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Exhibit 3.2
BYLAWS
of
HOMESIDE MORTGAGE SECURITIES, INC.
Formerly Known As: BancBoston Mortgage Securities, Inc.
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BY-LAWS
OF
BANCBOSTON MORTGAGE SECURITIES, INC.
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE. The registered office shall be
established and maintained at the office of The Prentice-Hall Corporation
System, Inc. at 229 South State Street, in the City of Dover, County of Kent,
State of Delaware 19902, and said corporation shall be the registered agent of
the Corporation in charge thereof.
SECTION 2. OTHER OFFICES. The Corporation may have other offices,
either within or without the State of Delaware, at such place or places as the
Board of Directors (sometimes hereinafter referred to as the "Board") may from
time to time appoint or the business of the Corporation may require.
ARTICLE II
MEETING OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. Annual meetings of stockholders for the
election of directors and for such other business as may be stated in the notice
of the meeting, shall be held at such place, either within or without the State
of Delaware, and at such time and date as the Board of Directors, by resolution,
shall determine and as set forth in the notice of the meeting. In the event the
Board of Directors fails so to determine the time, date and place of meeting,
the annual meeting of stockholders shall be held at the registered office of the
Corporation on the first Tuesday in April at 10:00 a.m.
If the date of the annual meeting shall fall upon a legal holiday,
the meeting shall be held on the next business day. At each annual meeting, the
stockholders entitled to vote shall elect a Board of Directors and they may
transact such other corporate business as shall be stated in the notice of the
meeting.
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SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders
for any purpose or purposes may be called by the Chairman of the Board, if any,
President or Secretary, or by resolution of the Board of Directors.
SECTION 3. VOTING. Each stockholder entitled to vote in accordance
with the terms of the Certificate of Incorporation and in accordance with the
provisions of these By-Laws shall be entitled to one vote, in person or by
proxy, for each share of stock entitled to vote held by such stockholder, but no
proxy shall be voted after three years from its date unless such proxy provides
for a longer period. Upon the demand of any stockholder, the vote for directors
and the vote upon any question before the meeting, shall be by ballot. All
elections for directors shall be decided by plurality vote; all other questions
shall be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of the State of Delaware.
A complete list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order, with the address of each, and the number of
shares held by each, shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the meeting and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is entitled to be present.
SECTION 4. QUORUM. Except as otherwise required by law, by the
Certificate of Incorporation or by these By-Laws, the presence, in person or by
proxy, of stockholders holding a majority of the stock of the corporation
entitled to vote shall constitute a quorum at all meetings of the stockholders.
In case a quorum shall not be present at any meeting, a majority in interest of
the stockholders entitled to vote thereat, present in person or by proxy, shall
have the 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 shall be present. At any such adjourned meeting at which the requisite
amount of stock entitled to vote shall be represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed; but only those stockholders entitled to vote at the meeting as
originally noticed shall be entitled to vote at any adjournment or adjournments
thereof.
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SECTION 5. NOTICE OF MEETINGS. Written notice, stating the place,
date and time of the meeting, and the general nature of the business to be
considered, shall be given to each stockholder entitled to vote thereat at his
address as it appears on the records of the corporation, not less than ten nor
more than sixty days before the date of the meeting. No business other than that
stated in the notice shall be transacted at any meeting without the unanimous
consent of all the stockholders entitled to vote thereat.
SECTION 6. ACTION WITHOUT MEETING. Unless otherwise provided by the
Certificate of Incorporation, any action required to be taken at any annual or
special meeting of stockholders, or any action which may be taken at any annual
or special meeting, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. Prompt notice of the taking of the corporation action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing.
ARTICLE III
DIRECTORS
SECTION 1. NUMBER AND TERM. Directors shall be elected at the annual
meeting of stockholders and each director shall be elected to serve until his
successor shall be elected and shall qualify. The number of directors shall be
as fixed at a number no less than three (3) by an affirmative vote of a majority
in interest of the stockholders, at the annual meeting or at a special meeting
called for that purpose, and by like vote the additional directors may be chosen
at such meeting to hold office until the next annual election and until their
successors are elected and qualify. A director need not be a stockholder.
SECTION 2. REGISTRATIONS. Any director, member of a committee or
other officer may resign at any time. Such resignation shall be made in writing,
and shall take effect at the time specified therein, and if no time be
specified, at the time of its receipt by the Chairman of the Board, if any,
President or Secretary, the acceptance of a resignation shall not be necessary
to make it effective.
