___________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 24, 2014
EQUUS TOTAL RETURN, INC.
(Exact Name of Registrant as Specified in its
Charter)
Delaware |
814-00098 |
76-0345915 |
(State or Other Jurisdiction |
(Commission File |
(IRS Employer |
Of Incorporation) |
Number) |
Identification No.) |
Eight Greenway Plaza, Suite 930, Houston,
Texas |
77046 |
(Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (713) 529-0900
N/A
(Former Name or Former Address,
if Changed Since Last Report)
Check the appropriate box below if the Form 8-k filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 24, 2014, Equus Total Return, Inc. (the
“Fund”) and its Board of Directors (“Board”) appointed Robert L. Knauss, an independent director, as its
Chairman, effective immediately. A summary of Mr. Knauss’ business background and experience is as follows:
Mr. Knauss has served as an independent director
of the Fund since 1991 and as the Chairman of the Fund’s independent directors since June 2010. From 1998 to 2003, Mr. Knauss
was Chairman of the Board of Philip Services Corp. (industrial services), and Chairman of the Board and CEO of Baltic International
USA, Inc. from 1995 to 2003. During the past twenty years, Mr. Knauss has served on the Boards of Directors of eight public companies.
Mr. Knauss was the former Dean and Distinguished University Professor of University of Houston Law School and was also Dean of
Vanderbilt Law School.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On June 24, 2014, the Board amended and restated
its Bylaws to eliminate the title of Executive Chairman from the list of officers that may be appointed by the Board.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
3.2 Amended and Restated Bylaws of Equus Total Return, Inc.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Equus Total Return, Inc. |
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Date: June 27, 2014 |
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By: /s/ Kenneth I. Denos |
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Name: Kenneth I. Denos |
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Title: Secretary |
Exhibit 3.2
AMENDED AND RESTATED
BY-LAWS
OF
EQUUS TOTAL RETURN,
INC.
ARTICLE I
OFFICES
SECTION 1.1. REGISTERED OFFICE. The
registered office of the Corporation required by the General Corporation Law of the State of Delaware to be maintained in the State
of Delaware shall be the registered office named in the original Certificate of Incorporation of the Corporation, or such other
office as may be designated from time to time by the Board of Directors in the manner provided by law. Should the Corporation maintain
a principal office or place of business within the State of Delaware, such registered office need not be identical to such principal
office or place of business of the Corporation.
SECTION 1.2. OTHER OFFICES. The Corporation
may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time
to time determine or the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 2.1. PLACE OF MEETINGS. All
meetings of the stockholders shall be held at the principal office of the Corporation, or at such other place either within or
without the State of Delaware and at such date and time as shall be designated from time to time by the Board of Directors and
stated in the notice or waivers of notice of the meeting.
SECTION 2.2. VOTING LIST. The officer
who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders,
a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order for each class of stock, and
showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be
opened to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall
be specified in the notice, or if not so specified, at the place where the meeting is to be held. The list shall also be produced
and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.
SECTION 2.3. ANNUAL MEETINGS. An annual
meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such
other business as may properly come before the meeting, shall be held at such place, within or without the State of Delaware, on
such date, and at such time as the Board of Directors shall fix each year and set forth in the notice of the meeting, which date
shall be within 13 months subsequent to the later of the date of incorporation or the last annual meeting of stockholders.
SECTION 2.4. SPECIAL MEETING. Special meetings
of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation
may be called by the Chairman of the Board (if any), by the Chief Executive Officer, or by the Board of Directors, but such special
meetings may not be called by any other person or persons. The Chairman, Chief Executive Officer, or Board so calling any such
meeting shall fix the date and time of, and the place (either within or without the State of Delaware) for, the meeting.
SECTION 2.5. NOTICE OF MEETING. Written
notice of the annual, and each special meeting of stockholders, stating the place, date and hour and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder entitled to vote thereat,
not less than ten nor more
than 60 days before the meeting. Such notice
may be delivered either personally or by mail. If mailed, notice is given when deposited in the United States mail, postage prepaid,
directed to the stockholder at his address as it appears on the records of the Corporation.
SECTION 2.6. QUORUM. The holders of
thirty four percent (34%) of the stock issued and outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at any meeting of stockholders for the transaction of business except as otherwise provided by
statute or by the Certificate of Incorporation. The stockholders present at a duly organized meeting may continue to transact business
until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.
Notwithstanding the other provisions
of the Certificate of Incorporation or these By-laws, the chairman of the meeting or the holders of a majority of the shares of
stock, present in person or represented by proxy, although not constituting a quorum, shall have the power to postpone or recess
the meeting from time to time, without notice other than announcement at the meeting of the date, time, and place of the postponed
or recessed meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been
transacted at the meeting as originally notified.
SECTION 2.7. VOTING. When a quorum is
present at any meeting of the stockholders, the vote of the holders of a majority of the stock having voting power present in person
or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express
provision of the statutes, of the Certificate of Incorporation or of these by-laws, a different vote is required, in which case
such express provision shall govern and control the decision of such question. Where a separate vote by class is required, the
affirmative vote of the majority of shares of such class present in person or represented by proxy at the meeting shall be the
act of such class. Every stockholder having the right to vote at a meeting of stockholders or to express consent or dissent to
a corporate action in writing without a meeting shall be entitled to vote in person, or by proxy appointed by an instrument in
writing subscribed by such stockholder, bearing a date not more than three years prior to voting, unless such instrument provides
for a longer period, and filed with the Secretary of the Corporation, or such other officer as the Board of Directors may from
time to time determine by resolution, before, or at the time of, the meeting.
All proxies shall be received and taken
charge of and all ballots shall be received and canvassed by the secretary of the meeting who shall decide all questions touching
upon the qualification of voters, the validity of the proxies, and the acceptance or rejection of votes, unless an inspector or
inspectors shall have been appointed by the chairman of the meeting, in which event such inspector or inspectors shall decide all
such questions. Each proxy shall be revocable unless expressly provided therein to be irrevocable and coupled with an interest
sufficient in law to support an irrevocable power.
