** **

**Exhibit 3.2**

 

**HMS INCOME FUND, INC.**

 

**AMENDED AND RESTATED BYLAWS**

 

**ARTICLE I**

 

**OFFICES**

 

Section 1.          PRINCIPALOFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directorsmay designate.

 

Section 2.          ADDITIONALOFFICES. The Corporation may have additional offices, including a principal executive office, at such places as the Board ofDirectors may from time to time determine or the business of the Corporation may require.

 

**ARTICLE II**

 

**MEETINGS OF STOCKHOLDERS**

 

Section 1.          PLACE.All meetings of stockholders shall be held at the principal executive office of the Corporation or at such other place as shallbe set in accordance with these Bylaws and stated in the notice of the meeting.

 

Section 2.          ANNUALMEETING. An annual meeting of stockholders for the election of directors and the transaction of any business within the powersof the Corporation shall be held on the date and at the time and place set by the Board of Directors, beginning in the year 2013.

 

Section 3.          SPECIALMEETINGS. The president, the chief executive officer, the chairman of the board or a majority of the Board of Directors maycall a special meeting of the stockholders. Any such special meeting of stockholders shall be held on the date and at the timeand place set by the president, the chief executive officer, the chairman of the board or the Board of Directors, whoever has calledthe meeting. A special meeting of stockholders shall also be called by the secretary of the Corporation to act on any matter thatmay properly be considered at a meeting of stockholders upon the written request of stockholders entitled to cast not less thanten percent of all the votes entitled to be cast on such matter at such meeting. The written request must state the purpose ofsuch meeting and the matters proposed to be acted on at such meeting. Within ten days after receipt of such written request, eitherin person or by certified mail, the secretary of the Corporation shall provide all stockholders with written notice, either inperson or by certified mail, of such meeting and the purpose of such meeting. Notwithstanding anything to the contrary herein,such meeting shall be held not less than 15 days nor more than 60 days after the secretary’s delivery of such notice. Subjectto the foregoing sentence, such meeting shall be held at the time and place specified in the stockholder request; provided, however,that if none is so specified, such meeting shall be held at a time and place convenient to the stockholders.

 

 

Section 4.          NOTICE.Except as provided otherwise in Section 3 of this Article II, not less than ten nor more than 90 days before each meetingof stockholders, the secretary shall give to each stockholder entitled to vote at such meeting and to each stockholder not entitledto vote who is entitled to notice of the meeting notice in writing or by electronic transmission stating the time and place ofthe meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meetingis called, by mail, by presenting it to such stockholder personally, by leaving it at the stockholder’s residence or usualplace of business or by any other means permitted by Maryland law. If mailed, such notice shall be deemed to be given when depositedin the United States mail addressed to the stockholder at the stockholder’s address as it appears on the records of the Corporation,with postage thereon prepaid. If transmitted electronically, such notice shall be deemed to be given when transmitted to the stockholderby an electronic transmission to any address or number of the stockholder at which the stockholder receives electronic transmissions.The Corporation may give a single notice to all stockholders who share an address, which single notice shall be effective as toany stockholder at such address, unless such stockholder objects to receiving such single notice or revokes a prior consent toreceiving such single notice. Failure to give notice of any meeting to one or more stockholders, or any irregularity in such notice,shall not affect the validity of any meeting fixed in accordance with this Article II or the validity of any proceedings at anysuch meeting.

 

Subject to Section11(a) of this Article II, any business of the Corporation may be transacted at an annual meeting of stockholders without beingspecifically designated in the notice, except such business as is required by any statute to be stated in such notice. No businessshall be transacted at a special meeting of stockholders except as specifically designated in the notice. The Corporation may postponeor cancel a meeting of stockholders by making a public announcement (as defined in Section 11(c)(3) of this Article II)of such postponement or cancellation prior to the meeting. Notice of the date, time and place to which the meeting is postponedshall be given not less than ten days prior to such date and otherwise in the manner set forth in this Section 4.

 

 

Section 5.          ORGANIZATIONAND CONDUCT. Every meeting of stockholders shall be conducted by an individual appointed by the Board of Directors to be chairmanof the meeting or, in the absence of such appointment or appointed individual, by the chairman of the board or, in the case ofa vacancy in the office or absence of the chairman of the board, by one of the following officers present at the meeting in thefollowing order: the vice chairman of the board, if there is one, the chief executive officer, the president, the vice presidentsin their order of rank and seniority, the secretary or, in the absence of such officers, a chairman chosen by the stockholdersby the vote of a majority of the votes cast by stockholders present in person or by proxy. The secretary or, in the secretary’sabsence, an assistant secretary or, in the absence of both the secretary and assistant secretaries, an individual appointed bythe Board of Directors or, in the absence of such appointment, an individual appointed by the chairman of the meeting shall actas secretary. In the event that the secretary presides at a meeting of the stockholders, an assistant secretary or, in the absenceof all assistant secretaries, an individual appointed by the Board of Directors or the chairman of the meeting shall record theminutes of the meeting. The order of business and all other matters of procedure at any meeting of stockholders shall be determinedby the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take suchaction as, in the discretion of the chairman and without any action by the stockholders, are appropriate for the proper conductof the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b)limiting attendance at the meeting to stockholders of record of the Corporation, their duly authorized proxies and such other individualsas the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to stockholders of recordof the Corporation entitled to vote on such matter, their duly authorized proxies and other such individuals as the chairman ofthe meeting may determine; (d) limiting the time allotted to questions or comments; (e) determining when and for how long the pollsshould be opened and when the polls should be closed; (f) maintaining order and security at the meeting; (g) removing any stockholderor any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of themeeting; (h) concluding a meeting or recessing or adjourning the meeting to a later date and time and at a place announced at themeeting; and (i) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determinedby the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentaryprocedure.