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SECTION 3. VACANCIES. If the office of any director, member of a
committee or other officer becomes vacant, the remaining directors in office,
though less than a quorum, by a majority vote, may appoint any qualified person
to fill such vacancy, who shall hold office for the unexpired term and until his
successor shall be duly chosen and qualified. If the office of any director
becomes vacant and there are no remaining directors, the stockholders, by the
affirmative vote of the holders of a majority of all the shares of stock
outstanding and entitled to vote, at a special meeting called for such purpose,
may appoint any qualified person to fill such vacancy.
SECTION 4. REMOVAL. Except as hereinafter provided, any director or
directors may be removed either for or without cause at any time by the
affirmative vote of the holders of a majority of all the shares of stock
outstanding and entitled to vote for the election of directors, at an annual
meeting or at a special meeting of the stockholders called for the purpose and
the vacancies thus created may be filled, at the meeting held for the purpose of
removal, by the affirmative vote of a majority in interest of the stockholders
entitled to vote.
SECTION 5. POWERS. The Board of Directors shall exercise all of the
powers of the Corporation except such as are by law, or by the Certificate of
Incorporation of the corporation or by these By-Laws conferred upon or reserved
to the stockholders and with such limitations as are specified in the
Certificate of Incorporation.
SECTION 6. MEETINGS. The newly elected directors may hold their
first meeting for the purpose of organization and the transaction of business,
if a quorum be present, immediately after the annual meeting of the
stockholders; or the time and place of such meeting may be fixed by consent in
writing of all the directors.
Except as otherwise provided herein, regular meetings of the
directors may be held without notice at such places and times as shall be
determined from time to time by resolution of the directors.
Not less than two days' written notice shall be given for any
regular or special meeting of the board relating to the issuance of stock of the
Corporation, the removal of any member of the Executive Committee or the
alteration or repeal of this provision.
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Special meetings of the board may be called by the Chairman of the
Board, if any, President or by the Secretary on the written request of any
director on at least two days' notice to each director (except that notice to
any director may be waived in writing by such director) and shall be held at
such place or places as may be determined by the directors, or shall be stated
in the call of the meeting.
Notice of the time and place of any regular meeting which requires
the giving of notice or each special meeting shall be sent to each member of the
Board of Directors by telex, cable or facsimile transmission, addressed to him
at his address as it appears on the records of the Corporation, or delivered to
him personally, at least two days before the day on which the meeting is to be
held.
Unless otherwise restricted by the Certificate of Incorporation or
by these By-Laws, member of the Board of Directors, or any committee designated
by the Board of Directors, may participate in a meeting of the Board of
Directors, or any committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.
SECTION 7. QUORUM. A majority of the directors shall constitute a
quorum for the transaction of business. 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 is obtained, and no further notice
thereof need by given other than by announcement a the meeting which shall be so
adjourned. The vote of the majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors unless the
Certificate of Incorporation or these By-Laws shall require the vote of a
greater number.
SECTION 8. COMPENSATION. Directors shall not receive any stated
salary for their services as directors or as members of committees, but by
resolution of the Board a fixed fee and expenses of attendance may be allowed
for attendance at each meeting. Nothing herein contained shall be construed to
preclude any director from serving the corporation in any other capacity as an
officer, agent or otherwise, and receiving compensation therefor.
SECTION 9. ACTION WITHOUT MEETING. Any action required or permitted
to be taken at any meeting of the Board of Directors, or of any committee
thereof, may be taken
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without a meeting, if prior to such action a written consent thereto 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 proceedings of the Board or such
committee.
ARTICLE IV
EXECUTIVE, FINANCE AND OTHER COMMITTEES
SECTION 1. DESIGNATION, TERM OF OFFICE AND QUALIFICATIONS. The Board
of Directors may in its discretion, by a resolution duly adopted by a majority
of the whole Board, designate an Executive Committee consisting of one or more
Directors and may in its discretion, by a resolution duly adopted by a majority
of the whole Board, designate a Finance Committee consisting of one or more
Directors. Each member of the Executive Committee or Finance Committee shall
continue in office until his successor shall be designated, or until he shall
cease to be a director, or until his death, resignation or removal, or until the
dissolution of the Executive Committee or Finance Committee, as the case may be,
in the manner provided in Section 3 of this Article IV.