If such instrument shall designate two or
more persons to act as proxies, unless such instrument shall provide the contrary, a majority of such persons present at any meeting
at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby
conferred, or if only one be present, then such powers may be exercised by that one, or, if an even number attend and a majority
do not agree on any particular issue, each proxy so attending shall be entitled to exercise such powers in respect of the same
portion of the shares as he is of the proxies representing such shares.
SECTION 2.8. CONSENT OF STOCKHOLDERS.
Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting
of stockholders of the Corporation or any action which may be taken at any annual or special meeting of such stockholders, other
than matters that are required by the Investment Company Act of 1940 (the “Investment Company Act”) to be considered
at meetings held in person, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting
forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be
given by the Secretary of the Corporation to those stockholders who have not consented in writing.
SECTION 2.9. VOTING OF STOCK OF CERTAIN
HOLDERS; ELECTIONS; INSPECTORS. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer,
agent or proxy as the by-laws of such corporation may prescribe, or in the absence of such provision, as the Board of Directors
of such corporation may determine. Shares standing in the name of a deceased person may be voted by the executor or administrator
of such deceased person, either in person or by proxy. Shares standing in the name of a guardian, conservator or trustee may be
voted by such fiduciary, either in person or by proxy, but no fiduciary shall be entitled to vote shares held in such fiduciary
capacity without a transfer of such shares into the name of such fiduciary. Shares standing in the name of a receiver may be voted
by such receiver. A stockholder whose shares are pledged shall be entitled to vote such shares, unless in the transfer by the pledgor
on the books of the Corporation, he has expressly empowered the pledgee to vote thereon, in which case only the pledgee, or his
proxy, may represent the stock and vote thereon.
If shares or other securities having
voting power stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants,
tenants in common, tenants by the entirety or otherwise, or if two or more persons have the same fiduciary relationship respecting
the same shares, unless the Secretary of the Corporation is given written notice to the contrary and is furnished with a copy of
the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting
shall have the following effect:
(a) If only one votes, his
act binds all;
(b) If more than one vote,
the act of the majority so voting binds all;
(c) If more than one vote,
but the vote is evenly split on any particular matter, each fraction may vote the securities in question proportionally, or any
person voting the shares, or a beneficiary, if any, may apply to the Court of Chancery or such other court as may have jurisdiction
to appoint an additional person to act with the persons so voting the shares, which shall then be voted as determined by a majority
of such persons and the person appointed by the Court. If the instrument so filed shows that any such tenancy is held in unequal
interests, a majority or even-split for the purpose of this subsection shall be a majority of even-split in interest.
All voting, except as required by the Certificate
of Incorporation or where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefor by stockholders
holding a majority of the issued and outstanding stock present in person or by proxy at any meeting a stock vote shall be taken.
Every stock vote shall be taken by written ballots, each of which shall state the name of the stockholder or proxy voting and such
other information as may be required under the procedure established for the meeting. All elections of directors shall be by ballot,
unless otherwise provided in the Certificate of Incorporation.
At any meeting at which a vote is taken
by ballots, the chairman of the meeting may appoint one or more inspectors, each of whom shall subscribe an oath or affirmation
to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of his ability.
Such inspector shall receive the ballots, count the votes and make and sign a certificate of the result thereof. The chairman of
the meeting may appoint any person to serve as inspector, except no candidate for the office of director shall be appointed as
inspector.
Unless otherwise provided in the Certificate
of Incorporation, cumulative voting for the election of directors shall be prohibited.
SECTION 2.10. CONDUCT OF MEETING. The
meetings of the stockholders shall be presided over by the Chairman of the Board (if any), or if he is not present, by the Chief
Executive Officer, or if neither the Chairman of the Board (if any), nor Chief Executive Officer is present, by a chairman elected
at the meeting. The Secretary of the Corporation, if present, shall act as secretary of such meetings, or if he is not present,
an Assistant Secretary shall so act; if neither the Secretary nor an Assistant Secretary is present, then a secretary shall be
appointed by the chairman of the meeting. The chairman of any meeting of stockholders shall determine the order of business and
the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him in
order. Unless the chairman of the meeting of stockholders shall otherwise determine, the order of business shall be as follows:
(a) Calling of meeting to order.
(b) Election of a chairman
and the appointment of a secretary if necessary.
(c) Presentation of proof of
the due calling of the meeting.
(d) Presentation and examination
of proxies and determination of a quorum.
(e) Reading and settlement
of the minutes of the previous meeting.
(f) Reports of officers and
committees.
(g) The election of directors
if an annual meeting, or a meeting called for that purpose.
(h) Unfinished business.
(i) New business.
(j) Adjournment.
SECTION 2.11. TREASURY STOCK. The Corporation
shall not vote, directly or indirectly, shares of its own stock owned by it; and such shares shall not be counted in determining
the total number of outstanding shares.
SECTION 2.12. FIXING RECORD DATE. The
Board of Directors may fix in advance a date, not exceeding 60 days preceding the date of any meeting of stockholders or any adjournment
there of, or the date for payment of any dividend or distribution, or the date for the allotment of rights, or the date when any
change, or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining express consent
to corporate action in writing without a meeting, as a record date for the determination of the stockholders entitled to notice
of or to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of such dividend or distribution,
or to receive any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of
capital stock, or to give such consent, and in such case such stockholders and only such stockholders as shall be stockholders
of record on the date so fixed shall be entitled to such notice of, and to vote at, any such meeting and any adjournment thereof,
or to receive payment of such dividends or distribution, or to receive such allotment of rights, or to exercise such rights, or
to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such
record dated fixed as aforesaid. With respect to a meeting of stockholders, the record date shall not be less than ten days before
the date of such meeting.
If the Board of Directors does not fix
a record date for any meeting of the stockholders, the record date for determining stockholders entitled to notice of or to vote
at such meeting shall be at the close of business on the day next preceding the day on which notice is given, or, if in accordance
with Section 5.2 of these bylaws notice is waived, at the close of business on the day next preceding the day on which the
meeting is held. If, in accordance with Section 2.8 of this Article II, corporate action without a meeting of stockholders
is to be taken, the record date for determining stockholders entitled to express consent to such corporate action in writing without
a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is
expressed. The record date for determining stockholders for any other purpose shall be at the close of business on the day on which
the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors
may fix a new record date for the adjourned meeting.
