As filed with the Securities and Exchange Commission on September 29, 1998
Investment Company Act No. 811-266
- --------------------------------------------------------------------------------
U.S. SECURITIES AND EXCHANGE COMMISSION,
Washington, D.C. 20549
FORM N-2
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 28
TRI-CONTINENTAL CORPORATION
Exact Name of Registrant as Specified in Charter
100 Park Avenue, New York, New York 10017
Address of Principal Executive Offices (Number, Street, City, State, Zip Code)
(212) 850-1864 or (800) 221-2450
Registrant's Telephone Number, including Area Code
Frank J. Nasta, Esq.,
J. & W. Seligman & Co. Incorporated
100 Park Avenue
New York, New York 10017
Name and Address (Number, Street, City, State, Zip Code) of Agent for Service
- --------------------------------------------------------------------------------
|X||X|
<PAGE>
EXPLANATORY NOTE
This filing is being made for the sole purpose of filing as an Exhibit the
amended By-Laws of Tri-Continental Corporation.
<PAGE>
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
Registrant's By-Laws, as amended through July 16, 1998, are filed herewith
as Exhibit 2.b.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this amendment to its Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, State of New York, on the 29th day of September, 1998.
TRI-CONTINENTAL CORPORATION
(Registrant)
By: /s/Brian T. Zino
Brian T. Zino, President
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
2.b. Registrant's amended By-Laws
Exhibit 2.b.
TRI-CONTINENTAL CORPORATION
BY-LAWS
ARTICLE I.
SECTION 1. Place of Holding Meetings: All meetings of the stockholders
shall be held at the principal office of the Corporation at Baltimore, in the
State of Maryland, or at such other place in the United States as the Board of
Directors may designate.
SECTION 2. Quorum; Adjournment of Meetings: The presence in person or by
proxy of stockholders entitled to cast a majority in number of votes shall
constitute a quorum at all meetings of the stockholders except as otherwise
provided by law or by the Charter of the Corporation. If less than a quorum
shall be in attendance at the time for which the meeting shall have been called,
the meeting, may, after the lapse of at least half an hour, be adjourned from
time to time by the vote of a majority in number of votes of the stockholders
present in person or by proxy at such meeting, for a period not exceeding one
month for any one adjournment, without any notice or call other than by
announcement at the meeting of the time and place of the holding of the
adjourned meeting quorum shall attend. Any meeting or adjournment thereof at
which a quorum is present may also be adjourned by a like majority vote, for
such time without notice or call, or upon such notice or call as may be
determined by such majority vote. At any adjourned meeting at which a quorum
shall be present, any business may be transacted which might have been
transacted if the meeting had been held as originally called.
SECTION 3. Annual Meetings; Election of Directors: An annual meeting of
the stockholders for the election of directors, and the transaction of general
business shall be held during the 31-day period commencing April 15 of each year
on such day and at such hour as may be fixed by the Board of Directors. If the
Corporation is required to hold a meeting of stockholders to elect directors,
such meeting shall be designated an annual meeting and shall be held on such
date no later than 120 days after the occurrence of the event requiring the
meeting and at such hour as may be designated by the Board of Directors and
stated in the notice of such meeting. Any business of the Corporation may be
considered at an annual meeting without being specified in the notice, except as
otherwise required by law.
SECTION 4. Special Meetings: Special meetings of the stockholders for any
purpose or purposes may be called by the Chairman of the Board or by a majority
of the Board of Directors or by a majority of the Executive Committee and shall
be called by the Secretary upon the written request of the holders of shares
entitled to not less than twenty-five per cent of all the votes entitled to be
cast at such meeting. Such request shall state the purpose or purposes of such
meeting and the matters proposed to be acted on thereat. The Secretary shall
inform such stockholders of the reasonably estimated cost of preparing and
mailing such notice of the meeting, and upon payment to the Corporation of such
costs the Secretary shall give notice stating the purpose or purposes of the
meeting, as required by Section 5 of this Article I, to all stockholders
entitled to vote at such meeting. No special meeting need be called upon the
request of the holders of shares entitled to cast less than a majority of all
votes entitled to be cast at such meeting, to consider any matter which is
substantially the same as a matter voted upon at any special meeting of
stockholders held during the preceding twelve months.
SECTION 5. Notice of Stockholders Meetings: Written notice stating the
place and time of the meeting, and in case of a special meeting the purpose or
purposes for which the meeting is called, shall be given by the Secretary to
each stockholder entitled to vote thereat at his post-office address as it
appears on the records of the Corporation, at least ten and not more than ninety
days prior to the meeting.
SECTION 6. Voting; Elections; Inspectors; Votes by Ballot: At each meeting
of stockholders every stockholder of any class entitled to vote at such meeting,
of record at the close of business on the date fixed for the determination of
stockholders entitled to vote thereat, shall, unless otherwise provided in these
By-Laws or in the Charter of the Corporation, have one vote for each share of
such stock standing in his name on the books of the Corporation at the close of
business on said date, or, if no such date shall have been fixed and the books
of the Corporation shall have been closed against transfers of stock as in
Section 3 of Article V hereof provided, every stockholder of record of any class
entitled to vote thereat shall, unless otherwise provided in these By-Laws or in
the Charter of the Corporation, have one vote for each share of such stock
standing in his name on the books of the Corporation at the close of business on
the day on which notice of the meeting is mailed or the day 30 days before the
meeting, whichever is the closer date to the meeting, in each case either in
person or by proxy appointed by instrument in writing subscribed by such
stockholder or his duly authorized attorney. No proxy which shall be dated more
than three months before the meeting at which it is offered shall be accepted,
unless such proxy shall, on its face, name a longer period for which it is to
remain in force.
