prior to the time of mailing, the stockholder shall have filed with the Secretary a writtenrequest that notices intended for the stockholder be mailed to some other address, in which case itshall be mailed to the address designated in such request. Notice of each meeting of stockholdersshall be in such form as is approved by the Board and shall state the purpose or purposes for whichthe meeting is called, the date and time when and the place where it is to be held, and shall bedelivered personally or mailed not more than sixty (60) days and not less than ten (10) days beforethe day of the meeting. Except as otherwise provided by law, the business which may be transactedat any special meeting of stockholders shall consist of and be limited to the purpose or purposesso stated in such notice. The Secretary or an Assistant Secretary or the transfer agent of theCorporation shall, after giving such notice, make an affidavit stating that notice has been given,which shall be filed with the minutes of such meeting.          (b) Advance Notice Provisions for Business to be Transacted at Annual Meeting. (i)No business may be transacted at an annual meeting of stockholders, other than business that iseither (A) specified in the notice of meeting (or any supplement thereto) given by or at thedirection of the Board (or any duly authorized committee thereof), (B) otherwise properly broughtbefore the annual meeting by or at the direction of the Board (or any duly authorized committeethereof) or (C) otherwise properly brought before the annual meeting by any stockholder of theCorporation who (1) is a stockholder of record on both (x) the date of the giving of the noticeprovided for in this Section 2.03 and (y) the record date for the determination of stockholdersentitled to vote at such annual meeting and (2) complies with the notice procedures set forth inthis Section 2.03(b).          (ii) In addition to any other applicable requirements, for business to be properly broughtbefore an annual meeting by a stockholder, such stockholder must have given timely notice thereofin proper written form to the Secretary of the Corporation.     (A) To be timely, a stockholder’s notice shall be delivered to the Secretary at theprincipal executive offices of the Corporation not less than sixty (60) days nor more thanninety (90) days prior to the first anniversary of the preceding year’s annual meeting.     (B) To be in proper written form, a stockholder’s notice to the Secretary must setforth as to each matter such stockholder proposes to bring before the annual meeting (1) abrief description of the business desired to be brought before the annual meeting and thereasons for conducting such business at the annual meeting, (2) the name and record addressof such stockholder, (3) the class or series and number of shares of capital stock of theCorporation which are beneficially owned or owned of record by such stockholder, (4) adescription of all arrangements or understandings between such stockholder and any otherperson or persons (including their names) in connection with the proposal of such businessby such stockholder and any material interest of such stockholder in such business and (5) arepresentation that such stockholder intends to appear in person or by proxy at the annualmeeting to bring such business before the meeting. As used in these by-laws,“beneficially owned” means all shares which such person is deemed to beneficiallyown pursuant to Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended(the “Exchange Act”).
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          (iii) No business shall be conducted at the annual meeting of stockholders except businessbrought before the annual meeting in accordance with the procedures set forth in this Section 2.03,provided, however, that, once business has been properly brought before the annualmeeting in accordance with such procedures, nothing in this Section 2.03 shall be deemed topreclude discussion by any stockholder of any such business. If the chairman of an annual meetingdetermines that business was not properly brought before the annual meeting in accordance with theforegoing procedures, the chairman shall declare to the meeting that the business was not properlybrought before the meeting and such business shall not be transacted.          (c) Advance Notice Provisions for Election of Directors. (i) In addition to anyother applicable requirements, for a nomination for election of a director to be made by astockholder of the Corporation, such stockholder must (A) be a stockholder of record on both (1)the date of the giving of the notice provided for in this Section 2.03 and (2) the record date forthe determination of stockholders entitled to vote at such annual meeting and (B) have given timelynotice thereof in proper written form to the Secretary of the Corporation. If a stockholder isentitled to vote only for a specific class or category of directors at a meeting of thestockholders, such stockholder’s right to nominate one or more persons for election as a directorat the meeting shall be limited to such class or category of directors.          (ii) To be timely in connection with the annual meeting of the stockholders, a stockholder’snotice shall be delivered to the Secretary at the principal executive offices of the Corporationnot less than sixty (60) days nor more than ninety (90) days prior to the first anniversary of thepreceding year’s annual meeting. In the event the Corporation calls a special meeting ofstockholders for the purpose of electing one or more directors to the Board, any stockholderentitled to vote for the election of such director(s) at such meeting and satisfying therequirements specified in Section 2.03(c)(i) may nominate a person or persons (as the case may be)for election to such position(s) as are specified in the Corporation’s notice of such meeting, butonly if the stockholder notice required by Section 2.03(c)(iii) hereof shall be delivered to theSecretary at the principal executive office of the Corporation not later than the close of businesson the tenth (10th) day following the first day on which the date of the special meeting and eitherthe names of all nominees proposed by the Board to be elected at such meeting or the number ofdirectors to be elected shall have been publicly announced.          (iii) To be in proper written form, a stockholder’s notice to the Secretary must set forth (A)as to each person whom the stockholder proposes to nominate for election as a director (1) thename, age, business address and residence address of the person, (2) the principal occupation oremployment of the person, (3) the class or series and number of shares of capital stock of theCorporation, if any, which are beneficially owned or owned of record by the person and (4) anyother information relating to the person that would be required to be disclosed in a proxystatement or other filings required to be made in connection with solicitations of proxies forelection of directors pursuant to Section 14 of the Exchange Act and the rules and regulationspromulgated thereunder; and (B) as to the stockholder giving notice (1) the name and record addressof such stockholder, (2) the class or series and number of shares of capital stock of theCorporation which are beneficially owned or owned of record by such stockholder, (3) a descriptionof all arrangements or understandings between such stockholder and each proposed nominee and anyother person or persons (including their names) pursuant to which the nomination(s) are to be madeby such stockholder, (4) a representation that such stockholder
