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UNITED STATES
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): October 19, 2023
Hilltop Holdings Inc.
(Exact name of registrant as specified in
its charter)
Maryland |
|
1-31987 |
|
84-1477939 |
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
6565 Hillcrest Avenue |
|
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Dallas, Texas |
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75205 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: (214) 855-2177
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to section 12(b) of the Act:
Title of each class |
|
Trading symbol |
|
Name of each exchange on which registered |
Common Stock, par value $0.01 per share |
|
HTH |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
On October 19,
2023, Andrew J. Littlefair resigned from the Board of Directors of Hilltop Holdings Inc. (the “Company”) effective immediately.
Mr. Littlefair’s resignation was not the result of any disagreement with the Company on any matter relating to the
Company's operations, policies or practices.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On October 19,
2023, the Board of Directors (the “Board”) of the Company approved and adopted the Fourth Amended and Restated Bylaws of
the Company (as so amended and restated, the “Fourth Amended and Restated Bylaws”), which became effective as of such
date. The amendments adopted in the Fourth Amended and Restated Bylaws address certain procedural and disclosure requirements for
Company stockholders proposing business for consideration, or nominating individuals for election as directors, at the
Company’s annual or special meetings of stockholders, primarily in connection with the adoption of “universal
proxy” rules pursuant to Rule 14a-19 of the Securities Exchange Act of 1934, as amended
(“Rule 14a-19”). The Fourth Amended and Restated Bylaws also include other technical, clarifying and modernization
revisions.
The amendments adopted
pursuant to the Fourth Amended and Restated Bylaws include revisions that, among other things:
| · | Clarify certain procedural requirements with respect to director nominations related to the delivery of
notices and the number of nominees that stockholders may nominate for election, including a representation that stockholders will comply
with Rule 14a-19; |
| · | Enhance and clarify certain other procedural and informational notice requirements applicable to stockholders
seeking to nominate directors or propose other business at meetings of stockholders, including a requirement that the information is updated
and supplemented to be accurate and timely; |
| · | Require that any stockholder making director nominations provide a representation that such stockholder
intends to solicit the holders of shares of Company common stock representing at least 67% of the voting power of the shares entitled
to vote on the election of directors and provide reasonable evidence of compliance with Rule 14a-19 upon request; |
| · | Reserve white proxy cards for the exclusive use of the Board; |
| · | Provide for the option to hold meetings by remote communication in accordance with Section 2-503
of the Maryland General Corporation Law and provide that in the event a meeting is held by remote communication, information required
for stockholders to participate, be considered present, and vote at the meeting be provided in accordance with the notice provisions of
the Fourth Amended and Restated Bylaws; |
| · | Clarify the term of each elected director; |
| · | Provide that rules, regulations and procedures prescribed at a meeting of stockholders need not be in
writing; and |
| · | Make certain other ministerial, non-substantive and conforming changes. |
The foregoing description
of the Fourth Amended and Restated Bylaws is not intended to be complete and is qualified in its entirety by reference to the complete
text of the Fourth Amended and Restated Bylaws, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K
and incorporated herein by reference.
Section 9 – Financial Statements
and Exhibits
Item 9.01 Financial Statements
and Exhibits.
|
(a) |
Financial
statements of businesses acquired. |
Not applicable.
| (b) | Pro forma financial information. |
Not applicable.
| (c) | Shell company transactions. |
Not applicable.
The following exhibit(s) are filed or furnished,
depending on the relevant item requiring such exhibit, in accordance with the provisions of Item 601 of Regulation S-K and Instruction
B.2 to this form.
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.
|
|
Hilltop Holdings Inc., |
|
|
a Maryland corporation |
|
|
|
|
|
|
|
|
Date: |
October 25, 2023 |
By: |
/s/ COREY PRESTIDGE |
|
|
Name: |
Corey G. Prestidge |
|
|
Title: |
Executive Vice President, General Counsel & Secretary |
Exhibit 3.1
HILLTOP HOLDINGS INC.
FOURTH AMENDED AND RESTATED BYLAWS
Article I
OFFICES
Section 1. PRINCIPAL
OFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors
may designate.
Section 2. ADDITIONAL
OFFICES. The Corporation may have additional offices, including a principal executive office, 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 executive office of the Corporation or at such other place as shall be set
by the Board of Directors and stated in the notice of the meeting. The Board of Directors may, in its sole discretion, determine that
a meeting of stockholders shall not be held at any place, but instead may be held solely by means of remote communication authorized by
and in accordance with Section 2-503 of the Maryland General Corporation Law.
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 the date and at the time set by the Board of Directors.
Section 3. SPECIAL MEETINGS.
(a) General.
Subject to the rights of the holders of any series of stock having a preference over the common stock of the Corporation as to dividends,
voting or upon liquidation (the “Preferred Stock”) with respect to such series of Preferred Stock, special meetings of the
stockholders may be called only by or at the direction of (1) the chairman of the Board of Directors, chief executive officer, president
or the Board of Directors or (2) subject to subsection (b) of this Section 3, by the secretary of the Corporation at the
written request of stockholders of record who own and have owned, or are acting on behalf of one or more beneficial owners who own and
have owned, continuously for at least one year as of the record date fixed in accordance with these Bylaws to determine who may deliver
a written request to call such special meeting, capital stock representing at least 15% of all the votes entitled to be cast on such
matter at such meeting (the “Special Meeting Request Required Shares”) and who continue to own the Special Meeting Request
Required Shares at all times between such record date and the date of the applicable meeting of stockholders.
(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 the date of signature (or their agents duly authorized in a writing accompanying the Record Date Request Notice), shall bear the
date of signature of each such stockholder (or such agent) and shall set forth all information relating to each such stockholder and each
matter proposed to be acted on at the meeting that would be required to be disclosed in connection with the solicitation of proxies for
election of directors in an election contest (even if an election contest is not involved), or would otherwise be required in connection
with such a solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). 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, 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 to act on any matter that may properly be considered at a meeting of stockholders, one or more written requests
for a special meeting (collectively, the “Special Meeting Request”) signed by stockholders of record (or their agents duly
authorized in a writing accompanying the request) as of the Request Record Date representing not less than the Special Meeting Request
Required Shares shall be delivered to the secretary. In addition, the Special Meeting Request shall (a) set forth the purpose of
the meeting and the matters proposed to be acted on at it (which shall be limited to those lawful matters set forth in the Record Date
Request Notice received by the secretary), including the text of each business proposal desired to be submitted for stockholder approval
at the special meeting, (b) bear the date of signature of each such stockholder (or such agent) signing the Special Meeting Request,
(c) set forth (i) 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), (ii) the class, series and number of all shares of stock of the Corporation
which are owned (beneficially or of record) by such stockholder and (iii) the nominee holder for, and number of, shares of stock
of the Corporation owned beneficially but not of record by such stockholder, (d) be sent to the secretary by registered mail, return
receipt requested, (e) be received by the secretary within 60 days after the Request Record Date, and (f) include, as to the
beneficial owner, if any, directing such record stockholder to sign the Special Meeting Request and as to such record stockholder (unless
such record stockholder is acting solely as a nominee for a beneficial owner) (each such beneficial owner and each record stockholder
who is not acting solely as a nominee, a “Disclosing Party”):
(i) all of the information
required to be disclosed pursuant to Section 12(a)(3) of this Article II (which information shall be supplemented (by delivery
to the Secretary) by each Disclosing Party, (A) not later than 10 days after the record date for determining the record stockholders
entitled to notice of the special meeting (such record date, the “Meeting Record Date”), to disclose the foregoing information
as of the Meeting Record Date and (B) not later than the 5th day before the special meeting, to disclose the foregoing information
as of the date that is 10 days prior to the special meeting or any adjournment or postponement thereof;
(ii) with respect to
each business proposal to be submitted for stockholder approval at the special meeting, a statement whether or not any Disclosing Party
will deliver a proxy statement and form of proxy to holders of at least the percentage of all the votes entitled to be cast on such matter
at such meeting required under applicable law to carry such proposal (such statement, a “Solicitation Statement”); and
(iii) any additional
information reasonably requested by the Board of Directors to verify the capital stock ownership position of such Disclosing Party.
