Sub-Item 77Q1: Exhibit A
SECOND AMENDED AND RESTATED BYLAWS OF
BANCROFT CONVERTIBLE FUND, INC.
(Adopted Effective February 16, 2000)
ARTICLE I
OFFICES
Section 1. The registered office in the State of Delaware
shall be as stated in the Certificate of Incorporation or at
such other location in the State of Delaware to which the
registered office shall be changed by action of the Board of
Directors.
Section 2. The Corporation may also have offices at such
other places both within and without the State of Delaware 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. All meetings of the stockholders shall be held
at such time and place, within or without the State of
Delaware, as may be fixed from time to time by the Board of
Directors and stated in the notice of the meeting or in a duly
executed waiver of notice thereof.
Section 2. Annual meetings of stockholders shall be held
on the fourth Wednesday in February, or any other day as may be
fixed by the Board of Directors and stated in the notice of the
meeting, at which they shall elect, by a plurality vote,
Directors and shall transact such other business as may
properly be brought before the meeting.
Section 3. Written notice of the annual meeting, stating
the place, date and hour of the meeting, shall be given to each
stockholder entitled to vote thereat not less than ten nor more
than sixty days before the date of the meeting.
Section 4. The officer who has charge of the stock ledger
of the Corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the
stockholders entitled to vote at said meeting, arranged in
alphabetical order, showing the address of and the number of
shares registered in the name of each stockholder. Such list
shall be open to the examination of any stockholder, during
ordinary business hours, for a period of at least ten days
prior to the meeting, either at a place within the city, town
or village where the meeting is to be held and which place
shall be specified in the notice of the meeting, or, if not
specified, at the place where said meeting is to be held, and
the list shall be produced and kept at the time and place of
the meeting during the whole time thereof, and subject to the
inspection of any stockholder who may be present.
Section 5. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or
by the Certificate of Incorporation, may be called by the
Chairman of the Board of Directors or the President and shall
be called by the Chairman of the Board or President at the
request in writing of a majority of the Board of Directors, or
at the request in writing of the stockholders owning a majority
in amount of the entire capital stock of the Corporation issued
and outstanding and entitled to vote. Such request shall state
the purpose and purposes of the proposed meeting.
Section 6. Written notice of a special meeting of
stockholders, stating the place, date and hour of the meeting
and the purpose or purposes for which the meeting is called,
shall be given to each stockholder entitled to vote thereat,
not less than ten nor more than sixty days before the date
fixed for the meeting, provided, however, that the first
meeting of stockholders may be held on two days notice given to
each stockholder.
Section 7. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the
notice.
QUORUM AND VOTING
Section 8. The holders of a majority of the stock issued
and outstanding and entitled to vote thereat, present in person
or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the Certificate
of Incorporation. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting
from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented.
At such adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have
been transacted at the meeting as originally notified. If the
adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote of the meeting.
Section 9. When a quorum is present at any meeting, in all
matters other than the election of Directors, the affirmative
vote of the majority of shares present in person or represented
by proxy at such meeting and entitled to vote on the subject
matter shall be the act of the stockholders, unless the
question is one upon which, by express provision of the
statutes or of the Certificate of Incorporation, a different
vote is required in which case such express provision shall
govern and control the decision of such question. Directors
shall be elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting and
entitled to vote on the election of Directors.
Section 10. Each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for
each share of the capital stock having voting power held by
such stockholder, but no proxy shall be voted on or after one
year from its date, unless the proxy provides for a longer
period. A proxy may be given to the Corporation by the
stockholder or by his or her duly authorized attorney in fact.
A proxy may be given to the Corporation through written,
electronic, computerized, telegram, cablegram, facsimile,
telecommunication or telex communication. A stockholder may
duly authorize an attorney in fact through written, electronic,
telephonic, computerized, telegram, cablegram, facsimile,
telecommunication, telex or oral communication or by any other
form of communication.
Section 11. Whenever the vote of the stockholders at a
meeting thereof is required or permitted to be taken in
connection with any corporate action by any provisions of the
statutes or of the Certificate of Incorporation, the meeting,
notice thereof and vote of stockholders may be dispensed with,
if all the stockholders who would have been entitled to vote
upon the action if such meeting were held shall consent in
writing to such corporate action being taken and the writing is
filed with the minutes of the proceedings of such holders.