All elections shall be had and all questions decided by a majority vote of
the votes cast at a duly constituted meeting, except as otherwise provided for
in these By-Laws or in the Charter of the Corporation or by some specific
statutory provision superseding the restrictions and limitations contained in
the Charter of the Corporation.
At any election of directors, the Chairman of the meeting may, and upon
the request of the holders of ten per cent (10%) of the stock present and
entitled to vote at such election shall, appoint two inspectors of election who
shall subscribe an oath or affirmation to execute faithfully the duties of
inspectors at such election with strict impartiality and according to the best
of their ability and shall canvass the votes and make and sign a certificate of
the result thereof. No candidate for the office of director shall be appointed
as such inspector.
The Chairman of the meeting may cause a vote by ballot to be taken upon
any election or matter, and such vote by ballot shall be taken upon the request
of the holders of ten per cent (10%) of the stock present and entitled to vote
on such election or matter.
SECTION 7. Conduct of Stockholder Meetings: Each meeting of the
stockholders shall be presided over by the Chairman of the Board, or if he is
not present, by the President or if neither of them is present, by an executive
officer of the Corporation designated by the Chairman of the Board or by the
President to act as chairman of such meeting, or if the Chairman of the Board
and the President are not present and if no such officer shall have been so
designated and be present, by a chairman to be elected at the meeting. The
Secretary of the Corporation, if present, shall act as secretary of such
meeting, or if he is not present, an Assistant Secretary shall so act; if
neither the Secretary nor an Assistant Secretary is present then a secretary
shall be elected at the meeting.
SECTION 8. Concerning Validity of Proxies, Ballots, etc.: At every meeting
of the stockholders, all proxies and all ballots shall be canvassed by the
secretary of the meeting who shall decide all questions touching the
qualification of voters, the validity of the proxies, and the acceptance or
rejection of votes, unless inspectors of election shall have been appointed by
the chairman of the meeting, in which event such inspectors of election shall
decide all such questions.
SECTION 9. Definition of "Stockholder": The term "stockholder" as used in
this Article, shall mean and include only such holders of record of the issued
and outstanding shares of the capital stock of the Corporation as are, by virtue
of the provisions of the Charter of the Corporation or of some specific
statutory provision superseding the restrictions and limitations contained in
the Charter of the Corporation entitled to vote upon any matter, resolution or
business to be submitted to the meeting of the stockholders at the time in
question; and nothing in this Article contained shall give or be construed as
giving to any holder of issued and outstanding shares of the capital stock of
the Corporation any voting rights other than those, if any, given to such holder
by the Charter of the Corporation.
SECTION 10. Advance Notice of Stockholder Nominees for Director and Other
Stockholder Proposals. (a) The matters to be considered and brought before any
annual or special meeting of stockholders of the Corporation shall be limited to
only such matters, including the nomination and election of directors, as shall
be brought properly before such meeting in compliance with the procedures set
forth in this Section 10.
(b) For any matter to be properly before any annual meeting of
stockholders, the matter must be (i) specified in the notice of annual meeting
given by or at the direction of the Board of Directors, (ii) otherwise brought
before the annual meeting by or at the direction of the Board of Directors or
(iii) brought before the annual meeting in the manner specified in this Section
10 by a stockholder of record or a stockholder (a "Nominee Holder") that holds
voting securities entitled to vote at meetings of stockholders through a nominee
or "street name" holder of record and can demonstrate to the Corporation such
indirect ownership and such Nominee Holder's entitlement to vote such
securities. In addition to any other requirements under applicable law and the
Certificate of Incorporation and By-Laws of the Corporation, persons nominated
by stockholders for election as directors of the Corporation and any other
proposals by stockholders shall be properly brought before the meeting only if
notice of any such matter to be presented by a stockholder at such meeting of
stockholders (the "Stockholder Notice") shall be delivered to the Secretary of
the Corporation at the principal executive office of the Corporation not less
than 60 nor more than 90 days prior to the first anniversary date of the annual
meeting for the preceding year; provided, however, that, if and only if the
annual meeting is not scheduled to be held within a period that commences 30
days before such anniversary date and ends 30 days after such anniversary date
(an annual meeting date outside such period being referred to herein as an
"Other Annual Meeting Date"), such Stockholder Notice shall be given in the
manner provided herein by the later of the close of business on (i) the date 60
days prior to such Other Meeting Date or (ii) the 10th day following the date
such Other Annual Meeting Date is first publicly announced or disclosed. Any
stockholder desiring to nominate any person or persons (as the case may be) for
election as a director or directors of the Corporation shall deliver, as part of
such Stockholder Notice: (i) a statement in writing setting forth (A) the name
of the person or persons to be nominated, (B) the number and class of all shares
of each class of stock of the Corporation owned of record and beneficially by
each such person, as reported to such stockholder by such nominee(s), (C) the
information regarding each such person required by paragraph (b) of Item 22 of