 

Section 6.          QUORUM.At any meeting of stockholders, the presence in person or by proxy of stockholders entitled to cast a majority of all the votesentitled to be cast at such meeting on any matter shall constitute a quorum; but this section shall not affect any requirementunder any statute or the charter of the Corporation (the “***Charter***”) for the vote necessary for the approvalof any matter. If such quorum is not established at any meeting of the stockholders, the chairman of the meeting may adjourn themeeting *sine die* or from time to time to a date not more than 120 days after the original record date without notice otherthan announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transactedwhich might have been transacted at the meeting as originally notified.

 

The stockholders presenteither in person or by proxy, at a meeting which has been duly called and at which a quorum has been established, may continueto transact business until adjournment, notwithstanding the withdrawal from the meeting of enough stockholders to leave fewer thanwould be required to establish a quorum.

 

Section 7.          VOTING.A plurality of all the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficientto elect a director. Each share may be voted for as many individuals as there are directors to be elected and for whose electionthe share is entitled to be voted. A majority of the votes cast at a meeting of stockholders duly called and at which a quorumis present shall be sufficient to approve any other matter which may properly come before the meeting, unless more than a majorityof the votes cast is required by statute or by the Charter. Unless otherwise provided by statute or by the Charter, each outstandingshare, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders. Votingon any question or in any election may be viva voce unless the chairman of the meeting shall order that voting be by ballotor otherwise.

 

 

Section 8.          PROXIES. A holder of record of shares of stock of the Corporation may cast votes in person or by proxy executed by the stockholderor by the stockholder’s duly authorized agent in any manner permitted by law. Such proxy or evidence of authorization ofsuch proxy shall be filed with the secretary of the Corporation before or at the meeting. No proxy shall be valid more than elevenmonths after its date unless otherwise provided in the proxy.

 

Section 9.          VOTINGOF STOCK BY CERTAIN HOLDERS. Stock of the Corporation registered in the name of a corporation, partnership, trust, limitedliability company or other entity, if entitled to be voted, may be voted by the president or a vice president, general partner,trustee or managing member thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some otherperson who has been appointed to vote such stock pursuant to a bylaw or a resolution of the governing body of such corporationor other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement,in which case such person may vote such stock. Any trustee or other fiduciary may vote stock registered in the name of such personin the capacity of trustee or fiduciary, either in person or by proxy.

 

Shares of stock of theCorporation directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining the totalnumber of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in whichcase they may be voted and shall be counted in determining the total number of outstanding shares at any given time.

 

TheBoard of Directors may adopt by resolution a procedure by which a stockholder may certify in writing to the Corporation that anyshares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder.The resolution shall set forth the class of stockholders who may make the certification, the purpose for which the certificationmay be made, the form of certification and the information to be contained in it; if the certification is with respect to a recorddate, the time after the record date within which the certification must be received by the Corporation; and any other provisionswith respect to the procedure which the Board of Directors considers necessary or desirable. On receipt by the Corporation of suchcertification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification,the holder of record of the specified stock in place of the stockholder who makes the certification.

 

Section 10.         INSPECTORS.The Board of Directors or the chairman of the meeting may appoint, before or at the meeting, one or more inspectors for the meetingand any successor to the inspector. The inspectors, if any, shall (a) determine the number of shares of stock represented at themeeting, in person or by proxy, and the validity and effect of proxies, (b) receive and tabulate all votes, ballots or consents,(c) report such tabulation to the chairman of the meeting, (d) hear and determine all challenges and questions arising in connectionwith the right to vote, and (e) do such acts as are proper to fairly conduct the election or vote. Each such report shall be inwriting and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If thereis more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectorson the number of shares represented at the meeting and the results of the voting shall be primafacie evidence thereof.

 

 

Section 11. ADVANCENOTICE OF STOCKHOLDER NOMINEES FOR DIRECTOR AND OTHER STOCKHOLDER PROPOSALS.

 

	(a)          AnnualMeetings of Stockholders.

 

	(1)         Nominationsof individuals for election to the Board of Directors and the proposal of other business to be considered by the stockholders maybe made at an annual meeting of stockholders (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the directionof the Board of Directors or (iii) by any stockholder of the Corporation who was a stockholder of record both at the time of givingof notice by the stockholder as provided for in this Section 11(a) and at the time of the annual meeting, who is entitledto vote at the meeting in the election of each individual so nominated or on any such other business and who has complied withthis Section 11(a).

 

	(2) 	For any nominationor other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1)of this Section 11, the stockholder must have given timely notice thereof in writing to the secretary of the Corporationand any such other business must otherwise be a proper matter for action by the stockholders. To be timely, a stockholder’snotice shall set forth all information required under this Section 11 and shall be delivered to the secretary at the principalexecutive office of the Corporation not earlier than the 150th day nor later than 5:00 p.m., Eastern Time, on the 120thday prior to the first anniversary of the date of the proxy statement (as defined in Section 11(c)(3) of this Article II)for the preceding year’s annual meeting; provided, however, that in connection with the Corporation’s first annualmeeting or in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversaryof the date of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not earlierthan the 150th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the laterof the 120th day prior to the date of such annual meeting, as originally convened, or the tenth day following the dayon which public announcement of the date of such meeting is first made. The public announcement of a postponement or adjournmentof an annual meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

 

	(3)         Suchstockholder’s notice shall set forth:

 

