{"id":41502,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bylaws-coach-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-coach-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-coach-inc.html","title":{"rendered":"Bylaws &#8211; Coach Inc."},"content":{"rendered":"<pre>                                   COACH, INC.\n\n                                     BYLAWS\n                           (AS AMENDED ON MAY 3, 2001)\n\n                                    ARTICLE I\n\n                                     OFFICES\n\n               Section 1. PRINCIPAL OFFICE. The principal office of the\nCorporation in the State of Maryland shall be located at such place as the Board\nof Directors may designate.\n\n               Section 2. ADDITIONAL OFFICES. The Corporation may have\nadditional offices, including a principal executive office, at such places as\nthe Board of Directors may from time to time determine or the business of the\nCorporation may require.\n\n                                   ARTICLE II\n\n                            MEETINGS OF STOCKHOLDERS\n\n               Section 1. PLACE. All meetings of stockholders shall be held at\nthe principal office of the Corporation or at such other place as shall be\nstated in the notice of the meeting.\n\n               Section 2. ANNUAL MEETING. An annual meeting of the stockholders\nfor the election of directors and the transaction of any business within the\npowers of the Corporation shall be held on a date and at the time set by the\nBoard of Directors during the 31-day period beginning on the 15th day of October\nand ending on the 14th day of November in each year.\n\n               Section 3. SPECIAL MEETINGS.\n\n               (a) General. The chairman of the board, president, chief\nexecutive officer or Board of Directors may call a special meeting of the\nstockholders. Subject to subsection (b) of this Section 3, a special meeting of\nstockholders shall also be called by the secretary of the Corporation upon the\nwritten request of the stockholders entitled to cast not less than a majority of\nall the votes entitled to be cast at such meeting.\n\n               (b) Stockholder Requested Special Meetings. (1) Any stockholder\nof record seeking to have stockholders request a special meeting shall, by\nsending written notice to the secretary (the \"Record Date Request Notice\") by\nregistered mail, return receipt requested, request the Board of Directors to fix\na record date to determine the stockholders entitled to request a special\nmeeting (the \"Request Record Date\"). The Record Date Request Notice shall set\nforth the purpose of the meeting and the matters proposed to be acted on at it,\nshall be signed by one or more stockholders of record as of the date of\nsignature, shall bear the date of signature of each such stockholder and shall\nset forth all information relating to each such stockholder that must be\ndisclosed in solicitations of proxies for election of directors in an election\ncontest (even\n   2\nif an election contest is not involved), or is otherwise required,\nin each case pursuant to Regulation 14A under the Securities Exchange Act of\n1934, as amended (the \"Exchange Act\"), and Rule 14a-11 thereunder. Upon\nreceiving the Record Date Request Notice, the Board of Directors may fix a\nRequest Record Date. The Request Record Date shall not be more than 15 days\nafter the close of business on the date on which the resolution fixing the\nRequest Record Date is adopted by the Board of Directors. If the Board of\nDirectors, within 20 days after the date on which a valid Record Date Request\nNotice is received, fails to adopt a resolution fixing the Request Record Date\nand make a public announcement of such Request Record Date, the Request Record\nDate shall be the close of business on the 35th day after the first date on\nwhich the Record Date Request Notice is received by the secretary.\n\n               (2) In order for any stockholder to request a special meeting,\none or more written requests for a special meeting (the \"Special Meeting\nRequest\") signed by stockholders of record as of the Request Record Date\nentitled to cast not less than a majority of all of the votes entitled to be\ncast at such meeting (the \"Special Meeting Percentage\") shall be delivered to\nthe secretary. In addition, the Special Meeting Request shall set forth the\npurpose of the meeting and the matters proposed to be acted on at it (which\nshall be limited to the matters set forth in the Record Date Request Notice\nreceived by the secretary), shall bear the date of signature of each such\nstockholder signing the Special Meeting Request, shall set forth the name and\naddress, as they appear in the Corporation's books, of each stockholder signing\nsuch request and the class and number of shares of stock of the Corporation\nwhich are owned of record and beneficially by each such stockholder, shall be\nsent to the secretary by registered mail, return receipt requested, and shall be\nreceived by the secretary within 60 days after the Request Record Date. Not\nlater than the fifth day or such later date as may be necessary to resolve any\nquestions or disputes as to the validity of any Special Meeting Request or\nrevocation thereof (the \"Certification Date\") after the last day of the 60 day\nperiod during which the Special Meeting Request may be made (the \"Determination\nDate\"), the secretary of the Corporation, or an inspector selected pursuant to\nparagraph (6) below, shall determine whether the secretary has received by the\nclose of business on the Determination Date valid Special Meeting Requests from\nstockholders of record as of the Request Record Date entitled to cast not less\nthan the Special Meeting Percentage. Any requesting stockholder may revoke his,\nher or its request for a special meeting at any time before the Determination\nDate by written revocation delivered to the secretary.\n\n               (3) Not later than 15 days from the Certification Date, the\nsecretary shall inform the requesting stockholders of the reasonably estimated\ncost of preparing and mailing the notice of meeting (including the Corporation's\nproxy materials) (the \"Special Meeting Costs\"). The secretary shall not be\nrequired to call a special meeting upon stockholder request and such meeting\nshall not be held unless, in addition to the documents required by paragraph (2)\nof this Section 3(b), the secretary receives payment of the Special Meeting\nCosts within 20 days of having notified the requesting stockholders of such\nSpecial Meeting Costs.\n\n               (4) Except as provided in the next sentence, any special meeting\nshall be held at such place, date and time as may be designated by the\npresident, chief executive officer or Board of Directors, whoever has called the\nmeeting. In the case of any special meeting called by the secretary upon the\nrequest of stockholders (a \"Stockholder Requested Meeting\"), such meeting shall\nbe held at such place, date and time as may be designated by the Board of\nDirectors;\n\n                                       2\n   3\nprovided, however, that the date of any Stockholder Requested Meeting shall be\nnot more than 60 days after the record date for such meeting (the \"Meeting\nRecord Date\"); and provided further that if the Board of Directors fails to\ndesignate, within 20 days after the date that payment of the Special Meeting\nCosts is actually received by the secretary (the \"Delivery Date\"), a date and\ntime for a Stockholder Requested Meeting, then such meeting shall be held at\n2:00 p.m. local time on the 60th day after the Meeting Record Date or, if such\n60th day is not a Business Day (as defined below), on the first preceding\nBusiness Day; and provided further that in the event that the Board of Directors\nfails to designate a place for a Stockholder Requested Meeting within 20 days\nafter the Delivery Date, then such meeting shall be held at the principal\nexecutive offices of the Corporation. In fixing a date for any special meeting,\nthe president, chief executive officer or Board of Directors may consider such\nfactors as he, she or it deems relevant within the good faith exercise of\nbusiness judgment, including, without limitation, the nature of the matters to\nbe considered, the facts and circumstances surrounding any request for meeting\nand any plan of the Board of Directors to call an annual meeting or a special\nmeeting, provided, that, in the case of any Stockholder Requested Meeting, the\nMeeting Record Date shall not be more than 15 days after the close of business\non the date on which the resolution fixing the Meeting Record Date is adopted by\nthe Board of Directors. In the case of any Stockholder Requested Special\nMeeting, if the Board of Directors fails to fix a Meeting Record Date within 20\ndays after the Delivery Date, then the close of business on the 35th day after\nthe Delivery Date shall be the Meeting Record Date.\n\n               (5) If at any time as a result of written revocations of requests\nfor the special meeting, stockholders of record as of the Request Record Date\nentitled to cast less than the Special Meeting Percentage shall have delivered\nand not revoked requests for a special meeting, the secretary may refrain from\nmailing the notice of the meeting or, if the notice of the meeting has been\nmailed, the secretary may revoke the notice of the meeting at any time before\nten days before the meeting if the secretary has first sent to all other\nrequesting stockholders written notice of such revocation and of intention to\nrevoke the notice of the meeting. Any request for a special meeting received\nafter a revocation by the secretary of a notice of a meeting shall be considered\na request for a new special meeting.