Exhibit (b)
BYLAWS
OF
THE CHACONIA INCOME AND GROWTH FUND, INC.
BYLAW ONE: NAME OF COMPANY, LOCATION OF OFFICES AND SEAL.
Article 1.1 Name. The name of the Company is The Chaconia Income and Growth
Fund, Inc.
Article 1.2 Principal Offices. The principal office of the Company in the
State of Maryland shall be located in Baltimore, Maryland. The Company may, in
addition, establish and maintain such other offices and places of business
within or outside the State of Maryland as the Board of Directors may from time
to time determine.
Article 1.3 Seal. The corporate seal of the Company shall be circular in
form and shall bear the name of the Company, the year of its incorporation and
the words "Corporate Seal, Maryland." The form of the seal shall be subject to
alteration by the Board of Directors and the seal may be used by causing it or a
facsimile to be impressed or affixed or printed or otherwise reproduced. Any
Officer or Director of the Company shall have authority to affix the corporate
seal of the Company to any document requiring the same.
BYLAW TWO: STOCKHOLDERS.
Article 2.1 Place of Meetings. All meetings of the Stockholders shall be
held at such place within the United States, whether within or outside the State
of Maryland, as the Board of Directors shall determine, which shall be stated in
the notice of the meeting or in a duly executed waiver of notice thereof.
Article 2.2 Annual Meeting. Commencing in 1991, the annual meeting of the
Stockholders of the Company shall be held at such place as the Board of
Directors shall select
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on such date, during the 31-day period ending four months after the end of the
Company's fiscal year, as may be fixed by the Board of Directors each year, at
which time the Stockholders shall transact such business as may properly come
before the meeting. Any business of the Company may be transacted at the annual
meeting without being specially designated in the notice except as otherwise
provided by statute, by the Articles of Incorporation or by these Bylaws.
Article 2.3 Special Meetings. Special meetings of the Stockholders for any
purpose or purposes, unless otherwise prescribed by statute or by the Articles
of Incorporation, may be called by resolution of the Board of Directors or by
the President, and shall be called by the Secretary at the request of a majority
of the Board of Directors or at the request, in writing, of Stockholders owning
at least 25% of the votes entitled to be cast at the meeting upon payment by
such Stockholders to the Company of the reasonably estimated cost of preparing
and mailing a notice of the meeting (which estimated cost shall be provided to
such Stockholders by the Secretary of the Company). Notwithstanding the
foregoing, unless requested by Stockholders entitled to cast a majority of the
votes entitled to be cast at the meeting, a special meeting of the Stockholders
need not be called at the request of the Stockholders to consider any matter
that is substantially the same as a matter voted on at any special meeting of
the Stockholders held during the preceding 12 months. A written request shall
state the purpose or purposes of the proposed meeting.
Article 2.4 Notice. Written notice of every meeting of Stockholders,
stating the purpose or purposes for which the meeting is called, the time when
and the place where it is to be held, shall be served, either personally or by
mail, not less than ten nor more than ninety days before the meeting, upon each
Stockholder as of the record date fixed for the meeting
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who is entitled notice of or to vote at such meeting. If mailed (i) such notice
shall be directed to a Stockholder at his address as it shall appear on the
books of the Company (unless he shall have filed with the Transfer Agent of the
Company a written request that notices intended for him be mailed to some other
address, in which case it shall be mailed to the address designated in such
request) and (ii) such notice shall be deemed to have been given as of the date
when it is deposited in the United States mail with first-class postage thereon
prepaid.
Article 2.5 Notice of Stockholder Business. At any annual or special
meeting of the Stockholders, only such business shall be conducted as shall have
been properly brought before the meeting. To be properly brought before an
annual or special meeting, the business must be (i) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors, (ii) otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (iii) otherwise properly brought before
the meeting by a Stockholder.