	(i)          asto each individual whom the stockholder proposes to nominate for election or reelection as a director (each, a “***ProposedNominee***”), all information relating to the Proposed Nominee that would be required to be disclosed in connectionwith the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an electioncontest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation14A (or any successor provision) under the Securities Exchange Act of 1934, as amended (the “***Exchange Act***”),and the rules thereunder;

 

 

	(ii)         asto any other business that the stockholder proposes to bring before the meeting, a description of such business, the stockholder’sreasons for proposing such business at the meeting and any material interest in such business of such stockholder or any StockholderAssociated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder orthe Stockholder Associated Person therefrom;

 

	(iii)        asto the stockholder giving the notice, any Proposed Nominee and any Stockholder Associated Person,

 

	(A)         theclass, series and number of all shares of stock or other securities of the Corporation (collectively, the “***CompanySecurities***”), if any, which are owned (beneficially or of record) by such stockholder, Proposed Nominee or StockholderAssociated Person, the date on which each such Company Security was acquired and the investment intent of such acquisition and

 

	(B)         thenominee holder for, and number of, any Company Securities owned beneficially but not of record by such stockholder, Proposed Nomineeor Stockholder Associated Person;

 

	(iv)        asto the stockholder giving the notice, any Stockholder Associated Person with an interest or ownership referred to in clauses (ii)or (iii) of this paragraph (3) of this Section 11(a) and any Proposed Nominee,

 

	(A)         thename and address of such stockholder, as they appear on the Corporation’s stock ledger, and the current name and businessaddress, if different, of each such Stockholder Associated Person and any Proposed Nominee and

 

	(B)         theinvestment strategy or objective, if any, of such stockholder and each such Stockholder Associated Person who is not an individualand a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors insuch stockholder and each such Stockholder Associated Person; and

 

	(v)         tothe extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the nominee forelection or reelection as a director or the proposal of other business on the date of such stockholder’s notice.

 

 

	(4)         Suchstockholder’s notice shall, with respect to any Proposed Nominee, be accompanied by a certificate executed by the ProposedNominee (i) certifying that such Proposed Nominee (a) is not, and will not become a party to, any agreement, arrangement or understandingwith any person or entity other than the Corporation in connection with service or action as a director that has not been disclosedto the Corporation and (b) will serve as a director of the Corporation if elected; and (ii) attaching a completed Proposed Nomineequestionnaire (which questionnaire shall be provided by the Corporation, upon request, to the stockholder providing the noticeand shall include all information relating to the Proposed Nominee that would be required to be disclosed in connection with thesolicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contestis not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A(or any successor provision) under the Exchange Act and the rules thereunder, or would be required pursuant to the rules of anynational securities exchange on which any securities of the Corporation are listed or over-the-counter market on which any securitiesof the Corporation are traded).

 

	(5)         Notwithstandinganything in this subsection (a) of this Section 11 to the contrary, in the event that the number of directors to be electedto the Board of Directors is increased, and there is no public announcement of such action at least 130 days prior to the firstanniversary of the date of the proxy statement (as defined in Section 11(c)(3) of this Article II) for the preceding year’sannual meeting, a stockholder’s notice required by this Section 11(a) shall also be considered timely, but only withrespect to nominees for any new positions created by such increase, if it shall be delivered to the secretary at the principalexecutive office of the Corporation not later than 5:00 p.m., Eastern Time, on the tenth day following the day on which such publicannouncement is first made by the Corporation.

 

	(6)         Forpurposes of this Section 11, “***Stockholder Associated Person***” of any stockholder shall mean (i)any person acting in concert with such stockholder, (ii) any beneficial owner of shares of stock of the Corporation owned of recordor beneficially by such stockholder (other than a stockholder that is a depositary) and (iii) any person that directly, or indirectlythrough one or more intermediaries, controls, is controlled by or is under common control with such stockholder or such StockholderAssociated Person.

 

	(b)          SpecialMeetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been broughtbefore the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Boardof Directors may be made at a special meeting of stockholders at which directors are to be elected only (i) by or at the directionof the Board of Directors or (ii) provided that the special meeting has been called in accordance with Section 3 of thisArticle II for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record both atthe time of giving of notice provided for in this Section 11 and at the time of the special meeting, who is entitled tovote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth inthis Section 11. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one ormore 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, containingthe information required by paragraph (a)(3) of this Section 11, is delivered to the secretary at the principal executiveoffice of the Corporation not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m.,Eastern Time on the later of the 90th day prior to such special meeting or the tenth day following the day on whichpublic announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors tobe elected at such meeting. The public announcement of a postponement or adjournment of a special meeting shall not commence anew time period for the giving of a stockholder’s notice as described above.

 

 

	(c)          General.

 

	(1)         Ifinformation submitted pursuant to this Section 11 by any stockholder proposing a nominee for election as a director or anyproposal for other business at a meeting of stockholders shall be inaccurate in any material respect, such information may be deemednot to have been provided in accordance with this Section 11. Any such stockholder shall notify the Corporation of any inaccuracyor change (within two business days of becoming aware of such inaccuracy or change) in any such information. Upon written requestby the secretary or the Board of Directors, any such stockholder shall provide, within five business days of delivery of such request(or such other period as may be specified in such request), (i) written verification, satisfactory, in the discretion of the Boardof Directors or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by the stockholderpursuant to this Section 11 and (ii) a written update of any information (including, if requested by the Corporation, writtenconfirmation by such stockholder that it continues to intend to bring such nomination or other business proposal before the meeting)submitted by the stockholder pursuant to this Section 11 as of an earlier date. If a stockholder fails to provide such writtenverification or written update within such period, the information as to which written verification or a written update was requestedmay be deemed not to have been provided in accordance with this Section 11.