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intends to appear in person or by proxy at the annual meeting to nominate the person(s) namedin its notice and (5) any other information relating to such stockholder that would be required tobe disclosed in a proxy statement or other filings required to be made in connection withsolicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act andthe rules and regulations promulgated thereunder. Such notice must be accompanied by a writtenconsent of each proposed nominee to being named as a nominee and to serve as a director if elected.          (iv) No person shall be eligible for election as a director of the Corporation unlessnominated in accordance with the procedures set forth in this Section 2.03(c). If the chairman ofan annual meeting determines that a nomination was not made in accordance with the foregoingprocedures, the chairman shall declare to the meeting that the nomination was defective and suchdefective nomination shall be disregarded.          (v) This Section 2.03(c) shall not apply to any nomination of a director in an election inwhich only the holders of one or more series of preferred stock of the Corporation (“PreferredStock”) issued pursuant to Article IV of the Second Amended and Restated Certificate ofIncorporation of the Corporation (the “Certificate of Incorporation”) are entitled to vote(unless otherwise provided in the terms of such series of Preferred Stock).          (d) Adjournment. In no event shall the adjournment of an annual or special meeting ofthe stockholders, or any announcement thereof, commence a new period for the giving of notice underthis Section 2.03.          SECTION 2.04. Waiver of Notice. Notice of any annual or special meeting ofstockholders need not be given to any stockholder who files a written waiver of notice with theSecretary, signed by the person entitled to notice, whether before or after such meeting. Neitherthe business to be transacted at, nor the purpose of, any meeting of stockholders need be specifiedin any written waiver of notice thereof. Attendance of a stockholder at a meeting, in person or byproxy, shall constitute a waiver of notice of such meeting, except when such stockholder attends ameeting for the express purpose of objecting, at the beginning of the meeting, to the transactionof any business on the grounds that the notice of such meeting was inadequate or improperly given.          SECTION 2.05. Adjournments. Whenever a meeting of stockholders, annual or special,is adjourned to another date, time or place, notice need not be given of the adjourned meeting ifthe date, time and place thereof are announced at the meeting at which the adjournment is taken.If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixedfor the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholderentitled to vote thereat. At the adjourned meeting, any business may be transacted which mighthave been transacted at the original meeting.          SECTION 2.06. Quorum. Except as otherwise provided by law or the Certificate ofIncorporation, the record holders of shares having a majority of the voting power of the sharesentitled to vote thereat, present in person or by proxy, shall constitute a quorum for thetransaction of business at all meetings of stockholders, whether annual or special. In the absenceof a quorum, any meeting of stockholders may be adjourned, from time to time, either by the
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chairman of the meeting or by vote of the holders of a majority of the shares representedthereat, but no other business shall be transacted at such meeting. The stockholders present at aduly called or convened meeting, at which a quorum is present, may continue to transact businessuntil adjournment, notwithstanding the withdrawal of enough stockholders to leave less than aquorum. Except as otherwise provided by law, the Certificate of Incorporation or these By-laws,all action taken by the holders of a majority of the vote cast, excluding abstentions, at anymeeting at which a quorum is present shall be valid and binding upon the Corporation;provided, however, that directors shall be elected by a plurality of the votes ofthe shares present in person or represented by proxy at the meeting and entitled to vote on theelection of directors. Where a separate vote by a class or classes or series is required, exceptwhere otherwise provided by the statute or by the Certificate of Incorporation or these By-laws,the record holders of shares having a majority of the voting power of the shares of such class orclasses or series, present in person or represented by proxy, shall constitute a quorum entitled totake action with respect to that vote on that matter and, except where otherwise provided by thestatute or by the Certificate of Incorporation or these By-laws, the affirmative vote of themajority (plurality, in the case of the election of directors) of the votes cast, includingabstentions, by the holders of shares of such class or classes or series shall be the act of suchclass or classes or series.          SECTION 2.07. Proxies and Voting. Except as otherwise provided in a resolution ofthe Board adopted pursuant to the Certificate of Incorporation and these By-laws establishing aseries of Preferred Stock, at each meeting of stockholders, each holder of shares of theCorporation’s Class A Common Stock, par value $0.01 per share (“Class A Common Stock”),shall be entitled to one (1) vote for each such share, and each holder of the Corporation’s Class BCommon Stock, par value $0.01 per share (“Class B Common Stock”, and together with theClass A Common Stock, the “Common Stock”), shall be entitled to the respective number ofvotes as set forth in the Certificate of Incorporation, in each case determined with reference tothe number of shares of Common Stock and Ownership Interests (as such term is defined in theCertificate of Incorporation) in Calamos Holdings LLC, a Delaware limited liability company,standing in such holder’s name on the stock records of the Corporation maintained in accordancewith Section 7.02 hereof (i) at the time fixed pursuant to Section 7.07 of these By-laws as therecord date for the determination of stockholders entitled to vote at such meeting, or (ii) if nosuch record date shall have been fixed, then at the close of business on the day next preceding theday on which notice thereof shall be given. At each meeting of stockholders, all matters (exceptas otherwise provided in these By-laws and except in cases where a larger vote is required by lawor by the Certificate of Incorporation or these By-laws) shall be decided by a majority of thevotes cast at such meeting by the holders of shares of capital stock present or represented byproxy and entitled to vote thereon, a quorum being present. At any meeting of the stockholders,every stockholder entitled to vote may vote in person or by proxy authorized by an instrument inwriting or by a transmission permitted by law filed in accordance with the procedure establishedfor the meeting. Any copy, facsimile telecommunication or other reliable reproduction of thewriting or transmission created pursuant to this Section 2.07 may be substituted or used in lieu ofthe original writing or transmission for any and all purposes for which the original writing ortransmission could be used, provided that such copy, facsimile telecommunication or otherreproduction shall be a complete reproduction of the entire original writing or transmission. Allvoting, including on the election of directors but excepting where otherwise required by law, maybe by a voice vote; provided, however, that upon demand therefore by a stockholderentitled to vote or by such stockholder’s proxy, a stock