\n\n               (6) The chairman of the Board of Directors, the president or the\nBoard of Directors may appoint regionally or nationally recognized independent\ninspectors of elections to act as the agent of the Corporation for the purpose\nof promptly performing a ministerial review of the validity of any purported\nSpecial Meeting Request received by the secretary. For the purpose of permitting\nthe inspectors to perform such review, no such purported request shall be deemed\nto have been delivered to the secretary until the earlier of (i) five Business\nDays after receipt by the secretary of such purported request and (ii) such date\nas the independent inspectors certify to the Corporation that the valid requests\nreceived by the secretary represent at least a majority of the issued and\noutstanding shares of stock that would be entitled to vote at such meeting.\nNothing contained in this paragraph (6) shall in any way be construed to suggest\nor imply that the Corporation or any stockholder shall not be entitled to\ncontest the validity of any request, whether during or after such five Business\nDay period, or to take any other action (including, without limitation, the\ncommencement, prosecution or defense of any litigation with respect thereto, and\nthe seeking of injunctive relief in such litigation).\n\n                                       3\n   4\n               (7) For purposes of these Bylaws, \"Business Day\" shall mean any\nday other than a Saturday, a Sunday or a day on which banking institutions in\nthe State of New York are authorized or obligated by law or executive order to\nclose.\n\n               Section 4. NOTICE. Not less than ten nor more than 90 days before\neach meeting of stockholders, the secretary shall give to each stockholder\nentitled to vote at such meeting and to each stockholder not entitled to vote\nwho is entitled to notice of the meeting written or printed notice stating the\ntime and place of the meeting and, in the case of a special meeting or as\notherwise may be required by any statute, the purpose for which the meeting is\ncalled, either by mail or by presenting it to such stockholder personally or by\nleaving it at the stockholder's residence or usual place of business or by any\nother means permitted by Maryland law. If mailed, such notice shall be deemed to\nbe given when deposited in the United States mail addressed to the stockholder's\naddress as it appears on the records of the Corporation, with postage thereon\nprepaid.\n\n               Section 5. SCOPE OF NOTICE. Any business of the Corporation may\nbe transacted at an annual meeting of stockholders without being specifically\ndesignated in the notice, except such business as is required by any statute to\nbe stated in such notice. No business shall be transacted at a special meeting\nof stockholders except as specifically designated in the notice.\n\n               Section 6. ORGANIZATION AND CONDUCT. Every meeting of\nstockholders shall be conducted by an individual appointed by the Board of\nDirectors to be chairman of the meeting or, in the absence of such appointment,\nby the chairman of the board or, in the case of a vacancy in the office or\nabsence of the chairman of the board, by one of the following officers present\nat the meeting: the vice chairman of the board, if there be one, the president,\nthe vice presidents in their order of seniority, or, in the absence of such\nofficers, a chairman chosen by the stockholders by the vote of a majority of the\nvotes cast by stockholders present in person or by proxy. The secretary, or, in\nthe secretary's absence, an assistant secretary, or in the absence of both the\nsecretary and assistant secretaries, a person appointed by the Board of\nDirectors or, in the absence of such appointment, a person appointed by the\nchairman of the meeting shall act as secretary of the meeting. In the event that\nthe secretary presides at a meeting of the stockholders, an assistant secretary\nshall record the minutes of the meeting. The order of business and all other\nmatters of procedure at any meeting of stockholders shall be determined by the\nchairman of the meeting. The chairman of the meeting may prescribe such rules,\nregulations and procedures and take such action as, in the discretion of such\nchairman, are appropriate for the proper conduct of the meeting, including,\nwithout limitation, (a) restricting admission to the time set for the\ncommencement of the meeting; (b) limiting attendance at the meeting to\nstockholders of record of the Corporation, their duly authorized proxies or\nother such persons as the chairman of the meeting may determine; (c) limiting\nparticipation at the meeting on any matter to stockholders of record of the\nCorporation entitled to vote on such matter, their duly authorized proxies or\nother such persons as the chairman of the meeting may determine; (d) limiting\nthe time allotted to questions or comments by participants; (e) maintaining\norder and security at the meeting; (f) removing any stockholder who refuses to\ncomply with meeting procedures, rules or guidelines as set forth by the chairman\nof the meeting; and (g) recessing or adjourning the meeting to a later date and\ntime and place announced at the\n\n                                       4\n   5\nmeeting. Unless otherwise determined by the chairman of the meeting, meetings of\nstockholders shall not be required to be held in accordance with the rules of\nparliamentary procedure.\n\n               Section 7. QUORUM. At any meeting of stockholders, the presence\nin person or by proxy of stockholders entitled to cast a majority of all the\nvotes entitled to be cast at such meeting shall constitute a quorum; but this\nsection shall not affect any requirement under any statute or the charter of the\nCorporation for the vote necessary for the adoption of any measure. If, however,\nsuch quorum shall not be present at any meeting of the stockholders, the\nchairman of the meeting or the stockholders entitled to vote at such meeting,\npresent in person or by proxy, shall have the power to adjourn the meeting from\ntime to time to a date not more than 120 days after the original record date\nwithout notice other than announcement at the meeting. At such adjourned meeting\nat which a quorum shall be present, any business may be transacted which might\nhave been transacted at the meeting as originally notified.\n\n        The stockholders present either in person or by proxy, at a meeting\nwhich has been duly called and convened, may continue to transact business until\nadjournment, notwithstanding the withdrawal of enough stockholders to leave less\nthan a quorum.\n\n               Section 8. VOTING. A plurality of all the votes cast at a meeting\nof stockholders duly called and at which a quorum is present shall be sufficient\nto elect a director. Each share may be voted for as many individuals as there\nare directors to be elected and for whose election the share is entitled to be\nvoted. A majority of the votes cast at a meeting of stockholders duly called and\nat which a quorum is present shall be sufficient to approve any other matter\nwhich may properly come before the meeting, unless more than a majority of the\nvotes cast is required by statute or by the charter of the Corporation. Unless\notherwise provided in the charter, each outstanding share, regardless of class,\nshall be entitled to one vote on each matter submitted to a vote at a meeting of\nstockholders.\n\n               Section 9. PROXIES. A stockholder may cast the votes entitled to\nbe cast by the shares of the stock owned of record by the stockholder either in\nperson or by proxy executed in writing by the stockholder or by the\nstockholder's duly authorized agent in any manner permitted by law. Such proxy\nshall be filed with the secretary of the Corporation before or at the time of\nthe meeting. No proxy shall be valid after eleven months from the date of its\nexecution, unless otherwise provided in the proxy.\n\n               Section 10. VOTING OF STOCK BY CERTAIN HOLDERS. Stock of the\nCorporation registered in the name of a corporation, partnership, trust or other\nentity, if entitled to be voted, may be voted by the president or a vice\npresident, a general partner or trustee thereof, as the case may be, or a proxy\nappointed by any of the foregoing individuals, unless some other person who has\nbeen appointed to vote such stock pursuant to a bylaw or a resolution of the\ngoverning body of such corporation or other entity or agreement of the partners\nof a partnership presents a certified copy of such bylaw, resolution or\nagreement, in which case such person may vote such stock. Any director or other\nfiduciary may vote stock registered in his or her name as such fiduciary, either\nin person or by proxy.