SECTION 2.13. MERGER, SALE OF ASSETS,
DISSOLUTION, AMENDMENT OF CERTIFICATE OF INCORPORATION AND BY-LAWS, ETC. Notwithstanding any provision of the Certificate of Incorporation
of the Corporation or any other provision of these By-laws, the affirmative vote or consent of the holders of a majority of all
of the issued and outstanding Common Stock of the Corporation shall be required:
(a) for a merger or consolidation
of the Corporation with or into any other corporation if the Corporation is not the surviving corporation,
(b) for any sale or lease of
all or any substantial part of the assets of the Corporation to any other corporation, person or entity,
(c) to dissolve the Corporation,
or
(d) to amend, alter, change
or repeal, directly or indirectly, the Certificate of Incorporation of the Corporation or Sections 2.13 or 3.2 of these by-laws.
Such affirmative vote or consent shall be in
addition to the vote or consent of the holders of any class or series of stock of the Corporation otherwise required by the General
Corporation Law, the Certificate of Incorporation or these by-laws or the resolution or resolutions providing for the issuance
of such class or series which have or may be adopted by the Board of Directors of the Corporation.
SECTION 2.14. ROLL-UP. In connection
with a proposed Roll-up (as hereinafter defined), the Corporation shall offer to stockholders who vote against the proposed Roll-up
the choice of:
(a) accepting the securities
of the Roll-up Entity (as hereinafter defined) offered in the proposed Roll-up; or
(b) one of the following: (i) remaining
as a stockholder in the Corporation and preserving their interests therein on the same terms and conditions as existed previously;
or (ii) receiving cash in an amount equal to the appraised value of the net assets of the Corporation.
For purposes of this Section 2.14,
the term “Roll-up” shall mean a transaction involving the acquisition, merger, conversion, or consolidation, either
directly or indirectly, of the Corporation and the issuance of securities of a Roll-up Entity; provided, however, that such term
does not include:
(a) a transaction involving
securities of the Corporation that have been listed for at least 12 months on a national securities exchange or traded through
the National Association of Securities Dealers Automated Quotation National Market System; or
(b) a transaction involving
the conversion to corporate, partnership, trust or association form of only the Corporation if, as a consequence of the transaction,
there will be no significant adverse change in any of the following: (i) stockholders’ voting rights, (ii) the
term of existence of the Corporation, (iii) the aggregate management and advisory fees paid by the Corporation, or (iv) the
Corporation’s investment objectives.
For purposes of this Section 2.14,
the term “Roll-up Entity” shall mean a partnership, real estate investment trust, corporation, trust, or other entity
that would be created or would survive after the successful completion of a proposed Roll-up.
SECTION 2.15. STOCKHOLDER PROPOSALS.
At an annual or special meeting of the stockholders, only such business shall be conducted as shall have been properly brought
before the meeting. To be properly brought before an annual or special meeting business must be (a) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the Chairman of the Board, the Chief Executive Officer,
or the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Chairman of the
Board, the Chief Executive Officer, or the Board of Directors, or (c) otherwise properly brought before the meeting by a stockholder.
No proposal by a stockholder shall be
presented at an annual or special meeting of stockholders unless such stockholder shall provide the Board of Directors or the Secretary
of the Corporation with timely written notice of intention to present a proposal for action at the forthcoming meeting of stockholders,
which notice shall include (a) the name and address of such stockholder, (b) the number of voting securities he or she
holds of record and which he or she holds beneficially, (c) the text of the proposal to be presented at the meeting, (d) a
statement in support of the proposal, and (e) any material interest of the stockholder in such proposal. To be timely, a stockholder’s
notice must be delivered to or mailed and received at the principal executive offices of the Corporation, not less than 60 days
nor more than 90 days prior to the meeting; provided, however, that in the event that less than 70 days’ notice or prior
public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so
received not later than the close of business on the fifth (5th) day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure was made. Any stockholder may make any other proposal at an annual or special
meeting of stockholders and the same may be discussed and considered, but unless stated in writing and filed with the Board of
Directors or the Secretary prior to the date set forth above, no action with respect to such proposal shall be taken at such meeting
and such proposal shall be laid over for action at an adjourned, special, or annual meeting of the stockholders taking place no
earlier than 60 days after such meeting.
This provision shall not prevent the
consideration and approval or disapproval at an annual meeting of reports of officers, directors, and committees; but in connection
with such reports, no new business shall be acted upon at such annual meeting unless stated and filed as provided in this Section 2.15.
Notwithstanding anything in the By-laws to the contrary, no business shall be conducted at any annual or special meeting except
in accordance with the procedures set forth in this Section 2.15. The Chairman of the annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions
of this Section 2.15, and if he should so determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.
Notwithstanding any other provision
of these By-laws, the Corporation shall be under no obligation to include any stockholder proposal in its proxy statement materials
or otherwise present any such proposal to stockholders at a special or annual meeting of stockholders if the Board of Directors
reasonably believes the proponents thereof have not complied with Sections 13 and 14 of the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder, and the Corporation shall not be required to include in its proxy
statement material to stockholders any stockholder proposal not required to be included in its proxy material to stockholders in
accordance with such Act, rules, or regulations.
SECTION 2.16. NOMINATION OF DIRECTORS.
Only persons who are nominated in accordance with the procedures of this Section 2.16 shall be eligible for election as directors.
Subject to the rights of holders of any class or series of stock having a preference over the common stock as to dividends or upon
liquidation, nominations for the election of directors may be made by the Board of Directors or by any stockholder entitled to
vote in the election of directors generally who complies with the notice procedures set forth in this Section 2.16. Any stockholder
entitled to vote in the election of directors generally may nominate one or more persons for election as a director at a meeting
only if timely written notice of such stockholder’s intent to make such nomination or nominations has been given, either
by personal delivery or by U.S. mail, first class postage prepaid, return receipt requested, to the Secretary of the Corporation.