 

	(2)         Onlysuch individuals who are nominated in accordance with this Section 11 shall be eligible for election by stockholders asdirectors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meetingin accordance with this Section 11. The chairman of the meeting shall have the power to determine whether a nomination orany other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with thisSection 11.

 

	(3)         Forpurposes of this Section 11, “***the date of the proxy statement***” shall have the same meaning as“the date of the company’s proxy statement released to shareholders” as used in Rule 14a-8(e) promulgated underthe Exchange Act, as interpreted by the Securities and Exchange Commission from time to time. “***Public announcement***”shall mean disclosure (i) in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswireor other widely circulated news or wire service or (ii) in a document publicly filed by the Corporation with the Securities andExchange Commission pursuant to the Exchange Act or the Investment Company Act of 1940, as amended (the “***InvestmentCompany Act***”).

 

 

	(4)         Notwithstandingthe foregoing provisions of this Section 11, a stockholder shall also comply with all applicable requirements of state lawand of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 11.Nothing in this Section 11 shall be deemed to affect any right of a stockholder to request inclusion of a proposal in, orthe right of the Corporation to omit a proposal from, the Corporation’s proxy statement pursuant to Rule 14a-8 (or any successorprovision) under the Exchange Act. Nothing in this Section 11 shall require disclosure of revocable proxies received bythe stockholder or Stockholder Associated Person pursuant to a solicitation of proxies after the filing of an effective Schedule14A by such stockholder or Stockholder Associated Person under Section 14(a) of the Exchange Act.

 

Section12.         STOCKHOLDER LIST. An alphabetical list of the names, addressesand telephone numbers of the stockholders, along with the number of shares of stock held by each of them (the “*StockholderList*”), shall be maintained as part of the books and records of the Corporation andshall be available for inspection by any stockholder or the stockholder’s designated agent at the home office of the Corporationupon the request of the stockholder. The Stockholder List shall be updated at least quarterly to reflect changes in the informationcontained therein. A copy of the Stockholder List shall be mailed to any stockholder so requesting within ten days of receipt bythe Corporation of the request. The copy of the Stockholder List shall be printed in alphabetical order, on white paper, and ina readily readable type size (in no event smaller than ten-point type). The Corporation may impose a reasonable charge for expensesincurred in reproduction pursuant to the stockholder request. A stockholder may request a copy of the Stockholder List in connectionwith matters relating to stockholders’ voting rights and the exercise of stockholder rights under federal proxy laws. 

 

	Ifthe investment adviser of the Corporation (the “*Adviser*”) neglectsor refuses to exhibit, produce or mail a copy of the Stockholder List as requested, the Adviser shall be liable to any stockholderrequesting the Stockholder List for the costs, including reasonable attorneys’ fees, incurred by that stockholder for compellingthe 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 that the actual purpose and reason for the requests for inspection or for a copy of the Stockholder Listis to secure the Stockholder List or other information for the purpose of selling the Stockholder List or copies thereof, or ofusing the same for a commercial purpose other than in the interest of the applicant as a stockholder relative to the affairs ofthe Corporation. The Corporation may require the stockholder requesting the Stockholder List to represent that the StockholderList is not requested for a commercial purpose unrelated to the stockholder’s interest in the Corporation. The remedies providedhereunder to stockholders requesting copies of the Stockholder List are in addition to, and shall not in any way limit, other remediesavailable to stockholders under federal law or the laws of any state.

 

Section 13.         CONTROLSHARE ACQUISITION ACT. Notwithstanding any other provision of the Charter or these Bylaws, Title 3, Subtitle 7 ofthe Maryland General Corporation Law, or any successor statute (the “***MGCL***”), shall not apply to any acquisitionby any person of shares of stock of the Corporation. This section may be repealed, in whole or in part, at any time, whether beforeor after an acquisition of control shares and, upon such repeal, may, to the extent provided by any successor bylaw, apply to anyprior or subsequent control share acquisition.

 

 

**ARTICLE III**

** **

**DIRECTORS**

 

Section 1.          GENERALPOWERS. The business and affairs of the Corporation shall be managed under the direction of its Board of Directors.

 

Section 2.          NUMBER,TENURE AND RESIGNATION. At any regular meeting or at any special meeting called for that purpose, a majority of the entireBoard of Directors may establish, increase or decrease the number of directors, provided that the number thereof shall never beless than the minimum number required by the MGCL, nor more than 15, and further provided that the tenure of office of a directorshall not be affected by any decrease in the number of directors. Notwithstanding the foregoing sentence, the number of directorsthat shall comprise the Board shall not be less than three, except for a period of up to 60 days after the death, removal or resignationof a director pending the election of such director's successor. Any director of the Corporation may resign at any time by deliveringhis or her resignation to the Board of Directors, the chairman of the board or the secretary. Any resignation shall take effectimmediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessaryto make it effective unless otherwise stated in the resignation.

 

Section 3.          ANNUALAND REGULAR MEETINGS. An annual meeting of the Board of Directors shall be held immediately after and at the same place asthe annual meeting of stockholders, no notice other than this Bylaw being necessary. In the event such meeting is not so held,the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetingsof the Board of Directors. The Board of Directors may provide, by resolution, the time and place for the holding of regular meetingsof the Board of Directors without other notice than such resolution.

 

Section 4.          SPECIALMEETINGS. Special meetings of the Board of Directors may be called by or at the request of the chairman of the board, the chiefexecutive officer, the president or a majority of the directors then in office. The person or persons authorized to call specialmeetings of the Board of Directors may fix any place as the place for holding any special meeting of the Board of Directors calledby them. The Board of Directors may provide, by resolution, the time and place for the holding of special meetings of the Boardof Directors without other notice than such resolution.