Rule 14a-101 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), adopted by the Securities and Exchange Commission (or the
corresponding provisions of any regulation or rule subsequently adopted by the
Securities and Exchange Commission applicable to the Corporation), (D) whether
such stockholder believes any nominee will be an "interested person" of the
Corporation (as defined in the Investment Company Act of 1940, as amended) and,
if not an "interested person", information regarding each nominee that will be
sufficient for the Corporation to make such determination, and (E) the number
and class of all shares of each class of stock of the Corporation owned of
record and beneficially by such stockholder; (ii) each such person's signed
consent to serve as a director of the Corporation if elected, such stockholder's
name and address; and (iii) in the case of a Nominee Holder, evidence
establishing such Nominee Holder's indirect ownership of, and entitlement to
vote, securities at the meeting of stockholders. Any stockholder who gives a
Stockholder Notice of any matter proposed to be brought before the meeting (not
involving nominees for director) shall deliver, as part of such Stockholder
Notice, the text of the proposal to be presented and a brief written statement
of the reasons why such stockholder favors the proposal and setting forth such
stockholder's name and address, the number and class of all shares of each class
of stock of the Corporation owned of record and beneficially by such
stockholder, if applicable, any material interest of such stockholder in the
matter proposed (other than as a stockholder) and, in case of a Nominee Holder,
evidence establishing such Nominee Holder's indirect ownership of, and
entitlement to vote, securities at the meeting of stockholders. As used herein,
shares "beneficially owned" shall mean all shares which such person is deemed to
beneficially own pursuant to Rules 13d-3 and 13d-5 under the Exchange Act.
Notwithstanding anything in this Section 10 to the contrary, in the event
that the number of directors to be elected to the Board of Directors of the
Corporation is increased and either all of the nominees for director or the size
of the increased Board of Directors are not publicly announced or disclosed by
the Corporation at least 70 days prior to the first anniversary of the preceding
year's annual meeting, a Stockholder Notice shall also be considered timely
hereunder, but only with respect to nominees for any new positions created by
such increase, if it shall be delivered to the Secretary of the Corporation at
the principal executive office of the Corporation not later than the close of
business on the 10th day following the first date all of such nominees or the
size of the increased Board of Directors shall have been publicly announced or
disclosed.
(c) No business other than that stated in the notice shall be transacted
at any special meeting. In the event the Corporation calls a special meeting of
stockholder for the purpose of electing one or more directors to the Board of
Directors, any stockholder may nominate a person or persons (as the case may
be), for election to such position(s) as specified in the Corporation's notice
of meeting, if the Stockholder Notice required by clause (b) of this Section 10
hereof shall be delivered to the Secretary of the Corporation at the principal
executive office of the Corporation not later than the close of business on the
10th day following the day on which the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting is
publicly announced or disclosed.
(d) For purposes of this Section 10, a matter shall be deemed to have been
"publicly announced or disclosed" if such matter is disclosed in a press release
reported by the Dow Jones News Service, Associated Press or comparable national
news service or in a document publicly filed by the Corporation with the
Securities and Exchange Commission.
(e) In no event shall the adjournment of an annual meeting, or any
announcement thereof, commence a new period for the giving of notice as provided
in this Section 10. This section 10 shall not apply to stockholder proposals
made pursuant to Rule 14a-8 under the Exchange Act.
(f) The person presiding at any meeting of stockholders, in addition to
making any other determinations that may be appropriate to the conduct of the
meeting, shall have the power and duty to determine whether notice of nominees
and other matters proposed to be brought before a meeting has been duly given in
the manner provided in this Section 10 and, if not so given, shall direct and
declare at the meeting that such nominees and other matters shall not be
considered.
ARTICLE II.
Directors.
SECTION 1. Election of Directors: At all meetings of the stockholders for
the election of directors at which a quorum is present, the persons receiving
the greatest number of votes shall be the directors.
SECTION 2. First Meeting: The newly-elected directors may hold their first
meeting for the purpose of organization and the transaction of business, if a
quorum be present, immediately after the annual meeting of the stockholders, and
notice of such meeting need not be given. Such first meeting may be held at any
other time which may be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors or in a consent and waiver of notice
thereof signed by all the directors.
SECTION 3. Regular Meeting: Regular meetings of the directors may be
held without notice at such places and times as may be fixed from time to
time by resolution of the directors.
SECTION 4. Special Meetings; How Called: Special meetings of the Board may
be called by the Chairman of the Board, or in case of a vacancy in that office,
by the President, or on the written request of the Chairman of the Board or in
case of vacancy in that office, of the President, or of any two directors, by
the Secretary, in each case on at least twenty-four hours' written, oral or
telegraphic notice to each director. Such notice, or any waiver thereof pursuant
to Section 2 of Article VIII hereof, need not state the business to be
transacted at, or the purpose of, such meeting.