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vote shall betaken. Every stock vote shall be taken by ballots, each of which shall state the name of thestockholder or proxy voting and such other information as may be required under the procedureestablished for the meeting.          SECTION 2.08. Action Without Meeting. For so long as shares of Class B Common Stockare issued and outstanding, any action required to be taken at any annual or special meeting of thestockholders of the Corporation, or any action which may be taken at any annual or special meetingof such stockholders, may be taken without a meeting, without prior notice and without a vote, if aconsent in writing (or deemed to be in writing under applicable law), setting forth the action sotaken, shall be signed by stockholders (or deemed to be signed by stockholders under applicablelaw) representing not less than the minimum number of votes that would be necessary to authorize ortake such actions at a meeting at which all shares entitled to vote thereon were present and votedand shall be delivered and dated as required by law. Prompt notice of the taking of such actionwithout a meeting by less than unanimous written consent shall be given to those stockholders whohave not consented in writing. The Secretary shall file such consents with the minutes of themeetings of the stockholders. Immediately following such time, if any, as when there cease to beshares of Class B Common Stock issued and outstanding, (i) no action may be taken by thestockholders except at an annual or special meeting of stockholders called in accordance with theseBy-laws, and (ii) no action may be taken by the stockholders by written consent without a meeting.          SECTION 2.09. Organization. (a) At every meeting of stockholders, the Chairman ofthe Board, or, if a Chairman has not been appointed or is absent, the Chief Executive Officer, or,if the Chief Executive Officer is absent, a chairman of the meeting chosen by a majority ininterest of the stockholders entitled to vote, present in person or by proxy, shall act aschairman. The Secretary, or, in his or her absence, an Assistant Secretary directed to do so bythe Chief Executive Officer, shall act as secretary of the meeting.          (b) The Board shall be entitled to make such rules or regulations for the conduct of meetingsof stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules andregulations of the Board, if any, the chairman of the meeting shall have the right and authority toprescribe such rules, regulations and procedures and to do all such acts as, in the judgment ofsuch chairman, are necessary, appropriate or convenient for the proper conduct of the meeting,including, without limitation, establishing an agenda or order of business for the meeting, rulesand procedures for maintaining order at the meeting and the safety of those present, limitations onparticipation in such meeting to stockholders of record of the Corporation and their dulyauthorized and constituted proxies and such other persons as the chairman shall permit,restrictions on entry to the meeting after the time fixed for the commencement thereof, limitationson the time allotted to questions or comments by participants and regulation of the opening andclosing of the polls for balloting on matters which are to be voted on by ballot. Unless and tothe extent determined by the Board or the chairman of the meeting, meetings of stockholders shallnot be required to be held in accordance with rules of parliamentary procedure.
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**ARTICLE III**BOARD OF DIRECTORS          SECTION 3.01. Powers. (a) The business and affairs of the Corporation shall bemanaged by the Board, which may exercise all such powers of the Corporation and do all such lawfulacts and things as are not by law, the Certificate of Incorporation or these By-laws directed orrequired to be exercised or done by stockholders. The Board may, subject to the approvalprocedures of this Sections 3.01 and except as otherwise required by law, exercise all such powersand do all such acts and things as may be exercised or done by the Corporation, including, withoutlimiting the generality of the foregoing, the unqualified power:          (i) to declare dividends from time to time in accordance with law;          (ii) to purchase or otherwise acquire any property, rights or privileges on such terms as itshall determine;          (iii) to authorize the creation, making and issuance, in such form as it may determine, ofwritten obligations of every kind, negotiable or non-negotiable, secured or unsecured, and to doall things necessary in connection therewith;          (iv) to remove any officer of the Corporation with or without cause, and from time to time todevolve the powers and duties of any officer upon any other person for the time being;          (v) to adopt from time to time such stock, option, stock purchase, bonus or other compensationplans for directors, officers, employees and agents of the Corporation and its subsidiaries as itmay determine;          (vi) to adopt from time to time such insurance, retirement and other benefit plans fordirectors, officers, employees and agents of the Corporation and its subsidiaries as it maydetermine; and          (vii) to adopt from time to time regulations, not inconsistent with these By-laws, for themanagement of the Corporation’s business and affairs.          (b) Without limiting the powers of the Board set forth in Section 3.01(a), the Corporationshall not, and shall not permit any Subsidiary (as defined in Section 3.01(e) below) to, and noofficer, employee or agent of the Corporation or any Subsidiary shall, take any of the followingactions without the prior approval of the Board:          (i) any merger, consolidation, dissolution or liquidation of the Corporation or any Subsidiaryor any transaction having the same effect;          (ii) except pursuant to the conversion or exchange rights set forth in the Certificate ofIncorporation, the Limited Liability Company Agreement of Calamos Holdings LLC, as amended (the“LLC Agreement”) or similar constitutive documents of any other Subsidiary and issuancespursuant to the Calamos Asset Management, Inc. Incentive
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Compensation Plan, (A) the authorization of any equity security of the Corporation or anyOwnership Interests (as defined in the Certificate of Incorporation) or other equity interest inany Subsidiary (including, without limitation, in each case, any security convertible orexchangeable for such an equity security or interest), (B) the issuance, cancellation, alteration,modification, redemption or any change in, of, or to, any equity security of the Corporation (otherthan any Class B Common Stock) or any Ownership Interests (as defined in the Certificate ofIncorporation) or other equity interest in any Subsidiary (including, without limitation, in eachcase, any security convertible or exchangeable for such an equity security or interest), or (C) theauthorization, issuance, cancellation, alteration, modification, redemption or any change in, of,or to, any right, option, put, call or warrant with respect to the equity securities or otherequity interest referred to in clause (B);          (iii) the transfer or other disposition (other than inventory or obsolete assets of theCorporation or any Subsidiary) of, or placing any encumbrance (other than encumbrances arising byoperation of law) on, any material asset of the Corporation or any Subsidiary, except PermittedEncumbrances (as defined in the LLC Agreement);          (iv) except for transactions for the Corporation’s investment portfolio executed in accordancewith the Corporation’s investment policy statement; the acquisition of any interest in, or themaking of any loan or extension of credit to, another person or entity by the Corporation or anySubsidiary for or in an amount in excess of $10,000,000; any capital expenditure (or series ofrelated capital expenditures) by the Corporation or any Subsidiary in excess of $10,000,000; or anydebt, loan or borrowing of the Corporation or any Subsidiary (other than borrowings under revolvingcredit facilities approved by the Board) exceeding $10,000,000 outstanding in the aggregate at anytime, or any revolving credit facility of the Corporation or any Subsidiary permitting aggregateborrowings at any one time outstanding to exceed $10,000,000;          (v) the adoption and approval of any business plan for the Corporation or any Subsidiary; and          (vi) the adoption of any incentive or other employee benefit plan by the Corporation or anySubsidiary or any material amendment to any such existing plan.          (c) Notwithstanding anything to the contrary contained in Articles III and IV hereof, thefollowing actions shall require the approval of the Class B Directors (as defined in theCertificate of Incorporation):          (i) any merger, consolidation, dissolution or liquidation of the Corporation or any Subsidiaryor any transaction having the same effect; and          (ii) except pursuant to the conversion or exchange rights set forth in the Certificate ofIncorporation, the LLC Agreement or similar constitutive documents of any Subsidiary and issuancespursuant to the Calamos Asset Management, Inc. Incentive Compensation Plan, (A) the authorizationof any equity security of the Corporation or any Ownership Interests (as defined in the Certificateof Incorporation) or other equity interest in any Subsidiary (including, without limitation, ineach case, any security convertible or exchangeable
