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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
Shareholders and Board of Directors
Foxby Corp.
2255 Buffalo Road
Rochester, NY 14624
In planning and performing our audits of the financial
statements of Foxby Corp. (the ”Company”), as of and for the year ended December 31, 2023, in accordance with the standards
of the Public Company Accounting Oversight Board (United States), we considered their internal control over financial reporting, including
control activities for safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion
on the financial statements and to comply with the requirements of Form N-CEN, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
The management of the Company is responsible for establishing
and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management
are required to assess the expected benefits and related costs of controls. A company’s internal control over financial reporting
is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition
of a company’s assets that could have a material effect on the financial statements.
Because of inherent limitations, internal control
over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Shareholders and Board of Directors
Foxby Corp.
Page Two
A deficiency in internal control over financial reporting
exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned
functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or combination of deficiencies,
in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s
annual or interim financial statements will not be prevented or detected on a timely basis.
Our consideration of the Company’s internal
control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies
in internal control that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United
States). However, we noted no deficiencies in the Company’s internal control over financial reporting and its operation, including
controls for safeguarding securities, which we consider to be material weaknesses, as defined above, as of December 31, 2023.
This report is intended solely for the information
and use of management, Shareholders and Board of Directors of Foxby Corp. and the Securities and Exchange Commission and is not intended
to be and should not be used by anyone other than these specified parties.
/s/ Tait, Weller & Baker LLP
TAIT, WELLER & BAKER LLP
Philadelphia, Pennsylvania
February 20, 2024
Foxby Corp.
Bylaws As Amended September 13, 2023
FOXBY CORP.
AMENDED AND RESTATED BYLAWS
ARTICLE I
LOCATION OF OFFICES AND SEAL
Section 1. Principal
Offices. The principal office of Foxby Corp. (the “Corporation”) in the State of Maryland shall be located in Baltimore,
Maryland. The Corporation may, in addition, establish and maintain such other offices and places of business as the Board of Directors
may, from time to time, determine or the business of the Corporation may require.
Section 2. Seal.
The corporate seal of the Corporation shall consist of two (2) concentric circles, between which shall be the name of the Corporation,
and in the center shall be inscribed the year of its incorporation, and the words “Corporate Seal.” The form of the seal shall
be subject to alteration by the Board of Directors and the seal may be used by causing it or a facsimile to be impressed or affixed or
printed or otherwise reproduced. Any officer or director of the Corporation (a “Director”) shall have authority to affix the
corporation seal of the Corporation to any document requiring the same.
ARTICLE II
STOCKHOLDERS
Section 1. Place
of Meeting. All meetings of the stockholders shall be held at the principal office of the Corporation in the State of Maryland
or at such other place as may from time to time be designated by the Board of Directors and stated in the notice of such meeting.
Section
2. Annual Meetings. An annual meeting of stockholders for election of Directors and the transaction of such other business within
the powers of the Corporation and that may properly come before the meeting shall be held at such date, time and place as the Board of
Directors, or any duly constituted committee of the Board, shall determine, unless there is no requirement under the Investment Company
Act of 1940, as amended (the “Investment Company Act”), the listing requirements of the stock exchange or market where the
Corporation's stock is listed, or other applicable law that any such meeting be held.
Section 3. Special Meetings.
(a)
General. The Chairman of the Board of Directors, President or Board of Directors may call a special meeting of the stockholders.
Any such special meeting shall be held at such place, date and time as may be designated by the Chairman of the Board of Directors, President
or Board
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Bylaws As Amended September 13, 2023
of Directors, whoever has called the
meeting. Subject to subsection (b) of this Article II, Section 3, a special meeting of stockholders shall also be called by the Secretary
of the Corporation (the “Secretary”) upon the written request of the stockholders entitled to cast not less than a majority
of all the votes entitled to be cast at such meeting.
(b)
Stockholder Requested Special Meetings. (1) Any stockholder of record (a ”stockholder of record”) is hereby
defined for all purposes of these Bylaws as a stockholder whose name and address appears on the Corporation’s stock ledger pursuant
to Article VI hereof) 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 writing), shall bear the date of signature of each such stockholder
(or such agent) and shall set forth all information relating to each such stockholder that must be disclosed in solicitations of proxies
for election of Directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case
pursuant to Regulation 14A (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 twenty 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 twenty days after the date on which a valid Record Date Request
Notice is received, fails to adopt a resolution fixing the Request Record Date and make a public announcement of such Request Record Date,
the Request Record Date shall be the close of business on the twentieth day after the first date on which the Record Date Request Notice
is received by the Secretary.
(2)
In order for any stockholder to request a special meeting, one or more written requests for a special meeting signed by stockholders
of record (or their agents duly authorized in writing) as of the Request Record Date entitled to cast not less than a majority (the “Special
Meeting Percentage”) of all of the votes entitled to be cast at such meeting (the “Special Meeting Request”) shall be
delivered to the Secretary. In addition, the Special Meeting Request shall set forth the purpose of the meeting and the matters proposed
to be acted on at it (which shall be limited to the matters set forth in the Record Date Request Notice received by the Secretary), shall
bear the date of signature of each such stockholder (or such agent) signing the Special Meeting Request, shall set forth the name and
address, as they appear in the Corporation’s books, of each stockholder signing such request (or on whose behalf the Special Meeting
Request is signed), the class, series and number of all shares of stock of the Corporation which are owned by each such stockholder, and
the nominee holder for, and number of, shares owned by such stockholder beneficially but not of record, shall be sent to the Secretary
by registered mail, return receipt requested, and shall be received by the Secretary within 60 days after the Request Record Date. Any
requesting stockholder may revoke his, her or its request for a special meeting at any time by written revocation delivered to the Secretary.
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Bylaws As Amended September 13, 2023
(3)
The Secretary shall inform the requesting stockholders of the reasonably estimated cost of preparing and mailing the notice of
meeting (including the Corporation’s proxy materials). Notwithstanding anything to the contrary herein, 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 Article II, Section 3(b), the Secretary receives payment of such reasonably estimated cost prior to
the mailing of any notice of the meeting.
(4)
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, date and time as may be designated by the Board of Directors; provided, however, that the date
of any Stockholder Requested Meeting shall be not more than 90 days after the record date for such meeting (the “Meeting Record
Date”); and provided further that if the Board of Directors fails to designate, within twenty days after the date that a valid Special
Meeting Request is actually received by the Secretary (the “Delivery Date”), a date and time for a Stockholder Requested Meeting,
then such meeting shall be held at 2:00 p.m. local time on the 90th day after the Meeting Record Date or, if such 90th day is not a Business
Day (as defined below), on the first preceding Business Day; and provided further that in the event that the Board of Directors fails
to designate a place for a Stockholder Requested Meeting within twenty 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 of Directors, President
or Board of Directors may consider such factors as he, she or it deems relevant within the good faith exercise of business judgment, including,
without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for 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.
(5)
If written revocations of requests for the special meeting have been delivered to the Secretary and the result is that stockholders
of record (or their agents duly authorized in writing), as of the Request Record Date, entitled to cast less than the Special Meeting
Percentage have delivered, and not revoked, requests for a special meeting to the Secretary, the Secretary shall: (i) if the notice of
meeting has not already been mailed, refrain from mailing the notice of the meeting and send to all requesting stockholders who have not
revoked such requests written notice of such revocation of a request for the special meeting, generally without identifying from whom
the revocation was received, or (ii) if the notice of meeting has been mailed, revoke the notice of the meeting at any time before the
commencement of the meeting. Any request for a special meeting received after the occurrence of (i) or (ii) above shall be considered
a new Record Date Request Notice pursuant to Article II, Section 3 hereof.
(6)
The Chairman of the Board of Directors, the President or the Board of Directors may appoint 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) ten Business Days after receipt by the Secretary of such
purported request and (ii) such date as the independent inspectors
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Bylaws As Amended September 13, 2023
certify to the Corporation as to whether
the valid requests received by the Secretary represent at least a majority of the issued and outstanding shares of stock that would be
entitled to vote at such meeting. Nothing contained in this paragraph (6) shall in any way be construed to suggest or imply that the Corporation
or any stockholder shall not be entitled to contest the validity of any request, whether during or after such ten Business Day period,
or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto,
and the seeking of injunctive relief in such litigation).
(7)
For purposes of these Bylaws, “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking
institutions in the State of Maryland are authorized or obligated by law or executive order to close.
Section
4. Notice of Meetings. The Secretary shall cause written or printed notice of the place, date and hour, and, in the case of a
special meeting, the purpose or purposes for which the meeting is called, to be given, not less than 10 and not more than 90 days before
the date of the meeting, to each stockholder entitled to vote at, or entitled to notice of, such meeting by leaving the same with such
stockholder or at such stockholder’s residence or usual place of business or by mailing it, postage prepaid, and addressed to such
stockholder at his address as it appears on the records of the Corporation at the time of such mailing, or by transmitting it to the stockholder
by electronic mail to any electronic mail address of the stockholder or by any other electronic means. If mailed, notice shall be deemed
to be given when deposited in the United States mail addressed to the stockholder as aforesaid. Notice of any stockholders’ meeting
need not be given to any stockholder who shall sign a written waiver of such notice either before or after the time of such meeting, which
waiver shall be filed with the records of such meeting, or to any stockholder who is present at such meeting in person or by proxy. Notice
of adjournment of a stockholders’ meeting to another time or place need not be given if such time and place are announced at the
meeting. Irregularities in the notice of any meeting to, or the non-receipt of any such notice by, any of the stockholders shall not invalidate
any action otherwise properly taken by or at such meeting.
Section
5. Quorum; Adjournment of Meetings. At any meeting of stockholders, the presence in person or by proxy of stockholders entitled
to cast one-third of all the votes entitled to be cast at such meeting shall constitute a quorum, except with respect to any matter which,
under applicable statutes or regulatory requirements, requires approval by a separate vote of one or more classes or series of stock,
in which case the presence in person or by proxy of stockholders entitled to cast one-third of all the votes entitled to be cast by each
class or series entitled to vote as a separate class or series on the matter shall constitute a quorum; but this section shall not affect
any requirement under any statute or the charter (the “Charter”) of the Corporation for the vote necessary for the adoption
of any measure. A stockholders’ meeting may be postponed before it is convened by making a public announcement (as defined in Section
12(c)(3) of this Article II) of such postponement 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 Section 4 of this Article II. A stockholders’
meeting may be adjourned after it is convened by the chairman of the meeting one or more times for any reason, including the failure of
a quorum to be present at the meeting or the failure of any proposal to receive sufficient votes for approval without further notice to
a date not more than 120 days after the original record date. A stockholders’
Foxby Corp.
Bylaws As Amended September 13, 2023
meeting may be adjourned or recessed
by the chairman of the meeting as to one or more proposals regardless of whether action has been taken on other matters. No notice of
adjournment or recess of a meeting to another time or place need be given to stockholders if such time and place are announced at the
meeting at which the adjournment or recess is taken. Any business that might have been transacted at the original meeting may be transacted
at any postponed, adjourned, or recessed meeting. If, after the postponement or adjournment, a new record date is fixed for the postponed
or adjourned meeting, the secretary shall give notice of the postponed or adjourned meeting to stockholders of record entitled to vote
at such meeting. Any irregularities in the notice of any meeting or the nonreceipt of any such notice by any of the stockholders shall
not invalidate any action otherwise properly taken at any such meeting.