For business to be properly brought before an annual or special meeting by
a Stockholder, the Stockholder must have given timely notice thereof in writing
to the Secretary of the Company. To be timely, any such notice must be delivered
to or mailed and received at the principal executive offices of the Company not
later than 60 days prior to the date of the meeting; provided, however, that if
less than 70 days notice or prior public disclosure of the date of the meeting
is given or made to Stockholders, any such notice by a Stockholder to be timely
must be so received not later than the close of business on the 10th day
following the day on which notice of the date of the annual or special meeting
was given or such public disclosure was made.
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Any such notice by a Stockholder shall set forth as to each matter the
Stockholder proposes to bring before the annual or special meeting (i) a brief
description of the business desired to be brought before the annual or special
meeting and the reasons for conducting such business at the annual or special
meeting, (ii) the name and address, as they appear on the Company's books, of
the Stockholder proposing such business, (iii) the class and number of shares of
the capital stock of the Company which are beneficially owned by the
Stockholder, and (iv) any material interest of the Stockholder in such business.
Notwithstanding anything in these Bylaws to the contrary, no business shall
be conducted at any annual or special meeting except in accordance with the
procedures set forth in this Article 2.5. The chairman of the annual or special
meeting shall, if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting in accordance with the
provisions of this Article 2.5, and, if he should so determine, he shall so
declare to the meeting that any such business not properly brought before the
meeting shall not be considered or transacted.
Article 2.6 Quorum. The holders of 20% of the stock issued and outstanding
and entitled to vote, present in person or represented by proxy, shall be
requisite and shall constitute a quorum at all meetings of the Stockholders for
the transaction of business except as otherwise provided by statute, by the
Articles of Incorporation or by these bylaws. If a quorum shall not be present
or represented, the Stockholders entitled to vote thereat, present in person or
represented by proxy, shall have the power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, to a date not more
than 120 days after the original record date, until a quorum shall be present or
represented. At such
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adjourned meeting, at which a quorum shall be present or represented, any
business which might have been transacted at the original meeting may be
transacted.
Article 2.7 Voting of the Meeting. When a quorum is present or represented
at any meeting, the vote of the holders of a majority of the stock entitled to
vote thereat present in person or represented by proxy shall decide any question
brought before such meeting, unless the question is one upon which, by express
provisions of applicable statutes, of the Articles of Incorporation or of these
Bylaws, a different vote is required, in which case such express provisions
shall govern and control the decision of such question.
Article 2.8 Voting Rights of Stockholders. Each Stockholder of record
having the right to vote shall be entitled at every meeting of the Stockholders
of the Company to one vote for each share of stock having voting power standing
in the name of such Stockholder on the books of the Company on the record date
fixed in accordance with Article 6.5 of these Bylaws and such votes may be cast
either in person or by written proxy.
Article 2.9 Organization. At every meeting of the Stockholders, the
Chairman of the Board, or in his absence or inability to act, a chairman chosen
by the Stockholders, shall act as chairman of the meeting. The Secretary, or in
his absence or inability to act, a person appointed by the chairman of the
meeting, shall act as secretary of the meeting and keep the minutes of the
meeting.
Article 2.10 Proxies. Every proxy must be executed in writing by the
Stockholder or by his duly authorized attorney-in-fact. No proxy shall be valid
after the expiration of eleven months from the date of its execution unless it
shall have specified therein its duration. Every proxy shall be revocable at the
pleasure of the person executing it or of his personal representatives or
assigns. Proxies shall be delivered prior to the meeting to the
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Secretary of the Company or to the person acting as Secretary of the meeting
before being voted. A proxy with respect to stock held in the name of two or
more persons shall be valid if executed by one of them unless, at or prior to
exercise of such proxy, the Company receives a specific written notice to the
contrary from any one of them. A proxy purporting to be executed by or on behalf
of a Stockholder shall be deemed valid unless challenged at or prior to its
exercise.
Article 2.11 Stock Ledger and List of Stockholders. It shall be the duty of
the Secretary of Assistant Secretary of the Company to cause an original or
duplicate stock ledger to be maintained at the office of the Company's Transfer
Agent.
Article 2.12 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 a meeting.