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for such an equity security or interest), (B) the issuance, cancellation, alteration,modification, redemption or any change in, of, or to, any equity security of the Corporation (otherthan any Class B Common Stock) or any Ownership Interests (as defined in the Certificate ofIncorporation) or other equity interest in any Subsidiary (including, without limitation, in eachcase, any security convertible or exchangeable for such an equity security or interest), or (C) theauthorization, issuance, cancellation, alteration, modification, redemption or any change in, of,or to, any right, option, put, call or warrant with respect to the equity securities or otherequity interest referred to in clause (B).          (d) Notwithstanding anything to the contrary contained in Articles III and IV hereof, thefollowing actions shall require the approval of the Class B Directors (as defined in theCertificate of Incorporation) and a majority of the independent members of the Board:          (i) any amendment, change or other modification or restatement to the Certificate ofIncorporation of the Corporation, the By-laws of the Corporation, the Limited Liability CompanyAgreement of Calamos Holdings LLC, as amended, or similar constitutive document of any Subsidiaryof the Corporation or Calamos Holdings LLC (other than any amendment required to effect a merger,consolidation or any transaction having the same effect approved in accordance with the termsherein);          (ii) the conduct by the Corporation or any Subsidiary of any business other than theinvestment advisory or investment management business and any ancillary or related business or theestablishment of a new entity to conduct any such business; and          (iii) the authorization, issuance, cancellation, alteration, modification, redemption or anychange in, of, or to, any Class B Common Stock or any right, option, put, call or warrant withrespect to any Class B Common Stock.          (e) For the purposes of this Section 3.01, “Subsidiary” shall mean Calamos HoldingsLLC, the Delaware limited liability company in which the Corporation is the sole Manager, or anysuccessor entity thereto, and any other corporation, limited liability company, partnership orother entity in which the Corporation or Calamos Holdings LLC (or any successor entity thereto),directly or indirectly, has a controlling equity interest.          SECTION 3.02. Nominations. Nominations for the election of directors may be made bythe Board or a committee appointed by the Board, or by any stockholder entitled to vote generallyin the election of directors who complies with the notice procedures set forth in Section 2.03(c).Directors shall be at least 21 years of age. Directors need not be stockholders. At each meetingof stockholders for the election of directors at which a quorum is present, the persons receiving aplurality of the votes cast shall be elected directors. All nominations by stockholders shall bemade pursuant to timely notice in proper written form to the Secretary of the Corporation.          SECTION 3.03. Number. The Board shall consist of not less than three (3) nor morethan nine (9) persons. The Class B Directors (as defined in the Certificate of Incorporation, andin the absence of a sole remaining Class B Director, such determination shall be made by a majorityvote of the holders of Class B Common Stock, voting separately as a class) shall have
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the right, but not the obligation, to appoint one additional Class B Director for each newlycreated directorship (other than a directorship for a Class B Director); provided however that atall times the Board shall consist of a majority of independent directors.          SECTION 3.04. Vacancies; Newly Created Directorships. Any vacancies on the Boardresulting from death, resignation, disqualification, removal or other cause, and any newly createddirectorships resulting from an increase in the number of directors, shall be filled in the mannerprovided in the Certificate of Incorporation.          SECTION 3.05. Resignation. Any director may resign at any time by delivering hiswritten resignation to the Secretary, such resignation to specify whether it will be effective at aparticular time, upon receipt by the Secretary or at the pleasure of the Board. If no suchspecification is made, it shall be deemed effective at the pleasure of the Board.          SECTION 3.06. Meetings. (a) Annual Meetings. The annual meeting of theBoard shall be held immediately before or after the annual meeting of stockholders and may be atthe place where such meeting is held. No notice of an annual meeting of the Board shall benecessary and such meeting shall be held for the purpose of electing officers and transacting suchother business as may lawfully come before it.          (b) Regular Meetings. Except as hereinafter otherwise provided, regular meetings ofthe Board shall be held in the office of the Corporation required to be maintained pursuant toSection 1.02 hereof. Unless otherwise restricted by the Certificate of Incorporation, regularmeetings of the Board may also be held at any place within or without the State of Delaware whichhas been designated by resolution of the Board or the written consent of all directors. Regularmeetings of the Board shall be held not less frequently than quarterly.          (c) Special Meetings. Unless otherwise restricted by the Certificate ofIncorporation, special meetings of the Board may be held at any time and place within or withoutthe State of Delaware whenever called by the Chairman of the Board or a majority of the thenauthorized number of directors.          (d) Telephone Meetings. Any member of the Board, or of any committee thereof, mayparticipate in a meeting by means of conference telephone or similar communications equipment bymeans of which all persons participating in the meeting can hear each other, and participation in ameeting by such means shall constitute presence in person at such meeting.          (e) Notice of Meetings. Notice of the time and place of all special meetings of theBoard shall be orally or in writing, by telephone, facsimile, electronic mail, telegraph or telex,during normal business hours, at least twenty-four (24) hours before the date and time of themeeting, or sent in writing to each director by first class mail, charges prepaid, at least three(3) days before the date of the meeting. Notice of any meeting may be waived in writing at anytime before or after the meeting and will be waived by any director by attendance thereat, exceptwhen the director attends the meeting for the express purpose of objecting at the beginning of themeetings to the transaction of any business because the meeting is not lawfully called or convened.