The stockholders
present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a quorum.
Section
6. Voting. Unless otherwise provided by the Charter, each outstanding share or fraction thereof, regardless of class, shall be
entitled to one vote or fraction thereof, as the case may be, on each matter submitted to a vote of the stockholders. 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 matter which may
properly come before the meeting, unless more than a majority of votes cast is required by statute or the Charter or these Bylaws of the
Corporation. The vote upon any question shall be by ballot whenever requested by any person entitled to vote, but, unless such a request
is made, voting may be conducted in any way approved by the meeting. Abstentions and broker non-votes will be included for purposes of
determining whether a quorum is present at a Shareholders’ meeting but will not be treated as votes cast. Abstentions and broker
non-votes, therefore, will have no effect on proposals which require a plurality or majority of votes cast for approval, but will have
the same effect as a vote “against” on proposals requiring a majority or other specified percentage of outstanding voting
securities for approval.
Section 7. Inspectors.
The Board of Directors, in advance of any meeting, may, but need not, appoint one or more individual inspectors or one or more entities
that designate individuals as inspectors to act at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed,
the chairman of the meeting may appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear
or act, the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting or at the meeting by the chairman
of the meeting. Each inspector so appointed shall first subscribe an oath or affirmation to execute faithfully the duties of inspector
at such election with strict impartiality and according to the best of his ability, and shall after the election make a certificate of
the result of the vote taken. No candidate for the office of Director shall be appointed such inspector.
The inspectors, if
any, shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence
of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts
as are proper to conduct the election or vote with fairness to all stockholders. Each such report shall be in writing and signed by him
or her or by a majority of them if there is more than one inspector
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Bylaws As Amended September 13, 2023
acting at such meeting. If there is
more than one inspector, the report of a majority shall be the report of the inspectors. The determination of such inspector or inspectors
as to the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum,
the form, validity and effect of proxies or ballots, all challenges and questions arising in connection with the right to vote, the count
or tabulation of all votes, ballots or consents, and all other matters upon which their certificate would be based shall be deemed final
and conclusive, and such inspectors’ determinations shall not be subject to challenge or review prior to or following the issuance
of their certificate, unless such challenge or review is approved by the vote of a majority of the Board of Directors.
Section 8.
Stockholders Entitled to Vote. If the Board of Directors sets a record date for the determination of stockholders entitled to
notice of or to vote at any stockholders’ meeting in accordance with these Bylaws, each stockholder of the Corporation shall be
entitled to vote, in person or by proxy, each share of stock standing in his name on the books of the Corporation on such record date.
If no record date has been fixed, the record date for the determination of stockholders entitled to notice of or to vote at a meeting
of stockholders shall be the later of the close of business on the day on which notice of the meeting is mailed or the thirtieth day before
the meeting, or, if notice is waived by all stockholders, at the close of business on the tenth day next preceding the day on which the
meeting is held.
Section
9. Validity of Proxies, Ballots. In an uncontested matter or election of directors, 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 proxy executed by the stockholder or the stockholder’s
duly authorized agent in any manner not prohibited by law. In a contested matter or election of directors, 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 written proxy signed by the stockholder.
Unless a proxy provides otherwise, it shall not be valid more than eleven months after its date. At every meeting of the stockholders,
all proxies shall be received and taken in charge of and all ballots shall be received and canvassed by the Secretary of the Corporation
or the person acting as secretary of the meeting before being voted, who shall decide all questions touching the qualification of voters,
the validity of the proxies and the acceptance or rejection of votes, unless an inspector of election has been appointed for the meeting
in which event such inspector of election shall decide all such questions.
Section 10.
Organization and Conduct of Stockholders’ Meetings. 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 of Directors
or, in the case of a vacancy in the office or absence or unwillingness of the Chairman of the Board of Directors, by one of the following
officers present at the meeting: the Vice Chairman of the Board of Directors, if there be one, the President, the officers of the Corporation
in their order of rank and seniority, 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, a person appointed by the Board of Directors or, in the absence of
such appointment, a person 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
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Bylaws As Amended September 13, 2023
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 and take such action as, in the discretion
of such chairman, are appropriate, 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) requiring proof of identification and ownership as a stockholder of
record or authorization as proxy; (d) 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;
(e) limiting the time allotted to questions or comments by participants; (f) maintaining order and security at the meeting; (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; and (h) recessing or adjourning the meeting to a later date and time and place announced at the meeting. 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 11.
Action Without a Meeting. Any action required or permitted to be taken by stockholders at a meeting of stockholders may be taken
without a meeting if (a) all stockholders entitled to vote on the matter consent to the action in writing, (b) all stockholders entitled
to notice of the meeting but not entitled to vote at it sign a written waiver of any right to dissent and (c) the consents and waivers
are filed with the records of the meetings of stockholders.
Section 12.
Advance Notice of Stockholder Nominations 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 provided for in this Article II, Section 12(a) and at the time of the annual meeting, who
is entitled to vote at the meeting and who has complied with this Article II, Section 12(a).
(2)
For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of
subsection (a)(1) of this Article II, Section 12, the stockholder must have given timely notice thereof in writing to the Secretary of
the Corporation and such other business must otherwise be a proper matter for action by the stockholders. To be timely, a stockholder’s
notice shall set forth all information required under this Article II, Section 12 and shall be delivered to the Secretary at the principal
executive office of the Corporation not less than 90 days nor more than 120 days prior to the first anniversary of the date of mailing
of the notice for preceding year’s annual meeting; provided, however, that in the event that either the date of the mailing of the
notice for the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the mailing of the
notice of the preceding year’s annual meeting or there was no annual meeting in the preceding year, notice
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Bylaws As Amended September 13, 2023
by the stockholder to be timely must
be so delivered not earlier than the 120th day prior to the date of the mailing of the notice of such annual meeting and not later than
the close of business on the later of the 90th day prior to the date of the mailing of the notice for such annual meeting or the tenth
day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement
of a postponement or adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described
above. Such stockholder’s notice shall set forth (i) as to each individual whom the stockholder proposes to nominate for election
or reelection as a Director, (A) the name, age, business address and residence address of such individual, (B) the class, series and number
of any shares of stock of the Corporation that are beneficially owned by such individual, (C) the date such shares were acquired and the
investment intent of such acquisition, (D) the determination of such stockholder as to whether any such individual is, or is not, an Interested
Person (as defined in Section 2(a)(19) of the Investment Company Act) of the Corporation, and information regarding such individual that
is sufficient, in the discretion of the Board of Directors or any committee thereof or any authorized officer of the Corporation, to verify
such determination, (E) sufficient information to enable the Nominating Committee of the Board of Directors to make the determination
as to the proposed nominee’s qualifications required under Article III, Section 2(b) of the Bylaws and (F) all other information
relating to such individual that is required to be disclosed in solicitations of proxies for election of Directors in an election contest
(even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision)
under the Exchange Act and the rules thereunder (including such individual’s written consent to being named in the proxy statement
as a nominee and to serving as a Director if elected); (ii) as to any other business that the stockholder proposes to bring before the
meeting, a description of the business desired to be brought before the meeting, the reasons for proposing such business at the meeting,
and any material interest in such business of such stockholder and any Stockholder Associated Person (as defined in subsection (c)(4)
of this Article II, Section 12, below), individually or in the aggregate, including any anticipated benefit to the stockholder and any
Stockholder Associated Person therefrom, (iii) as to the stockholder giving the notice and any Stockholder Associated Person, the class,
series and number of all shares of stock of the Corporation which are owned by such stockholder and by such Stockholder Associated Person,
if any, and the nominee holder for, and number of, shares owned beneficially but not of record by such stockholder and by any such Stockholder
Associated Person and (iv) as to the stockholder giving the notice and any Stockholder Associated Person covered by clauses (ii) or
(iii) of this paragraph (2) of this
Article II, Section 12(a), the name and address of such stockholder, as they appear on the Corporation’s stock ledger and current
name and address, if different, and of such Stockholder Associated Person.
(3)
Notwithstanding anything in this subsection (a) of this Article II, Section 12 to the contrary, in the event the Board of Directors
increases or decreases the number of Directors in accordance with Article III, Section 2(a) of these Bylaws, and there is no public announcement
of such action at least 100 days prior to the first anniversary of the date of the preceding year’s annual meeting, a stockholder’s
notice required by this Article II, 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
the close of business on the tenth day following the day on which such public announcement is first made by the Corporation.
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Bylaws As Amended September 13, 2023
(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 (i) pursuant to the Corporation’s
notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) provided that the Board of Directors has determined
that Directors shall be elected at such special meeting, by any stockholder of the Corporation who is a stockholder of record both at
the time of giving of notice provided for in this Article II, 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 Article II, 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 required by subsection (a)(2) of this Article II, 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 the
close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement
is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting.
In no event shall the public announcement of a postponement or adjournment of a special meeting commence a new time period for the giving
of a stockholder’s notice as described above.
(c)
General. (1) 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 shall provide, within five
Business Days of delivery of such request (or such other period as may be specified in such request), 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 pursuant to this Article II, Section 12. If a stockholder fails to provide such
written verification within such period, the information as to which written verification was requested may be deemed not to have been
provided in accordance with this Article II, Section 12.
(2)
Only such individuals who are nominated in accordance with this Article II, Section 12 shall be eligible for nomination for election
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 Article II, Section 12. The chairman of the meeting shall have the sole and final power to determine at any time
prior to or at the meeting 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 Article II, Section
12. No action by the Corporation or
any other person shall be deemed an amendment or waiver of the requirements of this Article II, Section 12 unless approved by a resolution
adopted by the Board of Directors.
(3)
For purposes of this Article II, Section 12, “public announcement” shall mean disclosure (i) reported by the Dow Jones
News Service, Associated Press or comparable news service, (ii) in a document publicly filed by the Corporation with the Securities and
Exchange Commission, or (iii) in a
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Bylaws As Amended September 13, 2023
document posted on the Corporation’s website or disseminated
by the Corporation through a press release distribution service.
(4)
For purposes of this Article II, Section 12, “Stockholder Associated Person” of any stockholder shall mean (i) any
person controlling, directly or indirectly, or 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 and (iii) any person controlling, controlled by or under common
control with such Stockholder Associated Person.
(5)
Notwithstanding the foregoing provisions of this Article II, Section 12, a stockholder shall also comply with all applicable requirements
of the Corporation’s Charter, and Bylaws (including without limitation Article III, Section 2 regarding qualifications), state law,
and of the Exchange Act and the Investment Company Act and any rules and regulations thereunder with respect to the matters set forth
in this Article II, Section 12. Nothing in this Article II, Section 12 shall be deemed to affect any right of a stockholder to request
inclusion of a proposal in, nor 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.
ARTICLE III
BOARD OF DIRECTORS
Section 1.