To be timely, a stockholder’s
notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than 60 days
nor more than 90 days prior to the meeting; provided, however, that in the event that less than 70 days’ notice or prior
public disclosure of the date of the meeting is give or made to stockholders, notice by the stockholder to be timely must be so
received not later than the close of business on the fifth (5th) day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made. Each such notice shall set forth: (a) the name and address of the
stockholder who intends to make the nomination, (b) the name, age, business address, and home address of the person or persons
to be nominated; (c) the principal occupation of the person or persons nominated; (d) a representation that the stockholder
is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy
at the meeting and intends to appear at the meeting to nominate the person or persons specified in the notice; (e) a description
of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (f) such other information
regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to
the rules of the Securities and Exchange Commission, had the nominee been nominated, or intended to be nominated, by the Board
of Directors; and (g) the consent of each nominee to serve as a director of the Corporation if so elected. At the request
of the Board of Directors any person nominated by the Board of Directors for election as a Director shall furnish to the Secretary
of the Corporation that information required to be set forth in a stockholder’s notice of nomination which pertains to the
nominee.
No person shall be eligible for election
as a Director of the Corporation unless nominated in accordance with the procedures set forth in this Section 2.16. The Chairman
of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with
the procedures prescribed by the By-laws, and if he should so determine, he shall so declare to the meeting and the defective nomination
shall be disregarded.
ARTICLE III
BOARD OF DIRECTORS
SECTION 3.1. POWERS. The business and
affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such powers
of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation or by these
by-laws directed or required to be exercised or done by the stockholders.
SECTION 3.2. NUMBER, ELECTION AND TERM.
The number of directors which shall constitute the whole Board shall be not less than three (3) nor more than fifteen (15),
and at least 50% of whom shall be persons who are not interested persons of the Corporation as defined in the Investment Company
Act of 1940. The number of directors may be increased or decreased from time to time by amendment to the by-laws of the Corporation,
provided that no decrease in the number of directors shall have the effect of shortening the term of an incumbent director, and
further provided that the number of directors shall never be less than one (1). Each director shall hold office for the term for
which he is elected, and until his successor shall have been elected and qualified or until his earlier death, resignation or removal.
The directors shall be elected at the annual meeting of stockholders, except as provided in Section 3.3. Unless otherwise
provided in the Certificate of Incorporation, directors need not be residents of Delaware or stockholders of the Corporation.
SECTION 3.3. VACANCIES, ADDITIONAL DIRECTORS
AND REMOVAL FROM OFFICE. If any vacancy occurs in the Board of Directors caused by death, resignation, retirement, disqualification
or removal from office of any director, or otherwise, or if any new directorship is created by an increase in the authorized number
of directors, a majority of the directors then in office, though less than a quorum, or a sole remaining director, may choose a
successor or fill the newly created directorship; and a director so chosen shall hold office until the next annual election and
until his successor shall be duly elected and shall qualify, unless sooner displaced.
Whenever the holders of any class
or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the Certificate of Incorporation,
vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected
by such class or classes or series thereof then in office, or by a sole remaining director so elected. If the directors of the
Corporation are divided into classes, any directors elected to fill vacancies or newly created directorships shall hold office
until the next election of the class for which such directors shall have been chosen, and until their successors shall be duly
elected and shall qualify.
Any director or the entire Board of Directors
may be removed, with or without cause, by the holders of at least a majority of the shares then entitled to vote at an election
of directors; provided that, unless the Certificate of Incorporation otherwise provides, if the Board of Directors is elected by
class or classes or series thereof, then the stockholders may effect such removal only for cause; and provided further that, if
the Certificate of Incorporation expressly grants to stockholders the right to cumulate votes for the election of directors and
if less than the entire board is to be removed, no director may be removed without cause if the votes cast against his removal
would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors, or, if there be classes
of directors, at an election of the class of directors of which such director is a part.
SECTION 3.4. REGULAR MEETING. A regular
meeting of the Board of Directors shall be held each year, without notice other than this by-law, at the place of, and immediately
following, the annual meeting of stockholders if a quorum is present; and other regular meetings of the Board of Directors shall
be held each year, at such time and place as the Board of Directors may provide, by resolution, either within or without the State
of Delaware, without notice other than such resolution. At the first meeting of the Board of Directors in each year at which a
quorum shall be present, held next after the annual meeting of stockholders, the Board of Directors shall proceed to the election
of the officers of the Corporation.
SECTION 3.5. SPECIAL MEETING. A special
meeting of the Board of Directors may be called by the Chairman of the Board (if any) or by the Chief Executive Officer and shall
be called by the Secretary on the written request of any two directors. The Chairman or Chief Executive Officer so calling, or
the directors so requesting, any such meeting shall fix the time and place, either within or without the State of Delaware, of
holding such meeting.
SECTION 3.6. NOTICE OF SPECIAL MEETING.
Personal written, telegraphic, cable or wireless notice of special meetings of the Board of Directors shall be given to each director
at least 24 hours prior to the time of such meeting. Any director may waive notice of any meeting. The attendance of a director
at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the purpose of
objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice or waiver of notice
of such meeting, except that notice shall be given of any proposed amendment to the by-laws if it is to be adopted at any special
meeting or with respect to any other matter where notice is required by statute.
SECTION 3.7. PLACE OF MEETINGS; ORDER
OF BUSINESS. The directors may hold their meetings and may have an office and keep the books of the Corporation, except as otherwise
provided by law, in such place or places, within or without the State of Delaware, as the Board of Directors may from time to time
determine by resolution. At all meetings of the Board of Directors business shall be transacted in such order as shall from time
to time be determined by the Chairman of the Board (if any), or in his absence by the Chief Executive Officer, or by resolution
of the Board of Directors.
SECTION 3.8. QUORUM AND PARTICIPATION.
The presence of one-third of the entire number of directors then in office (but not less than two directors) shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors, and the act of a majority of the directors present
at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided
by statute, by the Certificate of Incorporation or by these by-laws. Except for at meetings called for the purpose of considering
matters that are required by the Investment Company Act to be considered at meetings held in person, members of the Board of Directors,
may participate in a meeting of the Board of Directors or such committee, as the case may be, by means of conference telephone
or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation
shall constitute presence in person and attendance at such meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. If a
quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a quorum shall be present.
SECTION 3.9. PRESUMPTION OF ASSENT.