Article 2.13 Special Quorum Requirements. Notwithstanding Article 2.6 and
except as otherwise provided by statute or the Articles of Incorporation, the
holders of a majority of the stock issued and outstanding and entitled to vote,
present in person or represented by proxy, shall be requisite and shall
constitute a quorum at all meetings of the Stockholders in which the transaction
of business shall include the election of directors, adoption of a new
investment advisor agreement or changing an investment objective.
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BYLAW THREE: BOARD OF DIRECTORS.
Article 3.1 General Powers. Except as otherwise provided in the Articles of
Incorporation, the business and affairs of the Company shall be managed under
the direction of the Board of Directors. All powers of the Company may be
exercised by or under authority of the Board of Directors except as conferred on
or reserved to the Stockholders by law, by the Articles of Incorporation or by
these Bylaws.
Article 3.2 Board of Three to 11 Directors. The Board of Directors shall
consist of not less than three (3) nor more than eleven (11) Directors; provided
that if there are less than three stockholders, the number of Directors may be
the same number as the number of stockholders but not less than one. Directors
need not be Stockholders. The Directors shall have power from time to time, and
at any time when the Stockholder as such are not assembled in a meeting, regular
or special, to increase or decrease the number of Directors. If the number of
Directors is increased, the additional Directors may be elected by a majority of
the Directors in office at the time of the increase. If such additional
Directors are not so elected by the Directors in office at the time they
increase the number of places on the Board or if the additional Directors are
elected by the existing Directors prior to the first meeting of the Stockholders
of the Company, then in either of such events the additional Directors shall be
elected or reelected by the Stockholders at their next annual meeting or at an
earlier special meeting called for that purpose.
Article 3.3 Director Nominations.
(a) Only persons who are nominated in accordance with the procedures
set forth in this Article 3.3 shall be eligible for election or re-election
as Directors. Nominations of persons for election or re-election to the
Board of Directors of the Company
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may be made at a meeting of Stockholders by or at the direction of the
Board of Directors or by any Stockholder of the Company who is entitled to
vote for the election of such nominee at the meeting and who complies with
the notice procedures set forth in this Article 3.3.
(b) Such nominations, other than those made by or at the direction of
the Board of Directors, shall be made pursuant to timely notice delivered
in writing to the Secretary of the Company. To be timely, any such notice
by a Stockholder must be delivered to or mailed and received at the
principal executive offices of the Company not later than 60 days prior to
the meeting; provided, however, that if less than 70 days' notice or prior
public disclosure of the date of the meeting is given or made to
Stockholders, any such notice by a Stockholder to be timely must be so
received not later than the close of business on the 10th day following the
day on which notice of the date of the meeting was given or such public
disclosure was made.
(c) Any such notice by a Stockholder shall set forth (i) as to each
person whom the Stockholder proposes to nominate for election or
re-election as a Director, (A) the name, age, business address and
residence address of such person, (B) the principal occupation or
employment of such person, (C) the class and number of shares of the
capital stock of the Company which are beneficially owned by such person
and (D) any other information relating to such person that is required to
be disclosed in solicitations of proxies for the election of Directors
pursuant to Regulation 14A under the Securities Exchange Act of 1934 or any
successor regulation thereto (including without limitation such person's
written consent to being named in the proxy statement as a nominee and to
serving as a Director if elected and whether any person intends to seek
reimbursement from the Company of the expenses of any solicitation of
proxies should such person be elected a Director of the Company); and (ii)
as to
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the Stockholder giving the notice (A) the name and address, as they appear
on the Company's books, of such Stockholder and (B) the class and number of
shares of the capital stock of the Company which are beneficially owned by
such Stockholder. At the request of the Board of Directors any person
nominated by the Board of Directors for election as a Director shall
furnish to the Secretary of the Company that information required to be set
forth in a Stockholder's notice of nomination which pertains to the
nominee.