Each time the Disclosing Party’s
capital stock ownership position decreases following the delivery of the foregoing information to the secretary of the Corporation, such
Disclosing Party shall notify the Corporation of his, her or its decreased capital stock ownership position, together with any information
reasonably requested by the Board of Directors to verify such position, within 10 days of such decrease or as of the 5th day before the
special meeting, whichever is earlier.
(3) The secretary shall
not accept, and shall consider ineffective, a Special Meeting Request:
(a) that does not comply
with the provisions of this Section 3;
(b) that relates to an
item of business that is not a proper subject for stockholder action under applicable law;
(c) if such Special Meeting
Request is delivered between the time beginning on the 61st day after the earliest date of signature on a written request to call a special
meeting, that has been delivered to the secretary, relating to an identical or substantially similar item (as determined by the Board
of Directors, a “Similar Item”), other than the election or removal of directors, and ending on the one-year anniversary of
such earliest date;
(d) if a Similar Item
will be submitted for stockholder approval at any stockholder meeting to be held on or before the 120th day after the secretary receives
such written request to call a special meeting (and, for purposes of this clause (d), the election of directors shall deemed to be a “Similar
Item” with respect to all items of business involving the election or removal of directors); or
(e) if a Similar Item
has been presented at any meeting of stockholders held within 180 days prior to receipt by the secretary of such written request to call
a special meeting (and, for purposes of this clause (e), the election of directors shall be deemed to be a “Similar Item”
with respect to all items of business involving the election or removal of directors).
(4) The secretary shall
inform the requesting stockholders of the reasonably estimated cost of preparing and delivering 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 preparation and mailing or delivery of such notice of the meeting.
(5) In the case of any
special meeting called by the secretary upon the request of stockholders (a “Stockholder Requested Meeting”), such meeting
shall be held at such place (or by remote communication, if applicable), 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 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 (including by remote communication, if applicable) within ten days after the
Delivery Date, then such meeting shall be held at the principal executive office of the Corporation. In fixing a date for any special
meeting, the chairman of the board, chief executive officer, president or Board of Directors may consider such factors as he, she or it
deems relevant, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any
request for the 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. The Board of Directors may revoke
the notice for any Stockholder Requested Meeting in the event that the requesting stockholders fail to comply with the provisions of paragraph
(4) of this Section 3(b).
(6) Any requesting stockholder
(or agent duly authorized in a writing accompanying the revocation or the Special Meeting Request) may revoke his, her or its request
for a special meeting at any time by written revocation delivered to the secretary. All written requests for a special meeting shall be
deemed revoked: (a) upon the first date that, after giving effect to revocation(s) (pursuant to Section 3(b)(5) or
Section 3(b)(6) of this Article II) and notices of ownership position decreases (pursuant to Section 3(b)(2) of
this Article II), the aggregate capital stock ownership position of all the Disclosing Parties who are listed on the unrevoked written
requests to call a special meeting with respect to a Similar Item decreases to a number of shares of capital stock representing less than
the Special Meeting Request Required Shares; (b) if any Disclosing Party who has provided a Solicitation Statement with respect to
any business proposal to be submitted for stockholder approval at such special meeting does not act in accordance with the representations
set forth therein; or (c) if any Disclosing Party does not provide the supplemental information required by Section 3(b)(2) of
this Article II in accordance with such provision. If a deemed revocation of all written requests to call a special meeting has occurred
after the special meeting has been called by the secretary, the Board of Directors shall have the discretion to determine whether or not
to proceed with the special 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.
(7) The chairman of the
board, chief executive officer, president or 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, as of the Request Record Date, stockholders of record representing not less than the Special
Meeting Request Required Shares. Nothing contained in this paragraph (7) shall in any way be construed to suggest or imply that the
Corporation or any stockholder shall not be entitled 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).
(8) 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 Maryland are authorized or obligated by law or executive order to close.
Section 4. NOTICE.
Not less than ten nor more than 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 notice in writing or by electronic
transmission stating the time and place, if any, of the meeting, or, if remote communication is authorized for the meeting, the information
required for stockholders to participate, be considered present, and vote at the meeting, and, in the case of a special meeting or as
otherwise may be required by any statute, the purpose for which the meeting is called, either by mail, by presenting it to such stockholder
personally, by leaving it at the stockholder’s residence or usual place of business or by any other means permitted by Maryland
law. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at the stockholder’s
address as it appears on the records of the Corporation, with postage thereon prepaid. If transmitted electronically, such notice shall
be deemed to be given when transmitted to the stockholder by an electronic transmission to any address or number of the stockholder at
which the stockholder receives electronic transmissions. The Corporation may give a single notice to all stockholders who share an address,
which single notice shall be effective as to any stockholder at such address, unless a stockholder objects to receiving such single notice
or revokes a prior consent to receiving such single notice. Failure to give notice of any meeting to one or more stockholders, or any
irregularity in such notice, shall not affect the validity of any meeting fixed in accordance with this Article II, or the validity
of any proceedings at any such meeting.
The Corporation may postpone
or cancel a meeting of stockholders by making a public announcement (as defined in Section 12(c)(4) of this Article II)
of such postponement or cancellation prior to the meeting. Notice of the date, time and place to which the meeting is postponed shall
be given not less than ten days prior to such date and otherwise in the manner set forth in this section.