A director who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed
to have assented to the action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as secretary of the meeting before the adjournment thereof. Such right to dissent
shall not apply to a director who voted in favor of such action.
SECTION 3.10. ACTION WITHOUT MEETING.
Unless otherwise restricted by the Certificate of Incorporation or these bylaws, or unless a matter is required by the Investment
Company Act to be considered at a meeting held in person, any action required or permitted to be taken at any meeting of the Board
of Directors, or of any committee thereof as provided in Article IV of these by-laws, may be taken without a meeting, if a written
consent thereto is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed
with the minutes of proceedings of the Board of committee. Such consent shall have the same force and effect as a unanimous vote
at a meeting, and may be stated as such in any document or instrument filed with the Secretary of State of Delaware.
SECTION 3.11. COMPENSATION. Unless otherwise
restricted by the Certificate of Incorporation, the Board of Directors shall have the authority to fix the compensation of directors.
No provision of these by-laws shall be construed to preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.
SECTION 3.12. APPROVAL OR RATIFICATION
OF ACTS OR CONTRACTS BY STOCKHOLDERS. The Board of Directors in its discretion may submit any act or contract for approval or ratification
at any annual meeting of the stockholders, or at any special meeting of the stockholders called for the purpose of considering
any such act or contract, and any act or contract that shall be approved or be ratified by the vote of the stockholders holding
a majority of the issued and outstanding shares of stock of the Corporation entitled to vote and present in person or by proxy
at such meeting (provided that a quorum is present), shall be as valid and
as binding upon the Corporation and upon
all the stockholders as if it has been approved or ratified by every stockholder of the Corporation. In addition, any such act
or contract may be approved or ratified by the written consent of stockholders holding a majority of the issued and outstanding
shares of capital stock of the Corporation entitled to vote and such consent shall be as valid and as binding upon the Corporation
and upon all the stockholders as if it had been approved or ratified by every stockholder of the Corporation.
SECTION 3.13. ADVISORY BOARD. There
may be an Advisory Board of any number of individuals appointed by the Board of Directors who may meet at stated times or on notice
to all by any of their own number or by the Chief Executive Officer. The Advisory Board shall be composed of stockholders or representatives
of stockholders. The Advisory Board will have no power to require the Corporation to take any specific action. Its purpose shall
be solely to consider matters of general policy and to represent the stockholders in all matters except those involving the purchase
and sale of specific securities. A majority of the Advisory Board, if appointed, must consist of stockholders who are not otherwise
“affiliated” or “interested persons” of the Corporation or of any “affiliate” of the Corporation
(as defined in the Investment Company Act of 1940).
ARTICLE IV
COMMITTEE OF DIRECTORS
SECTION 4.1. DESIGNATION, POWERS AND
NAME. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, including,
if they shall so determine, an executive committee, each such committee to consist of one or more of the directors of the Corporation.
Any such designated committee shall have and may exercise such of the powers and authority of the Board of Directors in the management
of the business and affairs of the Corporation as may be provided in such resolution. Any such designated committee may authorize
the seal of the Corporation to be affixed to all papers which may require it. No such committee shall have the power or authority
in reference to amending the Certificate of Incorporation (except that a committee may, to the extent authorized in the resolution
or resolutions providing for the issuance of shares of stock adopted by the Board of Directors as provided by statute, fix any
of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation
or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same
or any other class or classes of stock of the Corporation), adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending
to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the by-laws of the Corporation;
and, unless the resolution, by-laws, or Certificate of Incorporation expressly so provide, no such committee shall have the power
or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger. The
Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified
member at any meeting of such committee. In the absence or disqualification of any member of such committee or committees, the
member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified
member. Such committee or committees shall have such name or names and such limitations of authority as may be determined from
time to time by resolution adopted by the Board of Directors.
SECTION 4.2. AUDIT COMMITTEE. There
shall be an Audit Committee of two or more directors who are not “interested persons” of the Corporation (as defined
in the Investment Company Act of 1940) appointed by the Board of Directors who may meet at stated times or on notice to all by
any of their own number. The Audit Committee’s duties shall include reviewing both the audit and other work of the Corporation’s
independent accountants, recommending to the Board of Directors the independent accountants to be retained, and reviewing generally
the maintenance and safekeeping of the Corporation’s records and documents.
SECTION 4.3. PROCEDURE; MEETINGS; QUORUM.
Any committee designated pursuant to Section 4.1 shall choose its own chairman, shall keep regular minutes of its proceedings
and report the same to the Board of Directors when requested, shall fix its own rules or procedures, and shall meet at such times
and at such place or places as may be provided by such rules, or by resolution of such committee or resolution of the Board of
Directors. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum
and the affirmative vote of a majority of the members present shall be necessary for the adoption by it of any resolution.
SECTION 4.4. COMPENSATION. Members
of special or standing committees may be allowed compensation for attending committee meetings, if the Board of Directors shall
so determine.
ARTICLE V
NOTICE
SECTION 5.1. METHODS OF GIVING NOTICE.
Whenever under the provisions of the statutes, the Certificate of Incorporation or these by-laws, notice is required to be given
to any director, member of any committee or stockholder, such notice shall be in writing and delivered personally or mailed to
such director, member or stockholder; provided that in the case of a director or a member of any committee such notice may be given
orally or by telephone, telegram, telegraphic, cable or wireless transmission. If mailed, notice to a director, member of a committee
or stockholder shall be deemed to be given when deposited in the United States mail first class in a sealed envelope, with postage
therein prepaid, addressed, in the case of a stockholder, to the stockholder at the stockholder’s address as it appears on
the records of the corporation or, in the case of a director or a member of a committee, to such person at his business address.
If sent by telegram, notice to a director or member of a committee shall be deemed to be given when the telegram, so addressed,
is delivered to the telegraph company. Notice shall be deemed to have been given on the date of any telegraphic, cable or wireless
transmission.
SECTION 5.2. WRITTEN WAIVER. Whenever
any notice is required to be given under the provisions of the statutes, the Certificate of Incorporation or these by-laws, a waiver
thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when
the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular
or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver
of notice unless so required by the Certificate of Incorporation or the by-laws.