\n\n                                       5\n   6\n               Shares of stock of the Corporation directly or indirectly owned\nby it shall not be voted at any meeting and shall not be counted in determining\nthe total number of outstanding shares entitled to be voted at any given time,\nunless they are held by it in a fiduciary capacity, in which case they may be\nvoted and shall be counted in determining the total number of outstanding shares\nat any given time.\n\n               The Board of Directors may adopt by resolution a procedure by\nwhich a stockholder may certify in writing to the Corporation that any shares of\nstock registered in the name of the stockholder are held for the account of a\nspecified person other than the stockholder. The resolution shall set forth the\nclass of stockholders who may make the certification, the purpose for which the\ncertification may be made, the form of certification and the information to be\ncontained in it; if the certification is with respect to a record date or\nclosing of the stock transfer books, the time after the record date or closing\nof the stock transfer books within which the certification must be received by\nthe Corporation; and any other provisions with respect to the procedure which\nthe Board of Directors considers necessary or desirable. On receipt of such\ncertification, the person specified in the certification shall be regarded as,\nfor the purposes set forth in the certification, the stockholder of record of\nthe specified stock in place of the stockholder who makes the certification.\n\n               Section 11. INSPECTORS. The Board of Directors, the chairman of\nthe board or the chairman of any meeting of stockholders, before or at any\nmeeting, may, but need not, appoint one or more individual inspectors or one or\nmore entities that designate individuals as inspectors to act at the meeting or\nany adjournment thereof. If an inspector or inspectors are not appointed, the\nchairman of the meeting may, but need not, appoint one or more inspectors. In\ncase any person who may be appointed as an inspector fails to appear or act, the\nvacancy may be filled by the Board of Directors, the chairman of the board or\nthe chairman of the meeting before or at the meeting. The inspectors, if any,\nshall determine the number of shares outstanding and the voting power of each,\nthe shares represented at the meeting, and the validity and effect of proxies,\nand shall receive votes, ballots or consents, hear and determine all challenges\nand questions arising in connection with the right to vote, count and tabulate\nall votes, ballots or consents, and do such acts as are proper to conduct the\nelection or vote with fairness. Each such report shall be in writing and signed\nby him or her or by a majority of them if there is more than one inspector\nacting at such meeting. If there is more than one inspector, the report of a\nmajority shall be the report of the inspectors. The report of the inspector or\ninspectors on the number of shares represented at the meeting and the results of\nthe voting shall be prima facie evidence thereof.\n\n               Section 12.   NOMINATIONS AND PROPOSALS BY STOCKHOLDERS.\n\n               (a) Annual Meetings of Stockholders. (1) Nominations of persons\nfor election to the Board of Directors and the proposal of business to be\nconsidered by the stockholders may be made at an annual meeting of stockholders\n(i) pursuant to the Corporation's notice of meeting, (ii) by or at the direction\nof the Board of Directors, or (iii) by any stockholder of the Corporation who\nwas a stockholder of record both at the time of giving of notice provided for in\nthis Section 12(a) and at the time of the annual meeting, who is entitled to\nvote at the meeting and who complied with the notice procedures set forth in\nthis Section 12(a).\n\n                                       6\n   7\n               (2) For nominations for election to the Board of Directors or\nother business to be properly brought before an annual meeting by a stockholder\npursuant to clause (iii) of paragraph (a)(1) of this Section 12, the stockholder\nmust have given timely notice thereof in writing to the Secretary of the\nCorporation and such other business must otherwise be a proper matter for action\nby stockholders. To be timely, a stockholder's notice must be delivered to the\nSecretary at the principal executive office of the Corporation by not later than\n(a) with respect to the 2001 annual meeting, August 1, 2001, and (b) with\nrespect to all other annual meetings, the close of business on the 90th day\nprior to the first anniversary of the date of mailing of the notice for the\npreceding year's annual meeting nor earlier than the close of business on the\n120th day prior to the first anniversary of the date of mailing of the notice\nfor the preceding year's annual meeting; provided, however, that in the event\nthat the date of the mailing of the notice for the annual meeting is advanced or\ndelayed by more than 30 days from the first anniversary of the date of mailing\nof the notice for the preceding year's annual meeting, notice by the stockholder\nto be timely must be so delivered not earlier than the close of business on the\n120th day prior to the date of mailing of the notice for such annual meeting and\nnot later than the close of business on the later of the 90th day prior to the\ndate of mailing of the notice for such annual meeting or the tenth day following\nthe day on which public announcement of the date of mailing of the notice for\nsuch meeting is first made by the Corporation. In no event shall the public\nannouncement of a postponement of such annual meeting or of an adjournment or\npostponement of an annual meeting to a later date or time commence a new time\nperiod for the giving of a stockholder's notice as described above. A\nstockholder's notice to be proper must set forth (i) as to each person whom the\nstockholder proposes to nominate for election or reelection as a director (A)\nthe name, age, business address and residence address of such person, (B) the\nclass and number of shares of stock of the Corporation that are beneficially\nowned or owned of record by such person and (C) all other information relating\nto such person that is required to be disclosed in solicitations of proxies for\nelection of directors in an election contest, or is otherwise required, in each\ncase pursuant to Regulation 14A (or any successor provision) under the Exchange\nAct (including such person's written consent to being named in the proxy\nstatement as a nominee and to serving as a director if elected); (ii) as to any\nother business that the stockholder proposes to bring before the meeting, a\ndescription of the business desired to be brought before the meeting, the\nreasons for conducting such business at the meeting and any interest in such\nbusiness of such stockholder (including any anticipated benefit to the\nstockholder therefrom) and of each beneficial owner, if any, on whose behalf the\nproposal is made; and (iii) as to the stockholder giving the notice and each\nbeneficial owner, if any, on whose behalf the nomination or proposal is made,\n(x) the name and address of such stockholder, as they appear on the\nCorporation's stock ledger and current name and address, if different, and of\nsuch beneficial owner, and (y) the class and number of shares of stock of the\nCorporation which are owned beneficially and of record by such stockholder and\nsuch beneficial owner.\n\n               (3) Notwithstanding anything in the second sentence of paragraph\n(a)(2) of this Section 12 to the contrary, in the event that the number of\ndirectors to be elected to the Board of Directors is increased and there is no\npublic announcement by the Corporation of such action or specifying the size of\nthe increased Board of Directors at least 100 days prior to the first\nanniversary of the date of mailing of the preceding year's annual meeting, a\nstockholder's notice required by this Section 12(a) shall also be considered\ntimely, but only with respect to nominees\n\n                                       7\n   8\nfor any new positions created by such increase, if the notice is delivered to\nthe Secretary at the principal executive offices of the Corporation not later\nthan the close of business on the tenth day immediately following the day on\nwhich such public announcement is first made by the Corporation.\n\n               (b) Special Meetings of Stockholders. Only such business shall be\nconducted at a special meeting of stockholders as shall have been brought before\nthe meeting pursuant to the Corporation's notice of meeting. Nominations of\npersons for election to the Board of Directors may be made at a special meeting\nof stockholders at which directors are to be elected (i) pursuant to the\nCorporation's notice of meeting, (ii) by or at the direction of the Board of\nDirectors, or (iii) provided that the Board of Directors has determined that\ndirectors shall be elected at such special meeting, by any stockholder of the\nCorporation who is a stockholder of record both at the time of giving of notice\nprovided for in this Section 12(b) and at the time of the special meeting, who\nis entitled to vote at the meeting and who complied with the notice procedures\nset forth in this Section 12(b). In the event the Corporation calls a special\nmeeting of stockholders for the purpose of electing one or more directors to the\nBoard of Directors, any such stockholder may nominate a person or persons (as\nthe case may be) for election to such position as specified in the Corporation's\nnotice of meeting, if the stockholder's notice containing the information\nrequired by paragraph (a)(2) of this Section 12 shall have been delivered to the\nSecretary at the principal executive offices of the Corporation not earlier than\nthe close of business on the 120th day prior to such special meeting and not\nlater than the close of business on the later of the 90th day prior to such\nspecial meeting or the tenth day following the day on which public announcement\nis first made of the date of the special meeting and the nominees proposed by\nthe Board of Directors to be elected at such meeting. In no event shall the\npublic announcement of a postponement or adjournment of a special meeting to a\nlater date or time commence a new time period for the giving of a stockholder's\nnotice as described above.