Powers. Except as otherwise provided by law, by the Charter or by these Bylaws, the business and affairs of the Corporation shall
be managed under the direction of, and all the powers of the Corporation shall be exercised by or under authority of, its Board of Directors.
Section 2. Terms of Directors: Qualifications.
(a)
Terms of Directors. (1) The total number of Directors of the Corporation shall be fixed only by the vote of the
Board of Directors, including the affirmative vote of a majority of the members of the Continuing Directors Committee, as defined in Article
IV, Section 7 of these Bylaws.
(2)
At each annual meeting of stockholders, the stockholders shall elect Directors to hold office until the next annual meeting of
stockholders and until their respective successors are elected and qualify. A Director not elected annually in accordance with Maryland
law shall be deemed to be continuing in office and not holding over under Section 2-405(a) of the MGCL until after the time at which an
annual meeting is required to be held.
(3)
This Article III, Section 2(a) may be amended, modified, repealed or supplemented only by the affirmative vote of a majority of
the Board of Directors, including the affirmative vote of a majority of the members of the Continuing Directors Committee.
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Bylaws As Amended September 13, 2023
(b)
Qualifications. (1) To qualify as a nominee for a directorship or election as a Director, an individual, at the time
of nomination or election as the case may be, (i)(A) shall be a resident United States citizen and have substantial expertise, experience
or relationships relevant to the business of the Corporation, (B) shall have a master’s degree in economics, finance, business administration
or accounting, a graduate professional degree in law from an accredited university or college in the United States or the equivalent degree
from an equivalent institution of higher learning in another country, or a certification as a public accountant in the United States,
or be deemed an "audit committee financial expert" as such term is defined in the Sarbanes-Oxley Act of 2002 (or other applicable
law); (C) shall not serve as a director or officer of another closed-end investment company unless such company is sponsored or managed
by the Corporation’s investment manager or investment adviser or by an affiliate of either; and
(D) shall not serve or have served within
the past three years as a director of any closed-end investment company which, while such individual was serving as a director or within
one year after the end of such service, ceased to be a closed-end investment company registered under the Investment Company Act, unless
such individual was initially nominated for election as a director by the board of directors of such closed-end investment company, or
(ii) shall be a current Director of the Corporation.
(2)
In addition, to qualify as a nominee for a directorship or election as a Director at the time of nomination or election as the
case may be, (i) an incumbent nominee shall not have violated any provision of the Conflicts of Interest and Corporate Opportunities Policy
(the “Policy”), adopted by the Board on July 8, 2003, as subsequently amended or modified, and (ii) an individual who is not
an incumbent Director shall not have a relationship, hold any position or office or otherwise engage in, or have engaged in, any activity
that would result in a violation of the Policy if the individual were elected as a Director.
(3)
In addition, to qualify as a nominee for a directorship or election as a Director at the time of nomination or election as the
case may be, a person shall not, if elected as a Director, cause the Corporation to be in violation of, or not in compliance with, applicable
law, regulation or regulatory interpretation, or the Corporation’s Charter, or any general policy adopted by the Board of Directors
regarding either retirement age or the percentage of Interested Persons and non-Interested Persons to comprise the Corporation’s
Board of Directors.
(4)
The Nominating Committee of the Board of Directors, in its sole discretion, shall determine whether an individual satisfies the
foregoing qualifications. Any individual not so nominated by the Nominating Committee of the Board of Directors shall be deemed not to
satisfy the foregoing qualifications, unless the Nominating Committee adopts a resolution setting forth the affirmative determination
that such individual satisfied the foregoing qualifications. Any individual who does not satisfy the qualifications set forth herein,
unless waived by the Nominating Committee, shall not be eligible for nomination or election as a Director and the selection and nomination,
or recommendation for nomination by the Board of Directors, of candidates for election by the Nominating Committee shall be deemed to
be its determination such qualifications are satisfied or waived for such candidate.
(c)
Election. Unless all nominees for Director are approved by a majority of the members of the Continuing Directors
Committee, the affirmative vote of the holders of at least 66 2/3% of the outstanding shares of all classes of voting stock, voting together,
shall be required to elect a Director.
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Bylaws As Amended September 13, 2023
If all nominees for Director are approved
by a majority of the members of the Continuing Directors Committee, a plurality of all the votes cast at a meeting at which a quorum is
present shall be sufficient to elect a Director.
Section 3.
Vacancies and Newly Created Directorships. Each vacancy on the Board of Directors of the Corporation may be filled only by the
affirmative vote of a majority of the remaining Directors in office, even if the remaining Directors do not constitute a quorum.
Section
4. Place of Meeting. The Directors may hold their meetings, have one or more offices, and keep the books of the Corporation at
any office or offices of the Corporation or at any other place as they may from time to time by resolution determine, or in the case of
meetings, as they may from time to time by resolution determine or as shall be specified or fixed in the respective notices or waivers
of notice thereof.
Section 5.
Annual and Regular Meetings. The annual meeting of the Board of Directors for choosing officers and transacting other proper business
shall be the next regularly scheduled Board meeting following the annual stockholders’ meeting, at such time and place as the Board
may determine. The Board of Directors from time to time may provide by resolution for the holding of regular meetings and fix their time
and place as the Board of Directors may determine. Notice of such annual and regular meetings need not be in writing, provided that notice
of any change in the time or place of such meetings shall be communicated promptly to each Director not present at the meeting at which
such change was made in the manner provided in Section 8 of this Article III for notice of special meetings. Members of the Board of Directors
or any committee designated thereby may participate in a meeting of such Board or committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation
by such means shall constitute presence in person at a meeting.
Section 6. Special
Meetings. Special meetings of the Board of Directors may be held at any time or place and for any purpose when called by the Chairman
of the Board, President or a majority of Directors then in office.
Section 7.
Notice. Notice of any special meeting of the Board of Directors shall be delivered personally or by telephone, electronic means
(including email, meeting invitation or otherwise), facsimile transmission, United States mail or courier to each Director at his or her
business or residence address. Notice by personal delivery, telephone, electronic means or facsimile transmission shall be given at least
24 hours prior to the meeting. Notice by United States mail shall be given at least three days prior to the meeting. Notice by courier
shall be given at least two 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 means notice shall
be deemed to be given upon transmission of the message to the electronic means 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
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Bylaws As Amended September 13, 2023
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.
Section
8. Waiver of Notice. No notice of any meeting of the Board of Directors or a committee of the Board need
be given to any Director who is present at the meeting or who waives notice of such meeting in writing (which waiver shall be filed with
the records of such meeting), either before or after the meeting.
Section
9. Quorum and Voting. At all meetings of the Board of Directors, the presence of a majority of the Directors
then in office shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Directors present
may adjourn the meeting, from time to time, until a quorum shall be present. The action of a majority of 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 law, by the Charter or by these Bylaws. If enough Directors have withdrawn from a meeting to leave less than a quorum
but the meeting is not adjourned, the action of a majority of Directors, which is not less than the number necessary to approve the matter
if a quorum were constituted, shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required
for such action by applicable statute or by the Charter.
Section 10.
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee
thereof may be taken without a meeting if a consent to such action is executed in writing or by electronic means by all Directors of the
Board or of any committee, as the case may be, and such consent is filed with the minutes of proceedings of the Board or committee.
Section 11.
Compensation of Directors. Except as otherwise provided in this Article III, Section 11, Directors shall be entitled to receive
such compensation from the Corporation for their services as may from time to time be determined by resolution of the Board of Directors.
A Director who is an Affiliated Person of a holder of more than 5% of the outstanding shares of the Corporation shall not be entitled
to fees or expenses arising out of service as a Director of the Corporation.
Section 12.
Director Duties and Oversight. In accordance with Section 2-405.1(c) of the MGCL, the Directors have the duty to act (i) in
good faith, (ii) in a manner the Directors reasonably believe to be in the best interests of the Corporation, and (iii) with the care
that an ordinarily prudent person in a like position would use under similar circumstances. Any Director acting in accordance with the
standard of conduct provided in this Article III, Section 12 shall have the immunity from liability described under Section 5-417 of the
Courts and Judicial Proceedings Act. Under the standard of conduct provided in this Article III, Section 12, the Directors have no duty
to take action to narrow any discount by which the Corporation’s shares may trade to the net asset value of such shares, nor do
the Directors have any obligation to consider measures to narrow such discount as part of their normal oversight functions.
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Bylaws As Amended September 13, 2023
ARTICLE IV
COMMITTEES
Section 1.
Number, Tenure and Qualifications. The Board of Directors may appoint from among its members an Executive Committee, a Continuing
Directors Committee, an Audit 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 IV any of the powers of
the Board of Directors, except as prohibited by law.
Section 3. Meeting.
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 other 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.
Section 4.
Telephone Meeting. Members of a committee of the Board of Directors may participate in a meeting by means of a conference telephone
or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in
a meeting by these means shall constitute presence in person at the meeting.
Section 5. Written
Consent by Committee. 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 to such action is executed in writing or by electronic means by each member of the committee
and such written consent is 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 all vacancies, to designate alternate members to replace any absent or disqualified member or to dissolve any such committee.
Section 7.
Continuing Directors Committee. There shall be a Continuing Directors Committee of the Board which shall have the power to
take all actions delegated to the Continuing Directors Committee by the Board of Directors, as stated in these Bylaws. The members of
the Continuing Directors Committee (the “Continuing Directors”) shall consist solely of: (1) each of Jon Tomasson, Peter K.
Werner, Roger A. Atkinson, and Thomas B. Winmill (each, an “Initial Director”); (2) a Director whose appointment or nomination
was approved by a majority of the Initial Directors; and (3) a Director whose appointment or nomination was approved by a majority of
the Continuing Directors.
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Bylaws As Amended September 13, 2023
Section 8. Executive
Committee. Unless otherwise provided by resolution of the Board of Directors, the Executive Committee shall exercise the powers
of the Board of Directors between meetings of the Board to the extent permitted by law to be delegated and not delegated by the Board
to any other committee.
ARTICLE V
OFFICERS
Section
1. General. The officers of the Corporation shall be a President, a Secretary and a Treasurer, and may include one or more Vice
Chairman, Vice Presidents, Assistant Secretaries or Assistant Treasurers, and such other officers as may be appointed in accordance with
the provisions of Section 10 of this Article V.
Section
2. Election, Tenure, and Qualifications. The officers of the Corporation, except those appointed as provided in Section 10 of
this Article V, shall be elected by the Board of Directors at any time. Except as otherwise provided in this Article V, each officer shall
hold office until his successor shall have been elected and qualified. Any person may hold one or more offices of the Corporation except
the offices of President and Vice President. Only members of the Continuing Directors Committee qualify for the offices of Chairman, Vice
Chairman, and President.
Section 3. Removal
and Resignation. Whenever in the judgment of the Board of Directors the best interest of the Corporation will be served thereby,
any officer may be removed from office by the vote of a majority of the members of the Board of Directors, or the Executive Committee,
given at any time. Any officer may resign his office at any time by delivering a written resignation to the Board of Directors, the President,
the Secretary, or any Assistant Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery. Such
resignation shall be without prejudice to the contract rights, if any, of the Corporation.