 

 

Section 5.          NOTICE.Notice of any special meeting of the Board of Directors shall be delivered personally or by telephone, electronic mail, facsimiletransmission, courier or United States mail to each director at his or her business or residence address. Notice by personal delivery,telephone, electronic mail or facsimile transmission shall be given at least 24 hours prior to the meeting. Notice by United Statesmail 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 telephonecall to which the director or his or her agent is a party. Electronic mail notice shall be deemed to be given upon transmissionof the message to the electronic mail address given to the Corporation by the director. Facsimile transmission notice shall bedeemed to be given upon completion of the transmission of the message to the number given to the Corporation by the director andreceipt of a completed answer-back indicating receipt. Notice by United States mail shall be deemed to be given when depositedin the United States mail properly addressed, with postage thereon prepaid. Notice by courier shall be deemed to be given whendeposited with or delivered to a courier properly addressed. Neither the business to be transacted at, nor the purpose of, anyannual, regular or special meeting of the Board of Directors need be stated in the notice, unless specifically required by statuteor these Bylaws.

 

Section 6.          QUORUM.A majority of the directors shall constitute a quorum for transaction of business at any meeting of the Board of Directors, providedthat, if less than a majority of such directors is present at such meeting, a majority of the directors present may adjourn themeeting from time to time without further notice, and provided further that if, pursuant to applicable law, the Charter or theseBylaws, the vote of a majority or other percentage of a particular group of directors is required for action, a quorum must alsoinclude a majority or such other percentage of such group.

 

The directors presentat a meeting which has been duly called and at which a quorum has been established may continue to transact business until adjournment,notwithstanding the withdrawal from the meeting of enough directors to leave fewer than required to establish a quorum.

 

Section 7.          VOTING.The action of a majority of the directors present at a meeting at which a quorum is present shall be the action of the Board ofDirectors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws.If enough directors have withdrawn from a meeting to leave fewer than required to establish a quorum but the meeting is not adjourned,the action of the majority of that number of directors necessary to constitute a quorum at such meeting shall be the action ofthe Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charteror these Bylaws.

 

Section 8.         	ORGANIZATION.At each meeting of the Board of Directors, the chairman of the board or, in the absence of the chairman, the vice chairman of theboard, if any, shall act as chairman of the meeting. In the absence of both the chairman and vice chairman of the board, the chiefexecutive officer or, in the absence of the chief executive officer, the president or, in the absence of the president, a directorchosen by a majority of the directors present shall act as chairman of the meeting. The secretary or, in his or her absence, anassistant secretary of the Corporation or, in the absence of the secretary and all assistant secretaries, an individual appointedby the chairman of the meeting shall act as secretary of the meeting.

 

Section 9.          TELEPHONEMEETINGS. Directors may participate in a meeting by means of a conference telephone or other communications equipment if allpersons participating in the meeting can hear each other at the same time; provided, however, that this Section 9 does not applyto any action of the directors pursuant to any provision of the Investment Company Act applicable to the Corporation that requiresthe vote of the directors to be cast in person at a meeting. Participation in a meeting by these means shall constitute presencein person at the meeting.

 

 

Section 10.         CONSENTBY DIRECTORS WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors may betaken without a meeting, if a consent in writing or by electronic transmission to such action is given by each director and isfiled with the minutes of proceedings of the Board of Directors; provided, however, that this Section 10 does not apply to anyaction of the directors pursuant to any provision of the Investment Company Act applicable to the Corporation that requires thevote of the directors to be cast in person at a meeting.

 

		Section 11.      VACANCIES.If for any reason any or all of the directors cease to be directors, such event shall not terminate the Corporation or affect theseBylaws or the powers of the remaining directors hereunder. Until such time as the Corporation becomes subject to Section 3-804(c)of the MGCL, any vacancy on the Board of Directors for any cause other than an increase in the number of directors may be filledby a majority of the remaining directors, even if such majority is less than a quorum; any vacancy in the number of directors createdby an increase in the number of directors may be filled by a majority vote of the entire Board of Directors; and any individualso elected as director shall serve until the next annual meeting of stockholders and until his or her successor is elected andqualifies. At such time as the Corporation becomes subject to Section 3-804(c) of the MGCL and except as may be provided by theBoard of Directors in setting the terms of any class or series of preferred stock, any vacancy on the Board of Directors may befilled only by a majority of the remaining directors, even if the remaining directors do not constitute a quorum, and any directorelected to fill a vacancy shall serve for the remainder of the full term of the directorship in which the vacancy occurred anduntil a successor is elected and qualifies.

 

Section 12.        COMPENSATION.Directors shall not receive any stated salary for their services as directors but, by resolution of the Board of Directors, mayreceive compensation per year and/or per meeting and/or per visit to real property or other facilities owned or leased by the Corporationand for any service or activity they performed or engaged in as directors. Directors may be reimbursed for expenses of attendance,if any, at each annual, regular or special meeting of the Board of Directors or of any committee thereof and for their expenses,if any, in connection with each property visit and any other service or activity they perform or engage in as directors; but nothingherein contained shall be construed to preclude any directors from serving the Corporation in any other capacity and receivingcompensation therefor.