Section 5. SCOPE OF
NOTICE. Subject to Section 12(a) of this Article II, 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 any 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
AND CONDUCT. Every meeting of stockholders shall be conducted by an individual appointed by the Board of Directors to be chairman
of the meeting or, in the absence of such appointment, by the chairman of the board or, in the case of a vacancy in the office or absence
of the chairman of the board, by one of the following officers present at 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, the secretary or,
in the absence of such officers, a chairman chosen by the stockholders by the vote of a majority of the votes cast by stockholders present
in person or by proxy. The secretary, or, in the secretary’s absence, an assistant secretary, or in the absence of both the secretary
and assistant secretaries, an individual appointed by the Board of Directors or, in the absence of such appointment, an individual appointed
by the chairman of the meeting shall act as secretary. In the event that the secretary presides at a meeting of the stockholders, an assistant
secretary, or in the absence of assistant secretaries, an individual appointed by the Board of Directors or the chairman of the meeting,
shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of stockholders shall
be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures (which
need not be in writing) and take such action as, in the discretion of such chairman and without any action by the stockholders, are appropriate
for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement
of the meeting; (b) limiting attendance at the meeting to stockholders of record of the Corporation, their duly authorized proxies
and other such individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter
to stockholders of record of the Corporation entitled to vote on such matter, their duly authorized proxies and other such individuals
as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments; (e) maintaining order
and security at the meeting; (f) determining when and for how long the polls should be opened and when the polls should be closed;
(g) removing any stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set
forth by the chairman of the meeting; (h) concluding a meeting or recessing or adjourning the meeting to a later date and time and
at a place announced at the meeting; and (i) complying with any state and local laws and regulations concerning safety and security.
Unless otherwise determined by the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with
the rules of parliamentary procedure.
Section 7. QUORUM; ADJOURNMENTS.
At any meeting of stockholders, the presence in person (or by remote communication, if applicable) or by proxy of stockholders entitled
to cast a majority of all the votes entitled to be cast at such meeting on any matter shall constitute a quorum; but this section shall
not affect any requirement under any statute or the charter of the Corporation for the vote necessary for the adoption of any measure.
If such quorum is not established at any meeting of the stockholders, the chairman of the meeting 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 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.
The stockholders present either
in person (or by remote communication, if applicable) or by proxy, at a meeting which has been duly called and at which a quorum has been
established, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave fewer
than required to establish a quorum.
Section 8. VOTING.
Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, 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 of the Corporation. Unless otherwise provided by statute or by 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 the shares of stock owned of record by the stockholder in person (or by remote
communication, if applicable) or by proxy (a) executed by the stockholder or by the stockholder’s duly authorized agent in
any manner permitted by law, (b) compliant with Rule 14a-19 promulgated under the Exchange Act, if solicited in support of a
director nominee other than a nominee of the Board of Directors or the Corporation, and (c) submitted in accordance with the procedures
for the meeting. A proxy may be in the form of an electronic transmission which sets forth or is submitted with information from which
it can be determined that the transmission was authorized by the stockholder. Such proxy or evidence of authorization of such proxy shall
be filed with the secretary of the Corporation before or at the meeting. No proxy shall be valid more than eleven months after its date
unless otherwise provided in the proxy. Any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy
card color other than white, which shall be reserved for the exclusive use by the Board of Directors.
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 president or a vice president, general partner, trustee or managing member 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 fiduciary may
vote stock registered in the name of such person in the capacity of director or 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 a record date, the time after the record date 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 holder of record of the specified stock in place of the stockholder who makes the certification.
Section 11. INSPECTORS.
The Board of Directors or the chairman of the meeting may appoint, before or at the meeting, one or more inspectors for the meeting and
any successor to the inspector. The inspectors, if any, shall (a) determine the number of shares of stock represented at the meeting,
in person or by proxy and the validity and effect of proxies, (b) receive and tabulate all votes, ballots or consents, (c) report
such tabulation to the chairman of the meeting, (d) hear and determine all challenges and questions arising in connection with the
right to vote, and (e) do such acts as are proper to fairly conduct the election or vote. Each such report shall be in writing and
signed by the inspector 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 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. ADVANCE
NOTICE OF STOCKHOLDER NOMINEES FOR DIRECTOR AND OTHER STOCKHOLDER PROPOSALS.
(a) Annual
Meetings of Stockholders.
(1) Nominations of individuals
for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be made at an annual
meeting of 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
by the stockholder as provided for in this Section 12(a) and at the time of the annual meeting, who is entitled to vote at the
meeting in the election of each individual so nominated or on any such other business and who has complied with this Section 12,
in all respects.
(2) For any nomination
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, (i) the stockholder must have given timely notice thereof in writing and in proper form to the secretary of
the Corporation, (ii) the stockholder must have provided the information, agreements and questionnaires with respect to such stockholder
and its candidate for nomination as required to be set forth by this Section 12, (iii) the stockholder must provide any updates
or supplements to such notice at the times and in the forms required by this Section 12, and (iv) such other business must otherwise
be a proper matter for action by the stockholders. To be timely, a stockholder’s notice shall set forth all information required
under this Section 12 and shall be delivered to the secretary at the principal executive office of the Corporation not earlier than
the 120th day and not later than 5:00 p.m., Central Time, on the 90th day prior to the first anniversary of the date of the proxy statement
for 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 the first anniversary of the date of the preceding year’s annual meeting,
notice by the stockholder to be timely must be so delivered not earlier than the 120th day prior to the date of such annual meeting and
not later than 5:00 p.m., Central Time, on the later of the 90th day prior to the date of such annual meeting or, if the first public
announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the tenth day following
the day on which public announcement of the date of such meeting is first made. The public announcement of a postponement or adjournment
of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.
