<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported):
JUNE 10, 1999
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MACK-CALI REALTY CORPORATION
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(Exact name of Registrant as specified in its charter)
MARYLAND
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(State or other jurisdiction of incorporation)
1-13274 22-3305147
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(Commission File No.) (I.R.S. Employer
Identification No.)
11 COMMERCE DRIVE, CRANFORD, NEW JERSEY 07016
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(Address of Principal Executive Offices) (Zip Code)
(908) 272-8000
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(Registrant's telephone number, including area code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On May 19, 1999, the Board of Directors of Mack-Cali Realty Corporation
(the "Company") resolved to restate its charter and to file such Restated
Charter with the State Department of Assessments and Taxation of the State of
Maryland, which Restated Charter was so filed on June 11, 1999. On June 10,
1999, the Board of Directors of the Company amended and restated the Company's
Bylaws to incorporate recent Maryland legislation and for other general
corporate purposes. Also on such date, the Board of Directors of the Company
elected to subject the Company to the provisions of Section 3-804 of the
Maryland General Corporation Law.
In connection with the foregoing, the Company hereby files the
documents listed below:
<TABLE>
<CAPTION>
Exhibit Document
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<S> <C>
3.1 Restated Charter of Mack-Cali Realty
Corporation dated June 10, 1999,
together with Articles Supplementary
thereto.
3.2 Amended and Restated Bylaws of the Corporation
adopted June 10, 1999.
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MACK-CALI REALTY CORPORATION
Date: June 17, 1999 By: /s/ Roger W. Thomas
------------------------------------------
Roger W. Thomas
Executive Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Document
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<S> <C>
3.1 Restated Charter of Mack-Cali Realty
Corporation dated June 10, 1999,
together with Articles Supplementary
thereto.
3.2 Amended and Restated Bylaws of the Corporation
adopted June 10, 1999.
</TABLE>
<PAGE>
EXHIBIT 3.1
MACK-CALI REALTY CORPORATION
ARTICLES OF RESTATEMENT
Mack-Cali Realty Corporation, a Maryland corporation (the
"Corporation"), having its principal office in the State of Maryland at c/o
CSC-Lawyers Incorporating Service Company, 11 East Chase Street, Baltimore,
Maryland 21202, hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: Mack-Cali Realty Corporation, a Maryland corporation, desires to
restate its charter as currently in effect.
SECOND: The following provisions are all the provisions of the charter
of the Corporation currently in effect as restated herein.
ARTICLE I
NAME
The name of the corporation (the "Corporation") is:
Mack-Cali Realty Corporation
ARTICLE II
PURPOSE
The purposes for which the Corporation is formed are to engage in any
lawful act or activity (including, without limitation or obligation, engaging in
business as a real estate investment trust under the Internal Revenue Code of
1986, as amended, or any successor statute (the "Code")) for which corporations
may be organized under the general laws of the State of Maryland as now or
hereafter in force. For purposes of these Articles, "REIT" means a real estate
investment trust under Sections 856 through 860 of the Code.
<PAGE>
ARTICLE III
PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT
The post office address of the principal office of the Corporation in
the State of Maryland is c/o CSC-Lawyers Incorporating Service Company, 11 East
Chase Street, Baltimore, Maryland 21202. The name of the resident agent of the
Corporation in the State of Maryland is CSC-Lawyers Incorporating Service
Company, 11 East Chase Street, Baltimore, Maryland 21202. The resident agent is
a corporation located in the State of Maryland.
ARTICLE IV
STOCK
Section 1. AUTHORIZED SHARES. The total number of shares of stock which
the Corporation has authority to issue is 195,000,000 shares, of which
190,000,000 shares are shares of Common Stock, $.01 par value per share ("Common
Stock") and 5,000,000 shares are shares of Preferred Stock, $.01 par value per
share ("Preferred Stock"). The aggregate par value of all authorized shares of
stock having par value is $1,950,000.
Section 2. VOTING RIGHTS. Subject to the provisions of Article VI
hereof, each share of Common Stock shall entitle the holder thereof to one (1)
vote. The Board of Directors of the Corporation may authorize the issuance from
time to time of shares of its Common Stock, whether now or hereafter authorized,
for such consideration as the Board of Directors may deem advisable, subject to
such restrictions or limitations, if any, as may be set forth in the Bylaws of
the Corporation.
Section 3. ISSUANCE OF PREFERRED STOCK. The Preferred Stock may be
issued, from time to time, in one or more series as authorized by the Board of
Directors. Prior to issuance of shares of each series, the Board of Directors by
resolution shall designate that series to distinguish it from all other series
and classes of stock of the Corporation, shall specify the number of shares to
be included in the series and, subject to the provisions of Article VI hereof,
shall set the terms, preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends or other distributions, qualifications
and terms or conditions of redemption. Subject to the express terms of any other
series of Preferred Stock outstanding at the time and notwithstanding any other
provision of the charter, the Board of Directors may increase or decrease the
number of shares of, or alter the designation or classify or reclassify, any
unissued shares of any series of Preferred Stock by setting or changing, in any
one or more respects, from time to time before issuing the shares, and, subject
to the provisions of Article VI hereof, the terms, preferences, conversion or
other rights, voting powers, restrictions, limitations as to dividends or other
distributions, qualifications or terms or conditions of redemption of the shares
of any series of Preferred Stock.
<PAGE>
Section 4. ARTICLES OF INCORPORATION AND BYLAWS. All persons who shall
acquire stock in the Corporation shall acquire the same subject to the
provisions of the articles of incorporation and the Bylaws of the Corporation.
ARTICLE V
PROVISIONS FOR DEFINING, LIMITING
AND REGULATING CERTAIN POWERS OF THE
CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS
Section 1. NUMBER AND CLASSIFICATION. The number of directors of the
Corporation initially shall be four (4) until the date of the Initial Public
Offering (as defined below), which number may be increased or decreased pursuant
to the Bylaws of the Corporation; PROVIDED, HOWEVER, that (a) if there is stock
outstanding and so long as there are three (3) or more stockholders, the number
of directors shall never be less than three (3) and (b) if there is stock
outstanding and so long as there are less than three (3) stockholders, the
number of directors may be less than three but not less than the number of
stockholders. From and after the date of the Initial Public Offering, the number
of directors of the Corporation shall be nine, which number may be increased or
decreased in accordance with the Bylaws of the Corporation.
The directors shall be divided into three (3) classes designated as
Class I, Class II and Class III, as nearly equal in number as possible, with a
term of three (3) years each, and the terms of office of one class shall expire
each year. Class I directors shall hold office initially for a term expiring at
the annual meeting of stockholders in 1995, Class II directors shall hold office
initially for a term expiring at the annual meeting of stockholders in 1996 and
Class III directors shall hold office initially for a term expiring at the
annual meeting of stockholders in 1997. Beginning with the annual meeting of
stockholders in 1995 and at each succeeding annual meeting of stockholders, the
directors of the class of directors whose term expires at such meeting will be
elected to hold office for a term expiring at the third-succeeding annual
meeting. Each director will hold office for the term for which he or she is
elected and until his or her successor is duly elected and qualifies.
Section 2. REMOVAL. A director may be removed only for cause and only
by the affirmative vote of at least two-thirds (2/3) of all the votes entitled
to be cast for the election of directors. A special meeting of the stockholders
may be called, in accordance with the Bylaws of the Corporation, for the purpose
of removing a director.
Section 3. VACANCIES. Should a vacancy in the Board of Directors occur
or be created (whether arising through death, retirement, resignation or removal
of a director), such vacancy shall be filled by the affirmative vote of a
majority of the
<PAGE>
remaining directors, even though less than a quorum of the Board of Directors,
except that any vacancy which results from an increase in the number of
directors shall be filled by the affirmative vote of a majority of the entire
Board of Directors. A director so elected to fill a vacancy shall serve for the
remainder of the term of the class to which he was elected.
Section 4. AUTHORIZATION BY BOARD OF STOCK ISSUANCE. The Board of
Directors of the Corporation may authorize the issuance from time to time of
shares of its stock of any class, whether now or hereafter authorized, or
securities convertible into shares of its stock of any class, whether now or
hereafter authorized, for such consideration as the Board of Directors may deem
advisable, subject to such restrictions or limitations, if any, as may be set
forth in the articles of incorporation or the Bylaws of the Corporation or in
the general laws of the State of Maryland.
Section 5. PREEMPTIVE RIGHTS. Except as may be provided by the Board of
Directors in authorizing the issuance of shares of Preferred Stock pursuant to
Article IV, Section 3, no holder of shares of stock of the Corporation shall
have any preemptive right to purchase or subscribe for any additional shares of
the stock of the Corporation or any other security of the Corporation which it
may issue or sell.