SECTION 5. Place of Meeting: The directors may hold their meetings, have
one or more offices, and keep the books of the Corporation, outside the State of
Maryland, at any office or offices of the Corporation, or at any other place, as
they may from time to time by resolution determine.
SECTION 6. Number, Classification, Terms of Office and Quorum: The number
of directors (exclusive of the class of directors which may be elected by the
holders of the preferred stock as provided in Section 7 of this Article II,
hereinafter called preferred stock directors) shall be thirteen, subject,
however, to being increased or decreased in accordance with Section 7 of this
Article. The directors, exclusive of the preferred stock directors, shall be
divided into four classes at the annual stockholders' meeting in 1993 and into
three classes at all annual stockholders' meetings thereafter, each class
consisting as nearly as possible of one-fourth or one-third of the entire Board
of Directors as is consistent with the number of classes of directors and each
class to hold office for the term of a maximum of four years until the 1994
stockholders' meetings and three years thereafter, so that the term of office of
one class of directors shall expire in each year, but each director, of whatever
class (other than preferred stock directors) and whenever elected, shall hold
office until his successor shall have been elected and shall qualify, or until
his death or until he shall resign or shall have been removed in the manner
hereinafter provided. A majority of the Board of Directors, but not less than
two directors, shall constitute a quorum for the transaction of business.
Directors or nominees for election as directors are required to be stockholders.
Preferred stock directors, if and when elected, shall hold office in accordance
with the terms of paragraph 7 of Article VI of the Charter of the Corporation as
restated.
SECTION 7. Increase and Decrease in Number of Directors: The Board of
Directors may at any time or from time to time increase the number of directors
fixed by the Charter or the By-Laws of the Corporation to not more than twenty,
and, by action of a majority of the entire Board of Directors, fill the
vacancies created by any such increases in the number of directors. The Board of
Directors may also at any time or from time to time decrease the number of
directors fixed by the Charter or the By-Laws of the Corporation to not less
than five, any such decrease to become effective at the time of the next
succeeding annual meeting of stockholders, unless there shall be vacancies in
the Board of Directors, in which case such decrease may become effective at any
time prior to the next succeeding annual meeting of stockholders to the extent
of the number of such vacancies; provided that the tenure of office of a
director shall not be affected by any such decrease. Each such increase in the
number of directors and each such decrease in the number thereof shall be made
by an amendment of these By-Laws or by making, altering or repealing an
additional or supplementary By-Law in accordance with the provisions of Article
IX of the By-Laws; provided, however, that the favorable vote of a majority of
the entire Board of Directors as at the time constituted shall be necessary to
authorize the adoption of such additional or supplementary By-Law.
In case of any increase in the number of directors, the increased number
shall be allocated to one or more classes in such manner that after such
increase each class shall consist as nearly as possible of one fourth or one
third, as is consistent with the number of classes of directors, exclusive of
preferred stock directors. In the case of any decrease in the number of
directors, the decreased number shall be taken from one or more classes in such
manner that after any such decrease each class shall consist as nearly as
possible of one fourth or one third of the entire Board of Directors, as is
consistent with the number of classes of directors, exclusive of preferred stock
directors, provided, however, that in no event shall the number of directors in
any class be less than two.
Notwithstanding any provision of Section 6 or this Section 7 of this
Article II, the number of directors of the Corporation during any period when by
the terms of the Charter of the Corporation the preferred stockholders, voting
separately as a class, shall be entitled to elect two directors, shall be
automatically increased by two over the number of directors fixed as provided in
said Section 6 and the two vacancies in the Board thus created shall be filled
by vote of the preferred stockholders as required by the terms of the Charter.
Commencing with the date of the annual meeting of stockholders at which the
holders of the preferred stock are by their terms of the Charter of the
Corporation no longer entitled, by voting separately as a class, to elect two
members of the Board, the number of directors of the Corporation shall be
automatically decreased by two.
SECTION 8. Resignations: Any director, member of a committee or other
officer may resign at any time. Such resignation shall be made in writing, and
shall take effect at the time specified therein, and if no time be specified, at
the time of its receipt by the Chairman of the Board or the Secretary. The
acceptance of a resignation shall not be necessary to make it effective.
SECTION 9. Removal of Directors: Any director, except a preferred stock
director, may be removed either with or without cause, at any time, by the vote
of the stockholders voting the majority of all of the issued and outstanding
shares of the capital stock of the Corporation entitled to vote, given at any
meeting of stockholders, called for the purpose, at which a quorum is present.
Any preferred stock director may be removed, either with or without cause, at
any time, by the vote of the majority of all the issued and outstanding
preferred stock of the Corporation, given at any meeting of preferred
stockholders, called for the purpose and at which a quorum is present.
SECTION 10. Filling of Vacancies: Any vacancy occurring in the Board of
Directors, for any cause other than by reason of an increase in the number of
directors, may be filled by a majority of the remaining members of the Board,
although such majority is less than a quorum. A director elected by the Board to
fill a vacancy shall be elected to hold office until the next annual meeting of
stockholders or until his successor shall be duly elected and shall qualify. If
the office of any member becomes vacant, such vacancy may be filled by the Board
of Directors. Any person so appointed to fill any vacancy shall hold office for
the unexpired term and until his successor shall be duly chosen and shall
qualify.