(d) If a notice by a Stockholder is required to be given pursuant to
this Article 3.3, no person shall be entitled to receive reimbursement from
the Company of the expenses of a solicitation of proxies for the election
as a director of a person named in such notice unless such notice states
that such reimbursement will be sought from the Company. The Chairman of
the meeting shall, if the facts warrant, determine and declare to the
meeting that a nomination was not made in accordance with the procedures
prescribed by the Bylaws, and, if he should so determine, he shall so
declare to the meeting and the defective nomination shall be disregarded
for all purposes.
Article 3.4 Vacancies. Subject to the provisions of the Investment Company
Act of 1940, as amended, if the office of any Director or Directors becomes
vacant for any reason (other than an increase in the number of Directors), the
Directors in office, although less than a quorum, shall continue to act and may
choose a successor or successors, who shall hold office until the next election
of Directors, or any vacancy may be filled by the Stockholders at any meeting
thereof.
Article 3.5 Removal. At any meeting of Stockholders duly called and at
which a quorum is present, the Stockholders may, by the affirmative vote of the
holders of at least two-thirds of the votes entitled to be cast thereon, remove
any Director of the Corporation the
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Corporation from office, with or without cause, and may elect a successor or
successors to fill any resulting vacancies for the unexpired term of the removed
Director.
Article 3.6 Resignation. A Director may resign at any time by giving
written notice of his resignation to the Board of Directors or the Chairman of
the Board or the Secretary of the Company. Any resignation shall take effect at
the time specified in it or, should the time when it is to become effective not
be specified in it, immediately upon its receipt. Acceptance of a resignation
shall not be necessary to make it effective unless the resignation states
otherwise.
Article 3.7 Place the Meetings. The Directors may hold their meetings at
the principal office of the Company or at such other places, either within or
outside the State of Maryland, as they may from time to time determine.
Article 3.8 Regular Meetings. Regular meetings of the Board may be held at
such date and time as shall from time to time be determined by resolution of the
Board.
Article 3.9 Special Meetings. Special meetings of the Board may be called
by order of the Chairman of the Board on one day's notice given to each Director
either in person or by mail, telephone, telegram, cable or wireless to each
Director at his residence or regular place of business. Special meetings will be
called by the Chairman or Vice Chairman of the Board or Secretary in a like
manner on the written request of a majority of the Directors.
Article 3.10 Quorum. At all meetings of the Board, the presence of
one-third of the number of Directors then in office (but not less than two
Directors) shall be necessary to constitute a quorum and sufficient for the
transaction of business, and any act of a majority present at a meeting at which
there is a quorum shall be the act of the Board of Directors,
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except as may be otherwise specifically provided by statute, by the Articles of
Incorporation or by these Bylaws. If a quorum shall not be present at any
meeting of Directors, the Directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present.
Article 3.11 Organization. The Board of Directors shall designate one of
its members to serve as Chairman of the Board. The Chairman of the Board shall
preside at each meeting of the Board. In the absence or inability of the
Chairman of the Board to act another Director chosen by a majority of the
Directors present, shall act as chairman of the meeting and preside at the
meeting. The Secretary (or, in his absence or inability to act, any person
appointed by the chairman) shall act as secretary of the meeting and keep the
minutes of the meeting.
Article 3.12 Informal Action by Directors and Committees. Any action
required or permitted to be taken at any meeting of the Board of Directors or of
any committee thereof may, except as otherwise required by statute, 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 filed with the
minutes of the proceedings of the Board or committee. Subject to the Investment
Company Act of 1940, as amended, members of the Board of Directors or a
committee thereof 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.
Article 3.13 Executive Committee. There may be an Executive Committee of
two or more Directors appointed by the Board who may meet at stated times or on
notice to all by any of their own number. The Executive Committee shall consult
with and advise the
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Officers of the Company in the management of its business and exercise such
powers of the Board of Directors as may be lawfully delegated by the Board of
Directors. Vacancies shall be filled by the Board of Directors at any regular or
special meeting. The Executive Committee shall keep regular minutes of its
proceedings and report the same to the Board when required.