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          (f) Waiver of Notice. The transaction of all business at any meeting of the Board, orany committee thereof, however called or noticed, or wherever held, shall be as valid as though hadat a meeting duly held after regular call and notice, if a quorum be present and if, either beforeor after the meeting, each of the directors not present shall sign a written waiver of notice. Allsuch waivers shall be filed with the corporate records or made a part of the minutes of themeeting.          (g) Quorum and Manner of Acting. A majority of the total number of directors then inoffice shall be present in person at any meeting of the Board in order to constitute a quorum forthe transaction of business at such meeting, and the vote of a majority of those directors presentat any such meeting at which a quorum is present shall be necessary for the passage of anyresolution or act of the Board, except as otherwise expressly required by law, the Certificate ofIncorporation or these By-laws. In the absence of a quorum for any such meeting, a majority of thedirectors present thereat may adjourn such meeting from time to time until a quorum shall bepresent.          (h) Organization. At each meeting of the Board, one of the following shall act aschairman of the meeting and preside, in the following order of precedence:          (i) the Chairman;          (ii) the Chief Executive Officer;          (iii) any director chosen by a majority of the directors present.The Secretary or, in the case of his absence, any person (who shall be an Assistant Secretary, ifan Assistant Secretary is present) whom the chairman of the meeting shall appoint shall act assecretary of such meeting and keep the minutes thereof.          SECTION 3.07. Directors’ Consent in Lieu of Meeting. Any action required orpermitted to be taken at any meeting of the Board or of any committee thereof may be taken withouta meeting, without prior notice and without a vote, if a consent in writing or by electronictransmission, setting forth the action so taken, shall be signed by all the members of the Board orsuch committee and such consent or electronic transmission or transmissions is filed with theminutes of the proceedings of the Board or such committee. Such filing shall be in paper form ifthe minutes are maintained in paper form and shall be in electronic form if the minutes aremaintained in electronic form.          SECTION 3.08. Compensation. Unless otherwise restricted by the Certificate ofIncorporation, the Board may determine the compensation of directors. In addition, as determinedby the Board, directors may be reimbursed by the Corporation for their expenses, if any, in theperformance of their duties as directors. No such compensation or reimbursement shall preclude anydirector from serving the Corporation in any other capacity and receiving compensation therefor.
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**ARTICLE IV**COMMITTEES OF THE BOARD          SECTION 4.01. Appointment and Powers of Audit Committee. The Board shall establishan Audit Committee of the Board, which shall consist of such number of members as the Board shalldetermine. The Audit Committee shall oversee: (i) the quality and integrity of the Corporation’sfinancial statements; (ii) the quality and integrity of the Corporation’s financial reportingprocesses; (iii) the quality and integrity of the Corporation’s systems of internal controls; (iv)the Corporation’s compliance with legal and regulatory requirements; (v) the independent auditor’squalifications and independence; and (vi) the performance of the Corporation’s internal auditfunction and independent auditor. The Audit Committee may determine its manner of acting and fixthe time and place of its meetings, unless the Board shall otherwise provide. A majority of themembers of the Audit Committee shall constitute a quorum for the transaction of business by thecommittee and the act of a majority of the members of the committee present at a meeting at which aquorum shall be present shall be the act of the committee.          SECTION 4.02. Appointment and Powers of Nominating and Corporate GovernanceCommittee. The Board shall establish a Nominating and Corporate Governance Committee forpurposes of selecting nominees to be recommended by the Board for election as directors. TheNominating and Corporate Governance Committee shall also recommend to the Board the directors toserve on each of the committees established by the Board. The Nominating and Corporate GovernanceCommittee may determine its manner of acting and fix the time and place of its meetings, unless theBoard shall otherwise provide. A majority of the members of the Nominating and CorporateGovernance Committee shall constitute a quorum for the transaction of business by the committee andthe act of a majority of the members of the committee present at a meeting at which a quorum shallbe present shall be the act of the committee.          SECTION 4.03. Appointment and Powers of Compensation Committee. The Board shallestablish a Compensation Committee for purposes of developing and overseeing the implementation ofthe Corporation’s philosophy with respect to the compensation of the Corporation’s officers anddirectors. The Compensation Committee may determine its manner of acting and fix the time andplace of its meetings, unless the Board shall otherwise provide. A majority of the members of theCompensation Committee shall constitute a quorum for the transaction of business by the committeeand the act of a majority of the members of the committee present at a meeting at which a quorumshall be present shall be the act of the committee.          SECTION 4.04. Other Committees. The Board may, by resolution adopted by theaffirmative vote of a majority of the authorized number of directors, designate members of theBoard to constitute such other committees of the Board as the Board may determine. Such committeesshall in each case consist of such number of directors as the Board may determine, and shall haveand may exercise, to the extent permitted by law, such powers as the Board may delegate to them inthe respective resolutions appointing them. Each such committee may determine its manner of actingand fix the time and place of its meetings, unless the Board shall
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otherwise provide. A majority of the members of any such committee shall constitute a quorumfor the transaction of business by the committee and the act of a majority of the members of suchcommittee present at a meeting at which a quorum shall be present shall be the act of thecommittee.          SECTION 4.05. Action by Consent; Participation by Telephone or Similar Equipment.Unless the Board shall otherwise provide, any action required or permitted to be taken by anycommittee may be taken without a meeting if all members of the committee consent in writing to theadoption of a resolution authorizing the action. The resolution and the written consents theretoby the members of the committee shall be filed with the minutes of the proceedings of thecommittee. Unless the Board shall otherwise provide, any one or more members of any such committeemay participate in any meeting of the committee by means of conference telephone or similarcommunications equipment by means of which all persons participating in the meeting can hear eachother. Participation by such means shall constitute presence in person at a meeting of thecommittee.          SECTION 4.06. Resignations; Removals. Any member of any committee may resign at anytime by giving notice to the Corporation; provided, however, that notice to theBoard, the Chairman of the Board, the Chief Executive Officer of the Corporation, the chairman ofsuch committee or the Secretary of the Corporation shall be deemed to constitute notice to theCorporation. Such resignation shall take effect upon receipt of such notice or at any later timespecified therein; and, unless otherwise specified therein, acceptance of such resignation shallnot be necessary to make it effective. Any member of any such committee may be removed at anytime, either with or without cause, by the affirmative vote of a majority of the authorized numberof directors at any meeting of the Board called for that purpose. Any vacancies on any committeeof the Board shall be filled in the manner set forth above in respect of the appointment of suchcommittee.**ARTICLE V**OFFICERS          SECTION 5.01. Officers. The officers of the Corporation shall be the Chairman, theChief Executive Officer, one or more Vice Presidents, the Secretary and a Treasurer and may includeone or more Vice Presidents and one or more Assistant Secretaries and one or more AssistantTreasurers. Any two or more offices may be held by the same person.          SECTION 5.02. Authority and Duties. All officers shall have such authority andperform such duties in the management of the Corporation as may be provided in these By-laws or, tothe extent not so provided, by resolution of the Board.          SECTION 5.03. Term of Office, Resignation and Removal. (a) The officers of theCorporation shall, on an annual basis, be appointed by the Board, except for the Chairman and theChief Executive Officer who will be appointed by the Class B Directors (as defined in theCertificate of Incorporation), subject to the approval of a majority of the other members of theBoard. The Board may require any officer to give security for the faithful performance of hisduties.