SECTION 11. Powers of Directors: The Board of Directors shall exercise all
of the powers of the Corporation subject to the restrictions imposed by law, by
the Charter of the Corporation, or by these By-Laws.
SECTION 12. Compensation of Directors: Neither the Directors nor the
members of any committee of the Board of Directors, provided for by these
By-Laws or otherwise provided for by resolutions of the Board, shall receive any
stated salary for their services as such directors or members, but by resolution
of the Board a fixed fee and expenses of attendance may be allowed for
attendance at each meeting of the Board of such committee; provided that nothing
herein contained shall be construed to preclude any director from serving the
Corporation in any other capacity as an officer, agent or otherwise, and
receiving compensation therefor.
SECTION 13. Approval or Ratification of Acts or Contracts by Stockholders:
The Board of Directors in its discretion may submit any act or contract for
approval or ratification at any annual meeting of the stockholders, or at any
special meeting of the stockholders called for the purpose of considering any
such act or contract, and any act or contract that shall be approved or be
ratified by the vote of the stockholders holding a majority of the issued and
outstanding shares of the capital stock of the Corporation entitled to vote and
present in person or by proxy at such meeting (provided that a quorum be
present) shall be as valid and as binding upon the Corporation, and upon all the
stockholders as though it had been approved or ratified by every stockholder of
the Corporation.
SECTION 14. Indemnification: (a) every person (and the heirs and legal
representatives of such person) who is or was a director, officer or employee of
the Corporation, or any other corporation which he serves or served as such at
the request of the Corporation, may, in accordance with paragraph (b) of this
Section 14 and except as prohibited by law, be indemnified by the Corporation
against any and all liability and reasonable expense that may be incurred by him
in connection with or resulting from any claim, action, suit or other proceeding
(whether brought by or in the right of the Corporation or such other corporation
or otherwise), civil, criminal, administrative or investigative, including any
appeal relating thereto, in which he may become involved, as a party or
otherwise, by reason of his being or having been a director, officer or employee
of the Corporation or such other corporation, or by reason of any action taken
or not taken in his capacity as such director, officer or employee whether or
not he continues to be such at the time such liability or expense shall have
been incurred, if such person acted in good faith for a purpose he reasonable
believed to be in or not opposed to the best interests of the Corporation or
such other corporation, as the case may be, and, in addition, in any criminal
action or proceedings had no reasonable cause to believe that his conduct was
unlawful; provided, however, that in the case of a claim, action, suit or other
proceeding brought by or in the right of the Corporation to procure a judgment
in its favor, such indemnification shall not include any amount payable by such
person to the Corporation in settling or otherwise disposing of a pending or
threatened action and shall not include expenses incurred in defending such a
claim, action, suit or other proceeding if such person has been adjudged to be
liable for negligence or misconduct in the performance of his duty of the
Corporation unless and except to the extent that a court shall determine that in
view of all the circumstances such person is fairly and reasonably entitled to
indemnification for such expenses; and provided further, that in no event shall
anything therein contained be so construed as to authorize indemnification of a
director, officer or employee against any liability to the Corporation or to its
security holders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office. As used in this Section 14, the terms
"liability" and "expense" shall include, but shall not be limited to, counsel
fees and disbursements and amounts of judgments, fines or penalties against, and
amounts paid in settlement by, such person. The termination of any claim,
action, suit or other proceeding, by judgment, settlement (whether with or
without court approval) or conviction or upon a plea of guilty or nolo
contendere, or its equivalent, shall not create a presumption that such person
did not meet the standards of conduct set forth in this paragraph (a).
(b) Every person (and the heirs and legal representatives of such person)
referred to in paragraph (a) of this Section 14 shall, to the extent such person
has been successful, on the merits or otherwise, with respect to any claim,
action, suit or other proceeding of the character described in said paragraph
(a), be entitled to indemnification as provided in said paragraph (a) as of
right. Except as provided in the preceding sentence, any indemnification under
said paragraph (a) shall be made if either (i) the Board of Directors, by a
majority vote of a quorum consisting of directors who are not parties to (or who
have been wholly successful with respect to) such claim, action, suit or other
proceeding, shall find that such person has met the standards of conduct set
forth in said paragraph (a) or (ii) independent legal counsel (who may be
regular counsel of the Corporation) shall deliver to the Corporation their
written advice that, in their opinion, such person has met such standards.
(c) Expenses incurred with respect to any claim, action, suit or other
proceeding of the character described in paragraph (a) of this Section 14 may be
advanced by the Corporation prior to the final disposition thereof upon receipt
of an undertaking by or on behalf of the recipient to repay such amount unless
it is ultimately determined that he is entitled to indemnification under this
Section 14.
(d) The rights of indemnification provided in this Section 14 shall be in
addition to any rights to which any person (or the heirs or legal
representatives of such person) referred to in paragraph (a) of this Section 14
may otherwise be entitled by contract or as a matter of law and shall be
available whether or not the claim asserted against such person is based on
matters which antedate the adoption of this Section 14.