SECTION 2. POWERS. Except as may be provided by law or by the
resolution of designation, the Executive Committee, if designated, shall have
and may exercise all of the powers of the Board of Directors in the management
of the business and affairs of the corporation, expressly including the power to
declare a dividend or to authorize the issuance of stock, and including without
limitation all powers expressly conferred on the Board of Directors by these
By-Laws, and shall have power to authorize the seal of the Corporation to be
affixed to all papers which may require it. Except as may be provided by law or
by the resolution of designation, the Finance Committee, if designated, shall
have and may exercise all of the powers of the Board of Directors in the
management of the financial affairs of the Corporation, expressly including the
power to fix and determine the terms and conditions of any series of bonds
issued by the Corporation and to take any other action deemed necessary in
connection with the authorization, execution, authentication and delivery of any
series of Bonds, and shall have the power to authorize the seal of the
Corporation to be affixed to all papers which may require it. Notwithstanding
the foregoing, neither the Executive Committee nor the Finance Committee shall
have power to amend the Certificate of Incorporation, to adopt an agreement of
merger or consolidation, to recommend to the stockholders the sale, lease or
exchange of all, or
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substantially all of the Corporation's property and assets, or to recommend to
the stockholders a dissolution of the Corporation or a revocation of a
dissolution.
SECTION 3. RESIGNATION, REMOVAL OR DISSOLUTION. Any member of the
Executive Committee or finance Committee may resign at any time by giving
written notice to the Chairman of the Board, if any, President or the Secretary.
Unless otherwise specified therein, such resignation shall take effect on
receipt thereof. Any member of the Executive Committee or Finance Committee may
be removed at the time, either with or without cause, by a majority vote of the
Directors then in office, given at any meeting of the Board of Directors called
for that purpose. The Board of Directors may, by a resolution duly adopted at
any meeting, dissolve the Executive Committee or the Finance Committee.
SECTION 4. VACANCIES. If any vacancy shall occur in the Executive
Committee or the Finance Committee by reason of death, resignation, removal or
otherwise, such vacancy may be filled at any meeting of the Board of Directors
or may be filled until the next meeting of the Board of Directors by the
remaining members, if any, of the Executive Committee or the Finance Committee,
as the case may be, whether or not he or they constitute a quorum.
SECTION 5. MEETINGS OF THE EXECUTIVE COMMITTEE. The Executive
Committee may provide for the holding of regular meetings at such times and
places (within or without the State of Delaware) as it may from time to time
determine by resolution duly adopted at any meeting of the Executive Committee.
A special meeting of the Executive Committee may be called at any time by the
Chairman of the Board, if any, President or by any two members of the Executive
Committee. Except as otherwise provided herein, no notice of any special or
regular meeting need be given. Not less than two days' written notice shall be
given for any regular or special meeting of the Executive Committee relating to
the issuance of stock of the Corporation or the alteration or repeal of this
provision. Notice of the time and place of each regular or special meeting which
requires the giving of notice shall be sent to each member of the Executive
Committee by telex, cable or facsimile transmission, addressed to him at his
address as it appears on the records of the Corporation, or delivered to him
personally, at least two days before the day on which the meeting is to be held.
Any member of the Executive Committee may participate in a meeting of the
Executive Committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in a meeting by such means shall constitute presence
in person at such meeting
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with the meaning of Section 6 of this Article IV, or for any other purpose. The
Executive Committee shall keep minutes of its proceedings and shall report the
same to the meeting of the Board of Directors held next after such proceedings
are taken. The Executive Committee may adopt such rules and regulations for the
conduct of its meetings as it may deem proper, not inconsistent with law, the
Certificate of Incorporation of the By-Laws.
SECTION 6. QUORUM. At all meetings of the Executive Committee or the
Finance Committee the presence in person of one-third of the members of the
Executive Committee or the Finance Committee, as the case may be, shall be
necessary and sufficient to constitute a quorum for the transaction of business,
and, except as otherwise provided by law, by the Certificate of Incorporation or
by these By-Laws, if a quorum shall be present, the act of a majority of the
members present shall be the act of the Executive Committee or the Finance
Committee, as the case may be. In the absence of a quorum, a majority of the
members present without notice other than by announcement at the meeting, may
adjourn the meeting from time to time, for a period of not more than thirty days
at any one time, until a quorum shall be present.
SECTION 7. OTHER COMMITTEES. The Board of Directors may in its
discretion, by a resolution duly adopted by a majority of the whole Board,
designate such other committees as it may deem advisable. Each such committee
shall consist of such number of Directors as may be so designated, and shall
have and may exercise such powers, and shall perform such duties, as may be
delegated to it by resolution of the Board of Directors. The Board of Directors
shall have power at any time to remove any member of any such committee, with or
without cause, and to fill vacancies in and to dissolve any such committee.