Section 4.
President. The President shall be the chief executive officer of the Corporation and, in the absence or unwillingness of the Chairman
of the Board or Vice Chairman or if no Chairman of the Board or Vice Chairman has been elected, shall preside at all stockholders’
meetings. Subject to the supervision of the Board of Directors, the President shall have general charge of the business, affairs and property
of the Corporation and general supervision over its officers, employees and agents. The President may sign in the name and on behalf of
the Corporation all deeds, bonds, contracts, or agreements. The President shall exercise such other powers and perform such other duties
as from time to time may be assigned to him by the Board of Directors.
Section 5.
Chairman. The Chairman shall be the Chairman of the Board of Directors and shall preside at all Directors’ meetings and
stockholders’ meetings. He may sign in the name and on behalf of the Corporation all deeds, bonds, contracts, or agreements. He
shall exercise such other powers and perform such other duties, or delegate them as permitted by law or the Board of Directors, as from
time to time may be assigned to him by the Board of Directors.
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Bylaws As Amended September 13, 2023
Section 6. Vice Chairman. The
Board of Directors may from time to time elect from among the members of the Continuing Directors Committee a Vice Chairman who shall
have such powers and perform such duties as from time to time may be assigned to him by the Board of Directors, Chairman of the Board
or the President. At the request of, or in the absence or unwillingness or in the event of the disability of the Chairman of the Board,
the Vice Chairman may perform all the duties of the Chairman of the Board or the President and, when so acting, shall have all the powers
of and be subject to all the restrictions upon such representative officers.
Section
7. Vice President. The Board of Directors may from time to time elect one or more Vice Presidents who shall have such powers and
perform such duties as from time to time may be assigned to them by the Board of Directors or the President, as the case may be. At the
request or in the absence or disability of the President, as the case may be, the Vice President (or, if there are two or more Vice Presidents,
then the senior of the Vice Presidents present and able to act) may perform all 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.
Section 8.
Treasurer and Assistant Treasurers. The Treasurer shall be the principal financial and accounting officer of the Corporation and
shall have general charge of the finances and books of account of the Corporation. Except as otherwise provided by the Board of Directors,
he shall have general supervision of the funds and property of the Corporation and of the performance by the Custodian of its duties with
respect thereto. He shall render to the Board of Directors, whenever directed by the Board, an account of the financial condition of the
Corporation and of all his transactions as Treasurer; and as soon as possible after the close of each fiscal year he shall make and submit
to the Board of Directors a like report for such fiscal year. He shall perform all acts incidental to the Office of Treasurer, subject
to the control of the Board of Directors.
Any Assistant Treasurer may perform
such duties of the Treasurer as the Treasurer or the Board of Directors may assign, and, in the absence of the Treasurer, he may perform
all the duties of the Treasurer.
Section
9. Secretary and Assistant Secretaries. The Secretary shall attend to the giving and serving of all notices of the Corporation
and shall record all proceedings of the meetings of the stockholders and Directors in books to be kept for that purpose. He shall keep
in safe custody the seal of the Corporation, and shall have charge of the records of the Corporation, including the stock books and such
other books and papers as the Board of Directors may direct and such books, reports, certificates and other documents required by law
to be kept, all of which shall at all reasonable times be open to inspection by any Director. He shall perform such other duties as appertain
to his office or as may be required by the Board of Directors.
Any Assistant Secretary may perform
such duties of the Secretary as the Secretary or the Board of Directors may assign, and, in the absence of the Secretary, he may perform
all the duties of the Secretary.
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Bylaws As Amended September 13, 2023
Section 10.
Subordinate Officers. The Board of Directors from time to time may appoint such other officers or agents as it may deem advisable,
each of whom shall have such title, hold office for such period, have such authority and perform such duties as the Board of Directors
may determine. The Board of Directors from time to time may delegate to one or more officers or agents the power to appoint any such subordinate
officers or agents and to prescribe their respective rights, terms of office, authorities and duties.
Section
11. Remuneration. The salaries or other compensation of the officers of the Corporation shall be fixed from time to time by resolution
of the Board of Directors, except that the Board of Directors may by resolution delegate to any person or group of persons the power to
fix the salaries or other compensation of any subordinate officers or agents appointed in accordance with the provisions of Section 10
of this Article V.
Section 12.
Surety Bonds. The Board of Directors may require any officer or agent of the Corporation to execute a bond (including, without
limitation, any bond required by the Investment Company Act and the rules and regulations of the Securities and Exchange Commission) to
the Corporation in such sum and with such surety or sureties as the Board of Directors may determine, conditioned upon the faithful performance
of his duties to the Corporation, including responsibility for negligence and for the accounting of any of the Corporation’s property,
funds or securities that may come into his hands.
ARTICLE VI
STOCK
Section
1. Shares of Stock. The interest of each stockholder of the Corporation shall be represented by shares of stock in such form as
the Board of Directors may from time to time prescribe. The Board of Directors may authorize the issuance of certificated and uncertificated
shares by the Corporation, and may prescribe procedures for the issuance and registration or transfer thereof, and with respect to such
other matters relating to certificated and uncertificated shares as the Board of Directors may deem appropriate. No such authorization
shall affect previously issued and outstanding shares represented by certificates until such certificates shall have been surrendered
to the Corporation.
In the event that
the Board of Directors authorizes the issuance of uncertificated shares of stock, the Board of Directors may, in its discretion and at
any time, discontinue or re-continue the issuance of share certificates and may, by written notice to the registered owners of each certificated
share, require the surrender of share certificates to the Corporation for cancellation. Such surrender and cancellation shall not affect
the ownership of shares of the Corporation.
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Bylaws As Amended September 13, 2023
Section 2.
Transfer of Shares. Shares of the Corporation shall be transferable on the books of the Corporation by the holder thereof in person
or by his duly authorized attorney or legal representative
(i) if a certificate or certificates
have been issued, upon surrender and cancellation of a certificate or certificates for the same number of shares of the same class, duly
endorsed or accompanied by proper instruments of assignment and transfer, with such proof of the authenticity of the signature as the
Corporation or its agents may reasonably require, or (ii) as otherwise prescribed by the Board of Directors. The shares of stock of the
Corporation may be freely transferred, and the Board of Directors may, from time to time, adopt rules and regulations with reference to
the method of transfer of the shares of stock of the Corporation. The Corporation shall be entitled to treat the holder of record of any
share of stock as the absolute owner thereof for all purposes, and accordingly shall not be bound to recognize any legal, equitable or
other claim or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except
as otherwise expressly provided by law or the statutes of the State of Maryland.
Section
3. Stock Ledgers. The stock ledgers of the Corporation, containing the names and addresses of the stockholders and the number
of shares held by them respectively, shall be kept at the principal office of the Corporation or, if the Corporation employs a transfer
agent, at the offices of the transfer agent of the Corporation. The stock ledgers of the Corporation shall be considered confidential
and shall not be made available, except as required by applicable law to be made available to stockholders of record for a proper purpose
in such capacity.
Section 4. Transfer
Agents and Registrars. The Board of Directors may from time to time appoint or remove transfer agents and/or registrars of transfers
of shares of stock of the Corporation, and it may appoint the same person as both transfer agent and registrar.
Section 5.
Fixing of Record Date. The Board of Directors may fix in advance a date as a record date for the determination of the stockholders
entitled to notice of, or to vote at, any stockholders’ meeting or any adjournment thereof, or to express consent to corporate action
in writing without a meeting, or to receive payment of any dividend or other distribution or to be allotted any other rights, or for the
purpose of any other lawful action, provided that (1) such record date shall not exceed 90 days preceding the date on which the particular
action requiring such determination will be taken; (2) the transfer books shall remain open regardless of the fixing of a record date;
and (3) in the case of a meeting of stockholders, the record date shall be at least 10 days before the date of the meeting.
Section
6. Lost, Stolen or Destroyed Certificates. In the event that the Board of Directors discontinues the issuance of share certificates,
thereafter shares represented by lost, stolen, or destroyed certificates shall be deemed registered and transferrable on the books of
Corporation. Before registering shares represented by lost, stolen, or destroyed certificates on the books of Corporation, the Board of
Directors or any officer authorized by the Board may, in its discretion, require the owner of the lost, stolen or destroyed certificate
(or his legal representative) to give the Corporation a bond or other indemnity, in such form and in such amount as the Board or any such
officer may direct and with such surety or sureties as may be satisfactory to the Board or any such officer, sufficient to indemnify the
Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate.
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Bylaws As Amended September 13, 2023
ARTICLE VII
FISCAL YEAR AND ACCOUNTANT
Section 1. Fiscal
Year. The fiscal year of the Corporation shall, unless otherwise ordered by the Board of Directors, be twelve calendar months
ending on the 31st day of December.
Section
2. Accountant. The Corporation shall employ an independent public accountant or a firm of independent public accountants as its
Accountants to examine the accounts and financial statements of the Corporation. The employment of the Accountant shall be conditioned
upon the right of the Corporation to terminate the employment forthwith without any penalty by vote of a majority of the outstanding voting
securities at any stockholders’ meeting called for that purpose.
ARTICLE VIII
INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
To the maximum
extent permitted by Maryland law and the Investment Company Act, 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 current or former member of the Continuing Directors Committee, officer,
employee or agent of the Corporation and who is made a party to the proceeding by reason of his or her service in that capacity or (b)
any individual who, while a member of the Continuing Directors Committee, officer, employee or agent of the Corporation and at the request
of the Corporation, serves or has served in a similar capacity for another entity and who is made a party to the proceeding by reason
of his or her service in that capacity. The Corporation may, with the approval of its Board of Directors as set forth below, provide such
indemnification and advance for expenses to a member of the Continuing Directors Committee who served a predecessor of the Corporation
in any of the capacities described in (a) or (b) above and to any officer, employee or agent of a predecessor of the Corporation.
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.
No provision of this Article VIII shall
be effective to protect or purport to protect any Director or officer of the Corporation against liability to the Corporation or its stockholders
to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his or her office.
Notwithstanding the foregoing, no determination
or resolution required or permitted to be made with respect to the indemnification or advance of expenses to any individual as set forth
above shall
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Bylaws As Amended September 13, 2023
be valid unless such resolution is adopted or determination
made by the affirmative vote of at least a majority of the Board of Directors which includes the affirmative vote of at least a majority
of the members of the Continuing Directors Committee.
ARTICLE IX
ADOPTION, ALTERATION OR REPEAL OF BYLAWS
Except as otherwise expressly
provided in 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; provided, however, that any such action of the Board of Directors shall include the affirmative vote of at least
a majority of the members of the Continuing Directors Committee.
ARTICLE X
EXCLUSIVE FORUM
Unless the Corporation consents
in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland (or, in the event that the Circuit
Court does not have jurisdiction, other state courts of the State of Maryland) shall, to the fullest extent permitted by law, be the sole
and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim
of breach of any duty owed by any Director or officer or other employee of the Corporation to the Corporation or to the stockholders of
the Corporation, (iii) 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 MGCL, the Charter or these Bylaws, (iv) any action to interpret, apply, enforce or determine
the validity of the Charter or these Bylaws, or (v) any action asserting a claim against the Corporation or any Director or officer or
other employee of the Corporation that is governed by the internal affairs doctrine.