ARTICLE VI
OFFICERS
SECTION 6.1. OFFICERS. The officers
of the Corporation shall be a Chief Executive Officer, a President, one or more Vice Presidents, any one or more of which may be
designated Executive Vice President or Senior Vice President, a Secretary, a Treasurer, and such other officers as the Board of
Directors may elect or appoint including, but not limited to, a Chief Investment Officer. The Board of Directors may appoint such
other officers and agents, including Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers, as it shall deem
necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined
by the Board. Any two or more offices, may be held by the same person unless the Certificate of Incorporation provides otherwise.
No officer shall execute, acknowledge, verify or countersign any instrument on behalf of the Corporation in more than one capacity,
if such instrument is required by law, by these by-laws or by any act of the Corporation to be executed, acknowledged, verified
or countersigned by two or more officers. The Chairman of the Board shall be elected from among the directors. With the foregoing
exceptions, none of the other officers need be a director, and none of the officers need be a stockholder of the Corporation.
SECTION 6.2. ELECTION AND TERM OF OFFICE.
The officers of the Corporation shall be elected annually by the Board of Directors at its first regular meeting held after the
annual meeting of stockholders or as soon thereafter as conveniently possible. Each officer shall hold office until his successor
shall have been chosen and shall have qualified or until his death or the effective date of his resignation or removal, or until
he shall cease to be a director in the case of the Chairman and Vice Chairman.
SECTION 6.3. REMOVAL AND RESIGNATION. Any
officer or agent elected or appointed by the Board of Directors may be removed, with or without cause, by the affirmative vote
of a majority of the Board of Directors whenever, in its judgment, the best interests of the Corporation shall be served thereby,
but such removal shall be without prejudice to the contractual rights, if any, of the person so removed. Election or appointment
of an
officer or agent shall not of itself create contract
rights. Any officer may resign at any time by giving written notice to the Corporation. Any such resignation shall take effect
at the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.
SECTION 6.4. VACANCIES. Any vacancy
occurring in any office of the Corporation by death, resignation, removal or otherwise, may be filled by the Board of Directors
for the unexpired portion of the term.
SECTION 6.5. SALARIES. The salaries
of all officers and agents of the Corporation shall be fixed by the Board of Directors or pursuant to its direction; no officer
shall be prevented from receiving such salary by reason of his also being a director.
SECTION 6.6. CHAIRMAN OF THE BOARD.
The Board of Directors may elect or appoint a Chairman of the Board of Directors (“Chairman”). The Chairman shall preside
at all meetings of the Board of Directors and of the Corporation’s shareholders at which the Chairman is present. The Chairman
shall have such other duties as usually pertain to that office, as the Board may assign to that office, or as may be required by
law. If the Chairman is a Director who is not an “interested person” of the Corporation as defined in Section 2(a)(19)
of the Investment Company Act (“Independent Director”), the Chairman shall serve as a non-executive Chairman and shall
not be considered an officer of the Corporation. The Chairman of the Board shall hold such title until that person’s successor
shall have been duly chosen and qualified, or until that person shall have resigned or shall have been removed.
SECTION 6.7. CHIEF EXECUTIVE OFFICER.
The Chief Executive Officer shall be the chief executive officer of the corporation and, subject to the control of the Board of
Directors, shall in general manage, supervise and control the properties, business and affairs of the Corporation with all such
powers as may be reasonably incident to such responsibilities. Unless the Board of Directors otherwise determines, the Chief Executive
Officer shall have the authority to agree upon and execute all leases, contracts, evidences of indebtedness and other obligations
in the name of the Corporation. In the absence of the Chairman of the Board, the Chief Executive Officer shall preside at all meetings
of the Stockholders and (should he be a director) of the Board of Directors. He may also preside at any such meeting attended by
the Chairman of the Board if he is so designated by the Chairman. He shall have the power to appoint and remove subordinate officers,
agents and employees, except those elected or appointed by the Board of Directors. The Chief Executive Officer shall keep the Board
of Directors and the Executive Committee fully informed and shall consult them concerning the business of the Corporation. He may
sign with the Secretary or any other officer of the Corporation thereunto authorized by the Board of Directors, certificates for
shares of the Corporation and any deeds, bonds, mortgages, contracts, checks, notes, drafts or other instruments which the Board
of Directors has authorized to be executed, except in cases where the signing and execution thereof has been expressly delegated
by these by-laws or by the Board of Directors to some other officer or agent of the Corporation, or shall be required by law to
be otherwise executed. He shall vote, or give a proxy to any other officer of the Corporation to vote all shares of stock of any
other corporation standing in the name of the Corporation and shall exercise any and all rights and powers which this Corporation
may possess by reason of its ownership of securities in such other corporation and in general he shall perform all other duties
normally incident to the office of Chief Executive Officer and such other duties, and shall have such other powers, as may be prescribed
by the stockholders, the Board of Directors or the Executive Committee (if any) from time to time.
SECTION 6.8. PRESIDENT. In the absence of
the Chief Executive Officer, or in the event of his inability or refusal to act, the President shall perform the duties and exercise
the powers of the Chief Executive Officer, and when so acting shall have all the powers of and be subject to all the restrictions
upon the Chief Executive Officer. The President may sign, with the Secretary or Assistant Secretary, certificates for shares of
the Corporation. The President shall perform such other duties, and shall have such other powers, as from time to time may be assigned
to him by the Chief Executive Officer, the Board of Directors or the executive committee (if any).
SECTION 6.9. VICE PRESIDENTS. In the
absence of the President, or in the event of his inability or refusal to act, the Executive Vice President (or in the event there
shall be no Vice President designated Executive Vice President, any Vice President designated by the Board) shall perform the duties
and exercise the powers of the President, and when so acting shall have all the powers of and be subject to all the restrictions
upon the President. In the absence of a designation by the Board of Directors of a Vice President to perform the duties of the
President, or
in the event of his absence or inability
or refusal to act, the Vice President who is present and who is senior in terms of time as a Vice President of the Corporation
shall so act. Any Vice President may sign, with the Secretary or Assistant Secretary, certificates for shares of the Corporation.
The Vice President shall perform such other duties, and shall have such other powers, as from time to time may be assigned to them
by the President, the Board of Directors or the executive committee (if any).