Section 6. INDEMNIFICATION. The Corporation shall have the power, to
the maximum extent permitted by Maryland law in effect from time to time, to
obligate itself to indemnify, and to pay or reimburse reasonable expenses in
advance of final disposition of a proceeding to, (i) any individual who is a
present or former director or officer of the Corporation or (ii) any individual
who, while a director of the Corporation and at the request of the Corporation,
serves or has served another corporation, partnership, joint venture, trust,
employee benefit plan or any other enterprise as a director, officer, partner or
trustee of such corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise. The Corporation shall have the power, with the
approval of its Board of Directors, to provide such indemnification and
advancement of expenses to a person who served a predecessor of the Corporation
in any of the capacities described in (i) or (ii) above and to any employee or
agent of the Corporation or a predecessor of the Corporation.
Section 7. RELATED PARTY TRANSACTIONS. Without limiting any other
procedures available by law or otherwise to the Corporation, the Board of
Directors may authorize any transaction with any person, corporation,
association, company, trust, partnership (limited or general) or other
organization, although one or more of the directors or officers of the
Corporation may be a party to any such agreement or an officer, director,
stockholder or member of such other party, and no such agreement or transaction
shall be invalidated or rendered void or voidable solely by reason of the
existence of any such relationship if the existence is disclosed or known to the
Board of Directors, and the contract or transaction is approved by the
affirmative vote of a majority of the disinterested directors, even if they
constitute less than a quorum of the Board. Any director of the Corporation who
is also a director, officer, stockholder or
<PAGE>
member of such other entity may be counted in determining the existence of a
quorum at any meeting of the Board of Directors considering such matter.
Section 8. DETERMINATIONS BY BOARD. The determination as to any of the
following matters, made in good faith by or pursuant to the direction of the
Board of Directors consistent with the articles of incorporation of the
Corporation and in the absence of actual receipt of an improper benefit in
money, property or services or active and deliberate dishonesty established by a
court, shall be final and conclusive and shall be binding upon the Corporation
and every holder of shares of its stock: the amount of the net income of the
Corporation for any period and the amount of assets at any time legally
available for the payment of dividends, redemption of its stock or the payment
of other distributions on its stock; the amount of paid-in surplus, net assets,
other surplus, annual or other net profit, net assets in excess of capital,
undivided profits or excess of profits over losses on sales of assets; the
amount, purpose, time of creation, increase or decrease, alteration or
cancellation of any reserves or charges and the propriety thereof (whether or
not any obligation or liability for which such reserves or charges shall have
been created shall have been paid or discharged); the fair value, or any sale,
bid or asked price to be applied in determining the fair value, of any asset
owned or held by the Corporation; and any matters relating to the acquisition,
holding and disposition of any assets by the Corporation.
Section 9. RESERVED POWERS OF BOARD. The enumeration and definition of
particular powers of the Board of Directors included in this Article V shall in
no way be limited or restricted by reference to or inference from the terms of
any other clause of this or any other provision of the articles of incorporation
of the Corporation, or construed or deemed by inference or otherwise in any
manner to exclude or limit the powers conferred upon the Board of Directors
under the general laws or the State of Maryland as now or hereafter in force.
Section 10. REIT QUALIFICATION The Board of Directors shall use its
reasonable best efforts to cause the Corporation and its stockholders to qualify
for U.S. Federal income tax treatment in accordance with the provisions of the
Code applicable to a REIT. In furtherance of the foregoing, the Board of
Directors shall use its reasonable efforts to take such actions as are
necessary, and may take such actions as in its sole judgment and discretion are
desirable, to preserve the status of the Corporation as a REIT, PROVIDED,
HOWEVER, that if the Board of Directors determines that it is no longer in the
best interests of the Corporation to continue to have the Corporation qualify as
a REIT, the Board of Directors may revoke or otherwise terminate the
Corporation's REIT election pursuant to Section 856(g) of the Code.
<PAGE>
ARTICLE VI
REIT Provisions
Section 1. DEFINITIONS. The following terms shall have the following
meanings:
(a) "Acquire" shall mean the acquisition of Beneficial Ownership
of shares of capital stock of the Corporation by any means including, without
limitation, acquisition pursuant to the exercise of any option, warrant, pledge
or other security interest or similar right to acquire shares, but shall not
include the acquisition of any such rights unless, as a result, the acquiror
would be considered a Beneficial Owner, as defined below.
(b) "Beneficial Ownership" shall mean ownership of capital stock
of the Corporation by a Person who would be treated as an owner of such shares
of capital stock either directly or indirectly under Section 542 (a) (2) of the
Code, taking into account, for this purpose, constructive ownership determined
under Section 544 of the Code, as modified by Section 856 (h) (1) (B) of the
Code (except where expressly provided otherwise). The terms "Beneficial Owner,"
"Beneficial Owns" and "Beneficially Owned" shall have the correlative meanings.
(c) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(d) "Initial Public Offering" shall mean the sale of shares of
Common Stock pursuant to the Corporation's first effective registration
statement for such Common Stock filed under the Securities Act of 1933, as
amended.
(e) "Ownership Limit" shall mean 9.8% of the outstanding capital
stock of the Corporation.
(f) "Person" shall mean an individual, corporation, partnership,
estate, trust (including a trust qualified under Section 401(a) or 501(c) (17)
of the Code), a portion of a trust permanently set aside for or to be used
exclusively for the purposes described in Section 642(c) of the Code,
association, private foundation within the meaning of Section 509(a) of the
Code, joint stock company or other entity and also includes a group as that term
is used for purposes of Section 13 (d) (3) of the Securities Exchange Act of
1934, as amended; but does not include an underwriter that participates in a
public offering of the Common Stock for a period of 90 days following purchase
by such underwriter of the Common Stock.
(g) "REIT" shall mean a Real Estate Investment Trust under Section
856 of the Code.
(h) "Redemption Price" shall mean the lower of (i) the price paid
by the transferee from whom shares are being redeemed and (ii) the average of
the last reported sales prices on the New York Stock Exchange of the class of
capital stock to be redeemed on the ten trading days immediately preceding the
date fixed for redemption by the Board of Directors, or if such capital stock is
not then traded on the
<PAGE>
New York Stock Exchange, the average of the last reported sales prices of such
capital stock on the ten trading days immediately preceding the relevant date as
reported on any exchange or quotation system over which such capital stock may
be traded, or if such capital stock is not then traded over any exchange or
quotation system, then the price determined in good faith by the Board of
Directors of the Corporation as the fair market value of shares of such capital
stock on the relevant date. The Redemption Price may, at the option of the
Corporation, be paid in the form of Units. If the shares to be redeemed are
shares of Common Stock, the number of Units to be paid shall equal the number of
shares redeemed. If the shares to be redeemed are not shares of Common Stock,
the number of Units to be paid shall be the number determined in good faith by
the Board of Directors of the Corporation to be equal to the value of the shares
to be redeemed.
(i) "Restriction Termination Date" shall mean the first day after
the date of the Initial Public Offering on which the Board of Directors of the
Corporation determine that it is no longer in the best interests of the
Corporation to attempt to, or continue to, qualify as a REIT.
(j) "Transfer" shall mean any sale, transfer, gift, assignment,
devise or other disposition of capital stock or the right to vote or receive
dividends on capital stock (including (i) the granting of any option or entering
into any agreement for the sale, transfer or other disposition of capital stock
or (ii) the sale, transfer, assignment or other disposition or grant of any
securities or rights convertible into or exchangeable for capital stock, or the
right to vote or receive dividends on capital stock), whether voluntary or
involuntary, whether of record or beneficially and whether by operation of law
or otherwise.
(k) "Units" shall mean limited partnership interests in Mack-Cali
Realty, L.P., a Delaware limited partnership.
Section 2. RESTRICTIONS.
(a) Except as provided in Section 8 of this Article VI, during the
period commencing on the date of the Initial Public Offering and prior to the
Restriction Termination Date: (i) no Person shall Acquire any shares of capital
stock if, as a result of such acquisition, such Person shall Beneficially Own
shares of capital stock in excess of the Ownership Limit; (ii) no Person shall
Acquire any shares of capital stock if, as a result of such acquisition, the
capital stock would be directly or indirectly owned by less than 100 Persons
(determined without reference to the rules of attribution under Section 544 of
the Code); and (iii) no Person shall Acquire any shares if, as a result of such
acquisition, the Corporation would be "closely held" within the meaning of
Section 856(h) of the Code.
(b) Any Transfer that would result in a violation of the
restrictions in Section 2(a) of this Article VI shall be void AB INITIO as to
the Transfer of such shares
<PAGE>
of capital stock that would cause the violation of the applicable restriction in
Section 2(a) of this Article VI, and the purported transferee shall acquire no
rights in such shares of capital stock.
Section 3. REMEDIES FOR BREACH.
(a) If the Board of Directors or a committee thereof shall at any
time determine in good faith that a Transfer has taken place that falls within
the scope of Section 2(b) of this Article VI or that a Person intends to Acquire
Beneficial Ownership of any shares of the Corporation that will result in
violation of Sections 2(a) or 2(b) of this Article VI (whether or not such
violation is intended), the Board of Directors or a committee thereof shall take
such action as it or they deem advisable to refuse to give effect to or to
prevent such Transfer, including, but not limited to, refusing to give effect to
such Transfer on the books of the Corporation or instituting proceedings to
enjoin such Transfer.