If any action within the scope
of this Article is filed in a court other than a court located within the State of Maryland (a “Foreign Action”) in the name
of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state courts located within
the State of Maryland in connection with any action brought in any such court to enforce this Article X, and (ii) having service of process
made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such
stockholder.
Foxby Corp.
Bylaws As Amended December 13, 2023
FOXBY CORP.
AMENDED AND RESTATED BYLAWS
ARTICLE I
LOCATION OF OFFICES AND SEAL
Section 1. Principal
Offices. The principal office of Foxby Corp. (the “Corporation”) in the State of Maryland shall be located in Baltimore,
Maryland. The Corporation may, in addition, establish and maintain such other offices and places of business as the Board of Directors
may, from time to time, determine or the business of the Corporation may require.
Section 2. Seal.
The corporate seal of the Corporation shall consist of two (2) concentric circles, between which shall be the name of the Corporation,
and in the center shall be inscribed the year of its incorporation, and the words “Corporate Seal.” The form of the seal shall
be subject to alteration by the Board of Directors and the seal may be used by causing it or a facsimile to be impressed or affixed or
printed or otherwise reproduced. Any officer or director of the Corporation (a “Director”) shall have authority to affix the
corporation seal of the Corporation to any document requiring the same.
ARTICLE II
STOCKHOLDERS
Section 1. Place
of Meeting. All meetings of the stockholders shall be held at the principal office of the Corporation in the State of Maryland
or at such other place as may from time to time be designated by the Board of Directors and stated in the notice of such meeting.
Section
2. Annual Meetings. An annual meeting of stockholders for election of Directors and the transaction of such other business within
the powers of the Corporation and that may properly come before the meeting shall be held at such date, time and place as the Board of
Directors, or any duly constituted committee of the Board, shall determine, unless there is no requirement under the Investment Company
Act of 1940, as amended (the “Investment Company Act”), the listing requirements of the stock exchange or market where the
Corporation's stock is listed, or other applicable law that any such meeting be held.
Section 3. Special Meetings.
(a)
General. The Chairman of the Board of Directors, President or Board of Directors may call a special meeting of the stockholders.
Any such special meeting shall be held at such place, date and time as may be designated by the Chairman of the Board of Directors, President
or Board
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Bylaws As Amended December 13, 2023
of Directors, whoever has called the
meeting. Subject to subsection (b) of this Article II, Section 3, a special meeting of stockholders shall also be called by the Secretary
of the Corporation (the “Secretary”) upon the written request of the stockholders entitled to cast not less than a majority
of all the votes entitled to be cast at such meeting.
(b)
Stockholder Requested Special Meetings. (1) Any stockholder of record (a ”stockholder of record”) is hereby
defined for all purposes of these Bylaws as a stockholder whose name and address appears on the Corporation’s stock ledger pursuant
to Article VI hereof) 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 writing), shall bear the date of signature of each such stockholder
(or such agent) and shall set forth all information relating to each such stockholder that must be disclosed in solicitations of proxies
for election of Directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case
pursuant to Regulation 14A (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 twenty 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 twenty days after the date on which a valid Record Date Request
Notice is received, fails to adopt a resolution fixing the Request Record Date and make a public announcement of such Request Record Date,
the Request Record Date shall be the close of business on the twentieth day after the first date on which the Record Date Request Notice
is received by the Secretary.
(2)
In order for any stockholder to request a special meeting, one or more written requests for a special meeting signed by stockholders
of record (or their agents duly authorized in writing) as of the Request Record Date entitled to cast not less than a majority (the “Special
Meeting Percentage”) of all of the votes entitled to be cast at such meeting (the “Special Meeting Request”) shall be
delivered to the Secretary. In addition, the Special Meeting Request shall set forth the purpose of the meeting and the matters proposed
to be acted on at it (which shall be limited to the matters set forth in the Record Date Request Notice received by the Secretary), shall
bear the date of signature of each such stockholder (or such agent) signing the Special Meeting Request, shall set forth the name and
address, as they appear in the Corporation’s books, of each stockholder signing such request (or on whose behalf the Special Meeting
Request is signed), the class, series and number of all shares of stock of the Corporation which are owned by each such stockholder, and
the nominee holder for, and number of, shares owned by such stockholder beneficially but not of record, shall be sent to the Secretary
by registered mail, return receipt requested, and shall be received by the Secretary within 60 days after the Request Record Date. Any
requesting stockholder may revoke his, her or its request for a special meeting at any time by written revocation delivered to the Secretary.
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Bylaws As Amended December 13, 2023
(3)
The Secretary shall inform the requesting stockholders of the reasonably estimated cost of preparing and mailing the notice of
meeting (including the Corporation’s proxy materials). Notwithstanding anything to the contrary herein, 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 Article II, Section 3(b), the Secretary receives payment of such reasonably estimated cost prior to
the mailing of any notice of the meeting.
(4)
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, date and time as may be designated by the Board of Directors; provided, however, that the date
of any Stockholder Requested Meeting shall be not more than 90 days after the record date for such meeting (the “Meeting Record
Date”); and provided further that if the Board of Directors fails to designate, within twenty days after the date that a valid Special
Meeting Request is actually received by the Secretary (the “Delivery Date”), a date and time for a Stockholder Requested Meeting,
then such meeting shall be held at 2:00 p.m. local time on the 90th day after the Meeting Record Date or, if such 90th day is not a Business
Day (as defined below), on the first preceding Business Day; and provided further that in the event that the Board of Directors fails
to designate a place for a Stockholder Requested Meeting within twenty 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 of Directors, President
or Board of Directors may consider such factors as he, she or it deems relevant within the good faith exercise of business judgment, including,
without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for 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.
(5)
If written revocations of requests for the special meeting have been delivered to the Secretary and the result is that stockholders
of record (or their agents duly authorized in writing), as of the Request Record Date, entitled to cast less than the Special Meeting
Percentage have delivered, and not revoked, requests for a special meeting to the Secretary, the Secretary shall: (i) if the notice of
meeting has not already been mailed, refrain from mailing the notice of the meeting and send to all requesting stockholders who have not
revoked such requests written notice of such revocation of a request for the special meeting, generally without identifying from whom
the revocation was received, or (ii) if the notice of meeting has been mailed, revoke the notice of the meeting at any time before the
commencement of the meeting. Any request for a special meeting received after the occurrence of (i) or (ii) above shall be considered
a new Record Date Request Notice pursuant to Article II, Section 3 hereof.
(6)
The Chairman of the Board of Directors, the President or the Board of Directors may appoint 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) ten Business Days after receipt by the Secretary of such
purported request and (ii) such date as the independent inspectors
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Bylaws As Amended December 13, 2023
certify to the Corporation as to whether
the valid requests received by the Secretary represent at least a majority of the issued and outstanding shares of stock that would be
entitled to vote at such meeting. Nothing contained in this paragraph (6) shall in any way be construed to suggest or imply that the Corporation
or any stockholder shall not be entitled to contest the validity of any request, whether during or after such ten Business Day period,
or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto,
and the seeking of injunctive relief in such litigation).
(7)
For purposes of these Bylaws, “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking
institutions in the State of Maryland are authorized or obligated by law or executive order to close.
Section
4. Notice of Meetings. The Secretary shall cause written or printed notice of the place, date and hour, and, in the case of a
special meeting, the purpose or purposes for which the meeting is called, to be given, not less than 10 and not more than 90 days before
the date of the meeting, to each stockholder entitled to vote at, or entitled to notice of, such meeting by leaving the same with such
stockholder or at such stockholder’s residence or usual place of business or by mailing it, postage prepaid, and addressed to such
stockholder at his address as it appears on the records of the Corporation at the time of such mailing, or by transmitting it to the stockholder
by electronic mail to any electronic mail address of the stockholder or by any other electronic means. If mailed, notice shall be deemed
to be given when deposited in the United States mail addressed to the stockholder as aforesaid. Notice of any stockholders’ meeting
need not be given to any stockholder who shall sign a written waiver of such notice either before or after the time of such meeting, which
waiver shall be filed with the records of such meeting, or to any stockholder who is present at such meeting in person or by proxy. Notice
of adjournment of a stockholders’ meeting to another time or place need not be given if such time and place are announced at the
meeting. Irregularities in the notice of any meeting to, or the non-receipt of any such notice by, any of the stockholders shall not invalidate
any action otherwise properly taken by or at such meeting.
Section
5. Quorum; Adjournment of Meetings. At any meeting of stockholders, the presence in person or by proxy of stockholders entitled
to cast one-third of all the votes entitled to be cast at such meeting shall constitute a quorum, except with respect to any matter which,
under applicable statutes or regulatory requirements, requires approval by a separate vote of one or more classes or series of stock,
in which case the presence in person or by proxy of stockholders entitled to cast one-third of all the votes entitled to be cast by each
class or series entitled to vote as a separate class or series on the matter shall constitute a quorum; but this section shall not affect
any requirement under any statute or the charter (the “Charter”) of the Corporation for the vote necessary for the adoption
of any measure. A stockholders’ meeting may be postponed before it is convened by making a public announcement (as defined in Section
12(c)(3) of this Article II) of such postponement 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 Section 4 of this Article II. A stockholders’
meeting may be adjourned after it is convened by the chairman of the meeting one or more times for any reason, including the failure of
a quorum to be present at the meeting or the failure of any proposal to receive sufficient votes for approval without further notice to
a date not more than 120 days after the original record date. A stockholders’
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Bylaws As Amended December 13, 2023
meeting may be adjourned or recessed
by the chairman of the meeting as to one or more proposals regardless of whether action has been taken on other matters. No notice of
adjournment or recess of a meeting to another time or place need be given to stockholders if such time and place are announced at the
meeting at which the adjournment or recess is taken. Any business that might have been transacted at the original meeting may be transacted
at any postponed, adjourned, or recessed meeting. If, after the postponement or adjournment, a new record date is fixed for the postponed
or adjourned meeting, the secretary shall give notice of the postponed or adjourned meeting to stockholders of record entitled to vote
at such meeting. Any irregularities in the notice of any meeting or the nonreceipt of any such notice by any of the stockholders shall
not invalidate any action otherwise properly taken at any such meeting.
The stockholders
present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a quorum.
Section
6. Voting. Unless otherwise provided by the Charter, each outstanding share or fraction thereof, regardless of class, shall be
entitled to one vote or fraction thereof, as the case may be, on each matter submitted to a vote of the stockholders. 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 matter which may
properly come before the meeting, unless more than a majority of votes cast is required by statute or the Charter or these Bylaws of the
Corporation. The vote upon any question shall be by ballot whenever requested by any person entitled to vote, but, unless such a request
is made, voting may be conducted in any way approved by the meeting. Abstentions and broker non-votes will be included for purposes of
determining whether a quorum is present at a Shareholders’ meeting but will not be treated as votes cast. Abstentions and broker
non-votes, therefore, will have no effect on proposals which require a plurality or majority of votes cast for approval, but will have
the same effect as a vote “against” on proposals requiring a majority or other specified percentage of outstanding voting
securities for approval.