SECTION 6.10. SECRETARY. The Secretary
shall (a) keep the minutes of the meetings of the stockholders, the Board of Directors and committees of directors; (b) see
that all notices are duly given in accordance with the provisions of these by-laws and as required by law; (c) be custodian
of the corporate records and of the seal of the Corporation, and see that the seal of the Corporation or a facsimile thereof is
affixed to all certificates for shares prior to the issue thereof and to all documents, the execution of which on behalf of the
Corporation under its seal is duly authorized in accordance with the provisions of these by-laws and attest the affixation of the
seal of the Corporation thereto; (d) keep or cause to be kept a register of the post office address of each stockholder which
shall be furnished by such stockholder; (e) sign with the Chief Executive Officer, the President, or an Executive Vice President
or Vice President, certificates for shares of the Corporation, the issue of which shall have been authorized by resolution of the
Board of Directors; (f) have general charge of the stock transfer books of the Corporation; and (g) in general, perform
all duties normally incident to the office of Secretary and such other duties, and shall have such other powers, as from time to
time may be assigned to him by the President, the Board of Directors or the executive committee (if any).
SECTION 6.11. TREASURER. If required
by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety
or sureties as the Board of Directors shall determine. He shall (a) have charge and custody of and be responsible for all
funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source
whatsoever and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall
be selected in accordance with the provisions of Section 7.3 of these bylaws; (b) prepare, or cause to be prepared, for
submission at each regular meeting of the Board of Directors, at each annual meeting of the stockholders, and at such other times
as may be required by the Board of Directors, the Chief Executive Officer, the President or the executive committee (if any), a
statement of financial condition of the Corporation in such detail as may be required; and (c) in general, perform all the
duties incident to the office of Treasurer and such other duties, and shall have such other powers, as from time to time may be
assigned to him by the Chief Executive Officer, the President, the Board of Directors or the executive committee (if any).
SECTION 6.12. ASSISTANT SECRETARY OR
TREASURER. The Assistant Secretaries and Assistant Treasurers shall, in general, perform such duties and have such powers as shall
be assigned to them by the Secretary or the Treasurer, respectively, or by the Chief Executive Officer, the President, the Board
of Directors or the Executive Committee. The Assistant Secretaries and Assistant Treasurers shall, in the absence or inability
or refusal to act of the Secretary or Treasurer, respectively, perform all functions and duties which such absent officers may
delegate, but such delegation shall not believe the absent officer from the responsibilities and liabilities of his office. The
Assistant Secretaries may sign, with the Chief Executive Officer, the President or a Vice President, certificates for shares of
the Corporation, the issue of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers
shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and
with such sureties as the Board of Directors shall determine.
SECTION 6.13. 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 of 1940, as amended, 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 VII
CONTRACTS, CHECKS AND
DEPOSITS
SECTION 7.1. CONTRACTS. Subject to the
provisions of Section 6.1, the Board of Directors may authorize any officer, officers, agent or agents, to enter into any
contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general
or confined to specific instances.
SECTION 7.2. CHECKS, ETC. All checks,
demands, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation,
shall be signed by such officer or officers or such agent or agents of the Corporation, and in such manner, as shall be determined
by the Board of Directors.
SECTION 7.3. DEPOSITS. All funds of
the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust
companies or other depositories as the Board of Directors may select.
ARTICLE VIII
CERTIFICATES OF STOCK
SECTION 8.1. ISSUANCE. The shares of
the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution that some
or all classes or series of the Corporation’s stock may be uncertificated shares. Any such resolution shall not apply to
shares represented by a certificate until such certificate is surrendered. Notwithstanding the adoption of such a resolution by
the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares
shall be entitled to a certificate or certificates showing the number of shares of stock registered in his name on the books of
the Corporation. The certificates shall be in such form as may be determined by the Board of Directors, shall be issued in numerical
order and shall be entered in the books of the Corporation as they are issued. They shall exhibit the holder’s name and number
of shares (and if the stock of the Corporation shall be divided into classes or series, the class or series of such shares) and
shall be signed by the Chief Executive Officer, the President or a Vice President and by the Secretary or an Assistant Secretary.
Any of or all of the signatures on the certificate may be facsimiles. The stock record books and the blank stock certificate books
shall be kept by the Secretary, or at the office of such transfer agent or transfer agents as the Board of Directors may from time
to time by resolution determine. In case any officer, transfer agent or registrar who shall have signed or whose facsimile signature
or signatures shall have been placed upon any such certificate or certificates shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued by the Corporation, such certificate may nevertheless be issued by the Corporation
with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.
If the Corporation shall be authorized
to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate
which the Corporation shall issue to represent such class of stock; provided that, except as otherwise provided by statute, in
lieu of the foregoing requirements there may be set forth on the face or back of the certificate which the Corporation shall issue
to represent such class or series of stock, a statement that the Corporation will furnish to each stockholder who so requests the
powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the
issuance of transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice containing
the information required to be set forth or stated on certificates pursuant to this Section 8.1 or otherwise required by statute
or with respect to this Section 8.1 a statement that the Corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly
provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders
of certificates representing stock of the same class and series shall be identical.
All certificates surrendered to the
corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number
of shares shall have been surrendered and canceled, except that in the case of a lost, stolen, destroyed or mutilated certificate
a new one may be issued therefor upon such terms and with such indemnity, if any, to the Corporation as the Board of Directors
may prescribe. Certificates shall not be issued representing fractional shares of stock.
SECTION 8.2. LOST CERTIFICATES. The
Board of Directors may direct a new certificate of stock or uncertificated shares to be issued in place of any certificate theretofore
issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates,
the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate, or his legal representative, to advertise the same in such manner as it shall require or to give
the Corporation a bond in such sum as it may deem sufficient to indemnify it against any claim that may be made against the Corporation
on account of the alleged loss, theft or destructions of any such certificate or the issuance of such new certificate or uncertificated
shares, or both.