(b) Without limitation to Sections 2(b) and 3(a) of this Article
VI, any purported transferee of shares acquired in violation of Section 2 of
this Article VI shall, if it shall be deemed to have received any shares, be
deemed to have acted as agent on behalf of the Corporation in acquiring such of
the Shares as result in a violation of Section 2 of this Article VI and shall be
deemed to hold such Shares in trust on behalf and for the benefit of the
Corporation. The purported transferee shall have no right to receive dividends
or other distributions with respect to such shares, and shall have no right to
vote such shares. The Corporation shall pay dividends declared but not paid,
(because the Transfer to the purported transferee violated the ownership
restrictions as set forth in Section 2 (a) of this Article VI), to the permitted
transferee in the event that the purported transferee resells such shares to a
permitted transferee (as described below) . Such purported transferee shall have
no claim, cause of action, or any other recourse whatsoever against a transferor
of shares acquired in violation of Section 2 of this Article VI. The purported
transferee's only rights with respect to such shares shall be to (i) resell such
shares to a permitted transferee in a transfer that is not violative of any
provision of the ownership restrictions as set forth in Section 2(a) of this
Article VI, or (ii) absent such sale, to receive the Redemption Price pursuant
to Section 3(c) of this Article VI.
(c) The Board of Directors shall, within six months after
receiving notice of a Transfer that violates Section 2(a) of this Article VI,
redeem all shares held in trust for the Corporation pursuant to Section 3 (b) of
this Article VI for the Redemption Price within such six-month period on such
date as the Board of Directors may determine if such purported transferee has
not resold the shares to a permitted transferee in a Transfer which is not
violative of any provision of the ownership restrictions as set forth in Section
2(a) of this Article VI. If the Board of Directors directs the purported
transferee to sell the shares, the purported transferee shall receive such
proceeds as trustee for the Corporation and pay the Corporation out of the
proceeds of such sale all expenses incurred by the Corporation in connection
with such
<PAGE>
sale plus any remaining amount of such proceeds that exceeds the amount paid by
the purported transferee for the shares, and the purported transferee shall be
entitled to retain only any proceeds in excess of such amounts required to be
paid to the Corporation.
Section 4. NOTICE OF RESTRICTED TRANSFER. Any Person who acquires or
attempts or intends to acquire shares in violation of Section 2 of this Article
VI shall immediately give written notice to the Corporation of such event and
shall provide to the Corporation such other information as the Corporation may
request in order to determine the effect, if any, of such Transfer or attempted
or intended Transfer on the Corporation's status as a REIT.
Section 5. OWNERS REQUIRED TO PROVIDE INFORMATION. From the date of the
Initial Public Offering and prior to the Restriction Termination Date:
(a) every stockholder of record of more than 5% (or such lower
percentage as required by the Code or regulations promulgated thereunder) of the
outstanding capital stock of the Corporation shall, within 30 days after
December 31 of each year, give written notice to the Corporation stating the
name and address of such record stockholder, the number of shares Beneficially
Owned by it, and a description of how such shares are held; PROVIDED THAT a
shareholder of record who holds outstanding capital stock of the Corporation as
nominee for another person, which other person is required to include in gross
income the dividends received on such capital stock (an "Actual Owner"), shall
give written notice to the Corporation stating the name and address of such
Actual Owner and the number of shares of such Actual Owner with respect to which
the stockholder of record is nominee.
(b) every Actual Owner of more than 5% (or such lower percentage
as required by the Code or regulations promulgated thereunder) of the
outstanding capital stock of the Corporation who is not a stockholder of record
of the Corporation, shall within 30 days after December 31 of each year, give
written notice to the Corporation stating the name and address of such Actual
Owner, the number of shares Beneficially Owned, and a description of how such
shares are held.
(c) each Person who is a Beneficial Owner of capital stock and
each Person (including a stockholder of record) who is holding capital stock for
a Beneficial Owner shall provide to the Corporation such information as the
Corporation may request, in good faith, in order to determine the Corporation's
status as a REIT.
Section 6. REMEDIES NOT LIMITED. Subject to Section 11 of this Article
VI, nothing contained in this Article VI shall limit the authority of the Board
of Directors to take such other action as it deems necessary or advisable to
protect the Corporation and the interests of its stockholders in preserving the
Corporation's status as a REIT.
<PAGE>
Section 7. AMBIGUITY. In the case of an ambiguity in the application of
any of the provisions of this Article VI, including any definition contained in
Section 1 of this Article VI, the Board of Directors shall have the power to
determine the application of the provisions of this Article VI with respect to
any situation based on the facts known to it.
Section 8. EXCEPTION. The Board of Directors may, upon receipt of
either a certified copy of a ruling from the Internal Revenue Service or an
opinion of counsel satisfactory to the Board of Directors, but shall in no case
be required to, exempt a Person (the "Exempted Holder") from the Ownership Limit
if the ruling or opinion concludes that no Person who is an individual as
defined in Section 542(a) (2) of the Code will, as the result of the ownership
of shares by the Exempted Holder, be considered to have Beneficial Ownership of
an amount of capital stock that will violate the Ownership Limit.
Section 9. LEGEND. Each certificate for capital stock of the
Corporation shall bear the following legend:
The shares of _______ stock represented by this certificate are
subject to restrictions on transfer for the purpose of the
Corporation's maintenance of its status as a Real Estate
Investment Trust under the Internal Revenue Code of 1986, as
amended. No Person may Beneficially Own shares of capital stock in
excess of 9.8% of the outstanding capital stock of the
Corporation. Any Person who attempts to Beneficially Own shares of
capital stock in excess of the above limitation must immediately
notify the Corporation; any shares of capital stock so held may be
subject to mandatory redemption or sale in certain events, and
acquisitions of shares of capital stock in excess of such
limitation shall be void AB initio. A Person who attempts to
Beneficially Own shares of the Corporation's capital stock in
violation of the ownership limitations set forth in Section 2 of
Article VI of the Articles of Restatement shall have no claim,
cause of action, or any other recourse whatsoever against a
transferor of such shares. All capitalized terms in this legend
have the meanings defined in the Corporation's Restated Articles
of Incorporation, a copy of which, including the restrictions on
transfer, will be sent without charge to each stockholder who so
requests.
Section 10. SEVERABILITY. If any provision of this Article VI or any
application of any such provision is determined to be invalid by any Federal or
state court having jurisdiction over the issues, the validity of the remaining
provisions shall be affected, and other applications of such provisions shall be
affected, only to the extent necessary to comply with the determination of such
court.
Section 11. NYSE SETTLEMENT. Notwithstanding any provision contained
herein to the contrary, nothing in these Articles of Restatement shall preclude
settlement of
<PAGE>
any transaction concerning the Corporation's capital stock entered into through
the facilities of the New York Stock Exchange.
ARTICLE VII
AMENDMENTS
The Corporation reserves the right from time to time to make any
amendment to its charter, now or hereafter authorized by law, including any
amendment altering the terms or contract rights, as expressly set forth in this
charter, of any shares of outstanding stock. Notwithstanding any provision of
law requiring a greater proportion of the votes entitled to be cast by the
stockholders in order to effect a charter amendment, any amendment to the
charter of the Corporation shall be valid if such amendment shall have been duly
advised by the Board of Directors of the Corporation and approved by the
affirmative vote of at least a majority of all the votes entitled to be cast by
the stockholders of the Corporation on the matter. All rights and powers
conferred by the charter of the Corporation on stockholders, directors and
officers are granted subject to this reservation.
ARTICLE VIII
LIMITATION OF LIABILITY
To the maximum extent that Maryland law in effect from time to time
permits limitation of the liability of directors and officers, no director or
officer of the Corporation shall be liable to the Corporation or its
stockholders for money damages. Neither the amendment nor repeal of this Article
VIII, nor the adoption or amendment of any other provision of the articles of
incorporation or Bylaws of the Corporation inconsistent with this Article VIII,
shall apply to or affect in any respect the applicability of the preceding
sentence with respect to any act or failure to act which occurred prior to such
amendment, repeal or adoption.
THIRD: These Articles of Restatement do not amend the charter of the
Corporation.
FOURTH: The foregoing restatement of the charter of the Corporation has
been approved by a majority of the entire Board of Directors.
FIFTH: The current address of the principal office of the Corporation
is as set forth in Article III of the foregoing restatement of the charter.
SIXTH: The name and address of the Corporation's current resident agent
is as set forth in Article III of the foregoing restatement of the charter.