\n\n               (c) General. (1) Only such persons who are nominated in\naccordance with the procedures set forth in this Section 12 shall be eligible to\nserve as directors, and only such business shall be conducted at a meeting of\nstockholders as shall have been brought before the meeting in accordance with\nthe procedures set forth in this Section 12. The chairman of the meeting shall\nhave the power and duty to determine whether a nomination or any other business\nproposed to be brought before the meeting was made or proposed, as the case may\nbe, in accordance with the procedures set forth in this Section 12 and, if any\nproposed nomination or other business is not in compliance with this Section 12,\nto declare that such nomination or proposal shall be disregarded.\n\n               (2) For purposes of this Section 12, (a) the \"date of mailing of\nthe notice\" shall mean the date of the proxy statement for the solicitation of\nproxies for election of directors and (b) \"public announcement\" shall mean\ndisclosure (i) in a press release either transmitted to the principal securities\nexchange on which shares of the Corporation's common stock are traded or\nreported by a recognized news service or (ii) in a document publicly filed by\nthe Corporation with the United States Securities and Exchange Commission.\n\n               (3) Notwithstanding the foregoing provisions of this Section 12,\na stockholder shall also comply with all applicable requirements of state law\nand of the Exchange Act and the\n\n                                       8\n   9\nrules and regulations thereunder with respect to the matters set forth in this\nSection 12. Nothing in this Section 12 shall be deemed to affect any right of a\nstockholder to request inclusion of a proposal in, nor the right of the\nCorporation to omit a proposal from, the Corporation's proxy statement pursuant\nto Rule 14a-8 (or any successor provision) under the Exchange Act.\n\n               Section 13. VOTING BY BALLOT. Voting on any question or in any\nelection may be viva voce unless the presiding officer shall order or any\nstockholder shall demand that voting be by ballot.\n\n               Section 14. CONTROL SHARE ACQUISITION ACT. Notwithstanding any\nother provision of the charter of the Corporation or these Bylaws, Title 3,\nSubtitle 7 of the Maryland General Corporation Law (or any successor statute)\nshall not apply to any acquisition by any person of shares of stock of the\nCorporation. This section may be repealed, in whole or in part, at any time,\nwhether before or after an acquisition of control shares and, upon such repeal,\nmay, to the extent provided by any successor bylaw, apply to any prior or\nsubsequent control share acquisition.\n\n                                   ARTICLE III\n\n                                    DIRECTORS\n\n               Section 1. GENERAL POWERS. The business and affairs of the\nCorporation shall be managed under the direction of its Board of Directors.\n\n               Section 2. NUMBER, TENURE AND QUALIFICATIONS. At any regular\nmeeting or at any special meeting called for that purpose, a majority of the\nentire Board of Directors may establish, increase or decrease the number of\ndirectors, provided that the number thereof shall never be less than the minimum\nnumber required by the Maryland General Corporation Law and further provided\nthat the tenure of office of a director shall not be affected by any decrease in\nthe number of directors.\n\n               Section 3. ANNUAL AND REGULAR MEETINGS. An annual meeting of the\nBoard of Directors shall be held immediately after and at the same place as the\nannual meeting of stockholders, no notice other than this Bylaw being necessary.\nIn the event such meeting is not so held, the meeting may be held at such time\nand place as shall be specified in a notice given as hereinafter provided for\nspecial meetings of the Board of Directors.\n\n               Section 4. SPECIAL MEETINGS. Special meetings of the Board of\nDirectors may be called by or at the request of the chairman of the board, the\nchief executive officer, the president or by a majority of the directors then in\noffice. The person or persons authorized to call special meetings of the Board\nof Directors may fix any place as the place for holding any special meeting of\nthe Board of Directors called by them. The Board of Directors may provide, by\nresolution, the time and place for the holding of special meetings of the Board\nof Directors without other notice than such resolution.\n\n                                       9\n   10\n               Section 5. NOTICE. Notice of any special meeting of the Board of\nDirectors shall be delivered personally or by telephone, electronic mail,\nfacsimile transmission, United States mail or courier to each director at his or\nher business or residence address. Notice by personal delivery, telephone,\nelectronic mail or facsimile transmission shall be given at least 24 hours prior\nto the meeting. Notice by United States mail shall be given at least three days\nprior to the meeting. Notice by courier shall be given at least two days prior\nto the meeting. Telephone notice shall be deemed to be given when the director\nor his or her agent is personally given such notice in a telephone call to which\nthe director or his or her agent is a party. Electronic mail notice shall be\ndeemed to be given upon transmission of the message to the electronic mail\naddress given to the Corporation by the director. Facsimile transmission notice\nshall be deemed to be given upon completion of the transmission of the message\nto the number given to the Corporation by the director and receipt of a\ncompleted answer-back indicating receipt. Notice by United States mail shall be\ndeemed to be given when deposited in the United States mail properly addressed,\nwith postage thereon prepaid. Notice by courier shall be deemed to be given when\ndeposited with or delivered to a courier properly addressed. Neither the\nbusiness to be transacted at, nor the purpose of, any annual, regular or special\nmeeting of the Board of Directors need be stated in the notice, unless\nspecifically required by statute or these Bylaws.\n\n               Section 6. QUORUM. The presence of a majority of the directors\nshall constitute a quorum for transaction of business at any meeting of the\nBoard of Directors, provided that, if less than a majority of such directors are\npresent at said meeting, a majority of the directors present may adjourn the\nmeeting from time to time without further notice, and provided further that if,\npursuant to the charter of the Corporation or these Bylaws, the vote of a\nmajority of a particular group of directors is required for action, a quorum\nmust also include a majority of such group.\n\n               The directors present at a meeting which has been duly called and\nconvened may continue to transact business until adjournment, notwithstanding\nthe withdrawal of enough directors to leave less than a quorum.\n\n               Section 7. VOTING. The action of the majority of the directors\npresent at a meeting at which a quorum is present shall be the action of the\nBoard of Directors, unless the concurrence of a greater proportion is required\nfor such action by applicable statute. If enough directors have withdrawn from a\nmeeting to leave less than a quorum but the meeting is not adjourned, the action\nof the majority of the directors still present at such meeting shall be the\naction of the Board of Directors, unless the concurrence of a greater proportion\nis required for such action by applicable law or the charter.\n\n               Section 8. ORGANIZATION. At each meeting of the Board of\nDirectors, the chairman of the board or, in the absence of the chairman, the\nvice chairman of the board, if any, shall act as chairman. In the absence of\nboth the chairman and vice chairman of the board, the chief executive officer or\nin the absence of the chief executive officer, the president or in the absence\nof the president, a director chosen by a majority of the directors present,\nshall act as chairman. The secretary or, in his or her absence, an assistant\nsecretary of the Corporation, or in\n\n                                       10\n   11\n\nthe absence of the secretary and all assistant secretaries, a person appointed\nby the chairman, shall act as secretary of the meeting.