(3) To
be in proper form, such stockholder’s notice shall set forth:
(i) as to each individual
whom the stockholder proposes to nominate for election or reelection as a director (each, a “Proposed Nominee”), all information
relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election
of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), and any other information
relating to the election of the Proposed Nominee that would be required to be disclosed in a proxy statement or other filing to be made
in connection with the solicitation of proxies in support of such nomination to be brought before the meeting, in each case pursuant to
Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder;
(ii) as to any business
that the stockholder proposes to bring before the meeting, (A) a description of such business, the stockholder’s reasons for
proposing such business at the meeting and any material interest in such business of such stockholder or any Stockholder Associated Person
(as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder or the Stockholder Associated
Person therefrom; and (B) any other information relating to such item of business that would be required to be disclosed in a proxy
statement or other filing required to be made in connection with solicitation of proxies in support of the business proposal to be brought
before the meeting pursuant to Regulation 14A (or any successor provision) under the Exchange Act;
(iii) as to the stockholder
giving the notice, any Proposed Nominee and any Stockholder Associated Person,
(A) the class, series and
number of all shares of stock or other securities (including, without limitation, derivative or synthetic equity) of the Corporation or
any affiliate thereof (collectively, the “Company Securities”), if any, which are owned (beneficially or of record) by such
stockholder, Proposed Nominee or Stockholder Associated Person, the date on which each such Company Security was acquired and the investment
intent of such acquisition, and any short interest (including any opportunity to profit or share in any benefit from any decrease in the
price of such stock or other security) in any Company Securities of any such person,
(B) the nominee holder
for, and number of, any Company Securities owned beneficially but not of record by such stockholder, Proposed Nominee or Stockholder Associated
Person,
(C) whether and the extent
to which such stockholder, Proposed Nominee or Stockholder Associated Person, directly or indirectly (through brokers, nominees or otherwise),
is subject to or during the last six months has engaged in any hedging, derivative or other transaction or series of transactions or entered
into any other agreement, arrangement or understanding (including any short interest, any borrowing or lending of securities or any proxy
or voting agreement), the effect or intent of which is to (I) manage risk or benefit of changes in the price of (x) Company
Securities or (y) any security of any entity that was listed in the Peer Group in the Stock Performance Graph in the most recent
annual report or proxy statement delivered to security holders of the Corporation (a “Peer Group Company”) for such stockholder,
Proposed Nominee or Stockholder Associated Person or (II) increase or decrease the voting power of such stockholder, Proposed Nominee
or Stockholder Associated Person in the Corporation or any affiliate thereof (or, as applicable, in any Peer Group Company) disproportionately
to such person’s economic interest in the Company Securities (or, as applicable, in any Peer Group Company), and
(D) any substantial interest,
direct or indirect (including, without limitation, any existing or prospective commercial, business or contractual relationship with the
Corporation), by security holdings or otherwise, of such stockholder, Proposed Nominee or Stockholder Associated Person, in the Corporation
or any affiliate thereof, other than an interest arising from the ownership of Company Securities where such stockholder, Proposed Nominee
or Stockholder Associated Person receives no extra or special benefit not shared on a pro rata basis by all other holders of the same
class or series;
(iv) as to the stockholder
giving the notice, any Stockholder Associated Person with an interest or ownership referred to in clauses (ii) or (iii) of this
paragraph (3) of this Section 12(a) and any Proposed Nominee,
(A) the name and address
of such stockholder, as they appear on the Corporation’s stock ledger, and the current name and business address, if different,
of each such Stockholder Associated Person and any Proposed Nominee and
(B) the investment strategy
or objective, if any, of such stockholder and each such Stockholder Associated Person who is not an individual and a copy of the prospectus,
offering memorandum or similar document, if any, provided to investors or potential investors in such stockholder and each such Stockholder
Associated Person;
(v) if the stockholder
is proposing one or more Proposed Nominees, a representation that such stockholder, Proposed Nominee or Stockholder Associated Person
intends, or is part of a group which intends, to solicit the holders of shares representing at least 67% of the voting power of shares
entitled to vote on the election of directors in support of the Proposed Nominees in accordance with Rule 14a-19 promulgated under
the Exchange Act, or the manner in which the stockholder intends to otherwise act in accordance therewith;
(vi) a description of
any agreement, arrangement or understanding between or among such stockholder giving the notice, any Stockholder Associated Person, and,
in the case of a nomination, the Proposed Nominee, that will be material in such stockholder’s solicitation of stockholders (including,
without limitation, matters of social, labor, environmental and governance policy), regardless of whether such agreement, arrangement
or understanding relates specifically to the Corporation;
(vii) to the extent known
by the stockholder giving the notice, the name and address of any other stockholder supporting the nominee for election or reelection
as a director or the proposal of other business on the date of such stockholder’s notice; and
(viii) all other information
regarding the stockholder giving the notice and each Stockholder Associated Person that would be required to be disclosed by the stockholder
in connection with the solicitation of proxies for the election of directors in an election contest (even if an election contest is not
involved), or would otherwise be required in connection with such a solicitation, in each case pursuant to Regulation 14A (or any successor
provision) promulgated under the Exchange Act.
(4) Such stockholder’s
notice shall, with respect to any Proposed Nominee, be accompanied by (i) a written representation executed by the Proposed Nominee
that such Proposed Nominee (a) is not, and will not become a party to, any agreement, arrangement or understanding with any person
or entity other than the Corporation in connection with service or action as a director that has not been disclosed to the Corporation,
(b) consents to be named in a proxy statement and proxy card as a nominee, (c) consents to serve as a director of the Corporation
if elected, (d) will notify the Corporation simultaneously with the notification to the stockholder of the Proposed Nominee’s
actual or potential unwillingness or inability to serve as a director, (e) does not need any permission or consent from any third
party to serve as a director of the Corporation, if elected, that has not been obtained, including any employer or other board or governing
body on which the Proposed Nominee serves; (ii) copies of any and all required consents or permissions; (iii) an attached completed
Proposed Nominee questionnaire (which questionnaire shall be provided by the Corporation, upon request, to the stockholder providing the
notice and shall include all information relating to the Proposed Nominee that would be required to be disclosed in connection with the
solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is
not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor
provision) under the Exchange Act and the rules thereunder, or would be required pursuant to the rules of any national securities
exchange or over-the-counter market); and (iv) a written representation executed by the stockholder that such stockholder will (a) comply
with Rule 14a-19 promulgated under the Exchange Act in connection with such stockholder’s solicitation of proxies in support
of the Proposed Nominee, (b) notify the Corporation as promptly as practicable of any determination by the stockholder to no longer
solicit proxies for the election of any Proposed Nominee as a director, (c) furnish such other or additional information as the Corporation
may request for the purpose of determining whether the requirements of this Section 12 have been complied with, and (d) appear
in person (or by remote communication, if applicable) or by proxy at the meeting to nominate the Proposed Nominee or to bring such business
before the meeting, as applicable, and acknowledges that if the stockholder does not so appear in person (or by remote communication,
if applicable), or by proxy at the meeting to nominate such Proposed Nominee or bring such business before the meeting, as applicable,
the Corporation need not bring such Proposed Nominee or such business for a vote at such meeting and any proxies or votes cast in favor
of the election of any such Proposed Nominee, or any proposal related to such other business need not be counted or considered.
(5) Notwithstanding anything
in this subsection (a) 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 of such action at least 100 days prior to the first anniversary of the date
of the proxy statement for 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 office of the Corporation not later than 5:00 p.m., Central Time, on the tenth day following
the day on which such public announcement is first made by the Corporation.
(6) For purposes of this
Section 12, “Stockholder Associated Person” of any stockholder shall mean (i) any person acting in concert with
such stockholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder
(other than a stockholder that is a depositary) and (iii) any person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, such stockholder or such Stockholder Associated Person.
(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 individuals for election to the Board of Directors may be
made at a special meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directors
or (ii) provided that the special meeting has been called in accordance with Section 3 of this Article II for the purpose
of electing directors, 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 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. In the event the Corporation calls a special meeting of stockholders for the purpose of
electing one or more individuals to the Board of Directors, any such stockholder may nominate an individual or individuals (as the case
may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing
the information required by paragraphs (a)(3) and (a)(4) of this Section 12, shall be delivered to the secretary at the
principal executive office of the Corporation not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m.,
Central Time, on the later of the 90th day prior to such special meeting or, if the first public announcement of the date of such annual
meeting is less than 100 days prior to the date of such annual meeting, 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. The
postponement or adjournment of a special meeting (or public announcement thereof) shall not commence a new time period (or extend any
time period) for the giving of a stockholder’s notice as described above.
(c) General.