SECTION 15. Telephone Meetings: Members of the Board of Directors or a
committee of the Board of Directors may participate in a meeting by means of a
conference telephone or similar communications equipment if all persons
participating in the meeting can hear each other at the same time. Participation
in a meeting by these means constitutes presence in person at the meeting.
ARTICLE III.
Committees.
SECTION 1. Board Operations Committee: The Board of Directors may appoint
those of its members who are not interested persons (as defined in the
Investment Company Act of 1940) of the Corporation as a Board Operations
Committee, which committee shall have the authority generally to direct the
operations of the Board of Directors including (a) the nomination for
appointment by the Board from among the members of the Board Operations
Committee of the members of the Audit Committee, the Director Nominating
Committee and the Portfolio Transactions Committee, (b) the nomination for
appointment by the Board of such other committees, if any, as the Board
Operations Committee shall determine, (c) the power of the Board to select legal
counsel for the Corporation, (d) the recommendation to the Board of (i) matters
to be submitted to the stockholders of the Corporation for consideration and
(ii) the recommendations to be made to the stockholders with respect thereto,
and (e) control of the agenda for meetings or other action of the Board.
SECTION 2. Audit Committee: The Board of Directors may appoint those of
its members nominated by the Board Operations Committee for that purpose as an
Audit Committee, such committee to be composed of two or more directors. The
Audit Committee shall (a) recommend independent public accountants for selection
by the Board, (b) review the scope of audit, accounting and financial internal
controls and the quality and adequacy of the accounting staff of the Corporation
with the independent public accountants and such other persons as may be deemed
appropriate, (c) review with the accounting staff and independent public
accountants the compliance of transactions of the Corporation with J. & W.
Seligman & Co. Incorporated or any other manager of the affairs of the
Corporation and with any affiliate of such firm or manager with the financial
terms of applicable agreements, (d) review reports of the independent public
accountants and comment to the Board when warranted, (e) report to the Board at
least once each year and at such other times as the committee deems desirable,
and (f) be directly available at all times to the independent public accountants
and responsible officers of the Corporation for consultation on audit,
accounting and related financial matters.
SECTION 3. Director Nominating Committee. The Board of Directors may
appoint those of its members nominated by the Board Operations Committee for
that purpose as a Director Nominating Committee, such committee to be composed
of two or more directors. The Director Nominating Committee shall recommend to
the Board a slate of persons to be nominated for election as directors by the
stockholders at each annual meeting of stockholders and a person to be elected
to fill any vacancy occurring for any reason in the Board.
SECTION 4. Other Committees: The Board of Directors may appoint from among
its members other committees composed of two or more directors which shall have
such powers as may be delegated or authorized by the resolution appointing them.
SECTION 5. Committee Procedures: The Board of Directors may at any
time, in conformity with the recommendations of the Board Operations
Committee, change the members of any committee, fill vacancies or discharge
any committee.
In the absence of any member of any committee, the member or members
thereof present at any meeting, whether or not they constitute a quorum, may
appoint to act in the place of such absent member a member of the Board who,
except in the case of any committee appointed pursuant to Section 5 of this
Article, is not an interested person (as defined in the Investment Company Act
of 1940) of the Corporation.
Each committee may fix its own rules of procedure and may meet as and when
provided by those rules.
A majority of the members of the Board Operations Committee, and two or
more members of any other committee, shall constitute a quorum unless the Board
shall otherwise provide.
Copies of the minutes of all meetings of committees other than the
Nominating Committee shall be distributed to the Board unless the Board shall
otherwise provide.
ARTICLE IV.
Officers.
SECTION 1. Officers: The executive officers of the Corporation shall be
the Chairman of the Board, the President, one or more Vice Presidents (the
number thereof to be determined by the Board of Directors), the Treasurer and
the Secretary, all of whom shall be elected by the Board of Directors.
The Board of Directors may appoint one or more Assistant Vice Presidents,
one or more Assistant Treasurers, one or more Assistant Secretaries and such
other officers as they, may deem necessary, who shall have such authority and
shall perform such duties as from time to time may be prescribed by the Board of
Directors.
Any two of the above officers, except those of Chairman of the Board and
Vice President and those of President and Vice President, may be held by the
same person, but no person shall execute, acknowledge or verify any instrument
in more than one capacity, if such instrument is required by law, the Charter or
these By-Laws to be executed, acknowledged or verified by two or more officers.
SECTION 2. Powers and Duties of the Chairman of the Board: The Chairman of
the Board shall be the chief executive officer of the Corporation. When present,
he shall preside at all meetings of the stockholders and of the Board of
Directors. Subject to the Board of Directors, he shall have general charge and
supervision over the business and affairs of the Corporation, and may execute
and deliver all authorized bonds, notes, contracts, agreements or other
obligations or instruments in the name of the Corporation. He may execute with
the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary and may deliver all certificates for shares of the capital stock of
the Corporation and any or all warrants evidencing the right to subscribe to
shares of the capital stock of the Corporation of any class. He shall annually
prepare a full and true statement of the affairs of the Corporation which shall
be submitted at the annual meeting of stockholders and filed within twenty days
thereafter at the principal office of the Corporation in the State of Maryland,
where it shall, during the usual business hours of every business day, be open
for the inspection of every stockholder of the Corporation. In general, he shall
have and perform all powers and duties incident to the office of chief executive
officer of a corporation and such other powers and duties as from time to time
may be assigned or delegated to him by the Board of Directors.