SECTION 8.3. TRANSFERS. Upon surrender
to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate
to the person entitled thereto, cancel the old certificate and register the transaction upon its books. Upon presentation to the
Corporation or the transfer agent of the Corporation of an instruction with a request to transfer, pledge or release an uncertificated
share or shares, it shall be the duty of the Corporation to register the transfer, pledge or release upon its books, and shall
provide the registered owner with such notices as may be required by law. Transfers of shares shall be made only on the books of
the Corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney and filed with the
Secretary of the Corporation or the transfer agent.
SECTION 8.4. REGISTERED STOCKHOLDERS.
The Corporation shall be entitled to treat the registered owner of any share or shares of stock whether certificated or uncertificated
as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise
provided by the laws of the State of Delaware.
SECTION 8.5. REGULATIONS REGARDING CERTIFICATES.
The Board of Directors shall have the power and authority to make all such rules and regulations as they may deem expedient concerning
the issue, transfer and registration or the replacement of certificates for shares of capital stock of the Corporation.
ARTICLE IX
DIVIDENDS
SECTION 9.1. DECLARATION. Dividends
upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in
shares of capital stock, subject to the provisions of the Certificate of Incorporation.
SECTION 9.2. RESERVE. Before payment
of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board
of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the Board of
Directors shall think conducive to the interest of the Corporation, and the Directors may modify or abolish any such reserve in
the manner in which it was created.
ARTICLE X
INDEMNIFICATION
To the fullest extent permitted by applicable
law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) directors, officers, employees
and agents of the Corporation (and any other persons to which applicable law permits the Corporation to provide indemnification)
through by-law provisions, agreements with such persons, vote of stockholders or disinterested directors, or otherwise.
Any amendment, repeal or modification
of this Article X shall not adversely affect any right or protection of a director, officer, employee or agent of the Corporation
(or any other person to which applicable law permits the Corporation to provide indemnification or advancement of expenses) with
respect to any acts or omissions of such person occurring prior to such amendment, repeal or modification.
ARTICLE XI
MISCELLANEOUS
SECTION 11.1. SEAL. The Board of Directors
may provide a suitable seal, containing the name of the corporation, and the words “Corporate Seal, Delaware.” The
seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.
SECTION 11.2. BOOKS. The books of the
corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places
as may be designated from time to time by the Board of Directors.
SECTION 11.3. FISCAL YEAR. The fiscal
year of the Corporation shall be such as established from time to time by the Board of Directors.
SECTION 11.4. RESIGNATIONS. Any director,
member of a committee or officer may resign at any time. Such resignation shall be made in writing and shall take effect at the
time specified therein, or if no time be specified, at the time of its receipt by the Chief Executive Officer or Secretary. The
acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.
SECTION 11.5. FACSIMILE SIGNATURES.
In addition to the provisions for the use of facsimile signatures elsewhere specifically authorized in these by-laws, facsimile
signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors.
SECTION 11.6. RELIANCE UPON BOOKS, REPORTS
AND RECORDS. Each director and each member of any committee designated by the Board of Directors shall, in the performance of his
duties, be fully protected in relying in good faith upon the books of account or reports made to the Corporation by any of its
officers, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the Board of Directors
or by any such committee, or in relying in good faith upon other records of the Corporation.
SECTION 11.7. ACCOUNTANT.
(a) The Corporation shall employ
an independent public accountant or a firm of independent public accountants as its Accountant to examine the accounts of the Corporation
and to sign and certify financial statements filed by the Corporation. The Accountant’s certificates and reports shall be
addressed both to the Board of Directors and to the stockholders. 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.
(b) A majority of the members
of the Board of Directors who are not “interested persons” (as defined in the Investment Company Act of 1940) of the
Corporation shall select the Accountant at any meeting held within 30 days before or after the beginning of the fiscal year or
before the annual stockholders’ meeting in that year.
(c) Any vacancy due to the
resignation of the Accountant, may be filled by the vote of a majority of the members of the Board of Directors who are not “interested
persons.”
SECTION 11.8. ACCESS TO RECORDS. Every stockholder
of the Corporation shall have access to the records of the Corporation and may inspect and copy any of them during the usual hours
for business for any proper purpose. An alphabetical list of the names and addresses of the stockholders of the Corporation along
with the number of shares held by each of them (the “Stockholder List”) shall be maintained as a part of the books
and records of the Corporation and shall be available for inspection by any stockholder or its designated agent at the home office
of the Corporation upon the request of a stockholder. The Stockholder List shall be updated at least quarterly to reflect changes
in the information contained therein. A copy of the Stockholder List shall be mailed to any stockholder requesting the Stockholder
List within ten days of the request. The copy of the Stockholder List shall be printed in alphabetical order, on white paper, and
in a readily readable type size (in no event smaller than 10-point type). A reasonable charge for copy work may be charged by the
Corporation. The purpose for which a stockholder may request a copy of the Stockholder List include, without limitation, matters
relating to stockholders’ voting rights and the exercise of stockholders’ rights under federal proxy laws. If the Corporation
neglects or refuses to exhibit, produce, or mail a copy of the Stockholder List as requested, the Corporation shall be liable to
any stockholder requesting the List for the costs, including attorney’s fees, incurred by the stockholder for compelling
the production of the Stockholder List, and for actual damages suffered by any stockholder by reason of such refusal or neglect.
It shall be a defense to any claim by a stockholder that the actual purpose and reason for the request for inspection or for a
copy of the Stockholder List is to secure the Stockholder List or other information for the purpose of selling such list or copies
thereof, or of using the same for a commercial purpose other than in the interest of the stockholder as a stockholder of the Corporation
relative to the affairs of the Corporation. The Corporation may require a stockholder requesting the Stockholder List to represent
that the List is not requested for a commercial purpose unrelated to the stockholder’s interest in the Corporation. The remedies
provided hereunder to stockholders requesting copies of the Stockholder List are in addition to, and shall not in any way limit,
other remedies available to stockholders under federal law or Delaware law.
ARTICLE XII
AMENDMENT
If provided in the Certificate of Incorporation
of the Corporation, the Board of Directors shall have the power to adopt, amend and repeal from time to time by-laws of the Corporation,
subject to the right of the stockholders entitled to vote with respect thereto to amend or repeal such by-laws as adopted or amended
by the Board of Directors and to the provisions of 2.13 hereof.
Amended and Restated as of June 24, 2014
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