<PAGE>
SEVENTH: The number of directors of the Corporation currently is 13 and
the names and classes of those currently in office are as follows:
Martin S. Berger Class III
Brendan T. Byrne Class I
Brant Cali Class III
John J. Cali Class III
Nathan Gantcher Class II
Martin D. Gruss Class I
Mitchell E. Hersh Class III
Earle I. Mack Class II
William L. Mack Class II
Alan G. Philibosian Class II
Irvin D. Reid Class III
Vincent Tese Class I
Roy J. Zuckerberg Class I
EIGHTH: The undersigned Executive Vice President acknowledges these
Articles of Restatement to be the corporate act of the Corporation and, as to
all matters or facts required to be verified under oath, the undersigned
Executive Vice President acknowledges that, to the best of his knowledge,
information and belief, these matters and facts are true in all material
respects and that this statement is made under the penalties for perjury.
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused these Articles of
Restatement to be signed in its name and on its behalf by its Executive Vice
President and attested to by its Secretary on this 10th day of June, 1999.
MACK-CALI REALTY CORPORATION
By: /s/ Barry Lefkowitz
--------------------------------- (SEAL)
Name: Barry Lefkowitz
Title: Executive Vice President
Attest:
/s/ Roger W. Thomas
- -----------------------------
Name: Roger W. Thomas
Title: Secretary
<PAGE>
MACK-CALI REALTY CORPORATION
ARTICLES SUPPLEMENTARY
Mack-Cali Realty Corporation, a Maryland corporation (the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that :
FIRST: Pursuant to Title 3, Subtitle 8 of the Maryland General
Corporation Law (the "MGCL"), the Board of Directors of the Corporation (the
"Board of Directors"), by resolution duly adopted at a duly called meeting held
on June 10, 1999, amended the Bylaws of the Corporation to provide that the
Corporation elects to be subject to the provisions of Section 3-804 of the MGCL.
SECOND: These Articles Supplementary have been approved by the Board of
Directors in the manner and by the vote required by law.
THIRD: The undersigned Executive Vice President of the Corporation
acknowledges these Articles Supplementary to be the corporate act of the
Corporation and, as to all matters or facts required to be verified under oath,
the undersigned Executive Vice President acknowledges that, to the best of his
knowledge, information and belief, these matters and facts are true in all
material respects and that this statement is made under the penalties for
perjury.
IN WITNESS WHEREOF, the Corporation has caused these Articles
Supplementary to be executed under seal in its name and on its behalf by its
Executive Vice President and attested to by its Secretary on this 10th day of
June, 1999.
MACK-CALI REALTY CORPORATION
By: /s/ Barry Lefkowitz
---------------------------------- (SEAL)
Name: Barry Lefkowitz
Title: Executive Vice President
Attest:
/s/ Roger W. Thomas
- -----------------------------
Name: Roger W. Thomas
Title: Secretary
<PAGE>
EXHIBIT 3.2
MACK-CALI REALTY CORPORATION
AMENDED AND RESTATED BYLAWS
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICE. The principal office of the
Corporation shall be located at such place or places as the Board of Directors
may designate.
Section 2. ADDITIONAL OFFICES. The Corporation may have additional
offices at such places as the Board of Directors may from time to time determine
or the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. PLACE. All meetings of stockholders shall be held at
the principal office of the Corporation or at such other place within the United
States as shall be stated in the notice of the meeting.
Section 2. ANNUAL MEETING. An annual meeting of the stockholders
for the election of directors and the transaction of any business within the
powers of the Corporation shall be held on a date and at the time set by the
Board of Directors during the month of May in each year. Failure to hold an
annual meeting does not invalidate the Corporation's existence or affect any
otherwise valid acts of the Corporation.
Section 3. SPECIAL MEETINGS. (a) GENERAL. The chief executive
officer or the Board of Directors may call a special meeting of the
stockholders. Subject to subsection (b) of this Section 3, a special meeting of
stockholders shall also be called by the secretary of the Corporation upon the
written request of the stockholders entitled to cast not less than a majority of
all the votes entitled to be cast at such meeting.
(b) STOCKHOLDER REQUESTED SPECIAL MEETINGS. (1) Any
stockholder of record seeking to have stockholders request a special meeting
shall, by sending written notice to the secretary (the "Record Date Request
Notice") by registered mail, return receipt requested, request the Board of
Directors to fix a record date to determine the stockholders entitled to request
a special meeting (the "Request Record Date"). The Record Date Request Notice
shall set forth the purpose of the meeting and the matters proposed to be acted
on at it, shall be signed by one or more stockholders of record as of
<PAGE>
the date of signature (or their duly authorized proxies or other agents), shall
bear the date of signature of each such stockholder (or proxy or other agent)
and shall set forth all information relating to each such stockholder that must
be disclosed in solicitations of proxies for election of directors in an
election contest (even if an election contest is not involved), or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and Rule 14a-11 thereunder. Upon
receiving the Record Date Request Notice, the Board of Directors may fix a
Request Record Date. The Request Record Date shall not precede and shall not be
more than ten days after the close of business on the date on which the
resolution fixing the Request Record Date is adopted by the Board of Directors.
If the Board of Directors, within ten days after the date on which a valid
Record Date Request Notice is received, fails to adopt a resolution fixing the
Request Record Date and make a public announcement of such Request Record Date,
the Request Record Date shall be the close of business on the tenth day after
the first date on which the Record Date Request Notice is received by the
secretary.
(2) In order for any stockholder to request a special
meeting, one or more written requests for a special meeting signed by
stockholders of record (or their duly authorized proxies or other agents) as of
the Request Record Date entitled to cast not less than a majority (the "Special
Meeting Percentage") of all of the votes entitled to be cast at such meeting
(the "Special Meeting Request") shall be delivered to the secretary. In
addition, the Special Meeting Request shall set forth the purpose of the meeting
and the matters proposed to be acted on at it (which shall be limited to the
matters set forth in the Record Date Request Notice received by the secretary),
shall bear the date of signature of each such stockholder (or proxy or other
agent) signing the Special Meeting Request, shall set forth the name and
address, as they appear in the Corporation's books, of each stockholder signing
such request (or on whose behalf the Special Meeting Request is signed) and the
class and number of shares of stock of the Corporation which are owned of record
and beneficially by each such stockholder, shall be sent to the secretary by
registered mail, return receipt requested, and shall be received by the
secretary within 60 days after the Request Record Date. Any requesting
stockholder may revoke his, her or its request for a special meeting at any time
by written revocation delivered to the secretary.
(3) The secretary shall inform the requesting
stockholders of the reasonably estimated cost of preparing and mailing the
notice of meeting (including the Corporation's proxy materials). The secretary
shall not be required to call a special meeting upon stockholder request and
such meeting shall not be held unless, in addition to the documents required by
paragraph (2) of this Section 3(b), the secretary receives payment of such
reasonably estimated cost prior to the mailing of any notice of the meeting.
(4) Except as provided in the next sentence, any special
meeting shall be held at such place, date and time as may be designated by the
chief executive officer or Board of Directors, whoever has called the meeting.
In the case of
<PAGE>
any special meeting called by the secretary upon the request of stockholders (a
"Stockholder Requested Meeting"), such meeting shall be held at such place, date
and time as may be designated by the Board of Directors; PROVIDED, however, that
the date of any Stockholder Requested Meeting shall be not more than 90 days
after the record date for such meeting (the "Meeting Record Date"); and PROVIDED
FURTHER that if the Board of Directors fails to designate, within ten days after
the date that a valid Special Meeting Request is actually received by the
secretary (the "Delivery Date"), a date and time for a Stockholder Requested
Meeting, then such meeting shall be held at 2:00 p.m. local time on the 90th day
after the Meeting Record Date or, if such 90th day is not a Business Day (as
defined below), on the first preceding Business Day; and PROVIDED FURTHER that
in the event that the Board of Directors fails to designate a place for a
Stockholder Requested Meeting within ten days after the Delivery Date, then such
meeting shall be held at the principal executive offices of the Corporation. In
fixing a date for any special meeting, the chief executive officer or Board of
Directors may consider such factors as he, she or it deems relevant within the
good faith exercise of business judgment, including, without limitation, the
nature of the matters to be considered, the facts and circumstances surrounding
any request for meeting and any plan of the Board of Directors to call an annual
meeting or a special meeting. In the case of any Stockholder Requested Meeting,
if the Board of Directors fails to fix a Meeting Record Date that is a date
within 30 days after the Delivery Date, then the close of business on the 30th
day after the Delivery Date shall be the Meeting Record Date.
(5) If at any time as a result of written revocations of
requests for the special meeting, stockholders of record (or their duly
authorized proxies or other agents) as of the Request Record Date entitled to
cast less than the Special Meeting Percentage shall have delivered and not
revoked requests for a special meeting, the secretary may refrain from mailing
the notice of the meeting or, if the notice of the meeting has been mailed, the
secretary may revoke the notice of the meeting at any time before ten days
before the meeting if the secretary has first sent to all other requesting
stockholders written notice of such revocation and of intention to revoke the
notice of the meeting. Any request for a special meeting received after a
revocation by the secretary of a notice of a meeting shall be considered a
request for a new special meeting.