NOMINATIONS AND PROPOSALS BY STOCKHOLDERS
Section 12. (a) Annual Meetings of 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 stockholders
(A) pursuant to the Corporation's notice of meeting, (B) by or
at the direction of the Board of Directors or (C) 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 (C) 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 later than the close of business on the 90th day nor
earlier than the close of business on the 120th day 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 30 days or delayed by
more than 60 days from such anniversary date or if the
Corporation has not previously held an annual meeting, notice
by the stockholder to be timely must be so delivered not
earlier than the close of business on 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 (A) 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); (B) 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 (C) as to the
stockholder giving the notice and the beneficial owner, if any,
on whose behalf the nomination or proposal is made, (i) the
name and address of such stockholder, as they appear on the
Corporation's books, and of such beneficial owner and (ii) the
number of shares of each class 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
by the Corporation naming all of the nominees for director or
specifying the size of the increased Board of Directors at
least 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 (A) pursuant to the Corporation's notice of meeting,
(B) by or at the direction of the Board of Directors or (C)
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
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 close of business on 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 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 Section 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 rights of
stockholders to request inclusion of proposals in, nor any
rights of the Corporation to omit a proposal from, the
Corporation's proxy statement pursuant to Rule 14a-8 under
the Exchange Act.
ARTICLE III
DIRECTORS
Section 1. The number of Directors which shall constitute
the whole Board shall be determined from time to time by the
Board of Directors, but shall not be less than five. Beginning
in 1972, the Directors shall be elected at the annual meeting
of the stockholders. For purposes of this Article III, a
potential Director will not be deemed to be qualified to serve
as a Director unless, after giving effect to his or her
election to the Board of Directors, at least two-thirds of the
Board of Directors would be Independent Directors, as defined
in Section 3 below.
Section 2. Any vacancy in the Board of Directors resulting
from death, resignation, increase in the authorized number of
Directors or otherwise, may be filled for the unexpired term by
a majority vote of the remaining Directors in office, though
less than a quorum; provided, that: (i) the Independent
Director requirements specified in Section 1 above are
satisfied, (ii) after the filling of any such vacancy at least
two-thirds of the Board of Directors then holding office shall
have been elected by the stockholders, and (iii) if at any time
less than a majority of the Directors then holding office were
elected by the stockholders, a stockholders' meeting shall
forthwith be called, to be held as promptly as possible, and in
any event within sixty days, for the purpose of electing an
entire new Board of Directors. If, at any time, fewer than
two-thirds of the Directors are Independent Directors, the
Board of Directors shall, at the next regularly scheduled
meeting or at any special meeting, consider appointing
additional Independent Directors to the Board. Each Director
elected shall hold office until his or her successor is elected
and qualified. Unless the Board of Directors adopts a policy
that provides otherwise, Directors need not be stockholders.
Section 3. For purposes of these Bylaws, a Director shall
be deemed to be an "Independent Director" if he or she: (i) is
not an "interested person" of the Corporation within the
meaning of the Investment Company Act of 1940, as amended, and
the rules and regulations promulgated thereunder and (ii) is
not a former officer or director of the Corporation's
investment adviser or its subsidiary.
Section 4. The business of the Corporation shall be
managed by its Board of Directors which may exercise all such
powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Certificate of
Incorporation or by these Bylaws directed or required to be
exercised or done by the stockholders.
Section 5. The Independent Directors of the Corporation,
as defined in Section 3 above, or a committee of Independent
Directors, may use the assets of the Corporation to retain
experts, including legal counsel other than regular legal
counsel to the Corporation and the Independent Directors, when
they deem it necessary to further the interests of the
Corporation's stockholders.
MEETING OF THE BOARD OF DIRECTORS
Section 6. The Board of Directors of the Corporation may
hold meetings, both regular and special, either within or
without the State of Delaware.
Section 7. The first meeting of each newly elected Board
of Directors shall be held as soon as practicable following and
at the same place as the Annual Meeting of Stockholders and no
notice of such meeting shall be necessary to the newly elected
Directors in order legally to constitute the meeting, provided
a quorum shall be present. In the event such meeting is not
held at the said time and place, the meeting may be held at
such time and place as shall be specified in a notice given as
hereinafter provided for special meetings of the Board of
Directors, or as shall be specified in a written waiver signed
by all of the Directors.
Section 8. Regular meetings of the Board of Directors may
be held without notice at such time and at such place as shall
from time to time be determined by the Board.