Article 3.14 Audit Committee. There shall be an Audit Committee of two or
more Directors who are not "interested persons" of the Company (as defined in
the Investment Company Act of 1940, as amended) appointed by the Board who may
meet at stated times or on notice to all by any of their own number. The
Committee's duties shall include reviewing both the audit and other work of the
Company's independent accountants, recommending to the Board of Directors the
independent accountants, to be retained, and reviewing generally the maintenance
and safekeeping of the Company's records and documents.
Article 3.15 Other Committees. The Board of Directors may appoint other
committees which shall in each case consist of such number of members (but not
less than two) and shall have and may exercise, to the extent permitted by law,
such powers as the Board may determine in the resolution appointing them. A
majority of all 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, to the extent permitted by law, to change the powers of any
such committee, to fill vacancies and to discharge any such committee.
Article 3.16 Compensation of Directors. The Board may, by resolution,
determine what compensation and reimbursement of expenses of attendance at
meetings, if any, shall be paid to Directors in connection with their service on
the Board. Nothing herein
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contained shall be construed to preclude any Director from serving the Company
in any other capacity or from receiving compensation therefor.
BYLAW FOUR: Officers.
Article 4.1 Officers. The Officers of the Company shall be fixed by the
Board of Directors and shall include a President, one or more Vice Presidents,
Secretary and Treasurer. Any two offices may be held by the same person except
the offices of President and Vice President. A person who holds more than one
office in the Company may not act in more than one capacity to execute,
acknowledge or verify an instrument required by law to be executed, acknowledged
or verified by more than one officer.
Article 4.2 Appointment of Officers. The Directors shall appoint the
Officers, who need not be members of the Board.
Article 4.3 Additional Officers. The Board may appoint such other Officers
and agents as it shall deem necessary who shall exercise such powers and perform
such duties as shall be determined from time to time by the Board.
Article 4.4 Salaries of Officers. The salaries of all Officers of the
Company shall be fixed by the Board of Directors.
Article 4.5 Term, Removal, Vacancies. The Officers of the Company shall
serve at the pleasure of the Board of Directors and hold office for one year and
until their successors are chosen and qualify in their stead. Any Officer
elected or appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Directors. If the office of any Officer
becomes vacant for any reason, the vacancy shall be filled by the Board of
Directors.
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Article 4.6 President. The President shall be the chief executive officer
of the Company, shall, subject to the supervision of the Board of Directors,
have general responsibility for the management of the business of the Company
and shall see that all orders and resolutions of the Board are carried into
effect.
Article 4.7 Vice President. The Vice President shall, in the absence or
disability of the President, perform the duties and exercise the powers of the
President and shall perform such other duties as the Board of Directors shall
prescribe.
Article 4.8 Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Company and shall deposit
all moneys and other valuable effects in the name to the credit of the Company
in such depositories as may be designated by the Board of Directors. He shall
disburse the funds of the Company as may be ordered by the Board, taking proper
vouchers for such disbursements, and shall render to the Chairman of the Board
and Directors at the regular meetings of the Board, or whenever they may require
it, an account of the financial condition of the Company.
Any Assistant Treasurer may perform such duties of the Treasurer as the
Treasurer or the Board of Directors may assign, and, in the absence of the
Treasurer, may perform all the duties of the Treasurer.
Article 4.9 Secretary. The Secretary shall attend meetings of the Board and
meetings of the Stockholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose, and shall perform like duties
for the Executive Committee of the Board when required. He shall give or cause
to be give notice of all meetings of Stockholders and special meetings of the
Board of Directors and shall perform such other duties as may be
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prescribed by the Board of Directors. He shall keep in safe custody the seal of
the Company and affix it to any instrument when authorized by the Board of
Directors.
Any Assistant Secretary may perform such duties of the Secretary as the
Secretary or the Board of Directors may assign, and, in the absence of the
Secretary, may perform all the duties of the Secretary.
Article 4.10 Subordinate Officers. The Board of Directors from time to time
may appoint such other officers or agents as it may deem advisable, each of whom
shall serve at the pleasure of the Board of Directors and have such title, hold
office for such period, have such authority and perform such duties as the Board
of Directors may determine. The Board of Directors from time to time may
delegate to one or more officers or agents the power to appoint any such
subordinate officers or agents and to prescribe their respective rights, terms
of office, authorities and duties.