(6) The chairman of the Board of Directors, the chief
executive officer or the Board of Directors may appoint regionally or nationally
recognized independent inspectors of elections to act as the agent of the
Corporation for the purpose of promptly performing a ministerial review of the
validity of any purported Special Meeting Request received by the secretary. For
the purpose of permitting the inspectors to perform such review, no such
purported request shall be deemed to have been delivered to the secretary until
the earlier of (i) five Business Days after receipt by the secretary of such
purported request and (ii) such date as the independent inspectors certify to
the Corporation that the valid requests received by the secretary represent the
Special Meeting Percentage of the issued and outstanding shares of stock that
would be entitled to vote at such meeting. Nothing contained in this paragraph
(6) shall in any way be construed to suggest or imply that the Corporation or
any stockholder shall not be entitled
<PAGE>
to contest the validity of any request, whether during or after such five
Business Day period, or to take any other action (including, without limitation,
the commencement, prosecution or defense of any litigation with respect thereto,
and the seeking of injunctive relief in such litigation).
(7) For purposes of these Bylaws, "Business Day" shall
mean any day other than a Saturday, a Sunday or a day on which banking
institutions in the State of New Jersey are authorized or obligated by law or
executive order to close.
Section 4. NOTICE. Not less than ten (10) nor more than ninety
(90) days before each meeting of stockholders, the secretary shall give to each
stockholder entitled to vote at such meeting and to each stockholder not
entitled to vote who is entitled to notice of the meeting written or printed
notice stating the time and place of the meeting and, in the case of a special
meeting or as otherwise may be required by statute, the purpose for which the
meeting is called, either by mail or by presenting it to such stockholder
personally or by leaving it at his residence or usual place of business. If
mailed, such notice shall be deemed to be given when deposited in the United
States mail addressed to the stockholder at his post office address as it
appears on the records of the Corporation, with postage thereon prepaid.
Section 5. SCOPE OF NOTICE. Any business of the Corporation may be
transacted at an annual meeting of stockholders without being specifically
designated in the notice, except such business as is required by statute to be
stated in such notice. No business shall be transacted at a special meeting of
stockholders except as specifically designated in the notice.
Section 6. ORGANIZATION. At every meeting of stockholders, the
chairman of the board, if there be one, shall conduct the meeting or, in the
case of vacancy in office or absence of the chairman of the board, one of the
following officers present shall conduct the meeting in the order stated: the
vice chairman of the board, if there be one, the chief executive officer, the
president, the vice presidents in their order of rank and seniority, or a
chairman chosen by the stockholders entitled to cast a majority of the votes
which all stockholders present in person or by proxy are entitled to cast, shall
act as chairman, and the secretary, or, in his absence, an assistant secretary,
or in the absence of both the secretary and assistant secretaries, a person
appointed by the chairman shall act as secretary.
Section 7. QUORUM. At any meeting of stockholders, the presence in
person or by proxy of stockholders entitled to cast a majority of all the votes
entitled to be cast at such meeting shall constitute a quorum; but this section
shall not affect any requirement under any statute or the charter of the
Corporation (the "Charter") for the vote necessary for the adoption of any
measure. If, however, such quorum shall not be present at any meeting of the
stockholders, the stockholders entitled to vote at such meeting, present in
person or by proxy, shall have the power to adjourn the meeting from time to
time to a date not more than 120 days after the original record date without
notice
<PAGE>
other than announcement at the meeting. At such adjourned meeting at which a
quorum shall be present, any business may be transacted which might have been
transacted at the meeting as originally notified.
Section 8. VOTING. A plurality of all the votes cast at a meeting
of stockholders duly called and at which a quorum is present shall be sufficient
to elect a director. Each share may be voted for as many individuals as there
are directors to be elected and for whose election the share is entitled to be
voted. A majority of the votes cast at a meeting of stockholders duly called and
at which a quorum is present shall be sufficient to approve any other matter
which may properly come before the meeting, unless more than a majority of the
votes cast is required by statute or by the Charter. Unless otherwise provided
in the Charter, each outstanding share, regardless of class, shall be entitled
to one vote on each matter submitted to a vote at a meeting of stockholders.
Section 9. PROXIES. A stockholder may cast the votes entitled to be
cast by shares of stock owned by the stockholder in person or by proxy executed
by the stockholder or by the stockholder's duly authorized agent in any manner
permitted by law. Such proxy shall be filed with the secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
eleven (11) months from the date of its execution, unless otherwise provided in
the proxy.
Section 10. VOTING OF STOCK BY CERTAIN HOLDERS. Stock of the
Corporation registered in the name of a corporation, partnership, trust or other
entity, if entitled to be voted, may be voted by the chief executive officer,
the president or a vice president, a general partner or trustee thereof, as the
case may be, or a proxy appointed by any of the foregoing individuals, unless
some other person who has been appointed to vote such stock pursuant to a bylaw
or a resolution of the governing body of such corporation or other entity or
agreement of the partners of a partnership presents a certified copy of such
bylaw, resolution or agreement, in which case such person may vote such stock.
Any director or other fiduciary may vote stock registered in his name as such
fiduciary, either in person or by proxy.
Shares of stock of the Corporation directly or indirectly owned by it
shall not be voted at any meeting and shall not be counted in determining the
total number of outstanding shares entitled to be voted at any given time,
unless they are held by it in a fiduciary capacity, in which case they may be
voted and shall be counted in determining the total number of outstanding shares
at any given time.
The Board of Directors may adopt by resolution a procedure by which a
stockholder may certify in writing to the Corporation that any shares of stock
registered in the name of the stockholder are held for the account of a
specified person other than the stockholder. The resolution shall set forth the
class of stockholders who may make the certification, the purpose for which the
certification may be made, the form of certification and the information to be
contained in it; if the certification is with respect to
<PAGE>
a record date or closing of the stock transfer books, the time after the record
date or closing of the stock transfer books within which the certification must
be received by the Corporation; and any other provisions with respect to the
procedure which the Board of Directors considers necessary or desirable. On
receipt of such certification, the person specified in the certification shall
be regarded as, for the purposes set forth in the certification, the stockholder
of record of the specified stock in place of the stockholder who makes the
certification.
Section 11. INSPECTORS. At any meeting of stockholders, the chairman
of the meeting may, or upon the request of any stockholder shall, appoint one or
more persons as inspectors for such meeting. Such inspectors shall ascertain and
report the number of shares represented at the meeting based upon their
determination of the validity and effect of proxies, count all votes, report the
results and perform such other acts as are proper to conduct the election and
voting with impartiality and fairness to all the stockholders.
Each report of an inspector shall be in writing and signed by him or by
a majority of them if there is more than one inspector acting at such meeting.
If there is more than one inspector, the report of a majority of the inspectors
shall be the report of the inspectors. The report of the inspector or inspectors
on the number of shares represented at the meeting and the results of the voting
shall be PRIMA FACIE evidence thereof.
Section 12. NOMINATIONS AND PROPOSALS BY STOCKHOLDERS
(a) ANNUAL MEETINGS OF THE STOCKHOLDERS.
(1) Nominations of persons for election to the Board of
Directors and the proposal of business to be considered by the stockholders may
be made at an annual meeting of the stockholders (i) pursuant to the
Corporation's notice of meeting, (ii) by or at the direction of the Board of
Directors, or (iii) by any stockholder of the Corporation who was a stockholder
of record both at the time of giving of notice provided for in this Section
12(a) and at the time of the annual meeting, who is entitled to vote at the
meeting and who complied with the notice procedures set forth in this Section
12(a).
(2) For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to clause (iii) of
paragraph (a)(1) of this Section 12, the stockholder must have given timely
notice thereof in writing to the secretary of the Corporation and such other
business must otherwise be a proper matter for action by stockholders. To be
timely, a stockholder's notice shall be delivered to the secretary at the
principal executive offices of the Corporation not less than ninety (90) days
nor more than one hundred twenty (120) days prior to the first anniversary of
the preceding year's annual meeting; provided, however, that in the event that
the date of the annual meeting is advanced by more than thirty (30) days or
delayed by more than
<PAGE>
sixty (60) days from such anniversary date, notice by the stockholder to be
timely must be so delivered not earlier than the 120th day prior to such annual
meeting and not later than the close of business on the later of the 90th day
prior to such annual meeting or the tenth day following the day on which public
announcement of the date of such meeting is first made by the Corporation. In no
event shall the public announcement of a postponement or adjournment of an
annual meeting to a later date or time commence a new time period for the giving
of a stockholder's notice as described above. Such stockholder's notice shall
set forth (i) as to each person whom the stockholder proposes to nominate for
election or reelection as a director all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors in an election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") (including such person's written consent to being named in
the proxy statement as a nominee and to serving as a director if elected); (ii)
as to any other business that the stockholder proposes to bring before the
meeting, a brief description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting and any
material interest in such business of such stockholder and of the beneficial
owner, if any, on whose behalf the proposal is made; and (iii) as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made, (x) the name and address of such
stockholder, as they appear on the Corporation's books, and of such beneficial
owner and (y) the class and number of shares of stock of the Corporation which
are owned beneficially and of record by such stockholder and such beneficial
owner.