Section 7. Inspectors.
The Board of Directors, in advance of any meeting, may, but need not, appoint one or more individual inspectors or one or more entities
that designate individuals as inspectors to act at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed,
the chairman of the meeting may appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear
or act, the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting or at the meeting by the chairman
of the meeting. Each inspector so appointed shall first subscribe an oath or affirmation to execute faithfully the duties of inspector
at such election with strict impartiality and according to the best of his ability, and shall after the election make a certificate of
the result of the vote taken. No candidate for the office of Director shall be appointed such inspector.
The inspectors, if
any, shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence
of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts
as are proper to conduct the election or vote with fairness to all stockholders. Each such report shall be in writing and signed by him
or her or by a majority of them if there is more than one inspector
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Bylaws As Amended December 13, 2023
acting at such meeting. If there is
more than one inspector, the report of a majority shall be the report of the inspectors. The determination of such inspector or inspectors
as to the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum,
the form, validity and effect of proxies or ballots, all challenges and questions arising in connection with the right to vote, the count
or tabulation of all votes, ballots or consents, and all other matters upon which their certificate would be based shall be deemed final
and conclusive, and such inspectors’ determinations shall not be subject to challenge or review prior to or following the issuance
of their certificate, unless such challenge or review is approved by the vote of a majority of the Board of Directors.
Section 8.
Stockholders Entitled to Vote. If the Board of Directors sets a record date for the determination of stockholders entitled to
notice of or to vote at any stockholders’ meeting in accordance with these Bylaws, each stockholder of the Corporation shall be
entitled to vote, in person or by proxy, each share of stock standing in his name on the books of the Corporation on such record date.
If no record date has been fixed, the record date for the determination of stockholders entitled to notice of or to vote at a meeting
of stockholders shall be the later of the close of business on the day on which notice of the meeting is mailed or the thirtieth day before
the meeting, or, if notice is waived by all stockholders, at the close of business on the tenth day next preceding the day on which the
meeting is held.
Section
9. Validity of Proxies, Ballots. In an uncontested matter or election of directors, 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 proxy executed by the stockholder or the stockholder’s
duly authorized agent in any manner not prohibited by law. In a contested matter or election of directors, 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 written proxy signed by the stockholder.
Unless a proxy provides otherwise, it shall not be valid more than eleven months after its date. At every meeting of the stockholders,
all proxies shall be received and taken in charge of and all ballots shall be received and canvassed by the Secretary of the Corporation
or the person acting as secretary of the meeting before being voted, who shall decide all questions touching the qualification of voters,
the validity of the proxies and the acceptance or rejection of votes, unless an inspector of election has been appointed for the meeting
in which event such inspector of election shall decide all such questions.
Section 10.
Organization and Conduct of Stockholders’ Meetings. 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 of Directors
or, in the case of a vacancy in the office or absence or unwillingness of the Chairman of the Board of Directors, by one of the following
officers present at the meeting: the Vice Chairman of the Board of Directors, if there be one, the President, the officers of the Corporation
in their order of rank and seniority, 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, a person appointed by the Board of Directors or, in the absence of
such appointment, a person 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
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Bylaws As Amended December 13, 2023
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 and take such action as, in the discretion
of such chairman, are appropriate, 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) requiring proof of identification and ownership as a stockholder of
record or authorization as proxy; (d) 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;
(e) limiting the time allotted to questions or comments by participants; (f) maintaining order and security at the meeting; (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; and (h) recessing or adjourning the meeting to a later date and time and place announced at the meeting. 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 11.
Action Without a Meeting. Any action required or permitted to be taken by stockholders at a meeting of stockholders may be taken
without a meeting if (a) all stockholders entitled to vote on the matter consent to the action in writing, (b) all stockholders entitled
to notice of the meeting but not entitled to vote at it sign a written waiver of any right to dissent and (c) the consents and waivers
are filed with the records of the meetings of stockholders.
Section 12.
Advance Notice of Stockholder Nominations 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 provided for in this Article II, Section 12(a) and at the time of the annual meeting, who
is entitled to vote at the meeting and who has complied with this Article II, Section 12(a).
(2)
For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of
subsection (a)(1) of this Article II, Section 12, the stockholder must have given timely notice thereof in writing to the Secretary of
the Corporation and such other business must otherwise be a proper matter for action by the stockholders. To be timely, a stockholder’s
notice shall set forth all information required under this Article II, Section 12 and shall be delivered to the Secretary at the principal
executive office of the Corporation not less than 90 days nor more than 120 days prior to the first anniversary of the date of mailing
of the notice for preceding year’s annual meeting; provided, however, that in the event that either the date of the mailing of the
notice for the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the mailing of the
notice of the preceding year’s annual meeting or there was no annual meeting in the preceding year, notice
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Bylaws As Amended December 13, 2023
by the stockholder to be timely must
be so delivered not earlier than the 120th day prior to the date of the mailing of the notice of such annual meeting and not later than
the close of business on the later of the 90th day prior to the date of the mailing of the notice for such annual meeting or the tenth
day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement
of a postponement or adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described
above. Such stockholder’s notice shall set forth (i) as to each individual whom the stockholder proposes to nominate for election
or reelection as a Director, (A) the name, age, business address and residence address of such individual, (B) the class, series and number
of any shares of stock of the Corporation that are beneficially owned by such individual, (C) the date such shares were acquired and the
investment intent of such acquisition, (D) the determination of such stockholder as to whether any such individual is, or is not, an Interested
Person (as defined in Section 2(a)(19) of the Investment Company Act) of the Corporation, and information regarding such individual that
is sufficient, in the discretion of the Board of Directors or any committee thereof or any authorized officer of the Corporation, to verify
such determination, (E) sufficient information to enable the Nominating Committee of the Board of Directors to make the determination
as to the proposed nominee’s qualifications required under Article III, Section 2(b) of the Bylaws and (F) all other information
relating to such individual that is required to be disclosed in solicitations of proxies for election of Directors in an election contest
(even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision)
under the Exchange Act and the rules thereunder (including such individual’s written consent to being named in the proxy statement
as a nominee and to serving as a Director if elected); (ii) as to any other business that the stockholder proposes to bring before the
meeting, a description of the business desired to be brought before the meeting, the reasons for proposing such business at the meeting,
and any material interest in such business of such stockholder and any Stockholder Associated Person (as defined in subsection (c)(4)
of this Article II, Section 12, below), individually or in the aggregate, including any anticipated benefit to the stockholder and any
Stockholder Associated Person therefrom, (iii) as to the stockholder giving the notice and any Stockholder Associated Person, the class,
series and number of all shares of stock of the Corporation which are owned by such stockholder and by such Stockholder Associated Person,
if any, and the nominee holder for, and number of, shares owned beneficially but not of record by such stockholder and by any such Stockholder
Associated Person and (iv) as to the stockholder giving the notice and any Stockholder Associated Person covered by clauses (ii) or
(iii) of this paragraph (2) of this
Article II, Section 12(a), the name and address of such stockholder, as they appear on the Corporation’s stock ledger and current
name and address, if different, and of such Stockholder Associated Person.
(3)
Notwithstanding anything in this subsection (a) of this Article II, Section 12 to the contrary, in the event the Board of Directors
increases or decreases the number of Directors in accordance with Article III, Section 2(a) of these Bylaws, and there is no public announcement
of such action at least 100 days prior to the first anniversary of the date of the preceding year’s annual meeting, a stockholder’s
notice required by this Article II, 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
the close of business on the tenth day following the day on which such public announcement is first made by the Corporation.
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Bylaws As Amended December 13, 2023
(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 (i) pursuant to the Corporation’s
notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) provided that the Board of Directors has determined
that Directors shall be elected at such special meeting, by any stockholder of the Corporation who is a stockholder of record both at
the time of giving of notice provided for in this Article II, 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 Article II, 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 required by subsection (a)(2) of this Article II, 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 the
close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement
is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting.
In no event shall the public announcement of a postponement or adjournment of a special meeting commence a new time period for the giving
of a stockholder’s notice as described above.
(c)
General. (1) 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 shall provide, within five
Business Days of delivery of such request (or such other period as may be specified in such request), 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 pursuant to this Article II, Section 12. If a stockholder fails to provide such
written verification within such period, the information as to which written verification was requested may be deemed not to have been
provided in accordance with this Article II, Section 12.
(2)
Only such individuals who are nominated in accordance with this Article II, Section 12 shall be eligible for nomination for election
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 Article II, Section 12. The chairman of the meeting shall have the sole and final power to determine at any time
prior to or at the meeting 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 Article II, Section
12. No action by the Corporation or
any other person shall be deemed an amendment or waiver of the requirements of this Article II, Section 12 unless approved by a resolution
adopted by the Board of Directors.
(3)
For purposes of this Article II, Section 12, “public announcement” shall mean disclosure (i) reported by the Dow Jones
News Service, Associated Press or comparable news service, (ii) in a document publicly filed by the Corporation with the Securities and
Exchange Commission, or (iii) in a
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Bylaws As Amended December 13, 2023
document posted on the Corporation’s website or disseminated
by the Corporation through a press release distribution service.
(4)
For purposes of this Article II, Section 12, “Stockholder Associated Person” of any stockholder shall mean (i) any
person controlling, directly or indirectly, or 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 and (iii) any person controlling, controlled by or under common
control with such Stockholder Associated Person.
(5)
Notwithstanding the foregoing provisions of this Article II, Section 12, a stockholder shall also comply with all applicable requirements
of the Corporation’s Charter, and Bylaws (including without limitation Article III, Section 2 regarding qualifications), state law,
and of the Exchange Act and the Investment Company Act and any rules and regulations thereunder with respect to the matters set forth
in this Article II, Section 12. Nothing in this Article II, Section 12 shall be deemed to affect any right of a stockholder to request
inclusion of a proposal in, nor 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.
ARTICLE III
BOARD OF DIRECTORS
Section 1.
Powers. Except as otherwise provided by law, by the Charter or by these Bylaws, the business and affairs of the Corporation shall
be managed under the direction of, and all the powers of the Corporation shall be exercised by or under authority of, its Board of Directors.
Section 2. Terms of Directors: Qualifications.
(a)
Terms of Directors. (1) The total number of Directors of the Corporation shall be fixed only by the vote of the
Board of Directors, including the affirmative vote of a majority of the members of the Continuing Directors Committee, as defined in Article
IV, Section 7 of these Bylaws.
(2)
At each annual meeting of stockholders, the stockholders shall elect Directors to hold office until the next annual meeting of
stockholders and until their respective successors are elected and qualify. A Director not elected annually in accordance with Maryland
law shall be deemed to be continuing in office and not holding over under Section 2-405(a) of the Maryland General Corporation Law (the
“MGCL”) until after the time at which an annual meeting is required to be held.
(3)
This Article III, Section 2(a) may be amended, modified, repealed or supplemented only by the affirmative vote of a majority of
the Board of Directors, including the affirmative vote of a majority of the members of the Continuing Directors Committee.
Foxby Corp.