Article 4.11 Surety Bonds. The Board of Directors may require any officer
or agent of the Company to execute a bond (including, without limitation, any
bond required by the Investment Company Act of 1940, as amended, and the rules
and regulations of the Securities and Exchange Commission) to the Company in
such sum and with such surety of sureties as the Board of Directors may
determine, conditions upon the faithful performance of his duties to the
Company, including responsibility for negligence and for the accounting of any
of the Company's property, funds or securities that may come into his hands.
BYLAW FIVE: GENERAL PROVISIONS.
Article 5.1 Waiver of Notice. Whenever the Stockholders or the Board of
Directors are authorized by statute, the provisions of the Articles of
Incorporation or these Bylaws to take any action at any meeting after notice,
such notice may be waived, in writing,
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before or after the holding of the meeting, by the person or persons entitled to
such notice, or, in the case of a Stockholder, by his duly authorized
attorney-in-fact.
Article 5.2 Indemnity.
(a) The Company shall indemnify its directors to the fullest extent
that indemnification of directors is permitted by the Maryland General
Corporation Law. The Company shall indemnify its officers to the same
extent as its directors and to such further extent as is consistent with
law. The Company shall indemnify its directors and officers who, while
serving as directors or officers, also serve at the request of the Company
as a director, officer, partner, trustee, employee, agent or fiduciary of
another corporation, partnership, joint venture, trust, other enterprise or
employee benefit plan to the fullest extent consistent with law. The
indemnification and other rights provided by this Article shall continue as
to a person who has ceased to be a director or officer and shall inure to
the benefit of the heirs, executors and administrators of such a person.
This Article shall not protect any such person against any liability to the
Company or any Stockholder thereof to which such person would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of the office
("disabling conduct").
(b) Any current or former director or officer of the Company seeking
indemnification within the scope of this Article shall be entitled to
advances from the Company for payment of the reasonable expenses incurred
by him in connection with the matter as to which he is seeking
indemnification in the manner and to the fullest extent permissible under
the Maryland General Corporation Law. The person seeking indemnification
shall provide to the Company a written affirmation of his good faith belief
that the standard of conduct necessary for indemnification by the Company
has been met and a
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written undertaking to repay any such advance if it should ultimately be
determined that he standard of conduct has not been met. In addition, at
least one of the following additional conditions shall be met: (i) the
person seeking indemnification shall provide a security in form and amount
acceptable to the Company for his undertaking; (ii) the Company is insured
against losses arising by reason of the advance; or (iii) a majority of a
quorum of directors of the Company who are neither "interested persons" as
defined in Section 2(a)(19) of the Investment Company Act of 1940, as
amended, nor parties to the proceeding ("disinterested non-party
directors"), or independent legal counsel, in a written opinion, shall have
determined, based on a review of facts readily available to the Company at
the time the advance is proposed to be made, that there is reason to
believe that the person seeking indemnification will ultimately be found to
be entitled to indemnification.
(c) At the request of any person claiming indemnification under this
Article, the Board of Directors shall determine, or cause to be determined,
in a manner consistent with the Maryland General Corporation Law, whether
the standards required by this Article have been met. Indemnification shall
be made only following: (i) a final decision on the merits by a court or
other body before whom the proceeding was brought that the person to be
indemnified was not liable by reason of disabling conduct or (ii) in the
absence of such a decision, a reasonable determination, based upon a review
of the facts, that the person to be indemnified was not liable by reason of
disabling conduct by (i) the vote of a majority of a quorum of
disinterested non-party directors or (ii) an independent legal counsel in a
written opinion.
(d) Employees and agents who are not officers or directors of the
Company may be indemnified, and reasonable expense may be advanced to such
employees or
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agents, as may be provided by action of the Board of Directors or by
contract, subject to any limitations imposed by the Investment Company Act
of 1940.