(1) If any information
or representation submitted pursuant to this Section 12 by any stockholder proposing a nominee for election as a director or any
proposal for other business at a meeting of stockholders, including any information or representation from a Proposed Nominee, shall be
inaccurate in any material respect, such information or representation may be deemed not to have been provided in accordance with this
Section 12. Any such stockholder shall notify the Corporation of any inaccuracy or change (within two Business Days of becoming aware
of such inaccuracy or change) in any such information or representation. Upon written request by the secretary or the Board of Directors
or any committee thereof, any stockholder proposing a nominee for election as a director or any proposal for other business at a meeting
of stockholders and any Proposed Nominee shall provide, within five Business Days of delivery of such request (or such other period as
may be specified in such request), (A) written verification, satisfactory, in the discretion of the Board of Directors or any committee
thereof or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by the stockholder or any
Proposed Nominee pursuant to this Section 12, and (B) a written update of any information submitted by the stockholder or any
Proposed Nominee pursuant to this Section 12 as of an earlier date. If a stockholder or any Proposed Nominee fails to provide such
written verification, written update or representation within such period, the information as to which written verification, a written
update or representation was requested may be deemed not to have been provided in accordance with this Section 12.
(2) Notwithstanding the
foregoing provisions of this Section 12, unless otherwise required by law, no stockholder shall solicit proxies in support of director
nominees other than the Corporation’s nominees unless such stockholder has complied with Rule 14a-19 promulgated under the
Exchange Act in connection with the solicitation of such proxies. If (i) any stockholder provides notice pursuant to Rule 14a-19(b) under
the Exchange Act and (ii) such stockholder subsequently fails to comply with the requirements of Rule 14a-19(a)(2) or (3) under
the Exchange Act (as determined by the Board of Directors or an officer designated thereby), then the nomination of each such Proposed
Nominee shall be disregarded and the Corporation shall disregard any proxies for any Proposed Nominees on the Corporation’s proxy
card other than the Corporation’s nominees, notwithstanding that any such Proposed Nominee is included as a nominee in the Corporation’s
proxy statement, notice of meeting or other proxy material for such meeting and notwithstanding that proxies or votes in respect of the
election of such Proposed Nominees may have been received by the Corporation (which proxies and votes shall be disregarded). Upon request
by the Corporation, if any stockholder provides notice pursuant to Rule 14a-19(b) under the Exchange Act, such stockholder shall
deliver to the secretary, no later than five business days prior to the applicable meeting, reasonable evidence that the requirements
of Rule 14a-19(a)(3) under the Exchange Act have been satisfied.
(3) Only such individuals
who are nominated in accordance with this Section 12 shall be eligible for election by stockholders 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 this Section 12.
For the avoidance of doubt, a stockholder proposing a Proposed Nominee for election as a director shall have no right to (i) nominate
a number of Proposed Nominees that exceed the number of directors to be elected at the meeting or (ii) substitute or replace any
Proposed Nominee nominated by such stockholder unless such substitute or replacement is nominated in accordance with this Section 12
(including the timely provision of all information and representations with respect to such substitute or replacement Proposed Nominee
in accordance with the deadlines set forth in this Section 12). If the Corporation provides notice to a stockholder that the number
of Proposed Nominees proposed by such stockholder exceeds the number of directors to be elected at a meeting, the stockholder must provide
written notice to the Corporation within five Business Days stating the names of the Proposed Nominees that have been withdrawn so that
the number of Proposed Nominees proposed by such stockholder no longer exceeds the number of directors to be elected at a meeting. If
any individual who is nominated in accordance with this Section 12 becomes unwilling or unable to serve on the Board of Directors,
then the nomination with respect to such individual shall no longer be valid and no votes may validly be cast for such individual. The
chairman of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the
meeting was made or proposed, as the case may be, in accordance with 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 be disregarded.
(4) “Public announcement”
shall mean disclosure (i) in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire
or other widely circulated news or wire service or (ii) in a document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to the Exchange Act.
(5) 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 a proposal in, or the right of the Corporation
to omit a proposal from, the Corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange
Act. Nothing in this Section 12 shall require disclosure of revocable proxies received by the stockholder or Stockholder Associated
Person pursuant to a solicitation of proxies after the filing of an effective Schedule 14A by such stockholder or Stockholder Associated
Person under Section 14(a) of the Exchange Act.
Section 13. CONSENT
BY STOCKHOLDERS WITHOUT A MEETING. Any action required or permitted to be taken at a meeting of stockholders may be taken without
a meeting if a consent in writing or by electronic transmission, setting forth such action, is given by each stockholder entitled to vote
on the matter and filed with the minutes of proceedings of the stockholders.
Section 14. CONTROL
SHARE ACQUISITION ACT. Notwithstanding any other provision of the charter of the Corporation or these Bylaws, Title 3, Subtitle 7
of the Maryland General Corporation Law (or any successor statute) shall not apply to any acquisition by any person of shares of stock
of the Corporation. Any amendment, alteration or repeal of this section shall be valid only if approved by the affirmative vote of a majority
of votes cast by stockholders entitled to vote generally in the election of directors.
Section 15. BUSINESS
COMBINATION ACT. The Board of Directors has adopted a resolution exempting all business combinations between the Corporation and any
person from the provisions of Title 3, Subtitle 6 of the Maryland General Corporation Law (or any successor statute). Pursuant to such
resolution, any rescission, amendment, alteration or repeal of such resolution by the Board of Directors shall be valid only if approved
by the affirmative vote of a majority of votes cast by stockholders entitled to vote generally in the election of directors.
ARTICLE III
DIRECTORS
Section 1. GENERAL POWERS.
The business and affairs of the Corporation shall be managed under the direction of its Board of Directors.
Section 2. NUMBER, TENURE
AND QUALIFICATIONS. At any regular meeting or at any special meeting called for that purpose, (a) each director shall be elected
for a one-year term, and subject to removal, death, resignation, retirement or disqualification, shall hold office until the next annual
meeting or until his or her successor shall be elected and qualify, and (b) 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 20, and further provided that the tenure of office of a director shall not be affected
by any decrease in the number of directors.
Section 3. RESIGNATION.
Any director may resign at any time by sending a written notice of such resignation to the principal executive office of the Corporation
addressed to the chairman of the board or president, with a copy to the secretary. Unless otherwise specified therein, such resignation
shall take effect upon receipt thereof by the chairman of the board or president. The acceptance of a resignation shall not be necessary
to make it effective unless otherwise stated in the resignation.
Section 4. REMOVAL OF
DIRECTOR. Any director or the entire Board of Directors may be removed only in accordance with the provisions of the charter.
Section 5. REGULAR MEETINGS.
A regular meeting of the Board shall be held at least once every fiscal quarter at such time and place as shall be specified in a notice
given as hereinafter provided for special meetings of the Board of Directors.
Section 6. SPECIAL MEETINGS.
Special meetings of the Board of Directors may be called by or at the request of the chairman of the board, the chief executive officer,
the president or a majority of the directors then in office. The person or persons authorized to call special meetings of the Board of
Directors may fix any place as the place for holding any special meeting of the Board of Directors called by them. The Board of Directors
may provide, by resolution, the time and place for the holding of special meetings of the Board of Directors without other notice than
such resolution.