Bylaws As Amended December 13, 2023
(b)
Qualifications. (1) To qualify as a nominee for a directorship or election as a Director, an individual, at the time
of nomination or election as the case may be, (i)(A) shall be a resident United States citizen and have substantial expertise, experience
or relationships relevant to the business of the Corporation, (B) shall have a master’s degree in economics, finance, business administration
or accounting, a graduate professional degree in law from an accredited university or college in the United States or the equivalent degree
from an equivalent institution of higher learning in another country, or a certification as a public accountant in the United States,
or be deemed an "audit committee financial expert" as such term is defined in the Sarbanes-Oxley Act of 2002 (or other applicable
law); (C) shall not serve as a director or officer of another closed-end investment company unless such company is sponsored or managed
by the Corporation’s investment manager or investment adviser or by an affiliate of either; and
(D) shall not serve or have served within
the past three years as a director of any closed-end investment company which, while such individual was serving as a director or within
one year after the end of such service, ceased to be a closed-end investment company registered under the Investment Company Act, unless
such individual was initially nominated for election as a director by the board of directors of such closed-end investment company, or
(ii) shall be a current Director of the Corporation.
(2)
In addition, to qualify as a nominee for a directorship or election as a Director at the time of nomination or election as the
case may be, (i) an incumbent nominee shall not have violated any provision of the Conflicts of Interest and Corporate Opportunities Policy
(the “Policy”), adopted by the Board on July 8, 2003, as subsequently amended or modified, and (ii) an individual who is not
an incumbent Director shall not have a relationship, hold any position or office or otherwise engage in, or have engaged in, any activity
that would result in a violation of the Policy if the individual were elected as a Director.
(3)
In addition, to qualify as a nominee for a directorship or election as a Director at the time of nomination or election as the
case may be, a person shall not, if elected as a Director, cause the Corporation to be in violation of, or not in compliance with, applicable
law, regulation or regulatory interpretation, or the Corporation’s Charter, or any general policy adopted by the Board of Directors
regarding either retirement age or the percentage of Interested Persons and non-Interested Persons to comprise the Corporation’s
Board of Directors.
(4)
The Nominating Committee of the Board of Directors, in its sole discretion, shall determine whether an individual satisfies the
foregoing qualifications. Any individual not so nominated by the Nominating Committee of the Board of Directors shall be deemed not to
satisfy the foregoing qualifications, unless the Nominating Committee adopts a resolution setting forth the affirmative determination
that such individual satisfied the foregoing qualifications. Any individual who does not satisfy the qualifications set forth herein,
unless waived by the Nominating Committee, shall not be eligible for nomination or election as a Director and the selection and nomination,
or recommendation for nomination by the Board of Directors, of candidates for election by the Nominating Committee shall be deemed to
be its determination such qualifications are satisfied or waived for such candidate.
(c)
Election. Unless all nominees for Director are approved by a majority of the members of the Continuing Directors
Committee, the affirmative vote of the holders of at least 66 2/3% of the outstanding shares of all classes of voting stock, voting together,
shall be required to elect a Director.
Foxby Corp.
Bylaws As Amended December 13, 2023
If all nominees for Director are approved
by a majority of the members of the Continuing Directors Committee, a plurality of all the votes cast at a meeting at which a quorum is
present shall be sufficient to elect a Director.
Section 3.
Vacancies and Newly Created Directorships. Each vacancy on the Board of Directors of the Corporation may be filled only by the
affirmative vote of a majority of the remaining Directors in office, even if the remaining Directors do not constitute a quorum.
Section
4. Place of Meeting. The Directors may hold their meetings, have one or more offices, and keep the books of the Corporation at
any office or offices of the Corporation or at any other place as they may from time to time by resolution determine, or in the case of
meetings, as they may from time to time by resolution determine or as shall be specified or fixed in the respective notices or waivers
of notice thereof.
Section 5.
Annual and Regular Meetings. The annual meeting of the Board of Directors for choosing officers and transacting other proper business
shall be the next regularly scheduled Board meeting following the annual stockholders’ meeting, at such time and place as the Board
may determine. The Board of Directors from time to time may provide by resolution for the holding of regular meetings and fix their time
and place as the Board of Directors may determine. Notice of such annual and regular meetings need not be in writing, provided that notice
of any change in the time or place of such meetings shall be communicated promptly to each Director not present at the meeting at which
such change was made in the manner provided in Section 8 of this Article III for notice of special meetings. Members of the Board of Directors
or any committee designated thereby may participate in a meeting of such Board or committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation
by such means shall constitute presence in person at a meeting.
Section 6. Special
Meetings. Special meetings of the Board of Directors may be held at any time or place and for any purpose when called by the Chairman
of the Board, President or a majority of Directors then in office.
Section 7.
Notice. Notice of any special meeting of the Board of Directors shall be delivered personally or by telephone, electronic means
(including email, meeting invitation or otherwise), facsimile transmission, United States mail or courier to each Director at his or her
business or residence address. Notice by personal delivery, telephone, electronic means or facsimile transmission shall be given at least
24 hours prior to the meeting. Notice by United States mail shall be given at least three days prior to the meeting. Notice by courier
shall be given at least two 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 means notice shall
be deemed to be given upon transmission of the message to the electronic means 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
Foxby Corp.
Bylaws As Amended December 13, 2023
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.
Section
8. Waiver of Notice. No notice of any meeting of the Board of Directors or a committee of the Board need
be given to any Director who is present at the meeting or who waives notice of such meeting in writing (which waiver shall be filed with
the records of such meeting), either before or after the meeting.
Section
9. Quorum and Voting. At all meetings of the Board of Directors, the presence of a majority of the Directors
then in office shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Directors present
may adjourn the meeting, from time to time, until a quorum shall be present. The action of a majority of 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 law, by the Charter or by these Bylaws. If enough Directors have withdrawn from a meeting to leave less than a quorum
but the meeting is not adjourned, the action of a majority of Directors, which is not less than the number necessary to approve the matter
if a quorum were constituted, shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required
for such action by applicable statute or by the Charter.
Section 10.
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee
thereof may be taken without a meeting if a consent to such action is executed in writing or by electronic means by all Directors of the
Board or of any committee, as the case may be, and such consent is filed with the minutes of proceedings of the Board or committee.
Section 11.
Compensation of Directors. Except as otherwise provided in this Article III, Section 11, Directors shall be entitled to receive
such compensation from the Corporation for their services as may from time to time be determined by resolution of the Board of Directors.
A Director who is an Affiliated Person of a holder of more than 5% of the outstanding shares of the Corporation shall not be entitled
to fees or expenses arising out of service as a Director of the Corporation.
Section 12.
Director Duties and Oversight. In accordance with Section 2-405.1(c) of the MGCL, the Directors have the duty to act (i) in
good faith, (ii) in a manner the Directors reasonably believe to be in the best interests of the Corporation, and (iii) with the care
that an ordinarily prudent person in a like position would use under similar circumstances. Any Director acting in accordance with the
standard of conduct provided in this Article III, Section 12 shall have the immunity from liability described under Section 5-417 of the
Courts and Judicial Proceedings Act. Under the standard of conduct provided in this Article III, Section 12, the Directors have no duty
to take action to narrow any discount by which the Corporation’s shares may trade to the net asset value of such shares, nor do
the Directors have any obligation to consider measures to narrow such discount as part of their normal oversight functions.
Foxby Corp.
Bylaws As Amended December 13, 2023
ARTICLE IV
COMMITTEES
Section 1.
Number, Tenure and Qualifications. The Board of Directors may appoint from among its members an Executive Committee, a Continuing
Directors Committee, an Audit 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 IV any of the powers of
the Board of Directors, except as prohibited by law.
Section 3. Meeting.
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 other 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.
Section 4.
Telephone Meeting. Members of a committee of the Board of Directors may participate in a meeting by means of a conference telephone
or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in
a meeting by these means shall constitute presence in person at the meeting.
Section 5. Written
Consent by Committee. 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 to such action is executed in writing or by electronic means by each member of the committee
and such written consent is 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 all vacancies, to designate alternate members to replace any absent or disqualified member or to dissolve any such committee.
Section 7.
Continuing Directors Committee. There shall be a Continuing Directors Committee of the Board which shall have the power to
take all actions delegated to the Continuing Directors Committee by the Board of Directors, as stated in these Bylaws. The members of
the Continuing Directors Committee (the “Continuing Directors”) shall consist solely of: (1) each of Jon Tomasson, Peter K.
Werner, Roger A. Atkinson, and Thomas B. Winmill (each, an “Initial Director”); (2) a Director whose appointment or nomination
was approved by a majority of the Initial Directors; and (3) a Director whose appointment or nomination was approved by a majority of
the Continuing Directors.
Foxby Corp.
Bylaws As Amended December 13, 2023
Section 8. Executive
Committee. Unless otherwise provided by resolution of the Board of Directors, the Executive Committee shall exercise the powers
of the Board of Directors between meetings of the Board to the extent permitted by law to be delegated and not delegated by the Board
to any other committee.
ARTICLE V
OFFICERS
Section
1. General. The officers of the Corporation shall be a President, a Secretary and a Treasurer, and may include one or more Vice
Chairman, Vice Presidents, Assistant Secretaries or Assistant Treasurers, and such other officers as may be appointed in accordance with
the provisions of Section 10 of this Article V.
Section
2. Election, Tenure, and Qualifications. The officers of the Corporation, except those appointed as provided in Section 10 of
this Article V, shall be elected by the Board of Directors at any time. Except as otherwise provided in this Article V, each officer shall
hold office until his successor shall have been elected and qualified. Any person may hold one or more offices of the Corporation except
the offices of President and Vice President. Only members of the Continuing Directors Committee qualify for the offices of Chairman, Vice
Chairman, and President.
Section 3. Removal
and Resignation. Whenever in the judgment of the Board of Directors the best interest of the Corporation will be served thereby,
any officer may be removed from office by the vote of a majority of the members of the Board of Directors, or the Executive Committee,
given at any time. Any officer may resign his office at any time by delivering a written resignation to the Board of Directors, the President,
the Secretary, or any Assistant Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery. Such
resignation shall be without prejudice to the contract rights, if any, of the Corporation.
Section 4.
President. The President shall be the chief executive officer of the Corporation and, in the absence or unwillingness of the Chairman
of the Board or Vice Chairman or if no Chairman of the Board or Vice Chairman has been elected, shall preside at all stockholders’
meetings. Subject to the supervision of the Board of Directors, the President shall have general charge of the business, affairs and property
of the Corporation and general supervision over its officers, employees and agents. The President may sign in the name and on behalf of
the Corporation all deeds, bonds, contracts, or agreements. The President shall exercise such other powers and perform such other duties
as from time to time may be assigned to him by the Board of Directors.
Section 5.
Chairman. The Chairman shall be the Chairman of the Board of Directors and shall preside at all Directors’ meetings and
stockholders’ meetings. He may sign in the name and on behalf of the Corporation all deeds, bonds, contracts, or agreements. He
shall exercise such other powers and perform such other duties, or delegate them as permitted by law or the Board of Directors, as from
time to time may be assigned to him by the Board of Directors.