\n\n               Section 9. TELEPHONE MEETINGS. Directors may participate in a\nmeeting by means of a conference telephone or similar communications equipment\nif all persons participating in the meeting can hear each other at the same\ntime. Participation in a meeting by these means shall constitute presence in\nperson at the meeting.\n\n               Section 10. WRITTEN CONSENT BY DIRECTORS. Any action required or\npermitted to be taken at any meeting of the Board of Directors may be taken\nwithout a meeting, if a consent in writing to such action is signed by each\ndirector and such written consent is filed with the minutes of proceedings of\nthe Board of Directors.\n\n               Section 11. VACANCIES. If for any reason any or all the directors\ncease to be directors, such event shall not terminate the Corporation or affect\nthese Bylaws or the powers of the remaining directors hereunder (even if fewer\nthan three directors remain). Except as may be provided by the Board of\nDirectors in setting the terms of any class or series of preferred stock, any\nand all vacancies on the Board of Directors may be filled only by the\naffirmative vote of a majority of the remaining directors in office, even if the\nremaining directors do not constitute a quorum and any director elected to fill\na vacancy shall serve for the remainder of the full term of the directorship in\nwhich such vacancy occurred.\n\n               Section 12. COMPENSATION. Directors shall not receive any stated\nsalary for their services as directors but, by resolution of the Board of\nDirectors, may receive compensation per year and\/or per meeting and\/or per visit\nto real property or other facilities owned or leased by the Corporation and for\nany service or activity they performed or engaged in as directors. Directors may\nbe reimbursed for expenses of attendance, if any, at each annual, regular or\nspecial meeting of the Board of Directors or of any committee thereof and for\ntheir expenses, if any, in connection with each property visit and any other\nservice or activity they performed or engaged in as directors; but nothing\nherein contained shall be construed to preclude any directors from serving the\nCorporation in any other capacity and receiving compensation therefor.\n\n               Section 13. LOSS OF DEPOSITS. No director shall be liable for any\nloss which may occur by reason of the failure of the bank, trust company,\nsavings and loan association, or other institution with whom moneys or stock\nhave been deposited.\n\n               Section 14. SURETY BONDS. Unless required by law, no director\nshall be obligated to give any bond or surety or other security for the\nperformance of any of his or her duties.\n\n               Section 15. RELIANCE. Each director, officer, employee and agent\nof the Corporation shall, in the performance of his or her duties with respect\nto the Corporation, be fully justified and protected with regard to any act or\nfailure to act in reliance in good faith upon the books of account or other\nrecords of the Corporation, upon an opinion of counsel or upon reports made to\nthe Corporation by any of its officers or employees or by the adviser,\n\n                                       11\n   12\naccountants, appraisers or other experts or consultants selected by the Board of\nDirectors or officers of the Corporation, regardless of whether such counsel or\nexpert may also be a director.\n\n               Section 16. RATIFICATION. Any transaction questioned in any\nstockholders' derivative proceeding on the ground of lack of authority,\ndefective or irregular execution, adverse interest of director, officer or\nstockholder, non-disclosure, miscomputation, or the application of improper\nprinciples or practices of accounting may be ratified before or after judgment,\nby the Board of Directors (excluding any director who is a party to such\nproceeding) or by the stockholders if less than a quorum of directors is\nqualified; and, if so ratified, shall have the same force and effect as if the\nquestioned transaction had been originally duly authorized, and said\nratification shall be binding upon the Corporation and its stockholders and\nshall constitute a bar to any claim or execution of any judgment in respect of\nsuch questioned transaction.\n\n                                   ARTICLE IV\n\n                                   COMMITTEES\n\n               Section 1. NUMBER, TENURE AND QUALIFICATIONS. The Board of\nDirectors may appoint from among its members an Executive Committee, an Audit\nCommittee, a Compensation and Employee Benefits Committee and other committees,\ncomposed of one or more directors, to serve at the pleasure of the Board of\nDirectors.\n\n               Section 2. POWERS. The Board of Directors may delegate to\ncommittees appointed under Section 1 of this Article any of the powers of the\nBoard of Directors, except as prohibited by law.\n\n               Section 3. MEETINGS. Notice of committee meetings shall be given\nin the same manner as notice for special meetings of the Board of Directors. A\nmajority of the members of the committee shall constitute a quorum for the\ntransaction of business at any meeting of the committee. The act of a majority\nof the committee members present at a meeting shall be the act of such\ncommittee. The Board of Directors may designate a chairman of any committee, and\nsuch chairman or, in the absence of a chairman, any two members of any committee\n(if there are at least two members of the Committee) may fix the time and place\nof its meeting unless the Board shall otherwise provide. Each committee shall\nkeep minutes of its proceedings.\n\n               Section 4. TELEPHONE MEETINGS. Members of a committee of the\nBoard of Directors may participate in a meeting by means of a conference\ntelephone or similar communications equipment if all persons participating in\nthe meeting can hear each other at the same time. Participation in a meeting by\nthese means shall constitute presence in person at the meeting.\n\n               Section 5. WRITTEN CONSENT BY COMMITTEES. Any action required or\npermitted to be taken at any meeting of a committee of the Board of Directors\nmay be taken without a meeting, if a consent in writing to such action is signed\nby each member of the committee and such written consent is filed with the\nminutes of proceedings of such committee.\n\n                                       12\n   13\n               Section 6. VACANCIES. Subject to the provisions hereof, the Board\nof Directors shall have the power at any time to change the membership of any\ncommittee, to fill all vacancies, to designate alternate members to replace any\nabsent or disqualified member or to dissolve any such committee.\n\n                                    ARTICLE V\n\n                                    OFFICERS\n\n               Section 1. GENERAL PROVISIONS. The officers of the Corporation\nshall include a president, a secretary and a treasurer and may include a\nchairman of the board, a vice chairman of the board, a chief executive officer,\none or more vice presidents, a chief operating officer, a chief financial\nofficer, one or more assistant secretaries and one or more assistant treasurers.\nIn addition, the Board of Directors may from time to time elect such other\nofficers with such powers and duties as they shall deem necessary or desirable.\nThe officers of the Corporation shall be elected annually by the Board of\nDirectors, except that the chief executive officer or president may from time to\ntime appoint one or more vice presidents, assistant secretaries and assistant\ntreasurers or other officers. Each officer shall hold office until his or her\nsuccessor is elected and qualifies or until his or her death, or his or her\nresignation or removal in the manner hereinafter provided. Any two or more\noffices except president and vice president may be held by the same person. In\nits discretion, the Board of Directors may leave unfilled any office except that\nof president, treasurer and secretary. Election of an officer or agent shall not\nof itself create contract rights between the Corporation and such officer or\nagent.\n\n               Section 2. REMOVAL AND RESIGNATION. Any officer or agent of the\nCorporation may be removed, with or without cause, by the Board of Directors if\nin its judgment the best interests of the Corporation would be served thereby,\nbut such removal shall be without prejudice to the contract rights, if any, of\nthe person so removed. Any officer of the Corporation may resign at any time by\ngiving written notice of his or her resignation to the Board of Directors, the\nchairman of the board, the president or the secretary. Any resignation shall\ntake effect immediately upon its receipt or at such later time specified in the\nnotice of resignation. The acceptance of a resignation shall not be necessary to\nmake it effective unless otherwise stated in the resignation. Such resignation\nshall be without prejudice to the contract rights, if any, of the Corporation.\n\n               Section 3. VACANCIES. A vacancy in any office may be filled by\nthe Board of Directors for the balance of the term.\n\n               Section 4. CHIEF EXECUTIVE OFFICER. The Board of Directors may\ndesignate a chief executive officer. In the absence of such designation, the\nchairman of the board, or if there is none, the president, shall be the chief\nexecutive officer of the Corporation. The chief executive officer shall have\ngeneral responsibility for implementation of the policies of the Corporation, as\ndetermined by the Board of Directors, and for the management of the business and\naffairs of the Corporation.