
Frank J. Nasta, Esq.
J. & W. Seligman & Co. Incorporated
100 Park Avenue
New York, New York 10017
Name and Address (Number, Street, City, State, Zip Code) of Agent for Service
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EXPLANATORY NOTE
This filing is being made for the sole purpose of filing as an Exhibit, the
amended By-Laws of Seligman Select Municipal Fund, Inc.
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PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
The Registrant's By-Laws, as amended through July 16, 1998, are filed
herewith as Exhibit 2.b.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this amendment to its Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, State of New York, on the 7th day of October, 1998.
SELIGMAN SELECT MUNICPAL FUND, INC.
(Registrant)
By: /s/Thomas G. Moles
Thomas G. Moles, President
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EXHIBIT INDEX
Exhibit No. Description
2.b. Registrant's Amended By-Laws
Exhibit 2.b.
BY-LAWS
of
SELIGMAN SELECT MUNICIPAL FUND, INC.
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TABLE OF CONTENTS
Page
ARTICLE I STOCKHOLDERS.................................................1
Section 1.1. Place of Meetings............................................1
Section 1.2. Annual Meetings..............................................1
Section 1.3. Special Meetings.............................................1
Section 1.4. Notice of Meetings of Stockholders...........................1
Section 1.5. Record Dates.................................................2
Section 1.6. Quorum; Adjournment of Meetings..............................2
Section 1.7. Voting and Inspectors........................................2
Section 1.8. Conduct of Stockholders' Meetings............................3
Section 1.9. Concerning Validity of Proxies, Ballots, etc.................3
Section 1.10. Action Without Meeting.......................................3
Section 1.11 Advance Notice of Stockholder Nominees for
Director and Other Stockholder Proposals....................3
ARTICLE II BOARD OF DIRECTORS...........................................5
Section 2.1. Function of Directors........................................5
Section 2.2. Number, Classification and Tenure of Office..................6
Section 2.3. Vacancies....................................................6
Section 2.4. Increase or Decrease in Number of Directors..................6
Section 2.5. Place of Meeting.............................................6
Section 2.6. Regular Meetings.............................................6
Section 2.7. Special Meetings.............................................7
Section 2.8. Notices......................................................7
Section 2.9. Quorum.......................................................7
Section 2.10. Executive Committee..........................................7
Section 2.11. Other Committees.............................................7
Section 2.12. Telephone Meetings...........................................8
Section 2.13. Action Without a Meeting.....................................8
Section 2.14. Compensation of Directors....................................8
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Page
ARTICLE III OFFICERS.....................................................8
Section 3.1. Executive Officers...........................................8
Section 3.2. Term of Office...............................................8
Section 3.3. Powers and Duties............................................9
Section 3.4. Surety Bonds.................................................9
ARTICLE IV CAPITAL STOCK................................................9
Section 4.1. Issuance of Shares...........................................9
Section 4.2. Transfer of Shares...........................................9
Section 4.3. Stock Ledgers................................................9
Section 4.4. Transfer Agents and Registrars...............................9
ARTICLE V CORPORATE SEAL; LOCATION OF OFFICES; BOOKS;
NET ASSET VALUE.............................................10
Section 5.1. Corporate Seal..............................................10
Section 5.2. Location of Offices.........................................10
Section 5.3. Books and Records...........................................10
Section 5.4. Annual Statement of Affairs.................................10
Section 5.5. Net Asset Value.............................................10
ARTICLE VI FISCAL YEAR AND ACCOUNTANT..................................11
Section 6.1. Fiscal Year ................................................11
Section 6.2. Accountant..................................................11
ARTICLE VII INDEMNIFICATION AND INSURANCE...............................11
Section 7.1. Indemnification and Advancement of Expenses.................11
Section 7.2. Limitations.................................................11
Section 7.3. Insurance...................................................11
ARTICLE VIII ACTIONS TO ELIMINATE DISCOUNT...............................12
ARTICLE IX AMENDMENT OF BY-LAWS........................................12
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SELIGMAN SELECT MUNICIPAL FUND, INC.
BY-LAWS
ARTICLE I
Stockholders
SECTION 1.1. Place of Meeting. All meetings of the stockholders should 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 By-Laws.