Section 7. NOTICE.
Notice of any special meeting of the Board of Directors shall be delivered personally or by telephone, electronic transmission, facsimile
transmission, United States mail or courier to each director at his or her business or residence address. Notice by personal delivery,
telephone, electronic transmission or facsimile transmission shall be given at least one Business Day prior to the meeting. Notice by
United States mail shall be given at least three Business Days prior to the meeting. Notice by courier shall be given at least two Business
Days prior to the meeting. Telephone notice shall be deemed to be given when the director or his or her agent is personally given such
notice in a telephone call to which the director or his or her agent is a party. Electronic transmission notice shall be deemed to be
given upon transmission of the message to the electronic transmission address given to the Corporation by the director. 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. Notice by United States mail shall be deemed to be given when deposited in
the United States mail properly addressed, with postage thereon prepaid. Notice by courier shall be deemed to be given when deposited
with or delivered to a courier properly addressed. 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. A meeting
may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting in accordance
with Article XIII of these Bylaws.
Section 8. 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 of the Corporation 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 at which a quorum has been established, may continue to transact business until adjournment,
notwithstanding the withdrawal of enough directors to leave fewer than required to establish a quorum.
Section 9. VOTING.
The action of a 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 law, the charter or these Bylaws. If enough directors
have withdrawn from a meeting to leave fewer than required to establish a quorum but the meeting is not adjourned, the action of the majority
of that number of directors necessary to constitute a quorum at such meeting shall be the action of the Board of Directors, unless the
concurrence of a greater proportion is required for such action by applicable law, the charter or these Bylaws.
Section 10. ORGANIZATION.
At each meeting of the Board of Directors, the chairman of the board or, in the absence of the chairman, the vice chairman of the board,
if any, shall act as chairman of the meeting. In the absence of both the chairman and vice chairman of the board, the chief executive
officer or in the absence of the chief executive officer, the president or in the absence of the president, a director chosen by a majority
of the directors present, shall act as chairman of the meeting. The secretary or, in his or her absence, an assistant secretary of the
Corporation, or, in the absence of the secretary and all assistant secretaries, an individual appointed by the chairman of the meeting,
shall act as secretary of the meeting.
Section 11. TELEPHONE
MEETINGS. Directors may participate in a meeting by means of a conference telephone or other 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 12. CONSENT
BY DIRECTORS WITHOUT A MEETING. 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 or by electronic transmission to such action is given by each director and filed with the minutes
of proceedings of the Board of Directors.
Section 13. VACANCIES.
If for any reason any or all 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). Except as may be provided by the Board
of Directors in setting the terms of any class or series of stock, any vacancy on the Board of Directors may be filled only by a majority
of the remaining directors, even if the remaining directors do not constitute a quorum. Any director elected to fill a vacancy shall serve
for the remainder of the full term of the class in which the vacancy occurred and until a successor is elected and qualifies.
Section 14. COMPENSATION.
Directors may receive compensation per year and/or per meeting and for any service or activity they performed or engaged in as directors.
Directors may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Board of Directors or
of any committee thereof and for their expenses, if any, in connection with any service or activity they performed or engaged in as directors;
but nothing herein contained shall be construed to preclude any directors from serving the Corporation in any other capacity and receiving
compensation therefor.
Section 15. 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 16. 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
or her duties.
Section 17. RELIANCE.
Each director, officer, employee and agent of the Corporation shall, in the performance of his or her duties with respect to the Corporation,
be entitled to rely on any information, opinion, report or statement, including any financial statement or other financial data, prepared
or presented by an officer or employee of the Corporation whom the director, officer, employee or agent reasonably believes to be reliable
and competent in the matters presented, by a lawyer, certified public accountant or other person, as to a matter which the director, officer,
employee or agent reasonably believes to be within the person’s professional or expert competence, or, with respect to a director,
by a committee of the Board of Directors on which the director does not serve, as to a matter within its designated authority, if the
director reasonably believes the committee to merit confidence.
Section 18. CERTAIN
RIGHTS OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. The directors shall have no responsibility unless otherwise provided for by any
employment or other agreement to devote their full time to the affairs of the Corporation. Any director, officer, employee or agent of
the Corporation, in his or her 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 or in competition with those of or relating
to the Corporation.
Section 19. RATIFICATION.
The Board of Directors or the stockholders may ratify and make binding on the Corporation any action or inaction by the Corporation or
its officers to the extent that the Board of Directors or the stockholders could have originally authorized the matter. Moreover, any
action or inaction questioned in any stockholders’ derivative proceeding or any other proceeding on the ground of lack of authority,
defective or irregular execution, adverse interest of a director, officer or stockholder, non-disclosure, miscomputation, the application
of improper principles or practices of accounting, or otherwise, may be ratified, before or after judgment, by the Board of Directors
or by the stockholders, and if so ratified, shall have the same force and effect as if the questioned action or inaction had been originally
duly authorized, and such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim
or execution of any judgment in respect of such questioned action or inaction.
Section 20. EMERGENCY
PROVISIONS. Notwithstanding any other provision in the charter of the Corporation or these Bylaws, this Section 20 shall apply
during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board of Directors
under Article III of these Bylaws cannot readily be obtained (an “Emergency”). During any Emergency, unless otherwise
provided by the Board of Directors, (a) a meeting of the Board of Directors or a committee thereof may be called by any director
or officer by any means feasible under the circumstances; (b) notice of any meeting of the Board of Directors during such an Emergency
may be given less than 24 hours prior to the meeting to as many directors and by such means as may be feasible at the time, including
publication, television or radio, and (c) the number of directors necessary to constitute a quorum shall be one-third of the entire
Board of Directors.
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, a Nominating and Corporate Governance Committee and other committees, composed of one or more directors, to serve at the pleasure
of the Board of Directors.
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. A majority of
the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee. The act of a majority
of the committee members present at a meeting shall be the act of such committee. The Board of Directors may designate a chairman of any
committee, and such chairman or, in the absence of a chairman, 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. 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. Each committee shall keep minutes of its proceedings.
Section 4. TELEPHONE
MEETINGS. Members of a committee of the Board of Directors may participate in a meeting by means of a conference telephone or other
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 5. CONSENT BY
COMMITTEES WITHOUT A MEETING. 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 or by electronic transmission to such action is given by each member of the committee
and filed with the minutes of proceedings of such committee.
Section 6. 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 any vacancy, to designate an alternate member 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 president, a secretary and a treasurer and may include a vice
chairman of the board, a chief executive officer, co-chief executive officers, one or more executive vice presidents, senior vice presidents
or vice presidents, a chief operating officer, a chief financial officer, one or more assistant secretaries and one or more assistant
treasurers. In addition, the Board of Directors may from time to time elect 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, except that the chief
executive officer, co-chief executive officers or president may from time to time appoint one or more executive vice presidents, senior
vice presidents, vice presidents, assistant secretaries, assistant treasurers or other officers. Each officer shall hold office until
his or her successor is elected and qualifies or until his or her death, or his or her resignation or removal in the manner hereinafter
provided. In its discretion, the Board of Directors may leave unfilled any office except that of president, treasurer and secretary. Any
two or more offices except president and vice president may be held by the same person. 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, with or without cause, 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 or her resignation
to the Board of Directors, the chairman of the board, the president or the secretary. Any resignation shall take effect immediately upon
its receipt or at such later time specified in the notice of resignation. The acceptance of a resignation shall not be necessary to make
it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of
the Corporation.