Foxby Corp.
Bylaws As Amended December 13, 2023
Section 6. Vice Chairman. The
Board of Directors may from time to time elect from among the members of the Continuing Directors Committee a Vice Chairman who shall
have such powers and perform such duties as from time to time may be assigned to him by the Board of Directors, Chairman of the Board
or the President. At the request of, or in the absence or unwillingness or in the event of the disability of the Chairman of the Board,
the Vice Chairman may perform all the duties of the Chairman of the Board or the President and, when so acting, shall have all the powers
of and be subject to all the restrictions upon such representative officers.
Section
7. Vice President. The Board of Directors may from time to time elect one or more Vice Presidents who shall have such powers and
perform such duties as from time to time may be assigned to them by the Board of Directors or the President, as the case may be. At the
request or in the absence or disability of the President, as the case may be, the Vice President (or, if there are two or more Vice Presidents,
then the senior of the Vice Presidents present and able to act) may perform all 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.
Section 8.
Treasurer and Assistant Treasurers. The Treasurer shall be the principal financial and accounting officer of the Corporation and
shall have general charge of the finances and books of account of the Corporation. Except as otherwise provided by the Board of Directors,
he shall have general supervision of the funds and property of the Corporation and of the performance by the Custodian of its duties with
respect thereto. He shall render to the Board of Directors, whenever directed by the Board, an account of the financial condition of the
Corporation and of all his transactions as Treasurer; and as soon as possible after the close of each fiscal year he shall make and submit
to the Board of Directors a like report for such fiscal year. He shall perform all acts incidental to the Office of Treasurer, subject
to the control of the Board of Directors.
Any Assistant Treasurer may perform
such duties of the Treasurer as the Treasurer or the Board of Directors may assign, and, in the absence of the Treasurer, he may perform
all the duties of the Treasurer.
Section
9. Secretary and Assistant Secretaries. The Secretary shall attend to the giving and serving of all notices of the Corporation
and shall record all proceedings of the meetings of the stockholders and Directors in books to be kept for that purpose. He shall keep
in safe custody the seal of the Corporation, and shall have charge of the records of the Corporation, including the stock books and such
other books and papers as the Board of Directors may direct and such books, reports, certificates and other documents required by law
to be kept, all of which shall at all reasonable times be open to inspection by any Director. He shall perform such other duties as appertain
to his office or as may be required by the Board of Directors.
Any Assistant Secretary may perform
such duties of the Secretary as the Secretary or the Board of Directors may assign, and, in the absence of the Secretary, he may perform
all the duties of the Secretary.
Foxby Corp.
Bylaws As Amended December 13, 2023
Section 10.
Subordinate Officers. The Board of Directors from time to time may appoint such other officers or agents as it may deem advisable,
each of whom shall have such title, hold office for such period, have such authority and perform such duties as the Board of Directors
may determine. The Board of Directors from time to time may delegate to one or more officers or agents the power to appoint any such subordinate
officers or agents and to prescribe their respective rights, terms of office, authorities and duties.
Section
11. Remuneration. The salaries or other compensation of the officers of the Corporation shall be fixed from time to time by resolution
of the Board of Directors, except that the Board of Directors may by resolution delegate to any person or group of persons the power to
fix the salaries or other compensation of any subordinate officers or agents appointed in accordance with the provisions of Section 10
of this Article V.
Section 12.
Surety Bonds. The Board of Directors may require any officer or agent of the Corporation to execute a bond (including, without
limitation, any bond required by the Investment Company Act and the rules and regulations of the Securities and Exchange Commission) to
the Corporation in such sum and with such surety or sureties as the Board of Directors may determine, conditioned upon the faithful performance
of his duties to the Corporation, including responsibility for negligence and for the accounting of any of the Corporation’s property,
funds or securities that may come into his hands.
ARTICLE VI
STOCK
Section
1. Shares of Stock. The interest of each stockholder of the Corporation shall be represented by shares of stock in such form as
the Board of Directors may from time to time prescribe. The Board of Directors may authorize the issuance of certificated and uncertificated
shares by the Corporation, and may prescribe procedures for the issuance and registration or transfer thereof, and with respect to such
other matters relating to certificated and uncertificated shares as the Board of Directors may deem appropriate. No such authorization
shall affect previously issued and outstanding shares represented by certificates until such certificates shall have been surrendered
to the Corporation.
In the event that
the Board of Directors authorizes the issuance of uncertificated shares of stock, the Board of Directors may, in its discretion and at
any time, discontinue or re-continue the issuance of share certificates and may, by written notice to the registered owners of each certificated
share, require the surrender of share certificates to the Corporation for cancellation. Such surrender and cancellation shall not affect
the ownership of shares of the Corporation.
Foxby Corp.
Bylaws As Amended December 13, 2023
Section 2.
Transfer of Shares. Shares of the Corporation shall be transferable on the books of the Corporation by the holder thereof in person
or by his duly authorized attorney or legal representative
(i) if a certificate or certificates
have been issued, upon surrender and cancellation of a certificate or certificates for the same number of shares of the same class, duly
endorsed or accompanied by proper instruments of assignment and transfer, with such proof of the authenticity of the signature as the
Corporation or its agents may reasonably require, or (ii) as otherwise prescribed by the Board of Directors. The shares of stock of the
Corporation may be freely transferred, and the Board of Directors may, from time to time, adopt rules and regulations with reference to
the method of transfer of the shares of stock of the Corporation. The Corporation shall be entitled to treat the holder of record of any
share of stock as the absolute owner thereof for all purposes, and accordingly shall not be bound to recognize any legal, equitable or
other claim or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except
as otherwise expressly provided by law or the statutes of the State of Maryland.
Section
3. Stock Ledgers. The stock ledgers of the Corporation, containing the names and addresses of the stockholders and the number
of shares held by them respectively, shall be kept at the principal office of the Corporation or, if the Corporation employs a transfer
agent, at the offices of the transfer agent of the Corporation. The stock ledgers of the Corporation shall be considered confidential
and shall not be made available, except as required by applicable law to be made available to stockholders of record for a proper purpose
in such capacity.
Section 4. Transfer
Agents and Registrars. The Board of Directors may from time to time appoint or remove transfer agents and/or registrars of transfers
of shares of stock of the Corporation, and it may appoint the same person as both transfer agent and registrar.
Section 5.
Fixing of Record Date. The Board of Directors may fix in advance a date as a record date for the determination of the stockholders
entitled to notice of, or to vote at, any stockholders’ meeting or any adjournment thereof, or to express consent to corporate action
in writing without a meeting, or to receive payment of any dividend or other distribution or to be allotted any other rights, or for the
purpose of any other lawful action, provided that (1) such record date shall not exceed 90 days preceding the date on which the particular
action requiring such determination will be taken; (2) the transfer books shall remain open regardless of the fixing of a record date;
and (3) in the case of a meeting of stockholders, the record date shall be at least 10 days before the date of the meeting.
Section
6. Lost, Stolen or Destroyed Certificates. In the event that the Board of Directors discontinues the issuance of share certificates,
thereafter shares represented by lost, stolen, or destroyed certificates shall be deemed registered and transferrable on the books of
Corporation. Before registering shares represented by lost, stolen, or destroyed certificates on the books of Corporation, the Board of
Directors or any officer authorized by the Board may, in its discretion, require the owner of the lost, stolen or destroyed certificate
(or his legal representative) to give the Corporation a bond or other indemnity, in such form and in such amount as the Board or any such
officer may direct and with such surety or sureties as may be satisfactory to the Board or any such officer, sufficient to indemnify the
Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate.
Foxby Corp.
Bylaws As Amended December 13, 2023
ARTICLE VII
FISCAL YEAR AND ACCOUNTANT
Section 1. Fiscal
Year. The fiscal year of the Corporation shall, unless otherwise ordered by the Board of Directors, be twelve calendar months
ending on the 31st day of December.
Section
2. Accountant. The Corporation shall employ an independent public accountant or a firm of independent public accountants as its
Accountants to examine the accounts and financial statements of the Corporation. The employment of the Accountant shall be conditioned
upon the right of the Corporation to terminate the employment forthwith without any penalty by vote of a majority of the outstanding voting
securities at any stockholders’ meeting called for that purpose.
ARTICLE VIII
INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
To the maximum
extent permitted by Maryland law and the Investment Company Act, 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 current or former member of the Continuing Directors Committee, officer,
employee or agent of the Corporation and who is made a party to the proceeding by reason of his or her service in that capacity or (b)
any individual who, while a member of the Continuing Directors Committee, officer, employee or agent of the Corporation and at the request
of the Corporation, serves or has served in a similar capacity for another entity and who is made a party to the proceeding by reason
of his or her service in that capacity. The Corporation may, with the approval of its Board of Directors as set forth below, provide such
indemnification and advance for expenses to a member of the Continuing Directors Committee who served a predecessor of the Corporation
in any of the capacities described in (a) or (b) above and to any officer, employee or agent of a predecessor of the Corporation.
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.
No provision of this Article VIII shall
be effective to protect or purport to protect any Director or officer of the Corporation against liability to the Corporation or its stockholders
to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his or her office.
Notwithstanding the foregoing, no determination
or resolution required or permitted to be made with respect to the indemnification or advance of expenses to any individual as set forth
above shall
Foxby Corp.
Bylaws As Amended December 13, 2023
be valid unless such resolution is adopted or determination
made by the affirmative vote of at least a majority of the Board of Directors which includes the affirmative vote of at least a majority
of the members of the Continuing Directors Committee.
ARTICLE IX
ADOPTION, ALTERATION OR REPEAL OF BYLAWS
Except as otherwise expressly
provided in 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; provided, however, that any such action of the Board of Directors shall include the affirmative vote of at least
a majority of the members of the Continuing Directors Committee.
ARTICLE X
EXCLUSIVE FORUM
Unless the Corporation consents in
writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland (or, in the event that the Circuit Court
does not have jurisdiction, other state courts of the State of Maryland) shall, to the fullest extent permitted by law, be the sole and
exclusive forum for (i) any Internal Corporate Claim, as such term is defined in Section 1-101(p) of the MGCL, or any successor provision
thereof, (ii) any derivative action or proceeding brought on behalf of the Corporation, (iii) any action asserting a claim of breach of
any duty owed by any Director or officer or other employee of the Corporation to the Corporation or to the stockholders of the Corporation,
(iv) 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 MGCL, the Charter or these Bylaws, or federal law, including the Investment Company Act, (v) any action to interpret,
apply, enforce or determine the validity of the Charter or these Bylaws, or (vi) any action asserting a claim against the Corporation
or any Director or officer or other employee of the Corporation that is governed by the internal affairs doctrine. Notwithstanding the
foregoing, none of the foregoing actions, claims or proceedings may be brought in any federal or state court sitting outside the State
of Maryland unless the Corporation consents in writing to such court.
If any action within the scope of this
Article is filed in a court other than a court located within the State of Maryland (a “Foreign Action”) in the name of any
stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state courts located within the
State of Maryland in connection with any action brought in any such court to enforce this Article X, and (ii) having service of process
made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such
stockholder.
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