Section 9. Special meetings of the Board may be called by
the Chairman of the Board or the President on one day's notice
to each Director, either personally or by mail or by telegram;
special meetings shall be called by the Chairman of the Board
or the President in like manner and on like notice on the
written request of two Directors. Personal notice shall
include notice given orally or by telephone.
Section 10. At all meetings of the Board, a majority of
the total number of Directors shall constitute a quorum for the
transaction of business and the act of a majority of the
Directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be
otherwise specifically provided by statute or by the
Certificate of Incorporation. If a quorum shall not be present
at any meeting of the Board of Directors, the Directors present
thereat may adjourn the meeting from time to time without
notice other than announcement at the meeting, until a quorum
shall be present.
Section 11. Unless otherwise restricted by the Certificate
of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors
or of any committee thereof may be taken without a meeting, if
all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the Board or
committee.
Section 12. Unless otherwise restricted by the Certificate
of Incorporation or these Bylaws, members of the Board of
Directors, or any committee designated by the Board of
Directors, may participate in a meeting of the Board of
Directors, or any committee, by means of conference telephone
or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and
such participation in a meeting shall constitute presence in
person at the meeting.
COMMITTEES OF DIRECTORS
Section 13. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more
committees, each committee to consist of two or more of the
Directors of the Corporation, which, to the extent provided in
the resolution, shall have and may exercise the powers of the
Board of Directors in the management of the business and
affairs of the Corporation and may authorize the seal of the
Corporation to be affixed to all papers which may require it.
Such committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by
the Board of Directors. In the absence or disqualification of
any member of such a committee, the member or members thereof
present at any meeting and not disqualified from voting,
whether or not he, she or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to
act at the meeting in the place of any such absent or
disqualified member.
Section 14. Each committee shall keep regular minutes of
its meetings and report the same to the Board of Directors when
required.
COMPENSATION OF DIRECTORS
Section 16. The Directors may be paid their expenses, if
any, of attendance at each meeting of the Board of Directors.
A Director may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as
Director, or both such fixed sum and stated salary. No such
payment shall preclude any Director from serving the
Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be
allowed like compensation for attending committee meetings.
ARTICLE IV
NOTICES
Section 1. Notices to stockholders shall be in writing and
delivered personally or mailed to stockholders at their
addresses appearing on the books of the Corporation. Notices
to Directors shall be oral or by telephone, telegram or
facsimile, or in writing delivered personally or mailed to the
Directors at their addresses appearing on the books of the
Corporation. Notice by mail to stockholders or Directors shall
be deemed to be given at the time when the same shall be
mailed.
Section 2. Whenever any notice is required to be given
under the provisions of the statutes or of the Certificate of
Incorporation or of these Bylaws, a waiver thereof in writing,
signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be
deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the Corporation shall include
the Chairman of the Board, the President, one or more Vice
Presidents (one of whom may be designated an Executive Vice
President), the Treasurer and the Secretary. Any two or more
offices may be held by the same person. Such officers shall be
elected by the Board of Directors each year at the organization
meeting held after the annual meeting of stockholders, each to
hold office until the meeting of the Board following the next
annual meeting of the stockholders and until his or her
successor shall have been duly elected and shall have
qualified, or until his or her death, or until he or she shall
have resigned, or have been removed, as hereinafter provided in
these Bylaws. The Board may from time to time elect, or
delegate to the Chairman of the Board or the President the
power to appoint, such officers (including one or more
Assistant Vice Presidents, one or more Assistant Treasurers and
one or more Assistant Secretaries) and such agents, as may be
necessary or desirable for the business of the Corporation.
Section 2. Any officer of the Corporation may resign at
any time by giving written notice of his or her resignation to
the Board, the Chairman of the Board, the President or the
Secretary. Any such resignation shall take effect at the time
specified therein, or, if the time when it shall become
effective shall not be specified therein, immediately upon its
receipt; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make
it effective.
Section 3. Any officer or agent of the Corporation may be
removed, either with or without cause, at any time, by the vote
of the majority of the entire Board at any meeting of the Board
or, except in the case of an officer or agent elected or
appointed by the Board, by the Chairman of the Board or by the
President.
Section 4. A vacancy in any office, whether arising from
death, resignation, removal or any other cause, may be filled
for the unexpired portion of the term of the office which shall
be vacant, in the manner prescribed in these Bylaws for the
regular election or appointment to such office.
Section 5. The salaries of all officers and agents of the
Corporation shall be fixed by the Board of Directors.