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          (b) Any officer may resign at any time by giving written notice to the Board, the Chairman,the Chief Executive Officer or the Secretary. Such resignation shall take effect at the timespecified in such notice or, if the time be not specified, upon receipt thereof by the Board, theChairman, the Chief Executive Officer or the Secretary, as the case may be. Unless otherwisespecified therein, acceptance of such resignation shall not be necessary to make it effective.          (c) All officers and agents shall be subject to removal, with or without cause, at any time bythe Board or by the action of the record holders of shares having a majority of the voting power ofthe shares entitled to vote thereon.          SECTION 5.04. Vacancies. Any vacancy occurring in any office of the Corporation, forany reason, shall be filled by action of the Board. Unless earlier removed pursuant to Section5.03 hereof, any officer appointed by the Board to fill any such vacancy shall serve only untilsuch time as the unexpired term of his predecessor expires unless reappointed by the Board.          SECTION 5.05. The Chairman. The Chairman shall have the power to call specialmeetings of stockholders, to call special meetings of the Board and, if present, to preside at allmeetings of stockholders and all meetings of the Board. The Chairman shall perform all dutiesincident to the office of Chairman of the Board and all such other duties as may from time to timebe assigned to him by the Board or these By-laws.          SECTION 5.06. The Chief Executive Officer. The Chief Executive Officer shall be thechief executive officer of the Corporation and shall have general and active management and controlof the business and affairs of the Corporation, subject to the control of the Board, and shall seethat all orders and resolutions of the Board are carried into effect. The Chief Executive Officershall perform all duties incident to the office of Chief Executive Officer and all such otherduties as may from time to time be assigned to him by the Board or these By-laws.          SECTION 5.07. Vice Presidents. Vice Presidents, if any, in order of their seniorityor in any other order determined by the Board, shall generally assist the Chief Executive Officerand perform such other duties as the Board or the Chief Executive Officer shall prescribe, and inthe absence or disability of the Chief Executive Officer, shall perform the duties and exercise thepowers of the Chief Executive Officer.          SECTION 5.08. The Secretary. The Secretary shall, to the extent practicable, attendall meetings of the Board and all meetings of stockholders and shall record all votes and theminutes of all proceedings in a book to be kept for that purpose, and shall perform the same dutiesfor any committee of the Board when so requested by such committee. He shall give or cause to begiven notice of all meetings of stockholders and of the Board, shall perform such other duties asmay be prescribed by the Board, the Chairman or the Chief Executive Officer and shall act under thesupervision of the Chairman. He shall keep in safe custody the seal of the Corporation and affixthe same to any instrument that requires that the seal be affixed to it and which shall have beenduly authorized for signature in the name of the Corporation and, when so affixed, the seal shallbe attested by his signature or by the signature of the Treasurer of the Corporation (the“Treasurer”) or an Assistant Secretary or Assistant Treasurer of the
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Corporation. He shall keep in safe custody the certificate books and stockholder records andsuch other books and records of the Corporation as the Board, the Chairman or the Chief ExecutiveOfficer may direct and shall perform all other duties incident to the office of Secretary and suchother duties as from time to time may be assigned to him by the Board, the Chairman or the ChiefExecutive Officer.          SECTION 5.09. Assistant Secretaries. Assistant Secretaries of the Corporation(“Assistant Secretaries”), if any, in order of their seniority or in any other orderdetermined by the Board, shall generally assist the Secretary and perform such other duties as theBoard or the Secretary shall prescribe, and, in the absence or disability of the Secretary, shallperform the duties and exercise the powers of the Secretary.          SECTION 5.10. The Treasurer. The Treasurer shall have the care and custody of allthe funds of the Corporation and shall deposit such funds in such banks or other depositories asthe Board, or any officer or officers, or any officer and agent jointly, duly authorized by theBoard, shall, from time to time, direct or approve. He shall disburse the funds of the Corporationunder the direction of the Board and the Chief Executive Officer. He shall keep a full andaccurate account of all moneys received and paid on account of the Corporation and shall render astatement of his accounts whenever the Board, the Chairman or the Chief Executive Officer shall sorequest. He shall perform all other necessary actions and duties in connection with theadministration of the financial affairs of the Corporation and shall generally perform all theduties usually appertaining to the office of treasurer of a corporation. When required by theBoard, he shall give bonds for the faithful discharge of his duties in such sums and with suchsureties as the Board shall approve.          SECTION 5.11. Assistant Treasurers. Assistant Treasurers of the Corporation(“Assistant Treasurers”), if any, in order of their seniority or in any other orderdetermined by the Board, shall generally assist the Treasurer and perform such other duties as theBoard or the Treasurer shall prescribe, and, in the absence or disability of the Treasurer, shallperform the duties and exercise the powers of the Treasurer.**ARTICLE VI**CHECKS, DRAFTS, NOTES, AND PROXIES          SECTION 6.01. Checks, Drafts and Notes. All checks, drafts and other orders for thepayment of money, notes and other evidences of indebtedness issued in the name of the Corporationshall be signed by such officer or officers, agent or agents of the Corporation and in such manneras shall be determined, from time to time, by resolution of the Board.          SECTION 6.02. Execution of Proxies. The Chairman or the Chief Executive Officer, or,in the absence or disability of both of them, any Vice President, may authorize, from time to time,the execution and issuance of proxies to vote shares of stock or other securities of othercorporations held of record by the Corporation and the execution of consents to action taken or tobe taken by any such corporation. All such proxies and consents, unless otherwise authorized bythe Board, shall be signed in the name of the Corporation by the Chairman, the Chief ExecutiveOfficer or any Vice President.