 

Section 13.        RELIANCE.Each director and officer of the Corporation shall, in the performance of his or her duties with respect to the Corporation, beentitled to rely on any information, opinion, report or statement, including any financial statement or other financial data, preparedor presented by an officer or employee of the Corporation whom the director or officer reasonably believes to be reliable and competentin the matters presented, by a lawyer, certified public accountant or other person, as to a matter which the director or officerreasonably believes to be within the person’s professional or expert competence, or, with respect to a director, by a committeeof the Board of Directors on which the director does not serve, as to a matter within its designated authority, if the directorreasonably believes the committee to merit confidence.

 

 

Section 14.         CERTAINRIGHTS OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. A director, officer, employee or agent shall have no responsibility todevote his or her full time to the affairs of the Corporation. Any director, officer, employee or agent, in his or her personalcapacity or in a capacity as an affiliate, employee, or agent of any other person, or otherwise, may have business interests andengage in business activities similar to, in addition to or in competition with those of or relating to the Corporation.

 

Section 15.         RATIFICATION.The Board of Directors or the stockholders may ratify and make binding on the Corporation any action or inaction by the Corporationor its officers to the extent that the Board of Directors or the stockholders could have originally authorized the matter. Moreover,any action or inaction questioned in any stockholders’ derivative proceeding or any other proceeding on the ground of lackof authority, defective or irregular execution, adverse interest of a director, officer or stockholder, non-disclosure, miscomputation,the application of improper principles or practices of accounting, or otherwise, may be ratified, before or after judgment, bythe Board of Directors or by the stockholders, and if so ratified, shall have the same force and effect as if the questioned actionor inaction had been originally duly authorized, and such ratification shall be binding upon the Corporation and its stockholdersand shall constitute a bar to any claim or execution of any judgment in respect of such questioned action or inaction.

 

Section 16.         EMERGENCYPROVISIONS. Notwithstanding any other provision in the Charter or these Bylaws, this Section 16 shall apply during theexistence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board of Directors underArticle III of these Bylaws cannot readily be obtained (an “***Emergency***”). During any Emergency, unlessotherwise provided by the Board of Directors, (a) a meeting of the Board of Directors or a committee thereof may be called by anydirector or officer by any means feasible under the circumstances; (b) notice of any meeting of the Board of Directors during suchan Emergency may be given less than 24 hours prior to the meeting to as many directors and by such means as may be feasible atthe time, including publication, television or radio; and (c) the number of directors necessary to constitute a quorum shall beone-third of the entire Board of Directors.

 

**ARTICLE IV**

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**COMMITTEES**

 

Section 1.          NUMBER,TENURE AND QUALIFICATIONS. The Board of Directors may appoint from among its members one or more committees, composed of oneor more directors, to serve at the pleasure of the Board of Directors.

 

 

 

Section 2.          POWERS.The Board of Directors may delegate to committees appointed under Section 1 of this Article any of the powers of the Board of Directors,except as prohibited by law.

 

Section 3.          MEETINGS.Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Directors. A majorityof the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee. Theact of a majority of the committee members present at a meeting shall be the act of such committee. The Board of Directors maydesignate a chairman of any committee, and such chairman or, in the absence of a chairman, any two members of any committee (ifthere are at least two members of the committee) may fix the time and place of its meeting unless the Board shall otherwise provide.In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitutea quorum, may appoint another director to act in the place of such absent member.

 

Section 4.          TELEPHONEMEETINGS. Members of a committee of the Board of Directors may participate in a meeting by means of a conference telephoneor other communications equipment if all persons participating in the meeting can hear each other at the same time; provided, however,that this Section 4 does not apply to any action of the committee pursuant to any provision of the Investment Company Actapplicable to the Corporation that requires the vote of the committee to be cast in person at a meeting. Participation in a meetingby these means shall constitute presence in person at the meeting.

 

Section 5.          CONSENTBY COMMITTEES WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of a committee of the Board ofDirectors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by eachmember of the committee and is filed with the minutes of proceedings of such committee; provided, however, that this Section5 does not apply to any action of the committee pursuant to any provision of the Investment Company Act applicable to the Corporationthat requires the vote of the committee to be cast in person at a meeting.

 

Section 6.          VACANCIES.Subject to the provisions hereof, the Board of Directors shall have the power at any time to change the membership of any committee,to fill any vacancy, to designate an alternate member to replace any absent or disqualified member or to dissolve any such committee.

 

 

**ARTICLE V**

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**OFFICERS**

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Section 1.          GENERALPROVISIONS. The officers of the Corporation shall include****a president, a secretary and a treasurer and may include achairman of the board, a vice chairman of the board, a chief executive officer, one or more vice presidents, a chief operatingofficer, a chief financial officer, one or more assistant secretaries and one or more assistant treasurers. In addition, the Boardof Directors may from time to time elect such other officers with such powers and duties as it shall deem necessary or desirable.The officers of the Corporation shall be elected annually by the Board of Directors, except that the chief executive officer orpresident may from time to time appoint one or more vice presidents, assistant secretaries and assistant treasurers or other officers.Each officer shall serve until his or her successor is elected and qualifies or until his or her death, or his or her resignationor removal in the manner hereinafter provided. Any two or more offices except president and vice president may be held by the sameperson. Election of an officer or agent shall not of itself create contract rights between the Corporation and such officer oragent.

 

Section 2.          REMOVALAND RESIGNATION. Any officer or agent of the Corporation may be removed, with or without cause, by the Board of Directors ifin its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to thecontract rights, if any, of the person so removed. Any officer of the Corporation may resign at any time by delivering his or herresignation to the Board of Directors, the chairman of the board, the chief executive officer, the president or the secretary.Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptanceof a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shallbe without prejudice to the contract rights, if any, of the Corporation.

 

Section 3.          VACANCIES.A vacancy in any office may be filled by the Board of Directors for the balance of the term.