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 may designate a chief executive officer or co-chief executive officers. In the absence of such designation,
the chairman of the board shall be the chief executive officer of the Corporation. The chief executive officer or co-chief executive officers,
as applicable, 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. He or she 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 chief executive officer and such other duties as may be prescribed by the Board of Directors from time
to time.
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 determined 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 determined by the Board of Directors or the chief executive officer.
Section 7. PRESIDENT.
In the absence of a chief executive officer, the president 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 or she 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 8. 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 such vice president
by the president or by the Board of Directors. The Board of Directors may designate one or more vice presidents as executive vice president,
senior vice president or vice president for particular areas of responsibility.
Section 9. 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 stock transfer books of the Corporation; and (f) in general perform such other duties as from time to time
may be assigned to him or her by the chief executive officer, the president or the Board of Directors.
Section 10. 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 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 president and Board of Directors, at the regular meetings of the Board of Directors or whenever it may so require, an account of
all his or her transactions as treasurer and of the financial condition of the Corporation.
Section 11. 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 president or the Board of Directors.
Section 12. COMPENSATION.
The 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 compensation by reason of the fact that he or she 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 shall be valid and binding upon the Corporation when authorized or ratified by action of the Board of Directors
and executed by an authorized person.
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 agent of the Corporation in such manner as shall from time to time be determined by
the Board of Directors.
Section 3. DEPOSITS.
All funds of the Corporation not otherwise employed shall be deposited or invested from time to time to the credit of the Corporation
as the Board of Directors, the chief executive officer, the chief financial officer or any other officer designated by the Board of Directors
may determine.
ARTICLE VII
STOCK
Section 1. CERTIFICATES.
The Board of Directors may authorize the Corporation to issue some or all of the shares of any class or series of its stock without certificates.
In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed
by the Board of Directors or a duly authorized officer, shall contain the statements and information required by the Maryland General
Corporation Law and shall be signed by the officers of the Corporation in the manner permitted by the Maryland General Corporation Law.
In the event that the Corporation issues shares of stock without certificates, to the extent then required by the Maryland General Corporation
Law, the Corporation shall provide to the record holders of such shares a written statement of the information required by the Maryland
General Corporation Law to be included on stock certificates. There shall be no differences in the rights and obligations of stockholders
based on whether or not their shares are represented by certificates. If shares of a class or series of stock are authorized by the Board
of Directors to be issued without certificates, no stockholder shall be entitled to a certificate or certificates representing any shares
of such class or series of stock held by such stockholder unless otherwise determined by the Board of Directors and then only upon written
request by such stockholder to the secretary of the Corporation.
Section 2. TRANSFERS.
All transfers of shares of stock shall be made on the books of the Corporation, by the holder of the shares, in person or by his or her
attorney, in such manner as the Board of Directors or any officer of the Corporation may prescribe and, if such shares are certificated,
upon surrender of certificates duly endorsed. The issuance of a new certificate upon the transfer of certificated shares is subject to
the determination of the Board of Directors that such shares shall no longer be represented by certificates. Upon the transfer of uncertificated
shares, to the extent then required by the Maryland General Corporation Law, the Corporation shall provide to record holders of such shares
a written statement of the information required by the Maryland General Corporation Law to be included on stock certificates.
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 or on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise expressly 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 of the Corporation and all of the terms and conditions
contained therein.
Section 3. REPLACEMENT
CERTIFICATE. Any officer of the Corporation 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, stolen or destroyed; provided, however, if such shares have ceased to be certificated, no new certificate
shall be issued unless requested in writing by such stockholder and the Board of Directors has determined that such certificates may be
issued. When authorizing the issuance of a new certificate, an officer of the Corporation may, in his or her discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or the owner’s legal representative
to advertise the same in such manner as he or she 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. 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 determining 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 day the record date is fixed and shall be not more than 90 days and, in the case of a meeting
of stockholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of stockholders
of record is to be held or taken.
When a record date for the determination
of stockholders entitled to notice of and to vote at any meeting of stockholders has been set as provided in this section, such record
date shall continue to apply to the meeting if adjourned or postponed, except if the meeting is adjourned to a date more than 120 days
or postponed to a date more than 90 days after the record date originally fixed for the meeting, in which case a new record date for such
meeting may 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 stock ledger containing the name and address of each stockholder and the number of shares of each class held by such stockholder.
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. CERTIFICATION
OF BENEFICIAL OWNERS. The Board of Directors may adopt by resolution a procedure by which a stockholder of the Corporation 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 certify; the purpose for which the
certification may be made; the form of certification and the information to be contained in it; if the certificate is with respect to
a record date, the time after the record date 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 a certification which complies
with the procedure adopted by the Board of Directors in accordance with this Section, the person specified in the certification is, for
the purpose set forth in the certification, the holder of record of the specified stock in place of the stockholder who makes the certification.
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.
ARTICLE IX
DISTRIBUTIONS
Section 1. AUTHORIZATION.
Dividends and other distributions upon the stock of the Corporation may be authorized by the Board of Directors, subject to the provisions
of law and the charter of the Corporation. 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 assets of the Corporation available for dividends
or other distributions such sum or sums as the Board of Directors may from 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 purpose as the Board of Directors shall determine, and the Board of Directors may modify or abolish any such reserve.
ARTICLE X
INVESTMENT
POLICY
Subject to the provisions of
the charter of the Corporation, 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 contain the name of the Corporation and
the year of its incorporation and the words “Incorporated Maryland.” 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
AND ADVANCE OF EXPENSES
Section 1. INDEMNIFICATION.
To the maximum extent permitted by Maryland law in effect from time to time, the Corporation shall indemnify and, without requiring a
preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final
disposition of a proceeding to (a) any individual who is a present or former director or officer of the Corporation and who is made
or threatened to be made a party to the proceeding by reason of his or her service in that capacity or (b) any individual who, while
a director or officer of the Corporation and at the request of the Corporation, serves or has served as a director, officer, partner or
trustee of another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise
and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity (each person identified
in (a) or (b) above, a “Covered Person”). The rights to indemnification and advance of expenses provided by the
charter of the Corporation and these Bylaws shall vest immediately upon election of a director or officer. The Corporation may, with the
approval of its Board of Directors or any duly authorized committee thereof, provide such indemnification and advance for expenses to
an individual who served a predecessor of the Corporation in any of the capacities described in (a) or (b) above and to any
employee or agent of the Corporation or a predecessor of the Corporation. The indemnification and payment of expenses provided in these
Bylaws shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification or payment of expenses
may be or may become entitled under any bylaw, regulation, insurance, agreement or otherwise.