\n\n                                       13\n   14\n               Section 5. CHIEF OPERATING OFFICER. The Board of Directors may\ndesignate a chief operating officer. The chief operating officer shall have the\nresponsibilities and duties as set forth by the Board of Directors or the chief\nexecutive officer.\n\n               Section 6. CHIEF FINANCIAL OFFICER. The Board of Directors may\ndesignate a chief financial officer. The chief financial officer shall have the\nresponsibilities and duties as set forth by the Board of Directors or the chief\nexecutive officer.\n\n               Section 7. CHAIRMAN OF THE BOARD. The Board of Directors shall\ndesignate a chairman of the board. The chairman of the board shall preside over\nthe meetings of the Board of Directors and of the stockholders at which he shall\nbe present. The chairman of the board shall perform such other duties as may be\nassigned to him or her by the Board of Directors.\n\n               Section 8. PRESIDENT. In the absence of a chief executive\nofficer, the president shall in general supervise and control all of the\nbusiness and affairs of the Corporation. In the absence of a designation of a\nchief operating officer by the Board of Directors, the president shall be the\nchief operating officer. He may execute any deed, mortgage, bond, contract or\nother instrument, except in cases where the execution thereof shall be expressly\ndelegated by the Board of Directors or by these Bylaws to some other officer or\nagent of the Corporation or shall be required by law to be otherwise executed;\nand in general shall perform all duties incident to the office of president and\nsuch other duties as may be prescribed by the Board of Directors from time to\ntime.\n\n               Section 9. VICE PRESIDENTS. In the absence of the president or in\nthe event of a vacancy in such office, the vice president (or in the event there\nbe more than one vice president, the vice presidents in the order designated at\nthe time of their election or, in the absence of any designation, then in the\norder of their election) shall perform the duties of the president and when so\nacting shall have all the powers of and be subject to all the restrictions upon\nthe president; and shall perform such other duties as from time to time may be\nassigned to such vice president by the president or by the Board of Directors.\nThe Board of Directors may designate one or more vice presidents as executive\nvice president or as vice president for particular areas of responsibility.\n\n               Section 10. SECRETARY. The secretary shall (a) keep the minutes\nof the proceedings of the stockholders, the Board of Directors and committees of\nthe Board of Directors in one or more books provided for that purpose; (b) see\nthat all notices are duly given in accordance with the provisions of these\nBylaws or as required by law; (c) be custodian of the corporate records and of\nthe seal of the Corporation; (d) keep a register of the post office address of\neach stockholder which shall be furnished to the secretary by such stockholder;\n(e) have general charge of the stock transfer books of the Corporation; and (f)\nin general perform such other duties as from time to time may be assigned to the\nsecretary by the chief executive officer, the president or by the Board of\nDirectors.\n\n               Section 11. TREASURER. The treasurer shall have the custody of\nthe funds and securities of the Corporation and shall keep full and accurate\naccounts of receipts and\n\n                                       14\n   15\ndisbursements in books belonging to the Corporation and shall deposit all moneys\nand other valuable effects in the name and to the credit of the Corporation in\nsuch depositories as may be designated by the Board of Directors. In the absence\nof a designation of a chief financial officer by the Board of Directors, the\ntreasurer shall be the chief financial officer of the Corporation. The treasurer\nshall disburse the funds of the Corporation and shall render to the president\nand Board of Directors, at the regular meetings of the Board of Directors or\nwhenever it may so require, an account of all his or her actions as treasurer\nand of the financial condition of the Corporation.\n\n               If required by the Board of Directors, the treasurer shall give\nthe Corporation a bond in such sum and with such surety or sureties as shall be\nsatisfactory to the Board of Directors for the faithful performance of the\nduties of his or her office and for the restoration to the Corporation, in case\nof his or her death, resignation, retirement or removal from office, of all\nbooks, papers, vouchers, moneys and other property of whatever kind in his or\nher possession or under his or her control belonging to the Corporation.\n\n               Section 12. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The\nassistant secretaries and assistant treasurers, in general, shall perform such\nduties as shall be assigned to them by the secretary or treasurer, respectively,\nor by the president or the Board of Directors. The assistant treasurers shall,\nif required by the Board of Directors, give bonds for the faithful performance\nof their duties in such sums and with such surety or sureties as shall be\nsatisfactory to the Board of Directors.\n\n               Section 13. SALARIES. The salaries and other compensation of the\nofficers shall be fixed from time to time by the Board of Directors and no\nofficer shall be prevented from receiving such salary or other compensation by\nreason of the fact that he is also a director.\n\n                                   ARTICLE VI\n\n                      CONTRACTS, LOANS, CHECKS AND DEPOSITS\n\n               Section 1. CONTRACTS. The Board of Directors may authorize any\nofficer or agent to execute and deliver any contract or other instrument in the\nname of and on behalf of the Corporation and such authority may be general or\nconfined to specific instances. Any agreement, deed, mortgage, lease or other\ndocument shall be valid and binding upon the Board of Directors and upon the\nCorporation when authorized or ratified by action of the Board of Directors and\nexecuted by an authorized person.\n\n               Section 2. CHECKS AND DRAFTS. All checks, drafts or other orders\nfor the payment of money, notes or other evidences of indebtedness issued in the\nname of the Corporation shall be signed by such officer or agent of the\nCorporation in such manner as shall from time to time be determined by the Board\nof Directors.\n\n               Section 3. DEPOSITS. All funds of the Corporation not otherwise\nemployed shall be deposited from time to time to the credit of the Corporation\nin such banks, trust companies or other depositories as the Board of Directors\nmay designate.\n\n                                       15\n   16\n\n\n\n                                   ARTICLE VII\n\n                                      STOCK\n\n               Section 1. CERTIFICATES. In the event that the Corporation issues\nshares of stock represented by certificates, such certificates shall be signed\nby the officers of the Corporation in the manner permitted by the MGCL and\ncontain the statements and information required by the MGCL. In the event that\nthe Corporation issues shares of stock without certificates, the Corporation\nshall provide to holders of such shares a written statement of the information\nrequired by the MGCL to be included on stock certificates.\n\n               Section 2. TRANSFERS. Upon surrender to the Corporation or the\ntransfer agent of the Corporation of a stock certificate duly endorsed or\naccompanied by proper evidence of succession, assignment or authority to\ntransfer, the Corporation shall issue a new certificate to the person entitled\nthereto, cancel the old certificate and record the transaction upon its books.\n\n               The Corporation shall be entitled to treat the holder of record\nof any share of stock as the holder in fact thereof and, accordingly, shall not\nbe bound to recognize any equitable or other claim to or interest in such share\nor on the part of any other person, whether or not it shall have express or\nother notice thereof, except as otherwise provided by the laws of the State of\nMaryland.\n\n               Notwithstanding the foregoing, transfers of shares of any class\nof stock will be subject in all respects to the charter of the Corporation and\nall of the terms and conditions contained therein.\n\n               Section 3. REPLACEMENT CERTIFICATE. Any officer designated by the\nBoard of Directors may direct a new certificate to be issued in place of any\ncertificate previously issued by the Corporation alleged to have been lost,\nstolen or destroyed upon the making of an affidavit of that fact by the person\nclaiming the certificate to be lost, stolen or destroyed. When authorizing the\nissuance of a new certificate, an officer designated by the Board of Directors\nmay, in his or her discretion and as a condition precedent to the issuance\nthereof, require the owner of such lost, stolen or destroyed certificate or the\nowner's legal representative to advertise the same in such manner as he shall\nrequire and\/or to give bond, with sufficient surety, to the Corporation to\nindemnify it against any loss or claim which may arise as a result of the\nissuance of a new certificate.