(e) The Board of Directors may make further provision consistent with
law for indemnification and advance of expenses to directors, officers,
employees and agents by resolution, agreement or otherwise. The
indemnification provided by this Article shall not be deemed exclusive of
any other right, with respect to indemnification or otherwise, to which
those seeking indemnification may be entitled under any insurance or other
agreement or resolution of stockholders or disinterested directors or
otherwise.
(f) References in this Article are to the Maryland General Corporation
Law and to the Investment Company Act of 1940, as from time to time
amended. No amendment of these Bylaws shall affect any right of any person
under this Article based on any event, omission or proceeding prior to the
amendment.
Article 5.3 Insurance. The Company may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Company or who, while a director, officer, employee or agent of the Company, is
or was serving at the request of the Company as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, other enterprise or employee benefit plan,
against any liability asserted against and incurred by such person in any such
capacity or arising out of such person's position; provided that no insurance
may be purchased by the Company on behalf of any person against any liability to
the Company or to 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.
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Article 5.4 Checks. All checks or demands for money and notes of the
Company shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
Article 5.5 Fiscal Year. The fiscal year of the Company shall be determined
by resolution of the Board of Directors.
BYLAW SIX: CERTIFICATES OF STOCK.
Article 6.1 Certificates of Stock. The interest of each Stockholder of the
Company shall be evidenced by certificates for shares of stock in such form as
the Board of Directors may from time to time prescribe. The certificates shall
be numbered and entered in the books of the Company as they are issued. They
shall exhibit the holder's name and the number of whole shares and no
certificate shall be valid unless it has been signed by the President, Vice
President or Chairman and the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary and bears the corporate seal. Such seal may
be a facsimile, engraved or printed. Where any such certificate is signed by a
Transfer Agent or by a Registrar, the signatures of any such officer may be
facsimile, engraved or printed. In case any of the officers of the Company whose
manual or facsimile signature appears on any stock certificate delivered to a
Transfer Agent of the Company shall cease to be such Officer prior to the
issuance of such certificate, the Transfer Agent may nevertheless countersign
and deliver such certificate as though the person signing the same or whose
facsimile signature appears thereon had not ceased to be such officer, unless
written instructions of the Company to the contrary are delivered to the
Transfer Agent.
Article 6.2 Lost, Stolen or Destroyed Certificates. The Board of Directors,
or the President together with the Treasurer or Secretary, may direct a new
certificate to be
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issued in place of any certificate theretofore issued by the Company, alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen or
destroyed, or by his legal representative. When authorizing such issue of a new
certificate, the Board of Directors, or the President and Treasurer or
Secretary, may, in its or their discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to advertise the same in such manner
as it or they shall require and/or give the Company a bond in such sum and with
such surety or sureties as it or they may direct as indemnity against any claim
that may be made against the Company with respect to the certificate alleged to
have been lost, stolen or destroyed for such newly issued certificate.
Article 6.3 Transfer of Stock. Shares of the Company shall be transferable
on the books of the Company by the holder thereof in person or by his duly
authorized attorney or legal representative upon surrender and cancellation of a
certificate or certificates for the same number of shares of the same class,
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, with such proof of the authenticity of the signature as
the company its agents may reasonably require. The shares of stock of the
Company may be freely transferred, and the Board of Directors may, from time to
time, adopt rules and regulations with reference to the method of transfer of
the shares of stock of the Company.
Article 6.4 Registered Holder. The Company shall be entitled to treat the
holder of record of any share or shares of stock as the holder in fact thereof
and, accordingly, shall not be bound to recognize any equitable or other claim
to or interest in such share or shares on
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the part of any other person whether or not is shall have express or other
notice thereof, except as expressly provided by statute.