Neither the amendment nor repeal
of this Article, nor the adoption or amendment of any other provision of the Bylaws or charter of the Corporation 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.
Section 2. ADVANCEMENT
OF EXPENSES. To the fullest extent authorized by Maryland law in effect from time to time, each Covered Person shall have (and shall
be deemed to have a contractual right to have) the right, without the need for any action by the Board of Directors, to be paid by the
Corporation (and any successor of the Corporation by merger or otherwise) the expenses incurred in connection with any proceeding in advance
of its final disposition, such advances to be paid by the Corporation within twenty (20) days after the receipt by the Corporation of
a statement or statements from the claimant requesting such advance or advances from time to time; provided, that if the Maryland General
Corporation Law requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer
(and not, except to the extent specifically required by applicable law, in any other capacity in which service was or is rendered by such
person while a director or officer, including, without limitation, service to an employee benefit plan) shall be made only upon delivery
to the Corporation of an undertaking (hereinafter, the “Undertaking”) by or on behalf of such director or officer, to repay
all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal
(a “final disposition”) that such director or officer is not entitled to be indemnified for such expenses under this Bylaw
or otherwise.
Section 3. CLAIMS.
(a) If a claim for indemnification
under this Article XII is not paid in full by the Corporation within thirty (30) days after a written claim for indemnification has
been received by the Corporation, or (2) if a request for advancement of expenses under this Article XII is not paid in full
by the Corporation within twenty (20) days after a statement pursuant to Section 2 of this Article XII and the required Undertaking,
if any, have been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the
unpaid amount of the claim for indemnification or request for advancement of expenses and, if successful in whole or in part, the claimant
shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action that, under the Maryland
General Corporation Law, the claimant has not met the standard of conduct which makes it permissible for the Corporation to indemnify
the claimant for the amount claimed or that the claimant is not entitled to the requested advancement of expenses, but (except where the
required Undertaking, if any, has not been tendered to the Corporation) the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its Disinterested Directors (as defined below), Independent Counsel (as defined
below) or stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Maryland General Corporation
Law, nor an actual determination by the Corporation (including its Disinterested Directors, Independent Counsel or stockholders)
that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant
has not met the applicable standard of conduct.
(b) If a determination
shall have been made (i) by a majority of Disinterested Directors, even though less than a quorum, or (ii) by a committee of
Disinterested Directors designated by majority vote of the Disinterested Directors, even though less than a quorum, or (iii) if there
are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel, in a written opinion to the Board
of Directors, a copy of which shall be delivered to the claimant, or (iv) if a majority of the Disinterested Directors so directs,
by a majority vote of the stockholders of the Corporation, that the claimant is entitled to indemnification, the Corporation shall be
bound by such determination in any judicial proceeding commenced pursuant to Section 3(a) of this Article XII.
(c) The Corporation shall
be precluded from asserting in any judicial proceeding commenced pursuant to Section 3(a) of this Article XII that the
procedures and presumptions of this Bylaw are not valid, binding and enforceable and shall stipulate in such proceeding that the Corporation
is bound by all the provisions of these Bylaws.
Section 4. INSURANCE;
OTHER INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.
(a) The Corporation may
maintain insurance, at its expense, to protect itself and any current or former director, officer, employee or agent of the Corporation
or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense, liability or loss under the Maryland General Corporation
Law.
(b) The Corporation may,
to the extent authorized from time to time by the Board of Directors or the chief executive officer, grant rights to indemnification and
rights to advancement of expenses incurred in connection with any proceeding in advance of its final disposition, to any current or former
officer, employee or agent of the Corporation to the fullest extent permitted by applicable law.
Section 5. Any notice,
request or other communication required or permitted to be given to the Corporation under this Article XII shall be in writing and
either delivered in person or sent by telecopy, telex, telegram, overnight mail or courier service, or certified or registered mail, postage
prepaid, return receipt requested, to the secretary and shall be effective only upon receipt by the secretary.
Section 6. SEVERABILITY.
If any provision or provisions of this Article XII shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(1) the validity, legality and enforceability of the remaining provisions of this Article XII (including, without limitation,
each portion of any paragraph of Article XII containing any such provision held to be invalid, illegal or unenforceable, that is
not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the fullest
extent possible, the provisions of this Article XII (including, without limitation, each such portion of any paragraph of this Article XII
containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal or unenforceable.
Section 7. DEFINITIONS.
For purposes of this Article XII:
(a) “Disinterested
Director” means a director of the Corporation who is not and was not a party to the matter in respect of which indemnification is
sought by the claimant; and
(b) “Independent
Counsel” means a law firm, a member of a law firm, or an independent practitioner, that is experienced in matters of corporation
law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict
of interest in representing either the Corporation or the claimant in an action to determine the claimant’s rights under this Bylaw.
ARTICLE XIII
WAIVER
OF NOTICE
Whenever any notice is required
to be given pursuant to the charter of the Corporation or these Bylaws or pursuant to applicable law, a waiver thereof in writing or by
electronic transmission, given 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
Section 1. BY THE STOCKHOLDERS.
Subject to the provisions of the charter of the Corporation, these Bylaws may be altered, amended or repealed, or new Bylaws enacted,
by the affirmative vote of a majority of votes cast by stockholders entitled to vote generally in the election of directors. Subject to
the provisions of the charter of the Corporation and except as otherwise provided in the immediately preceding sentence or Article II,
Section 14 of these 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.
Section 2. BY THE BOARD
OF DIRECTORS. Subject to Maryland law, the charter of the Corporation and these Bylaws, these Bylaws may also be altered, amended
or repealed, or new Bylaws enacted, by the Board of Directors.
ARTICLE XV
MISCELLANEOUS
Section 1. BOOKS AND
RECORDS. The Corporation shall keep correct and complete books and records of its accounts and transactions and minutes of the proceedings
of its stockholders and Board of Directors and of an executive or other committee when exercising any of the powers of the Board of Directors.
The books and records of the Corporation may be in written form or in any other form which can be converted within a reasonable time into
written form for visual inspection. Minutes shall be recorded in written form but may be maintained in the form of a reproduction. The
original or a certified copy of these Bylaws shall be kept at the principal office of the Corporation.
Section 2. VOTING STOCK
IN OTHER COMPANIES. Stock of other corporations or associations, registered in the name of the Corporation, may be voted by the president,
a vice president or a proxy appointed by either of them. The Board of Directors, however, may by resolution appoint some other person
to vote such shares, in which case such person shall be entitled to vote such shares upon the production of a certified copy of such resolution.
Section 3. SELECTION
OF FORUM. Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (a) any
derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty
owed by any director or officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (c) any
action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any
provision of the Maryland General Corporation Law or the charter or Bylaws of the Corporation (as either may be amended from time to time),
or (d) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation governed
by the internal affairs doctrine shall be a state court located within the State of Maryland (or, if no state court located within the
State of Maryland has jurisdiction, the federal district court for the District of Maryland).
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Hilltop (NYSE:HTH)
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Hilltop (NYSE:HTH)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024