 

Section 4.          CHAIRMANOF THE BOARD**.**The Board of Directors may designate from among its members a chairman of the board, who shall not, solelyby reason of these Bylaws, be an officer of the Corporation. The Board of Directors may designate the chairman of the boardas an executive or non-executive chairman. The chairman of the board shall preside over the meetings of the Board of Directors.The chairman of the board shall perform such other duties as may be assigned to him or her by these Bylaws or the Board of Directors.

 

Section 5.          CHIEFEXECUTIVE OFFICER. The Board of Directors may designate a chief executive officer. In the absence of such designation, thechairman of the board shall be the chief executive officer of the Corporation. The chief executive officer shall have general responsibilityfor implementation of the policies of the Corporation, as determined by the Board of Directors, and for the management of the businessand affairs of the Corporation. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases wherethe execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agentof the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to theoffice of chief executive officer and such other duties as may be prescribed by the Board of Directors from time to time.

 

Section 6.          CHIEFOPERATING OFFICER. The Board of Directors may designate a chief operating officer. The chief operating officer shall have theresponsibilities and duties as determined by the Board of Directors or the chief executive officer.

 

 

Section 7.          CHIEFFINANCIAL OFFICER. The Board of Directors may designate a chief financial officer. The chief financial officer shall have theresponsibilities and duties as determined by the Board of Directors or the chief executive officer.

 

Section 8.          PRESIDENT.In the absence of a chief executive officer, the president shall in general supervise and control all of the business and affairsof the Corporation. In the absence of a designation of a chief operating officer by the Board of Directors, the president shallbe the chief operating officer. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases wherethe execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agentof the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to theoffice of president and such other duties as may be prescribed by the Board of Directors from time to time.

 

Section 9.          VICEPRESIDENTS. In the absence of the president or in the event of a vacancy in such office, the vice president (or in the eventthere be more than one vice president, the vice presidents in the order designated at the time of their election or, in the absenceof any designation, then in the order of their election) shall perform the duties of the president and when so acting shall haveall the powers of and be subject to all the restrictions upon the president; and shall perform such other duties as from time totime may be assigned to such vice president by the chief executive officer, the president or the Board of Directors. The Boardof Directors may designate one or more vice presidents as executive vice president, senior vice president, or vice president forparticular areas of responsibility.

 

Section 10.         SECRETARY.The secretary shall (a) keep the minutes of the proceedings of the stockholders, the Board of Directors and committees of the Boardof Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisionsof these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation; (d) keep aregister of the post office address of each stockholder which shall be furnished to the secretary by such stockholder; (e) havegeneral charge of the stock transfer books of the Corporation; and (f) in general perform such other duties as from time to timemay be assigned to him or her by the chief executive officer, the president or the Board of Directors.

 

Section 11.         TREASURER.The treasurer shall have the custody of the funds and securities of the Corporation, shall keep full and accurate accounts of receiptsand disbursements in books belonging to the Corporation, shall deposit all moneys and other valuable effects in the name and tothe credit of the Corporation in such depositories as may be designated by the Board of Directors and in general shall performsuch other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the Boardof Directors. In the absence of a designation of a chief financial officer by the Board of Directors, the treasurer shall be thechief financial officer of the Corporation.

 

The treasurer shall disbursethe funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shallrender to the president and Board of Directors, at the regular meetings of the Board of Directors or whenever it may so require,an account of all his or her transactions as treasurer and of the financial condition of the Corporation.

 

 

Section 12.         ASSISTANTSECRETARIES AND ASSISTANTTREASURERS. The assistant secretaries and assistant treasurers, in general, shall performsuch duties as shall be assigned to them by the secretary or treasurer, respectively, or by the chief executive officer, the presidentor the Board of Directors.

 

Section 13.         COMPENSATION.The compensation of the officers shall be fixed from time to time by or under the authority of the Board of Directors and no officershall be prevented from receiving such compensation by reason of the fact that he or she is also a director.

 

**ARTICLE VI**

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**CONTRACTS, CHECKS AND DEPOSITS**

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Section 1.          CONTRACTS.The Board of Directors may authorize any officer or agent to enter into any contract or to execute and deliver any instrument inthe name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Any agreement,deed, mortgage, lease or other document shall be valid and binding upon the Corporation when duly authorized or ratified by actionof the Board of Directors****and executed by an authorized person.

 

Section 2.          CHECKSAND DRAFTS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued inthe name of the Corporation shall be signed by such officer or agent of the Corporation in such manner as shall from time to timebe determined by the Board of Directors.

 

Section3.           DEPOSITS. All funds of the Corporation not otherwiseemployed shall be deposited or invested from time to time to the credit of the Corporation as the Board of Directors, thechief executive officer, the president, the chief financial officer or any other officer designated by the Board of Directorsmay determine.

 

**ARTICLE VII**

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**STOCK**

 

Section 1.          CERTIFICATES.Except as may otherwise be provided by the Board of Directors, stockholders of the Corporation are not entitled to certificatesrepresenting the shares of stock held by them. In the event that the Corporation issues shares of stock represented by certificates,such certificates shall be in such form as prescribed by the Board of Directors or a duly authorized officer, shall contain thestatements and information required by the MGCL and shall be signed by the officers of the Corporation in the manner permittedby the MGCL. In the event that the Corporation issues shares of stock without certificates, to the extent then required by theMGCL, the Corporation shall provide to the record holders of such shares a written statement of the information required by theMGCL to be included on stock certificates. There shall be no differences in the rights and obligations of stockholders based onwhether or not their shares are represented by certificates.