THE CHAIRMAN
Section 6. The Chairman of the Board shall be the chief
executive officer of the Corporation and shall have the general
and active management of the business of the Corporation and
general and active supervision and direction over the other
officers, agents and employees and shall see that their duties
are properly performed. He or she shall, if present, preside
at each meeting of the stockholders and of the Board and shall
be an ex officio member of all committees of the Board. He or
she shall perform all duties incident to the office of Chairman
of the Board and chief executive officer and such other duties
as may from time to time be assigned to him or her by the
Board. In the case of the absence of the President or his or
her inability to act, the Chairman of the Board 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. He or she shall perform all the duties incident to
the office of president and such other duties as from time to
time may be assigned to him or her by the Board or these
Bylaws.
THE PRESIDENT
Section 7. The President shall be the chief administrative
officer of the Corporation and shall have general and active
supervision and direction over the business and affairs of the
Corporation and over its several officers, subject, however, to
the direction of the Chairman of the Board and the control of
the Board. At the request of the Chairman of the Board, or in
the case of his or her absence or inability to act, the
President shall perform the duties of the Chairman of the Board
and when so acting shall have all the powers of, and be subject
to all the restrictions upon, the Chairman of the Board. He or
she shall perform all duties incident to the office of Chairman
of the Board and when so acting shall have all the powers of,
and be subject to all the restrictions upon, the Chairman of
the Board. He or she shall perform all duties incident to the
office of the Chairman of the Board and such other duties as
from time to time may be assigned to him or her by the Board,
the Chairman of the Board or these Bylaws.
VICE-PRESIDENTS
Section 8. In the absence of the President or in the event
of his or her refusal to act, and if a Vice President has been
appointed by the Board of Directors, the Vice President (or in
the event there be more than one Vice President, the Vice
Presidents in the order designated by the Directors, 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. Each Vice President shall
perform such other duties as from time to time may be assigned
to him or her by the Board, the Chairman of the Board or the
President.
THE TREASURER AND ASSISTANT TREASURER
Section 9. The Treasurer shall
(a) have charge and custody of, and be responsible
for, all the funds and securities of the
Corporation, except those which the Corporation
has placed in the custody of a bank or trust
company pursuant to a written agreement
designating such bank or trust company as
custodian of the property of the Corporation;
(b) keep full and accurate accounts of receipts
and disbursements in books belonging to the
Corporation, except that such functions may be
delegated to the Custodian of the property of
the Corporation pursuant to a written agreement;
(c) cause all moneys and other valuables to be
deposited to the credit of the Corporation;
(d) receive, and give receipts for, moneys due and
payable to the Corporation from any source
whatsoever;
(e) disburse the funds of the Corporation and
supervise the investment of its funds as ordered
or authorized by the Board, taking proper
vouchers therefor; and
(f) in general, perform all the duties incident to
the office of Treasurer and such other duties as
from time to time may be assigned to him or her
by the Board, the President, or the Chairman of
the Board.
Section 10. The Assistant Treasurer, or if there shall
be more than one, the Assistant Treasurers in the order
determined by the Board of Directors (or if there be no
such determination, then in order of their election) shall,
in the absence of the Treasurer or in the event of his or
her inability or refusal to act, perform the duties and
exercise the powers of the Treasurer and shall perform such
other duties and have such other powers as the Board of
Directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
Section 11. The Secretary shall
(a) keep or cause to be kept in one or more books
provided for the purpose, the minutes of all
meetings of the Board, the committees of the
Board and the stockholders;
(b) see that all notices are duly given in
accordance with the provisions of these Bylaws
and as required by law;
(c) be custodian of the records and the seal of
the Corporation and affix and attest the
seal to all stock certificates of the
Corporation (unless the seal of the Corporation
on such certificates shall be a facsimile, as
hereinafter provided) and affix and attest the
seal to all other documents to be executed on
behalf of the Corporation under its seal;
(d) see that the books, reports, statements,
certificates and other documents and records
required by law to be kept and filed are
properly kept and filed; and
(e) in general, perform all the duties incident to
the office of Secretary and such other duties
as from time to time may be assigned to him or
her by the Board, the President, or the
Chairman of the Board.