(3) Notwithstanding anything in the second sentence of
paragraph (a)(2) of this Section 12 to the contrary, in the event that the
number of directors to be elected to the Board of Directors is increased and
there is no public announcement naming all of the nominees for director or
specifying the size of the increased Board of Directors made by the Corporation
at least one hundred (100) days prior to the first anniversary of the preceding
year's annual meeting, a stockholder's notice required by this Section 12(a)
shall also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the secretary at
the principal executive offices of the Corporation not later than the close of
business on the tenth day following the day on which such public announcement is
first made by the Corporation.
(b) SPECIAL MEETINGS OF STOCKHOLDERS. Only such business
shall be conducted at a special meeting of stockholders as shall have been
brought before the meeting pursuant to the Corporation's notice of meeting.
Nominations of persons for election to the Board of Directors may be made at a
special meeting of stockholders at which directors are to be elected (i)
pursuant to the Corporation's notice of meeting, (ii) by or at the direction of
the Board of Directors or (iii) provided that the Board of Directors has
determined that directors shall be elected at such special meeting by any
stockholder of the Corporation who is a stockholder of record both at the time
of giving of notice provided for in this Section 12(b) and at the time of the
special meeting, who is
<PAGE>
entitled to vote at the meeting and who complied with the notice procedures set
forth in this Section 12(b). In the event the Corporation calls a special
meeting of stockholders for the purpose of electing one or more directors to the
Board of Directors, any such stockholder may nominate a person or persons (as
the case may be) for election to such position as specified in the Corporation's
notice of meeting, if the stockholder's notice containing the information
required by paragraph (a)(2) of this Section 12 shall be delivered to the
secretary at the principal executive offices of the Corporation not earlier than
the 120th day prior to such special meeting and not later than the close of
business on the later of the 90th day prior to such special meeting or the tenth
day following the day on which public announcement is first made of the date of
the special meeting and of the nominees proposed by the Board of Directors to be
elected at such meeting. In no event shall the public announcement of a
postponement or adjournment of a special meeting to a later date or time
commence a new time period for the giving of a stockholder's notice as described
above.
(c) GENERAL. (1) Only such persons who are nominated in
accordance with the procedures set forth in this Section 12 shall be eligible to
serve as directors and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this Section 12. The chairman of the meeting shall
have the power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made or proposed, as the case may
be, in accordance with the procedures set forth in this Section 12 and, if any
proposed nomination or business is not in compliance with this Section 12, to
declare that such defective nomination or proposal shall be disregarded.
(2) For purposes of this Section 12, "public
announcement" shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or comparable news service or in a document
publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Sections 13, 14 or 15(d) of the Exchange Act.
(3) Notwithstanding the foregoing provisions of this
Section 12, a stockholder shall also comply with all applicable requirements of
state law and of the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in this Section 12. Nothing in this Section 12
shall be deemed to affect any right of a stockholder to request inclusion of
proposals in, nor the right of the Corporation to omit a proposal from, the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.
Section 13. VOTING BY BALLOT. Voting on any question or in any
election may be VIVA VOCE unless the presiding officer shall order or any
stockholder shall demand that voting be by ballot.
<PAGE>
ARTICLE III
DIRECTORS
Section 1. GENERAL. The business and affairs of the Corporation
shall be managed under the direction of its Board of Directors. All powers of
the Corporation may be exercised by or under the authority of the Board of
Directors, except as conferred on or reserved to the stockholders by statute,
the Charter or these Bylaws. The Corporation elects to be subject to the
provisions of Section 3-804 of Title 3, Subtitle 8 of the Corporations and
Associations Article of the Annotated Code of Maryland.
Section 2. NUMBER, TENURE AND QUALIFICATIONS. At any regular
meeting or at any special meeting called for that purpose, a majority of the
entire Board of Directors may establish, increase or decrease the number of
directors, provided that the number thereof shall never be less than the minimum
number required by the Maryland General Corporation Law, nor more than fifteen
(15). Pursuant to the Charter, the directors have been divided into classes with
terms of three (3) years. If the number of directors is changed, any increase or
decrease shall be apportioned among the classes so as to maintain the number of
directors in each class as nearly as possible, provided that the tenure of
office of a director shall not be affected by any decrease in the number of
directors. Each director shall hold office for the term for which he is elected
and until his successor is elected and qualified.
Section 3. ANNUAL AND REGULAR MEETINGS. An annual meeting of the
Board of Directors shall be held immediately after and at the same place as the
annual meeting of stockholders, no notice other than this Bylaw being necessary.
The Board of Directors may provide, by resolution, the time and place, either
within or without the State of Maryland, for the holding of regular meetings of
the Board of Directors without other notice than such resolution.
Section 4. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the chairman of the Board of
Directors (or any co-chairman of the Board of Directors if more than one), the
chairman of the Executive Committee of the Board of Directors, the chief
executive officer of the Company or by a majority of directors then in office.
The person or persons authorized to call special meetings of the Board of
Directors may fix any place, whether within or without the State of Maryland, as
the place for holding any special meeting of the Board of Directors called by
them.
Section 5. NOTICE. Notice of any special meeting of the Board of
Directors shall be delivered personally or by telephone, facsimile transmission,
United States mail or courier to each director at his business or residence
address. Notice by personal delivery, by telephone or a facsimile transmission
shall be given at least two (2) days prior to the meeting. Notice by mail shall
be given at least five (5) days prior to the meeting and shall be deemed to
<PAGE>
be given when deposited in the United States mail properly addressed, with
postage thereon prepaid. Telephone notice shall be deemed to be given when the
director is personally given such notice in a telephone call to which he is a
party. Facsimile transmission notice shall be deemed to be given upon completion
of the transmission of the message to the number given to the Corporation by the
director and receipt of a completed answer-back indicating receipt. Neither the
business to be transacted at, nor the purpose of, any annual, regular or special
meeting of the Board of Directors need be stated in the notice, unless
specifically required by statute or these Bylaws.
Section 6. QUORUM. A majority of the directors shall constitute a
quorum for transaction of business at any meeting of the Board of Directors,
provided that, if less than a majority of such directors are present at said
meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice, and provided further that if, pursuant to the
Charter or these Bylaws, the vote of a majority of a particular group of
directors is required for action, a quorum must also include a majority of such
group.
The directors present at a meeting which has been duly called and
convened may continue to transact business until adjournment, notwithstanding
the withdrawal of enough directors to leave less than a quorum.
Section 7. VOTING. The action of the majority of the directors
present at a meeting at which a quorum is present shall be the action of the
Board of Directors, unless the concurrence of a greater proportion is required
for such action by applicable statute.
Section 8. TELEPHONE MEETINGS. 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 shall constitute presence in
person at the meeting.
Section 9. INFORMAL ACTION BY DIRECTORS. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting, if a consent in writing to such action is signed by each
director and such written consent is filed with the minutes of proceedings of
the Board of Directors.
Section 10. VACANCIES. If for any reason any or all of the directors
cease to be directors, such event shall not terminate the Corporation or affect
these Bylaws or the powers of the remaining directors hereunder (even if fewer
than three directors remain). Any vacancy on the Board of Directors for any
cause other than an increase in the number of directors shall be filled by a
majority of the remaining directors, although such majority is less than a
quorum. Any individual so elected as director shall hold office for the
unexpired term of the director he is replacing. Any vacancy in the number of
directors created by an increase in the number of directors may be filled by a
majority vote of the entire Board of Directors. Any individual so elected as
director shall hold office for the remainder of the term of the class to which
he was elected.
<PAGE>
Section 11. COMPENSATION. Directors shall not receive any stated
salary for their services as directors but, by resolution of the Board of
Directors, directors may receive fixed sums per year and/or per meeting.
Expenses of attendance, if any, may be allowed to directors for attendance at
each annual, regular or special meeting of the Board of Directors or of any
committee thereof. Nothing herein contained shall be construed to preclude any
directors from serving the Corporation in any other capacity and receiving
compensation therefor.
Section 12. REMOVAL OF DIRECTORS. The stockholders may remove any
director for cause, in the manner provided in the Charter.
Section 13. LOSS OF DEPOSITS. No director shall be liable for any
loss which may occur by reason of the failure of the bank, trust company,
savings and loan association, or other institution with whom moneys or stock
have been deposited.
Section 14. SURETY BONDS. Unless required by law, no director
shall be obligated to give any bond or surety or other security for the
performance of any of his duties.
Section 15. RELIANCE. Each director, officer, employee and agent of
the Corporation shall, in the performance of his duties with respect to the
Corporation, be fully justified and protected with regard to any act or failure
to act in reliance in good faith upon the books of account or other records of
the Corporation, upon an opinion of counsel or upon reports made to the
Corporation by any of its officers or employees or by the adviser, accountants,
appraisers or other experts or consultants selected by the Board of Directors or
officers of the Corporation, regardless of whether such counsel or expert may
also be a director.