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**ARTICLE VII**SHARES AND TRANSFERS OF SHARES          SECTION 7.01. Certificates Evidencing Shares. Shares shall be evidenced bycertificates in such form or forms as shall be approved by the Board; provided that theBoard may provide by resolution or resolutions that some or all of any class or classes or seriesof stock shall be uncertified shares; providedfurther that any such resolutionshall not apply to any shares represented by a certificate theretofore issued until suchcertificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolutionby the Board, upon request, every holder of uncertified shares shall be entitled to have acertificate signed by or in the name of the Corporation (as provided below) representing the numberof shares in registered certificate form. Certificates shall be issued in consecutive order andshall be numbered in the order of their issue, and shall be signed by the Chairman, the ViceChairman, the Chief Executive Officer or any Vice President and by the Secretary, any AssistantSecretary, the Treasurer or any Assistant Treasurer. Any or all of the signatures on thecertificate may be a facsimile. In the event any officer, transfer agent or registrar who hassigned or whose facsimile signature has been placed upon a certificate shall have ceased to holdsuch office, transfer agent or registrar or to be employed by the Corporation before suchcertificate is issued, such certificate may be issued by the Corporation with the same effect as ifsuch officer had held such office on the date of issue. Certificates representing shares of stockof the Corporation may bear such legends regarding restrictions on transfer or other matters as anyofficer or officers of the Corporation may determine to be lawful or appropriate. The Corporationshall not have the power to issue a certificate in bearer form.          SECTION 7.02. Stock Ledger. A stock ledger in one or more counterparts setting fortha complete list of stockholders entitled to vote at any meeting of stockholders, arranged inalphabetical order for each class of stock and showing the address of each such stockholder and thenumber of shares of the Corporation, and the amount of Ownership Interests (as such term is definedin the Certificate of Incorporation) of Calamos Holdings LLC, which are registered in suchstockholder’s name, shall be maintained by the Corporation. Except as otherwise expressly requiredby law, the person in whose name shares stand on the stock ledger of the Corporation shall bedeemed the owner and record holder thereof for all purposes.          SECTION 7.03. Transfers of Shares. Upon surrender to the Corporation or the transferagent of the Corporation of a certificate for shares duly endorsed or accompanied by properevidence of succession, assignation or authority to transfer, it shall be the duty of theCorporation to issue a new certificate to the person entitled thereto, cancel the old certificateand record the transaction upon its books.
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          SECTION 7.04. Addresses of Stockholders. Each stockholder shall designate to theCorporation an address at which notices of meetings and all other corporate notices may be servedor mailed to such stockholder, and, if any stockholder shall fail to so designate such an address,corporate notices may be served upon such stockholder by mail directed to the mailing address, ifany, as the same appears in the stock ledger of the Corporation or at the last known mailingaddress of such stockholder.          SECTION 7.05. Lost, Destroyed and Mutilated Certificates. Each record holder ofshares shall promptly notify the Corporation of any loss, destruction or mutilation of anycertificate or certificates evidencing any share or shares of which he is the record holder. TheBoard may, in its discretion, cause the Corporation to issue a new certificate in place of anycertificate theretofore issued by it and alleged to have been mutilated, lost, stolen or destroyed,upon the surrender of the mutilated certificate or, in the case of loss, theft or destruction ofthe certificate, upon satisfactory proof of such loss, theft or destruction, and the Board may, inits discretion, require the record holder of the shares evidenced by the lost, stolen or destroyedcertificate or his legal representative to give the Corporation a bond sufficient to indemnify theCorporation against any claim made against it on account of the alleged loss, theft or destructionof any such certificate or the issuance of such new certificate.          SECTION 7.06. Regulations. The Board may make such other rules and regulations as itmay deem expedient, not inconsistent with these By-laws, concerning the issue, transfer andregistration of certificates evidencing shares, including, without limitation, appointing one ormore transfer agents and one or more registrars.          SECTION 7.07. Fixing Date for Determination of Stockholders of Record. In order thatthe Corporation may determine the stockholders entitled to notice of or to vote at any meeting ofstockholders or any adjournment thereof, or to express consent to corporate action in writingwithout a meeting, or entitled to receive payment of any dividend or other distribution orallotment of any rights, or entitled to exercise any rights in respect of any change, conversion orexchange of stock, or for the purpose of any other lawful action, the Board may fix, in advance, arecord date, which shall not be more than 60 nor less than 10 days before the date of such meeting,nor more than 60 days prior to any other such action. A determination of the stockholders entitledto notice of or to vote at a meeting of stockholders shall apply to any adjournment of suchmeeting; provided, however, that the Board may fix a new record date for theadjourned meeting.**ARTICLE VIII**SEAL          SECTION 8.01. Seal. The Board may approve and adopt a corporate seal, which shall bein the form of a circle and shall bear the full name of the Corporation, the year of itsincorporation and the words “Corporate Seal Delaware”.