In the absence or disability or failure to act as the Chairman of the
Board, or in case of a vacancy in that office, the President shall, subject to
the further provisions of these By-Laws, have and perform all of the duties of
the Chairman of the Board and, shall have all the powers of, and be subject to
all the restrictions upon, the Chairman of the Board.
SECTION 3. Powers and Duties of the President: The President shall have
such powers and duties as are delegated to him by these By-Laws and the laws of
Maryland and such other powers and duties as the Board of Directors may from
time to time determine. He may execute with the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary and deliver any or all
certificates for shares of the capital stock of the Corporation and any or all
warrants evidencing the right to subscribe to shares of the capital stock of the
Corporation of any class. When authorized by the Board of Directors, he may
execute and deliver in the name of the Corporation all authorized bonds, notes,
contracts, agreements or other obligations or instruments in the name of the
Corporation.
SECTION 4. Vice Presidents and Assistant Vice Presidents: Any Vice
President (unless otherwise provided by resolution of the Board of Directors)
may execute and deliver all authorized bonds, notes, contracts, agreements, or
other obligations or instruments in the name of the Corporation, and with the
Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer,
may sign all certificates for shares of the capital stock of the Corporation and
all warrants evidencing the right to subscribe to shares of the capital stock of
the Corporation of any class. Each Vice President shall have such other powers
and shall perform such other duties as may be assigned to him by the Board of
Directors, or the Chairman of the Board. Each Assistant Vice President shall
have such powers and shall perform such duties as may be assigned to him by the
Board of Directors, or the Chairman of the Board.
SECTION 5. The Secretary: The Secretary shall be sworn to the faithful
discharge of his duties; shall keep or cause to be kept in books provided for
the purpose the minutes of all meetings of the stockholders, of the Board of
Directors; shall see that all notices are duly given in accordance with the
provisions of these By-Laws and as required by law; shall be custodian of the
records and of the seal of the Corporation and see that the seal is affixed to
all documents the execution and delivery of which on behalf of the Corporation
under its seal is duly authorized in accordance with the provisions of these
By-Laws; may sign with the Chairman of the Board, the President or a Vice
President any or all certificates for shares of the capital stock of the
Corporation and all warrants evidencing the right to subscribe to shares of the
capital stock of the Corporation of any class; shall see that the books,
reports, statements, certificates and all other documents and records required
by law are properly kept and filed; and in general the Secretary shall perform
all duties incident to the office of Secretary and such other duties as may from
time to time, be assigned to him by the Board of Directors, or the Chairman of
the Board.
SECTION 6. Assistant Secretaries: At the request of the Secretary or in
his absence or disability or failure to act, an Assistant Secretary shall
perform all the duties of the Secretary, and, when so acting, shall have all the
powers of, and be subject to all the restrictions upon, the Secretary. The
Assistant Secretaries shall perform such other duties as from time to time may
be assigned to them by the Board of Directors, the Chairman of the Board, or the
Secretary, and shall be sworn to the faithful discharge of their duties.
SECTION 7. Treasurer: The Treasurer shall have the custody of all funds,
securities, evidences of indebtedness and other valuable documents of the
Corporation; he shall receive and give or cause to be given, receipts and
acquittances for moneys paid in on account of the Corporation, and shall pay out
of the funds on hand all just debts of the Corporation of whatever nature upon
maturity of the same; he shall enter or caused to be entered in books of the
Corporation to be kept for that purpose full and accurate accounts of all moneys
received and paid out on account of the Corporation, and, whenever required by
the Board of Directors, or the Chairman of the Board, he shall render a
statement of his cash accounts; he shall keep or cause to be kept such other
books as will show the true record of the expenses, losses, gains, assets and
liabilities of the Corporation; he may sign with the Chairman of the Board, the
President or a Vice President any or all certificates for shares of the capital
stock of the Corporation and all warrants evidencing the right to subscribe to
shares of the capital stock of the Corporation of any class; and in general he
shall perform all of the duties incident to the office of Treasurer and such
other duties as may be assigned to him by the Board of Directors, or the
Chairman of the Board.
SECTION 8. Assistant Treasurers: At the request of the Treasurer or in his
absence or disability or failure to act, an Assistant Treasurer shall perform
all the duties of the Treasurer, and when so acting, shall have all the powers
of, and be subject to all the restrictions upon, the Treasurer. The Assistant
Treasurers shall perform such other duties as from time to time may be assigned
to them by the Board of Directors, the Chairman of the Board or the Treasurer.
SECTION 9. Salaries: The salaries or other compensation 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 or other compensation by reason of the
fact that he is also a director of the Corporation.
SECTION 10. Removal of Officers: Any officer may be removed either with or
without cause, if an executive officer, by the vote of a majority of the entire
Board of Directors, or if not an executive officer, by the vote of a majority of
a quorum of the Board of Directors.
ARTICLE V.
Capital Stock.