Article 6.5 Record Date. The Board of Directors may fix a time not less
than 10 nor more than 90 days prior to the date of any meeting of Stockholders
or prior to the last day on which the consent or dissent of Stockholders may be
effectively expressed for any purpose without a meeting, as the time as of which
Stockholders entitled to notice of, and to vote at, such a meeting or whose
consent or dissent is required or may be expressed for any purpose, as the case
may be, shall be determined; and all such persons who were holders of record of
voting stock at such time, and no other, shall be entitled to notice of, and to
vote at, such meeting or to express their consent or dissent, as the case may
be. If no record date has been fixed, the record date for the determination of
Stockholders entitled to notice of, or to vote at, a meeting of Stockholders
shall be the later of the close of business on the day on which notice of the
meeting is mailed or the thirtieth day before the meeting, or, if notice is
waived by all Stockholders, at the close of business on the tenth day next
preceding the day on which the meeting is held. The Board of Directors may also
fix a time not exceeding 90 days preceding the date fixed for the payment of any
dividend or the making of any distribution, or for the delivery of evidences of
rights, or evidences of interests arising out of any change, conversion or
exchange of capital stock, as a record time for the determination of the
Stockholder entitled to receive any such dividend, distribution, rights or
interests.
Article 6.6 Stock Ledgers. The stock ledgers of the Company, containing the
names and addresses of the Stockholders and the number of shares held by them
respectively, shall be kept at the principal offices of the Company or at the
offices of the Transfer Agent of
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the Company or at such other location as may be authorized by the Board of
Directors from time to time.
Article 6.7 Transfer Agents and Registrars. The Board of Directors may from
time to time appoint or remove Transfer Agents and/or Registrars of transfers
(if any) of shares of stock of the Company, and it may appoint the same person
as both transfer Agent and Registrar. Upon any such appointment being made, all
certificates representing shares of capital stock thereafter issued shall be
countersigned by one of such Transfer Agents or by one of such Registrars of
transfers (if any) or by both and shall not be valid unless so countersigned. If
the same person shall be both Transfer Agent and Registrar, only one
countersignature by such person shall be required.
BYLAW SEVEN: AMENDMENTS.
Article 7.1 General. Except as provided in the next succeeding sentence and
in the Articles of Incorporation, all Bylaws of the Company, whether adopted by
the Board of Directors or the Stockholders, shall be subject to amendment,
alteration or repeal, and new Bylaws may be made, by the affirmative vote of a
majority of either: (a) the holders of record of the outstanding shares of stock
of the Company entitled to vote, at any annual or special meeting, the notice or
waiver of notice of which shall have specified or summarized the proposed
amendment, alteration, repeal or new Bylaw; or (b) the Directors, at any regular
or special meeting, the notice or waiver of notice of which shall have specified
or summarized the proposed amendment, alteration, repeal or new Bylaw. The
provisions of Articles 2.5, 3.2, 3.3 and 8.1 of these Bylaws shall be subject to
amendment, alteration or repeal by the affirmative vote of either: (i) the
holders of record of 75% of the outstanding shares of stock of the Company
entitled to vote, at any annual or special meeting, the notice of waiver of
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notice of which shall have specified or summarized the proposed amendment,
alteration or repeal or (ii) 75% of the Continuing Directors (as such term is
defined in Article VII of the Company's Articles of Incorporation), at any
regular or special meeting, the notice or waiver of notice of which shall have
specified or summarized the proposed amendment, alteration or repeal.
BYLAW EIGHT: SPECIAL PROVISIONS.
Article 8.1 Actions Relating to Discount in Price of the Company's Shares.
In the event that at any time following the initial public offering of shares of
the Company's Common Stock such shares publicly trade for a substantial period
of time at a substantial discount from the Company's then current net asset
value per share, the Board of Directors shall consider, at its next regularly
scheduled meeting, taking various actions designed to eliminate the discount.
The actions considered by the Board of Directors may include periodic
repurchases by the Company of its shares of Common Stock or an amendment to the
Company's Articles of Incorporation to make the Company's Common Stock a
"redeemable security" (as such term is defined in the Investment Company Act of
1940), subject in all events to compliance with all applicable provisions of the
Company's Articles of Incorporation, these Bylaws, the Maryland General Company
Law and the Investment Company Act of 1940.
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