Section 16. CERTAIN RIGHTS OF DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS. The directors shall have no responsibility to devote their full time to
the affairs of the Corporation. Any director or officer, employee or agent of
the Corporation, in his personal capacity or in a capacity as an affiliate,
employee, or agent of any other person, or otherwise, may have business
interests and engage in business activities similar to or in addition to those
of or relating to the Corporation, except as may otherwise have been agreed
between the Corporation and such director or officer, employee or agent.
ARTICLE IV
COMMITTEES
Section 1. NUMBER, TENURE AND QUALIFICATIONS. The Board of
Directors may appoint from among its members an Executive Committee, an Audit
Committee, a Compensation Committee and other committees, composed of one or
more directors, to serve at the pleasure of the Board of Directors.
<PAGE>
Section 2. POWERS. The Board of Directors may delegate to
committees appointed under Section 1 of this Article any of the powers of the
Board of Directors, except as prohibited by law.
Section 3. MEETINGS. Notice of committee meetings shall be given in
the same manner as notice for special meetings of the Board of Directors. In the
absence of any member of any such committee, the members thereof present at any
meeting, whether or not they constitute a quorum, may appoint another director
to act in the place of such absent member. The Board of Directors may designate
a chairman of any committee, and such chairman or any two members of any
committee (if there are at least two members of the committee) may fix the time
and place of its meeting unless the Board shall otherwise provide.
Section 4. QUORUM AND VOTING. A majority of the members of any
committee shall constitute a quorum for the transaction of business by such
committee, and the act of a majority of the quorum shall constitute the act of
the committee.
Section 5. TELEPHONE MEETINGS. Members of 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
shall constitute presence in person at the meeting.
Section 6. INFORMAL ACTION BY COMMITTEES. Any action required or
permitted to be taken at any meeting of a committee of the Board of Directors
may be taken without a meeting, if a consent in writing to such action is signed
by each member of the committee and such written consent is filed with minutes
of proceedings of such committee.
Section 7. VACANCIES. Subject to the provisions hereof, the Board
of Directors shall have the power at any time to change the membership of any
committee, to fill all vacancies, to designate alternate members to replace any
absent or disqualified member or to dissolve any such committee.
ARTICLE V
OFFICERS
Section 1. GENERAL PROVISIONS. The officers of the Corporation
shall include a chairman of the board, a chief executive officer, a president, a
chief financial officer, a secretary and a treasurer and may include a vice
chairman of the board, one or more vice presidents, a chief operating officer,
one or more assistant secretaries and one or more assistant treasurers. In
addition, the Board of Directors may from time to time
<PAGE>
appoint such other officers with such powers and duties as they shall deem
necessary or desirable. The officers of the Corporation shall be elected
annually by the Board of Directors at the first meeting of the Board of
Directors held after each annual meeting of stockholders, except that the chief
executive officer may appoint one or more vice presidents, assistant secretaries
and assistant treasurers. If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as may be convenient.
Each officer shall hold office until his successor is elected and qualifies or
until his death, resignation or removal in the manner hereinafter provided. Any
two or more offices except president and vice president may be held by the same
person. In its discretion, the Board of Directors may leave unfilled any office
except that of chief executive officer, treasurer and secretary. Election of an
officer or agent shall not of itself create contract rights between the
Corporation and such officer or agent.
Section 2. REMOVAL AND RESIGNATION. Any officer or agent of the
Corporation may be removed by the Board of Directors if in its judgment the best
interests of the Corporation would be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed. Any
officer of the Corporation may resign at any time by giving written notice of
his resignation to the Board of Directors, the chairman of the board (or any
co-chairman of the board if more than one), the chief executive officer or the
secretary. Any resignation shall take effect at any time subsequent to the time
specified therein or, if the time when it shall become effective is not
specified therein, immediately upon its receipt. The acceptance of a resignation
shall not be necessary to make it effective unless otherwise stated in the
resignation.
Section 3. VACANCIES. A vacancy in any office may be filled by the
Board of Directors for the balance of the term.
Section 4. CHIEF EXECUTIVE OFFICER. The Board of Directors shall
designate a chief executive officer. In the absence of such designation, the
chairman of the board (or, if more than one, the co-chairmen of the board in the
order designated at the time of their election or, in the absence of any
designation, then in the order of their election) shall be the chief executive
officer of the Corporation. The chief executive officer shall have general
responsibility for implementation of the policies of the Corporation, as
determined by the Board of Directors, and for the management of the business and
affairs of the Corporation.
Section 5. CHIEF OPERATING OFFICER. The Board of Directors may
designate a chief operating officer. The chief operating officer shall have the
responsibilities and duties as set forth by the Board of Directors or the chief
executive officer.
Section 6. CHIEF FINANCIAL OFFICER. The Board of Directors may
designate a chief financial officer. The chief financial officer shall have the
responsibilities and duties as set forth by the Board of Directors or the chief
executive
<PAGE>
officer.
Section 7. CHAIRMAN OF THE BOARD. The Board of Directors shall
designate a chairman of the board (or one or more co-chairmen of the board). The
chairman of the board shall preside over the meetings of the Board of Directors
and of the stockholders at which he shall be present. If there be more than one,
the co-chairmen designated by the Board of Directors will perform such duties.
The chairman of the board shall perform such other duties as may be assigned to
him or them by the Board of Directors.
Section 8. PRESIDENT. The president or chief executive officer, as
the case may be, shall, in general, supervise and control all of the business
and affairs of the Corporation. In the absence of a designation of a chief
operating officer by the Board of Directors, the president shall be the chief
operating officer. He may execute any deed, mortgage, bond, contract or other
instrument, except in cases where the execution thereof shall be expressly
delegated by the Board of Directors or by these Bylaws to some other officer or
agent of the Corporation or shall be required by law to be otherwise executed;
and in general shall perform all duties incident to the office of president and
such other duties as may be prescribed by the Board of Directors from time to
time.
Section 9. VICE PRESIDENTS. In the absence of the president or in
the event of a vacancy in such office, the vice president (or in the event there
be more than one vice president, the vice presidents in the order designated at
the time of their election or, in the absence of any designation, then in the
order of their election) shall perform the duties of the president and when so
acting shall have all the powers of and be subject to all the restrictions upon
the president, and shall perform such other duties as from time to time may be
assigned to him by the chief executive officer or by the Board of Directors. The
Board of Directors may designate one or more vice presidents as executive vice
president or as vice president for particular areas of responsibility.
Section 10. SECRETARY. The secretary shall (a) keep the minutes of
the proceedings of the stockholders, the Board of Directors and committees of
the Board of Directors in one or more books provided for that purpose; (b) see
that all notices are duly given in accordance with the provisions of these
Bylaws or as required by law; (c) be custodian of the corporate records and of
the seal of the Corporation; (d) keep a register of the post office address of
each stockholder which shall be furnished to the secretary by such stockholder;
(e) have general charge of the share transfer books of the Corporation; and (f)
in general perform such other duties as from time to time may be assigned to him
by the chief executive officer or by the Board of Directors.
Section 11. TREASURER. The treasurer shall have the custody of the
funds and securities of the Corporation and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation and
shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of Directors. In the absence of a
<PAGE>
designation of a chief financial officer by the Board of Directors, the
treasurer shall be the chief financial officer of the Corporation.
The treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the chief executive officer and the Board of
Directors, at the regular meetings of the Board of Directors or whenever it may
so require, an account of all his transactions as treasurer and of the financial
condition of the Corporation.
If required by the Board of Directors, the treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, all books, papers,
vouchers, moneys and other property of whatever kind in his possession or under
his control belonging to the Corporation.
Section 12. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The
assistant secretaries and assistant treasurers, in general, shall perform such
duties as shall be assigned to them by the secretary or treasurer, respectively,
or by the chief executive officer or the Board of Directors. The assistant
treasurers shall, if required by the Board of Directors, give bonds for the
faithful performance of their duties in such sums and with such surety or
sureties as shall be satisfactory to the Board of Directors.
Section 13. SALARIES. The salaries of the officers shall be fixed
from time to time by the Board of Directors and no officer shall be prevented
from receiving such salary by reason of the fact that he is also a director.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. CONTRACTS. The Board of Directors may authorize any
officer or agent to enter into any contract or to execute and deliver any
instrument in the name of and on behalf of the Corporation and such authority
may be general or confined to specific instances. Any agreement, deed, mortgage,
lease or other document executed by one or more of the directors or by an
authorized person shall be valid and binding upon the Board of Directors and
upon the Corporation when authorized or ratified by action of the Board of
Directors.
Section 2. CHECKS AND DRAFTS. 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 from time to time be
determined by the Board of Directors.
<PAGE>
Section 3. DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board of Directors
may designate.