SECTION 1. Certificates of Stock: The Chairman of the Board, the President
or a Vice President shall cause to be issued to each stockholder one or more
certificates under the seal of the Corporation or a facsimile thereof and signed
by, or bearing the facsimile signatures of, the Chairman of the Board, the
President or a Vice President and the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer, certifying the number of shares and the
class or classes of such shares owned by such stockholder of the Corporation.
The stock record books, including an original or duplicate stock ledger
containing the names and addresses of all stockholders and the number of shares
of each class held by each stockholder, and the blank stock certificate books
shall be kept by the Secretary at the office of the Corporation in the City of
New York, or in Jersey City, New Jersey, or at the offices of such transfer
agent or transfer agents in the City of New York and Jersey City, as the Board
of Directors may from time to time by resolution determine.
SECTION 2. Transfer of Shares: The shares of stock of the Corporation
shall be transferable only upon its books by the holders thereof in person or by
their duly authorized attorneys or legal representatives, and upon such transfer
the old certificates shall be surrendered to the Corporation by the delivery
thereof to the Secretary or the transfer agent for said shares of stock, or to
such other person as the Board of Directors may designate, by whom such old
certificates shall be canceled, and new certificates shall thereupon be issued.
A record shall be made of each transfer.
SECTION 3. Closing Books: The Board of Directors may fix the time, not
exceeding twenty days preceding the date of any meeting of stockholders, any
dividend payment date or any date for the allotment of rights, during which the
books of the Corporation shall be closed against transfers of stock; or, in lieu
thereof, the directors may fix a date, not exceeding such period as may from
time to time be prescribed by Maryland law, preceding the date of any meeting of
stockholders, any dividend payment date or any date for the allotment of rights,
as a record date for the determination of the stockholders entitled to notice of
and to vote at said meeting, or entitled to receive such dividends or such
rights, as the case may be, and only stockholders of record on such date shall
be entitled to notice of and to vote at such meeting or to receive such
dividends or rights as the case may be.
SECTION 4. Lost or Destroyed Certificates: The Board of Directors may
determine the conditions upon which a new certificate of stock or a warrant
evidencing the right to subscribe for shares of the capital stock of the
Corporation of any class or a scrip certificate representing a fraction of the
right to receive a certificate of stock or warrant may be issued in place of a
certificate or warrant or scrip certificate which is alleged to have been lost
or destroyed; and may, in their discretion, require the owner of such
certificate or warrant or scrip certificate or his legal representative to give
bond, with sufficient surety to the Corporation and each transfer or warrant
agent, to indemnify it and each transfer or warrant agent against any and all
loss or claims which may arise by reason of the issue of a new certificate or
warrant or scrip certificate in the place of the one so lost or destroyed.
ARTICLE VI.
Corporate Seal.
The Board of Directors shall provide a suitable corporate seal, in such
form and bearing such inscriptions as it may determine.
ARTICLE VII.
Checks
All checks and notes of the Corporation shall be signed by such officer or
officers as the Board of Directors may from time to time designate.
ARTICLE VIII.
Miscellaneous Provisions.
SECTION 1. Fiscal Year: The fiscal year of the Corporation shall be
fixed by the Board of Directors.
SECTION 2. Notice and Waiver of Notice: Any notice required or permitted
to be given in writing under these By-Laws shall be deemed to be sufficient if
given by mailing the same or a copy thereof, postage prepaid, to the person
entitled thereto, addressed to him at his post office address as it appears on
the records of the Corporation, and such notice shall be deemed to have been
given when deposited in the United States mail. Whenever any notice of the time,
place or purpose of any meeting of stockholders, directors or committee is
required to be given under some specific statutory provision or under the
provisions of the Charter or these By-Laws, a waiver thereof in writing, signed
by the person or persons entitled to such notice and filed with the records of
the meeting, whether before or after the holding thereof, or actual attendance
at the meeting in person or by proxy, shall be deemed equivalent to the giving
of such notice to such persons.
SECTION 3. Voting Upon Stocks: Unless otherwise ordered by the Board of
Directors, the Chairman of the Board, or in his absence or disability or failure
to act, the President, shall have full power and authority on behalf of the
Corporation to attend and to act and to vote at any meetings of stockholders of
any corporation in which the Corporation may hold stock, and at any such meeting
shall possess, and may exercise, any and all rights, and powers incident to the
ownership of such stock, and which, as the owner thereof, the Corporation may
possess or be entitled to exercise. The Board of Directors, by resolution, from
time to time may confer like powers upon any other person or persons.
SECTION 4. Definition of "Charter of the Corporation": The term of the
"Charter of the Corporation" whenever used in these By-Laws shall be deemed to
mean the Agreement of Consolidation filed December 31, 1929, forming the
Corporation, and all amendments thereof and all articles supplementary thereto.
ARTICLE IX.
Amendments.
The stockholders shall have full power to alter or repeal these By-Laws,
or any provision thereof, at any stated meeting as part of the general business
of such meeting, or at any special meeting where notice of the proposed
alteration or repeal has been given. The Board of Directors may alter or repeal
By-Laws or make by-laws but any by-laws of the Corporation may be altered or
repealed by the stockholders.