\n\n               Section 4. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.\nThe Board of Directors may set, in advance, a record date for the purpose of\ndetermining stockholders entitled to notice of or to vote at any meeting of\nstockholders or determining stockholders entitled to receive payment of any\ndividend or the allotment of any other rights, or in order to make a\ndetermination of stockholders for any other proper purpose. Such date, in any\n\n                                       16\n   17\ncase, shall not be prior to the close of business on the day the record date is\nfixed and shall be not more than 90 days and, in the case of a meeting of\nstockholders, not less than ten days, before the date on which the meeting or\nparticular action requiring such determination of stockholders of record is to\nbe held or taken.\n\n               In lieu of fixing a record date, the Board of Directors may\nprovide that the stock transfer books shall be closed for a stated period but\nnot longer than 20 days. If the stock transfer books are closed for the purpose\nof determining stockholders entitled to notice of or to vote at a meeting of\nstockholders, such books shall be closed for at least ten days before the date\nof such meeting.\n\n               If no record date is fixed and the stock transfer books are not\nclosed for the determination of stockholders, (a) the record date for the\ndetermination of stockholders entitled to notice of or to vote at a meeting of\nstockholders shall be at the close of business on the day on which the notice of\nmeeting is mailed or the 30th day before the meeting, whichever is the closer\ndate to the meeting, and (b) the record date for the determination of\nstockholders entitled to receive payment of a dividend or an allotment of any\nother rights shall be the close of business on the day on which the resolution\nof the directors, declaring the dividend or allotment of rights, is adopted.\n\n               When a determination of stockholders entitled to vote at any\nmeeting of stockholders has been made as provided in this section, such\ndetermination shall apply to any adjournment thereof, except when the\ndetermination has been made through the closing of the transfer books and the\nstated period of closing has expired, in which case a new record date shall be\ndetermined as set forth herein.\n\n               Section 5. STOCK LEDGER. The Corporation shall maintain at its\nprincipal office or at the office of its counsel, accountants or transfer agent,\nan original or duplicate share ledger containing the name and address of each\nstockholder and the number of shares of each class held by such stockholder.\n\n               Section 6. FRACTIONAL STOCK; ISSUANCE OF UNITS. The Board of\nDirectors may authorize the Corporation to issue fractional stock or provide for\nthe issuance of scrip, all on such terms and under such conditions as the Board\nmay determine. Notwithstanding any other provision of the charter or these\nBylaws, the Board of Directors may authorize the Corporation to issue units\nconsisting of different securities of the Corporation. Any security issued in a\nunit shall have the same characteristics as any identical securities issued by\nthe Corporation, except that the Board of Directors may provide that for a\nspecified period securities of the Corporation issued in such unit may be\ntransferred on the books of the Corporation only in such unit.\n\n\n                                       17\n   18\n                                  ARTICLE VIII\n\n                                 ACCOUNTING YEAR\n\n               The Board of Directors shall have the power, from time to time,\nto fix the fiscal year of the Corporation by a duly adopted resolution.\n\n                                   ARTICLE IX\n\n                                  DISTRIBUTIONS\n\n               Section 1. AUTHORIZATION. Dividends and other distributions upon\nthe stock of the Corporation may be authorized by the Board of Directors,\nsubject to the provisions of law and the charter of the Corporation. Dividends\nand other distributions may be paid in cash, property or stock of the\nCorporation, subject to the provisions of law and the charter.\n\n               Section 2. CONTINGENCIES. Before payment of any dividends or\nother distributions, there may be set aside out of any assets of the Corporation\navailable for dividends or other distributions such sum or sums as the Board of\nDirectors may from time to time, in its absolute discretion, think proper as a\nreserve fund for contingencies, for equalizing dividends or other distributions,\nfor repairing or maintaining any property of the Corporation or for such other\npurpose as the Board of Directors shall determine to be in the best interest of\nthe Corporation, and the Board of Directors may modify or abolish any such\nreserve.\n\n                                    ARTICLE X\n\n                                      SEAL\n\n               Section 1. SEAL. The Board of Directors may authorize the\nadoption of a seal by the Corporation. The seal shall contain the name of the\nCorporation and the year of its incorporation and the words \"Incorporated\nMaryland.\" The Board of Directors may authorize one or more duplicate seals and\nprovide for the custody thereof.\n\n               Section 2. AFFIXING SEAL. Whenever the Corporation is permitted\nor required to affix its seal to a document, it shall be sufficient to meet the\nrequirements of any law, rule or regulation relating to a seal to place the word\n\"(SEAL)\" adjacent to the signature of the person authorized to execute the\ndocument on behalf of the Corporation.\n\n                                   ARTICLE XI\n\n                     INDEMNIFICATION AND ADVANCE OF EXPENSES\n\n               Section 1. Each person who was or is made a party or is\nthreatened to be made a party to or is involved in or called as a witness in any\naction, suit or proceeding, whether civil, criminal, administrative or\ninvestigative, and any appeal therefrom (hereinafter, collectively a\n\"proceeding\"), by reason of the fact that he or she, or a person of whom he or\nshe is the legal representative, is, was or had agreed to become a director of\nthe Corporation or is, was or had agreed to become an officer of the Corporation\nor is or was serving at the request of the Corporation as a director, officer,\nemployee or agent of another corporation or of a partnership,\n\n                                       18\n   19\njoint venture, trust or other enterprise, including service with respect to\nemployee benefit plans, shall be indemnified and held harmless by the\nCorporation to the fullest extent permitted under the Maryland General\nCorporation Law (the \"MGCL\"), as the same now exists or may hereafter be amended\n(but, in the case of any such amendment, only to the extent that such amendment\npermits the Corporation to provide broader indemnification rights than the MGCL\npermitted the Corporation to provide prior to such amendment), against all\nexpenses, liabilities and losses (including attorneys' fees, judgments, fines,\nexcise taxes or penalties pursuant to the Employee Retirement Income Security\nAct of 1974, as amended, and amounts paid or to be paid in settlement)\nreasonably incurred or suffered by such person in connection therewith;\nprovided, that except as explicitly provided herein, prior to a Change in\nControl, as defined herein, a person seeking indemnity in connection with a\nproceeding (or part thereof) initiated by such person against the Corporation or\nany director, officer, employee or agent of the Corporation shall not be\nentitled thereto unless the Corporation has joined in or consented to such\nproceeding (or part thereof). For purposes of this Article, a \"Change in Control\nof the Corporation\" shall be deemed to have occurred if (a) any Person is or\nbecomes (except in a transaction approved in advance by the Board of Directors\nof the Corporation) the beneficial owner (as defined in Rule 13d-3 under such\nAct), directly or indirectly, of securities of the Corporation representing 25%\nor more of the combined voting power of the Corporation's then outstanding\nsecurities or (b) during any period of two consecutive years, individuals who at\nthe beginning of such period constitute the Board of Directors of the\nCorporation cease for any reason to constitute at least a majority thereof\nunless the election of each director who was not a director at the beginning of\nthe period was approved by a vote of at least two-thirds of the directors then\nstill in office who were directors at the beginning of the period.