ARTICLE VII
STOCK
Section 1. CERTIFICATES. Each stockholder shall be entitled to a
certificate or certificates which shall represent and certify the number of
shares of each class of stock held by him in the Corporation. Each certificate
shall be signed by the chief executive officer, the president or a vice
president and countersigned by the secretary or an assistant secretary or the
treasurer or an assistant treasurer and may be sealed with the seal, if any, of
the Corporation. The signatures may be either manual or facsimile. Certificates
shall be consecutively numbered and if the Corporation shall, from time to time,
issue several classes of stock, each class may have its own number series. A
certificate is valid and may be issued whether or not an officer who signed it
is still an officer when it is issued. Each certificate representing shares
which are restricted to as their transferability or voting powers, which are
preferred or limited as to their dividends or as to their allocable portion of
the assets upon liquidation or which are redeemable at the option of the
Corporation, shall have a statement of such restriction, limitation, preference
or redemption provision, or a summary thereof, plainly stated on the
certificate. In lieu of such statement or summary, the Corporation may set forth
upon the face or back of the certificate a statement that the Corporation will
furnish to any stockholder, upon request and without charge, a full statement of
such information.
Section 2. TRANSFERS. Upon surrender to the Corporation or the
transfer agent of the Corporation of a stock certificate duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, the Corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
The Corporation shall be entitled to treat the holder of record of any
share 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 on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the State of
Maryland.
Notwithstanding the foregoing, transfers of shares of any class of
stock will be subject in all respects to the Charter and all of the terms and
conditions contained therein.
Section 3. LOST CERTIFICATE. The Board of Directors (or any officer
designated by it) may direct a new certificate to be issued in place of any
certificate previously issued by the Corporation alleged to have been lost,
stolen or destroyed upon the making of an affidavit of that fact by the person
claiming the certificate to be lost,
<PAGE>
stolen or destroyed. When authorizing the issuance of a new certificate, the
Board of Directors may, in its 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
they shall require and/or to give bond, with sufficient surety, to the
Corporation to indemnify it against any loss or claim which may arise as a
result of the issuance of a new certificate.
Section 4. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The
Board of Directors may set, in advance, a record date for the purpose of
determining stockholders entitled to notice of or to vote at any meeting of
stockholders, or stockholders entitled to receive payment of any dividend or the
allotment of any other rights or in order to make a determination of
stockholders for any other proper purpose. Such date, in any case, shall not be
prior to the close of business on the date the record date is fixed and shall be
not more than ninety (90) days and, in the case of a meeting of stockholders,
not less than ten (10) days, before the date on which the meeting or particular
action requiring such determination of stockholders is to be held or taken.
In lieu of fixing a record date, the Board of Directors may provide
that the stock transfer books shall be closed for a stated period but not longer
than twenty (20) days. If the stock transfer books are closed for the purpose of
determining stockholders entitled to notice of or to vote at a meeting of
stockholders, such books shall be closed for at least ten (10) days before the
date of such meeting.
If no record date is fixed and the stock transfer books are not closed
for the determination of stockholders, (a) the record date for the determination
of stockholders entitled to notice of or to vote at a meeting of stockholders
shall be at the close of business on the date on which the notice of meeting is
mailed or the 30th day before the meeting, whichever is the closer date to the
meeting; and (b) the record date for the determination of stockholders entitled
to receive payment of a dividend or an allotment of any other rights shall be
the close of business on the day on which the resolution of the directors,
declaring the dividend or allotment of rights, is adopted.
When a determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, except when (i) the determination has been
made through the closing of the transfer books and the stated period of closing
has expired or (ii) the meeting is adjourned to a date more than 120 days after
the record date fixed for the original meeting, in either of which case a new
record date shall be determined as set forth herein.
Section 5. STOCK LEDGER. The Corporation shall maintain at its
principal office or at the office of its counsel, accountants or transfer agent,
an original or duplicate share ledger containing the name and address of each
stockholder and the number of shares of each class held by such stockholder.
<PAGE>
Section 6. FRACTIONAL STOCK; ISSUANCE OF UNITS. The Board of
Directors may issue fractional stock or provide for the issuance of scrip, all
on such terms and under such conditions as they may determine. Notwithstanding
any other provision of the Charter or these Bylaws, the Board of Directors may
issue units consisting of different securities of the Corporation. Any security
issued in a unit shall have the same characteristics as any identical securities
issued by the Corporation, except that the Board of Directors may provide that
for a specified period securities of the Corporation issued in such unit may be
transferred on the books of the Corporation only in such unit.
Section 7. EXEMPTION FROM CONTROL SHARE ACQUISITION STATUTE.
Notwithstanding any other provision of the Charter or these Bylaws, Title 3,
Subtitle 7 of the Corporations and Associations Article of the Annotated Code of
Maryland (or any successor statute) shall not apply to any acquisition of shares
of stock of the Corporation by (1) any member of the Cali Group or the Mack
Group (each as defined in the Schedule 13G filed on behalf of such group from
time to time), (2) Affiliates or associates of any member of the Cali Group or
the Mack Group, (3) directors, officers and employees of the Corporation, and
(4) any person approved by the Board of Directors in its sole discretion prior
to the acquisition by such person of control shares. This section may be
repealed, in whole or in part, at any time, whether before or after an
acquisition of control shares and, upon such repeal, may, to the extent provided
by any successor bylaw, apply to any prior or subsequent control share
acquisition.
ARTICLE VIII
ACCOUNTING YEAR
The Board of Directors shall have the power, from time to time, to fix
the fiscal year of the Corporation by a duly adopted resolution, and, in the
absence of such resolution, the fiscal year shall be the period ending December
31.
ARTICLE IX
DISTRIBUTIONS
Section 1. AUTHORIZATION. Dividends and other distributions upon
the stock of the Corporation may be authorized and declared by the Board of
Directors, subject to the provisions of law and the Charter. Dividends and other
distributions may be paid in cash, property or stock of the Corporation, subject
to the provisions of law and the Charter.
Section 2. CONTINGENCIES. Before payment of any dividends or other
distributions, there may be set aside out of any funds of the Corporation
available for dividends or other distributions such sum or sums as the Board of
Directors may from
<PAGE>
time to time, in its absolute discretion, think proper as a reserve fund for
contingencies, for equalizing dividends or other distributions, for repairing or
maintaining any property of the Corporation or for such other purposes as the
Board of Directors shall determine to be in the best interest of the
Corporation, and the Board of Directors may modify or abolish any such reserve
in the manner in which it was created.
ARTICLE X
INVESTMENT POLICY
Subject to the provisions of the Charter, the Board of Directors may
from time to time adopt, amend, revise or terminate any policy or policies with
respect to investments by the Corporation as it shall deem appropriate in its
sole discretion.
ARTICLE XI
SEAL
Section 1. SEAL. The Board of Directors may authorize the adoption
of a seal by the Corporation. The seal shall have inscribed thereon the name of
the Corporation and the year of its organization. The Board of Directors may
authorize one or more duplicate seals and provide for the custody thereof.
Section 2. AFFIXING SEAL. Whenever the Corporation is permitted or
required to affix its seal to a document, it shall be sufficient to meet the
requirements of any law, rule or regulation relating to a seal to place the word
"(SEAL)" adjacent to the signature of the person authorized to execute the
document on behalf of the Corporation.
ARTICLE XII
INDEMNIFICATION
To the maximum extent permitted by Maryland law in effect from time to
time, the Corporation, without requiring a preliminary determination of the
ultimate entitlement to indemnification, shall indemnify and shall pay or
reimburse reasonable expenses in advance of final disposition of a proceeding to
(i) any individual who is a present or former director or officer of the
Corporation or (ii) any individual who, while a director of the Corporation and
at the request of the Corporation, serves or has served another corporation,
partnership, joint venture, trust, employee benefit plan or any other enterprise
as a director, officer, partner or trustee of such corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise. The Corporation
may, with the approval of its Board of Directors, provide such indemnification
and advancement of expenses to a person who served a predecessor of the
Corporation in any of the capacities described in (i) or (ii) above and to any
employee or agent of the Corporation or a predecessor of the Corporation.
<PAGE>
Neither the amendment nor repeal of this Article, nor the adoption or
amendment of any other provision of the Bylaws or Charter inconsistent with this
Article, shall apply to or affect in any respect the applicability of the
preceding paragraph with respect to any act or failure to act which occurred
prior to such amendment, repeal or adoption.
ARTICLE XIII
WAIVER OF NOTICE
Whenever any notice is required to be given pursuant to the Charter or
these Bylaws or pursuant to applicable law, a waiver thereof in writing, signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice.
Neither the business to be transacted at, nor the purpose of, any meeting need
be set forth in the waiver of notice, unless specifically required by statute.
The attendance of any person at any meeting shall constitute a waiver of notice
of such meeting, except where such person attends a meeting for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.
ARTICLE XIV
AMENDMENT OF BYLAWS
The Board of Directors shall have the exclusive power to adopt, alter
or repeal any provision of these Bylaws and to make new Bylaws.
Adopted: June 10, 1999