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 25% 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 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 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 a majority 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. 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. At all meetings, stockholders of
record entitled to vote thereat shall have one vote for each share of stock
standing in his name on the books of the Corporation (and such stockholders of
record holding fractional shares, if any, shall have proportionate voting
rights) on the date for the determination of stockholders entitled to vote at
such meeting, either in person or by proxy appointed by instrument in writing
subscribed by such stockholder or his duly authorized attorney.
All elections shall be had and all questions 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 the 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.
(b) For any matter to be properly 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
Certificate 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 nor 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 Investment Company Act of 1940, as amended) 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
and class of all 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, such stockholder's
name and address; 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. 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, the text of the proposal to be presented and a brief written statement
of the reasons why such stockholder favors the proposal and setting forth such
stockholder's name and address, the number and class of all shares of each class
of stock of the Corporation owned of record and beneficially by such
stockholder, if applicable, any material interest of such stockholder in the
matter proposed (other than as a stockholder) and, in 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, 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 shall be 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
stockholder 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 hereof shall be 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 of the nominees proposed by the Board of Directors to be elected at
such meeting is 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.
(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
SECTION 2.1. Function of Directors. The business and affairs of the
Corporation shall be conducted and managed by a 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, Classification and Tenure of Office. The Board of
Directors shall consist of not less than three nor more than 20 Directors, as
may be determined from time to time by vote of a majority of the Directors then
in office. Directors or nominees for election as directors are required to be
stockholders.
The Directors shall be divided into three classes, each class consisting
as nearly as possible of one-third of the entire Board of Directors and each
class to hold office for the term of three years, so that the term of office of
one class of Directors shall expire in each year, but each Director, of whatever
class and whenever elected, shall hold office until his or her successor shall
have been elected and shall qualify, or until his or her death, or until he or
she shall resign or shall have been removed in the manner provided in the
Corporation's Articles of Incorporation.
The Board of Directors, may reallocate Directors to one or more classes,
in such manner that after such allocation, each class shall consist as nearly as
possible of one-third the entire Board of Directors.
SECTION 2.3. Vacancies. In 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, although 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.
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. 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. In case of any increase in the number
of Directors, the increased number shall be allocated to one or more classes in
such manner that after such increase each class shall consist as nearly as
possible of one-fifth of the entire Board of Directors. In the case of any
decrease in the number of Directors, the decreased number shall be taken from
one or more classes in such manner that after any such decrease each such class
shall consist as nearly as possible of one-fifth of the entire Board of
Directors.
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
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 (not
less than two) 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 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 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 action 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 and
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 voted by the Board of
Directors.
ARTICLE III
Officers
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 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 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, fund
or securities that may come into his hands.
ARTICLE IV
Capital Stock
SECTION 4.1. Issuance of Shares. Shares shall be issued without
certificates. At the time of issuance or transfer of shares, the Corporation
shall send the stockholder a written statement identifying: (1) the Corporation
as the issuer of the stock; (2) the shareholder to whom the stock is issued and
such stockholder's address and taxpayer identification number; (3) the class of
stock and the number of shares of stock issued or transferred; and (4) the date
of such transaction.
SECTION 4.2. Transfer of Shares. Shares of the corporation shall be
transferable on the books of the Corporation by the holder thereof in person or
by his duly authorized attorney of legal representative, upon surrender and
cancellation of certificates, if any, for the same number of shares, duly
endorsed or accompanied by proper instruments of assignment and transfer, with
such proof of the authenticity of the signature as the Corporation or its agents
may reasonably require; in the case of shares not represented by certificates,
the same or similar requirements may be imposed by the Board of Directors.
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.
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ARTICLE V
Corporate Seal; Location of
Offices; Books; Net Asset Value
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, 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
directors or any officer may 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 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.
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 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 or officer of the Corporation shall be indemnified against
any liability to the Corporation or its stockholders to which he would otherwise
be subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office.
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, 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
Actions to Eliminate Discount
If for a fiscal quarter during or after the fifth year following the
consummation of the initial public offering of shares of the Corporation, the
average discount from net asset value at which shares of the Corporation trade
is substantial, as determined by the Board of Directors, the Board of Directors
shall consider, at its next regularly scheduled meeting, taking various actions
designed to eliminate the discount, including, but not limited to, periodic
repurchases of shares.
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ARTICLE IX
Amendment of By-laws
The Board of Directors shall have the power to make, alter and repeal the
Bylaws of the Corporation.