\n\n               Section 2. Any indemnification under this Article XI (unless\nordered by a court) shall be paid by the Corporation within 60 days of such\nrequest for indemnification unless prior to such time a determination is made\n(a) by the Board of Directors by a majority vote of a quorum consisting of\ndirectors who were not parties to such proceeding, (b) if such quorum is not\nobtainable, or even if obtainable a quorum of disinterested directors so\ndirects, by independent legal counsel (who may be the regular counsel to the\nCorporation) in a written opinion or (c) by the stockholders, by the affirmative\nvote of a majority of the votes cast on such matter (not including shares held\nby persons who are parties to the proceeding), that indemnification of such\nperson is not proper under the circumstances because such person has not met the\nnecessary standard of conduct under Maryland law; provided, however, that\nfollowing a Change in Control of the Corporation, with respect to all matters\nthereafter arising out of acts, omissions or events prior to the Change in\nControl concerning the rights of any person seeking indemnification under this\nSection 2, such determination shall be made by special independent counsel\nselected by such person and approved by the Corporation (which approval shall\nnot be unreasonably withheld), which counsel has not otherwise performed\nservices (other than in connection with similar matters) within the five years\npreceding its engagement to render such opinion for such person or for the\nCorporation or any affiliates (as such term is defined in Rule 405 under the\nSecurities Act of 1933, as amended) of the Corporation (whether or not they were\naffiliates when services were so performed) (\"Independent Counsel\"). Unless such\nperson has theretofore selected Independent Counsel pursuant to this Section 2\nand such Independent Counsel has been approved by the Corporation, legal counsel\napproved by a resolution or resolutions of the Board of Directors prior to a\nChange in Control shall be deemed to have been\n\n                                       19\n   20\n\napproved by the Corporation as required. Such Independent Counsel shall\ndetermine as promptly as practicable whether and to what extent such person\nwould be permitted to be indemnified under applicable law and shall render its\nwritten opinion to the Corporation and such person to such effect. The\nCorporation shall pay the reasonable fees of the Independent Counsel referred to\nabove and shall fully indemnify such Independent Counsel against any and all\nexpenses, claims, liabilities and damages arising out of or relating to this\nArticle or its engagement pursuant hereto.\n\n               Section 3. Expenses. Expenses, including attorneys' fees,\nincurred by a person referred to in this Article XI in defending or otherwise\nbeing involved in a proceeding shall be paid by the Corporation in advance of\nthe final disposition of such proceeding, including any appeal therefrom, and\nwithout requiring a preliminary determination of the ultimate entitlement to\nindemnification, upon receipt of a written affirmation by such person of his or\nher good faith belief that such person has met the standard of conduct necessary\nfor indemnification and an undertaking (the \"Undertaking\") by or on behalf of\nsuch person to repay such amount if it shall ultimately be determined that he or\nshe is not entitled to be indemnified by the Corporation.\n\n               Section 4. Right of Claimant to Bring Suit. If a claim under\nSection 1 hereof is not paid in full by the Corporation within 60 days after a\nwritten claim has been received by the Corporation or if expenses pursuant to\nSection 3 of this Article XI have not been advanced within 10 days after a\nwritten request for such advancement accompanied by the Undertaking has been\nreceived by the Corporation, the claimant may at any time thereafter bring suit\nagainst the Corporation to recover the unpaid amount of the claim or the\nadvancement of expenses. If the claimant is successful, in whole or in part, in\nsuch suit or any other suit to enforce a right for expenses or indemnification\nagainst the Corporation or any other party under any other agreement, such\nclaimant shall also be entitled to be paid the reasonable expense of prosecuting\nsuch claim. It shall be a defense to any such action (other than an action\nbrought to enforce a claim for expenses incurred in defending any proceeding in\nadvance of its final disposition where the required Undertaking has been\ntendered to the Corporation) that the claimant has not met the standards of\nconduct which make it permissible under the MGCL for the Corporation to\nindemnify the claimant for the amount claimed. After a Change in Control, the\nburden of proving such defense shall be on the Corporation, and any\ndetermination by the Corporation (including its Board of Directors, independent\nlegal counsel or its stockholders) that the claimant had not met the applicable\nstandard of conduct required under the MGCL shall not be a defense to the action\nnor create a presumption that claimant had not met such applicable standard of\nconduct.\n\n               Section 5. Non-Exclusivity of Rights. The rights conferred on any\nperson by this Article shall not be exclusive of any other right which such\nperson may have or hereafter acquire under any statute, provision of the\ncharter, Bylaws, agreement, vote of stockholders or disinterested directors or\notherwise. The Board of Directors shall have the authority, by resolution, to\nprovide for such other indemnification of directors, officers, employees or\nagents of the Corporation, or any predecessor of the Corporation, as it shall\ndeem appropriate.\n\n               Section 6. Insurance. The Corporation may purchase and maintain\ninsurance to protect itself and any director, officer, employee or agent of the\nCorporation or another corporation, partnership, joint venture, trust or other\nenterprise against any expenses, liabilities or\n\n                                       20\n   21\nlosses, whether or not the Corporation would have the power to indemnify such\nperson against such expenses, liabilities or losses under the MGCL.\n\n               Section 7. Enforceability. The provisions of this Article shall\nbe applicable to all proceedings commenced after its adoption, whether such\narise out of events, acts, omissions or circumstances which occurred or existed\nprior or subsequent to such adoption, and shall continue as to a person who has\nceased to be a director or officer and shall inure to the benefit of the heirs,\nexecutors and administrators of such person. This Article shall be deemed to\ngrant each person who, at any time that this Article is in effect, serves or\nagrees to serve in any capacity which entitles him to indemnification hereunder\nrights against the Corporation to enforce the provisions of this Article, and\nany repeal or other modification of this Article or any repeal or modification\nof the MGCL or any other applicable law shall not limit any rights of\nindemnification then existing or arising out of events, acts, omissions,\ncircumstances occurring or existing prior to such repeal or modification,\nincluding, without limitation, the right to indemnification for proceedings\ncommenced after such repeal or modification to enforce this Article with regard\nto acts, omissions, events or circumstances occurring or existing prior to such\nrepeal or modification.\n\n               Section 8. Severability. If this Article or any portion hereof\nshall be invalidated on any ground by any court of competent jurisdiction, then\nthe Corporation shall nevertheless indemnify each director and officer of the\nCorporation as to costs, charges and expenses (including attorneys' fees),\njudgments, fines and amounts paid in settlement with respect to any proceeding,\nwhether civil, criminal, administrative or investigative, including an action by\nor in the right of the Corporation, to the full extent permitted by any\napplicable portion of this Article that shall not have been invalidated and to\nthe full extent permitted by applicable law.\n\n                                   ARTICLE XII\n\n                                WAIVER OF NOTICE\n\n               Whenever any notice is required to be given pursuant to the\ncharter of the Corporation or these Bylaws or pursuant to applicable law, a\nwaiver thereof in writing, signed by the person or persons entitled to such\nnotice, whether before or after the time stated therein, shall be deemed\nequivalent to the giving of such notice. Neither the business to be transacted\nat nor the purpose of any meeting need be set forth in the waiver of notice,\nunless specifically required by statute. The attendance of any person at any\nmeeting shall constitute a waiver of notice of such meeting, except where such\nperson attends a meeting for the express purpose of objecting to the transaction\nof any business on the ground that the meeting is not lawfully called or\nconvened.\n\n                                  ARTICLE XIII\n\n                               AMENDMENT OF BYLAWS\n\n               The Board of Directors shall have the exclusive power to adopt,\nalter or repeal any provision of these Bylaws and to make new Bylaws.\n\n\n                                       21\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7133],"corporate_contracts_industries":[9401],"corporate_contracts_types":[9573,9574],"class_list":["post-41502","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-coach-inc","corporate_contracts_industries-consumer__leather","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41502","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41502"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41502"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41502"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41502"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}