 

 

Section 2.          TRANSFERS.All transfers of shares of stock shall be made on the books of the Corporation, by the holder of the shares, in person or by hisor her attorney, in such manner as the Board of Directors or any officer of the Corporation may prescribe and, if such shares arecertificated, upon surrender of certificates duly endorsed. The issuance of a new certificate upon the transfer of certificatedshares is subject to the determination of the Board of Directors that such shares shall no longer be represented by certificates.Upon the transfer of any uncertificated shares, to the extent then required by the MGCL, the Corporation shall provide to the recordholders of such shares a written statement of the information required by the MGCL to be included on stock certificates.

 

The Corporation shallbe entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be boundto recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not it shallhave express or other notice thereof, except as otherwise expressly provided by the laws of the State of Maryland.

 

Notwithstanding the foregoing,transfers of shares of any class or series of stock will be subject in all respects to the Charter and all of the terms and conditionscontained therein.

 

Section3.          REPLACEMENT CERTIFICATE. Any officer of theCorporation may direct a new certificate or certificates to be issued in place of any certificate or certificates theretoforeissued by the Corporation alleged to have been lost, destroyed, stolen or mutilated, upon the making of an affidavit of thatfact by the person claiming the certificate to be lost, destroyed, stolen or mutilated; provided, however, if such shareshave ceased to be certificated, no new certificate shall be issued unless requested in writing by such stockholder and theBoard of Directors has determined that such certificates may be issued. Unless otherwise determined by an officer of theCorporation, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legalrepresentative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to give theCorporation a bond in such sums as it may direct as indemnity against any claim that may be made against the Corporation.

 

Section 4.          FIXINGOF RECORD DATE. The Board of Directors may set, in advance, a record date for the purpose of determining stockholders entitledto notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividendor the allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose. Such date,in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than 90 daysand, in the case of a meeting of stockholders, not less than ten days, before the date on which the meeting or particular actionrequiring such determination of stockholders of record is to be held or taken.

 

 

When a record date forthe determination of stockholders entitled to notice of and to vote at any meeting of stockholders has been set as provided inthis section, such record date shall continue to apply to the meeting if adjourned or postponed, except if the meeting is adjournedor postponed to a date more than 120 days after the record date originally fixed for the meeting, in which case a new record datefor such meeting may be determined as set forth herein.

 

Section 5.          STOCKLEDGER. The Corporation shall maintain at its principal office or at the office of its counsel, accountants or transfer agent,an original or duplicate stock ledger containing the name and address of each stockholder and the number of shares of each classheld by such stockholder.

 

Section 6.          FRACTIONALSTOCK; ISSUANCE OF UNITS. The Board of Directors may authorize the Corporation to issue fractional stock or authorize the issuanceof scrip, all on such terms and under such conditions as it may determine. Notwithstanding any other provision of the Charter orthese Bylaws, the Board of Directors may issue units consisting of different securities of the Corporation. Any security issuedin a unit shall have the same characteristics as any identical securities issued by the Corporation, except that the Board of Directorsmay provide that for a specified period securities of the Corporation issued in such unit may be transferred on the books of theCorporation only in such unit.

 

**ARTICLE VIII**

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**ACCOUNTING YEAR**

** **

The Board of Directorsshall have the power, from time to time, to fix the fiscal year of the Corporation by a duly adopted resolution.

 

**ARTICLE IX**

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**DISTRIBUTIONS**

 

Section 1.          AUTHORIZATION.Dividends and other distributions upon the stock of the Corporation may be authorized by the Board of Directors and declared bythe Corporation, subject to the provisions of law and the Charter. Dividends and other distributions may be paid in cash, propertyor stock of the Corporation, subject to the provisions of law and the Charter.

 

Section 2.          CONTINGENCIES.Before payment of any dividends or other distributions, there may be set aside out of any assets of the Corporation available fordividends or other distributions such sum or sums as the Board of Directors may from time to time, in its absolute discretion,think proper as a reserve fund for contingencies, for equalizing dividends, for repairing or maintaining any property of the Corporationor for such other purpose as the Board of Directors shall determine, and the Board of Directors may modify or abolish any suchreserve.

 

 

**ARTICLE X**

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**INVESTMENT POLICY**

 

Subject to the provisionsof the Charter, the Board of Directors may from time to time adopt, amend, revise or terminate any policy or policies with respectto investments by the Corporation as it shall deem appropriate in its sole discretion.

 

**ARTICLE XI**

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**SEAL**

 

Section 1.          SEAL.The Board of Directors may authorize the adoption of a seal by the Corporation. The seal shall contain the name of the Corporationand the year of its incorporation and the words “Incorporated Maryland.” The Board of Directors may authorize one ormore duplicate seals and provide for the custody thereof.

 

Section 2.          AFFIXINGSEAL. Whenever the Corporation is permitted or required to affix its seal to a document, it shall be sufficient to meet therequirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signatureof the person authorized to execute the document on behalf of the Corporation.

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**ARTICLE XII**

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**WAIVER OF NOTICE**

 

Whenever any notice ofa meeting is required to be given pursuant to the Charter or these Bylaws or pursuant to applicable law, a waiver thereof in writingor by electronic transmission, given by the person or persons entitled to such notice, whether before or after the time statedtherein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of anymeeting need be set forth in the waiver of notice of such meeting, unless specifically required by statute. The attendance of anyperson at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the expresspurpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

 

**ARTICLE XIII**

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**AMENDMENT OF BYLAWS**

 

The Board of Directorsshall have the exclusive power to adopt, alter or repeal any provision of these Bylaws and to make new Bylaws.