SECTION 8. TEMPORARY COMMITTEE MEMBERS. In the absence or
disqualification of any member of any committee created pursuant to this Article
IV, the member or members thereof present at the meeting and not disqualified
from voting, whether or not he or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in the
place of any absent or disqualified member.
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ARTICLE V
OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall be a
Chairman of the Board, if any, a President, one or more Vice Presidents, if any,
a Treasurer and a Secretary, all of whom shall be elected by the Board of
Directors and shall hold office until their successors are elected and
qualified. In addition, the Board of Directors may elect such Assistant Vice
Presidents, Assistant Secretaries and Assistant Treasurers as they may deem
proper. The Board of Directors may appoint such other officers and agents as it
may deem advisable, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors.
SECTION 2. CHAIRMAN OF THE BOARD. The Chairman of the Board shall
preside at all meetings of the stockholders or the Board of Directors and shall
have the general powers and duties of supervision and management usually vested
in the office of chief executive officer of a corporation. Except as the Board
of Directors shall authorize execution thereof in some other manner, he shall
execute bonds, mortgages and other contracts on behalf of the Corporation, and
shall cause the seal to be affixed to any instrument requiring it and when so
affixed the seal shall be attested by the signature of the Secretary or the
Treasurer or an Assistant Secretary or an Assistant Treasurer.
SECTION 3. PRESIDENT. The President shall be the chief operating
officer of the Corporation and, subject to the control of the Board of
Directors, shall exercise general and active supervision over and management of
the property, affairs and business of the Corporation and shall authorize other
officers of the Corporation to exercise such powers as he, in his discretion,
may deem to be in the best interests of the Corporation. The President shall
preside at meetings of stockholders and the Board of Directors in the absence or
non-election of the Chairman of the Board. The President shall, in general,
perform all duties incident to the office of President and shall have such other
duties as the Board of Directors may from time to time prescribe.
SECTION 4. VICE-PRESIDENT. The Vice President, or Vice Presidents,
if any, shall have such duties as the Board of Directors, the President, or the
By-Laws may from time to time prescribe.
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SECTION 5. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the Corporation. He shall
deposit all moneys and other valuables in the name and to the credit of the
Corporation in such depositaries as may be designated by the Board of Directors.
He shall disburse the funds of the Corporation as may be ordered by the Board of
Directors, or the President, taking proper vouchers for such disbursements. He
shall render to the President and Board of Directors at the regular meetings of
the Board of Directors, or whenever they may request it, an account of all his
transactions as Treasurer and of the financial condition of the Corporation.
SECTION 6. SECRETARY. The Secretary shall give, or cause to be
given, notice of all meetings of stockholders and Directors, and all other
notices required by law or by these By-Laws, and in case of his absence or
refusal or neglect so to do, any such notice may be given by any person
thereunto directed by the President, or by the Directors, or stockholders, upon
whose request the meeting is called as provided in these By-Laws. He shall
record all the proceedings of the meetings of the Board of Directors, any
committees thereof any the stockholders of the Corporation in a book to be kept
for that purpose, and shall perform such other duties as may be assigned to him
by the Directors or the President. He shall have the custody of the seal of the
Corporation and shall affix the same to all instruments requiring it, when
authorized by the Board of Directors or the President, and attest the same.
SECTION 7. ASSISTANT VICE PRESIDENTS, ASSISTANT TREASURERS AND
ASSISTANT SECRETARIES. Assistant Vice Presidents, Assistant Treasurers and
Assistant Secretaries, if any, shall be elected and shall have such powers and
shall perform such duties as shall be assigned to them, respectively, by the
Board of Directors or the President.
ARTICLE VI
MISCELLANEOUS
SECTION 1. CERTIFICATES OF STOCK. A certificate of stock shall be
issued to each stockholder certifying the number of shares owned by such
stockholder in the Corporation.
SECTION 2. LOST CERTIFICATES. A new certificate of stock may be
issued in the place of any certificate therefore issued by the Corporation,
alleged to have been
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lost or destroyed, and the Board of Directors may, in its discretion, require
the owner of the lost or destroyed certificate, or his legal representatives, to
give the Corporation a Bond, in such sum as they may direct, not exceeding
double the value of the stock to indemnify the Corporation against any claim
that may be made against it on account of the alleged loss of any such
certificate, or the issuance of any such new certificate.