Section 12. The Assistant Secretary, or if there shall be
more than one, the Assistant Secretaries in the order
determined by the Board of Directors (or if there be no such
determination, then in order of their election) shall, in the
absence of the Secretary or in the event of his or her
inability or refusal to act, perform the duties and exercise
the powers of the Secretary and shall perform such other duties
and have such other powers as the Board of Directors may from
time to time prescribe.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Every holder of stock in the Corporation shall
be entitled to have a certificate, signed by, or in the name of
the Corporation by, the Chairman of the Board, the President or
a Vice President and the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary of the Corporation,
and sealed with the manual or facsimile seal of the
Corporation, certifying the number of shares owned by him or
her in the Corporation.
Section 2. Where a certificate is signed (1) by a transfer
agent or an assistant transfer agent or (2) by a transfer clerk
acting on behalf of the Corporation and a registrar, the
signature of any such President, Vice President, Treasurer,
Assistant Treasurer, Secretary or Assistant Secretary may be
facsimile. In case any officer or officers who have signed, or
whose facsimile signature or signatures have been used on, any
such certificate or certificates, shall cease to be such
officer or officers of the Corporation, whether because of
death, resignation or otherwise, before such certificate or
certificates have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the
Corporation and be issued and delivered as though the person or
persons who signed such certificate or certificates or whose
facsimile signature or signatures have been used thereon had
not ceased to be such officer or officers of the Corporation.
LOST CERTIFICATES
Section 3. The Board of Directors may direct a new
certificate or certificates to be issued in place of any
certificate or certificates theretofore 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 of stock to be lost, stolen or
destroyed, or upon receipt of other satisfactory evidence of
such loss, theft or destruction. When authorizing such issue
of a new certificate or certificates, 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 certificates, or his or her legal
representative, to advertise the same in such manner as it
shall require and/or to give the Corporation a bond in such sum
as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate
alleged to have been lost, stolen or destroyed.
TRANSFERS OF STOCK
Section 4. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, it shall be the duty of
the Corporation to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the
transaction upon its books.
CLOSING OF TRANSFER BOOKS
Section 5. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent
to corporate action in writing without a meeting, or entitled
to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for
the purpose of any other lawful action, the Board of Directors
may fix in advance a record date, which shall not be more than
sixty nor less than ten days before the date of such meeting,
nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board
of Directors may fix a new record date for the adjourned
meeting. Unless a record date is fixed by the Board of
Directors for the determination of stockholders entitled to
receive notice of, or to vote at, a stockholders' meeting,
transferees of shares which are transferred on the books of the
Corporation within twenty days next preceding the date of such
meeting shall not be entitled to receive notice of, or to vote
at, such meeting.
REGISTERED STOCKHOLDERS
Section 6. The Corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such
owner, and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares 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 Delaware.
ARTICLE VII
GENERAL PROVISIONS
FISCAL YEAR
Section 1. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.
SEAL
Section 2. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and
the words "Corporate Seal, Delaware." The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
REPORTS
Section 3. The Corporation shall transmit to its
stockholders semi-annual unaudited or audited reports of its
financial condition and annual reports audited by independent
public accountants.
DIVIDENDS
Section 4. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of
Directors at any regular or special meeting pursuant to law.
Dividends may be paid in cash, in property or in shares of the
capital stock, subject to the provisions of the Certificate of
Incorporation.
Section 5. Before payment of any dividend, there may be
set aside out of any funds of the Corporation available for
dividends such sum or sums as the Directors from time to time,
in their absolute discretion, think proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the Corporation or
for such other purpose as the Directors shall think conducive
to the interest of the Corporation, and the Directors may
modify or abolish any such reserve in the manner in which it
was created.
ARTICLE VIII
INDEMNIFICATION
The Corporation shall indemnify its officers and Directors
to the extent permitted by Delaware law as amended from time to
time, provided, however, that no officer or Director shall be
protected against any liability to the corporation or its
stockholders to which he or she would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his
or her office.
ARTICLE IX
AMENDMENTS
These Bylaws may be amended or repealed, or new
Bylaws may be adopted by the Board of Directors at
any meeting thereof; provided, however, that notice
of such meeting shall have been given as provided
in these Bylaws, which notice shall mention that
amendment or repeal of the Bylaws, or the adoption
of new Bylaws, is one of the purposes of such
meeting. Any such Bylaws adopted by the Board may
be amended or repealed, or new Bylaws may be
adopted, by vote of the stockholders of the
Corporation, at any annual or special meeting
thereof; provided, however, that the notice of such
meeting shall have been given as provided in these
Bylaws, which notice shall mention that amendment
or repeal of these Bylaws, or the adoption of new
Bylaws, is one of the purposes of such meeting.