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**ARTICLE IX**FISCAL YEAR          SECTION 9.01. Fiscal Year. The fiscal year of the Corporation shall end on thethirty-first day of December of each year unless changed by resolution of the Board.**ARTICLE X**INDEMNIFICATION AND INSURANCE          SECTION 10.01. Indemnification. (a) The Corporation shall indemnify any person whowas or is a party or is threatened to be made a party to any threatened, pending or completedaction, suit or proceeding, whether civil, criminal, administrative or investigative (other than anaction by or in the right of the Corporation) by reason of the fact that the person is or was adirector, officer, employee or agent of the Corporation, or is or was serving at the request of theCorporation as a director, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise, against expenses (including attorneys’ fees), judgments, finesand amounts paid in settlement actually and reasonably incurred by the person in connection withsuch action, suit or proceeding if the person acted in good faith and in a manner the personreasonably believed to be in, or not opposed to, the best interests of the Corporation, and, withrespect to any criminal action or proceeding, had no reasonable cause to believe the person’sconduct was unlawful. The termination of any action, suit or proceeding by judgment, order,settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself,create a presumption that the person did not act in good faith and in a manner which the personreasonably believed to be in or not opposed to the best interests of the Corporation, and, withrespect to any criminal action or proceeding, had reasonable cause to believe that the person’sconduct was unlawful.          (b) The Corporation shall indemnify any person who was or is a party or is threatened to bemade a party to any threatened, pending or completed action or suit by or in the right of theCorporation to procure a judgment in its favor by reason of the fact that the person is or was adirector, officer, employee or agent of the Corporation, or is or was serving at the request of theCorporation as a director, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise against expenses (including attorneys’ fees) actually andreasonably incurred by the person in connection with the defense or settlement of such action orsuit if the person acted in good faith and in a manner the person reasonably believed to be in ornot opposed to the best interests of the Corporation and except that no indemnification shall bemade in respect of any claim, issue or matter as to which such person shall have been adjudged tobe liable to the Corporation unless and only to the extent that the Court of Chancery of the Stateof Delaware or the court in which such action or suit was brought shall determine upon applicationthat, despite the adjudication of liability but in view of all the circumstances of the case, suchperson is fairly and reasonably entitled to indemnity for such expenses which the Court of Chanceryor such other court shall deem proper.          (c) To the extent that a present or former director or officer of the Corporation has beensuccessful on the merits or otherwise in defense of any action, suit or proceeding
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referred to in Sections 10.01(a) and (b) of these By-laws, or in defense of any claim, issueor matter therein, such person shall be indemnified against expenses (including attorneys’ fees)actually and reasonably incurred by such person in connection therewith.          (d) Any indemnification under Sections 10.01(a) and (b) of these By-laws (unless ordered by acourt) shall be made by the Corporation only as authorized in the specific case upon adetermination that indemnification of the present or former director, officer, employee or agent isproper in the circumstances because the person has met the applicable standard of conduct set forthin Sections 10.01(a) and (b) of these By-laws. Such determination shall be made, with respect to aperson who is a director or officer at the time of such determination, (i) by a majority vote ofthe directors who are not parties to such action, suit or proceeding, even though less than aquorum, or (ii) by a committee of such directors designated by majority vote of such directors,even though less than a quorum, or (iii) if there are no such directors, or if such directors sodirect, by independent legal counsel in a written opinion, or (iv) by the stockholders of theCorporation.          (e) Expenses (including attorneys’ fees) incurred by an officer or director in defending anycivil, criminal, administrative or investigative action, suit or proceeding may be paid by theCorporation in advance of the final disposition of such action, suit or proceeding upon receipt ofan undertaking by or on behalf of such director or officer to repay such amount if it shallultimately be determined that such person is not entitled to be indemnified by the Corporationpursuant to this Article X. Such expenses (including attorneys’ fees) incurred by former directorsand officers or other employees and agents may be so paid upon such terms and conditions, if any,as the Corporation deems appropriate.          (f) The indemnification and advancement of expenses provided by, or granted pursuant to, theother Sections of this Article X shall not be deemed exclusive of any other rights to which thoseseeking indemnification or advancement of expenses may be entitled under any law, bylaw, agreement,vote of stockholders or disinterested directors or otherwise, both as to action in such person’sofficial capacity and as to action in another capacity while holding such office.          (g) For purposes of this Article X, references to “the Corporation” shall include, in additionto the resulting corporation, any constituent corporation (including any constituent of aconstituent) absorbed in a consolidation or merger which, if its separate existence had continued,would have had power and authority to indemnify its directors, officers, and employees or agents sothat any person who is or was a director, officer, employee or agent of such constituentcorporation, or is or was serving at the request of such constituent corporation as a director,officer, employee or agent of another corporation, partnership, joint venture, trust or otherenterprise, shall stand in the same position under the provisions of this Article IX with respectto the resulting or surviving corporation as such person would have with respect to suchconstituent corporation if its separate existence had continued.          (h) For purposes of this Article X, references to “other enterprises” shall include employeebenefit plans; references to “fines” shall include any excise taxes assessed on a person withrespect to an employee benefit plan; and references to “serving at the request of the Corporation”shall include any service as a director, officer, employee or agent of the
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Corporation which imposes duties on, or involves service by, such director, officer, employeeor agent with respect to an employee benefit plan, its participants, or beneficiaries; and a personwho acted in good faith and in a manner such person reasonably believed to be in the interest ofthe participants and beneficiaries of an employee benefit plan shall be deemed to have acted in amanner “not opposed to the best interests of the Corporation” as referred to in this Article X.          (i) The indemnification and advancement of expenses provided by, or granted pursuant to, thisArticle X shall, unless otherwise provided when authorized or ratified, continue as to a person whohas ceased to be a director, officer, employee or agent and shall inure to the benefit of theheirs, executors and administrators of such a person.          SECTION 10.02. Insurance for Indemnification. The Corporation may purchase andmaintain insurance on behalf of any person who is or was a director, officer, employee or agent ofthe Corporation, or is or was serving at the request of the Corporation as a director, officer,employee or agent of another corporation, partnership, joint venture, trust or other enterpriseagainst any liability asserted against such person and incurred by such person in any suchcapacity, or arising out of such person’s status as such, whether or not the Corporation would havethe power to indemnify such person against such liability under the provisions of Section 145 ofthe General Corporation Law.**ARTICLE XI**AMENDMENTS          SECTION 11.01. Amendments. These By-laws may be altered, amended or repealed (a) atany annual meeting of stockholders, or at any special meeting of holders of shares of stockentitled to vote thereon by a vote of the holders of at least a majority of the voting power of alloutstanding shares of capital stock of the Corporation entitled to vote thereon or (b) (except asotherwise expressly provided in any by-law adopted by the stockholders) by the Board subject to theprovisions in Section 3.01.
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