SECTION 3. TRANSFER OF SHARES. The shares of stock of the
Corporation shall be transferable only upon its books by the holders thereof in
person or by their duly authorized attorneys or legal representatives, and upon
such transfer the old certificates shall be surrendered to the Corporation by
the delivery thereof to the person in charge of the stock and transfer books and
ledgers, or to such other person as the Directors may designate, by whom they
shall be cancelled, and new certificates shall thereupon be issued. A record
shall be made of each transfer and whenever a transfer shall be made for
collateral security and not absolutely, it shall be so expressed in the entry of
the transfer.
SECTION 4. STOCKHOLDERS RECORD DATE. In order that the Corporation
may determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
SECTION 5. DIVIDENDS. Subject to the provisions of the Certificate
of Incorporation, the Board of Directors may, out of funds legally available
therefor at any regular or special meeting, declare dividends upon the capital
stock of the Corporation as and when they deem expedient. Before declaring any
dividend there may be set apart out of any funds of the Corporation available
for dividends, such sum or sums as the Directors from time to time in their
discretion deem proper for working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
Directors shall deem conducive to the interests of the Corporation.
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SECTION 6. SEAL. The corporate seal of the Corporation shall be in
such form as shall be determined by resolution of the Board of Directors. Said
seal may be used by causing it or a facsimile thereof to be impressed or affixed
or reproduced or otherwise.
SECTION 7. FISCAL YEAR. The fiscal year of the Corporation shall be
determined by resolution of the Board of Directors.
SECTION 8. CHECKS. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by such officer or officers, agent or agents of
the Corporation, and in such manner as shall be determined from time to time by
resolutions of the Board of Directors.
SECTION 9. BORROWING. No loans or advances shall be obtained or
contracted for, by or on behalf of the Corporation and no negotiable paper shall
be issued in its name, unless and except as authorized by the Board of
Directors. Such authorization may be general or confined to specific instances.
Any officer or agent of the Corporation thereunto so authorized may obtain loans
and advances for the Corporation, and for such loans and advances may make,
execute and deliver promissory notes, bonds, or other evidences of indebtedness
of the Corporation. Any officer or agent of the Corporation thereunto so
authorized may pledge, hypothecate or transfer as security for the payment of
any and all loans, advances, indebtedness and liabilities of the Corporation,
any and all stocks, bonds, other securities and other personal property at any
time held by the corporation, and to that end may endorse, assign and deliver
the same and do every act and thing necessary or proper in connection therewith.
SECTION 10. NOTICE AND WAIVER OF NOTICE. Whenever any notice is
required by these By-Laws to be given, personal notice is not meant unless
expressly so stated, and any notice so required shall be deemed to be sufficient
if given by depositing the same in the United States mail, postage prepaid,
addressed to the person entitled thereto at his address as it appears on the
records of the Corporation, and such notice shall be deemed to have been given
on the day of such mailing. Stockholders not entitled to vote shall not be
entitled to receive notice of any meetings except as otherwise provided by law.
Whenever any notice whatever is required to be given under the
provisions of any law, or under the provisions of the Certificate of
Incorporation of the Corporation or
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these By-Laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
ARTICLE VII
INDEMNIFICATION
To the full extent permitted by law, the Corporation shall indemnify
and hold harmless each person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative and whether or not by
or in the right of the Corporation, by reason of the fact that he is or was a
director or officer, or his testator or intestate is or was a director or
officer of the Corporation, or by reason of the fact that he is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another Corporation, partnership, joint venture, trust or other enterprise, of
any type or kind, domestic or foreign, against expenses, including attorneys'
fees, judgments, fines, and amounts paid in settlement, actually and reasonably
incurred as a result of such action, suit or proceeding.
ARTICLE VIII
AMENDMENTS
These By-Laws may be altered or repealed an By-Laws may be made at
any annual meeting of the stockholders or at any special meeting thereof if
notice of the proposed alteration or repeal or By-Law or By-Laws to be made be
contained in the notice of such annual on special meeting, by the affirmative
vote of a majority of the stock issued and outstanding and entitled to vote
thereat, or by the affirmative vote of a majority of the Board of Directors, at
any regular meeting of the Board of Directors, or at any special meeting of the
Board of Directors, if notice of the proposed alteration or repeal, or By-Law or
By-Laws to be made, be contained in the notice of such regular or special
meeting. Notwithstanding the foregoing, in no event may such amended or new
By-Laws or the effect thereof be inconsistent with the limitations specified in
the Certificate of Incorporation.
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