DOCUMENT NO. 5
BY-LAWS
of
London Terrace Towers Owners, Inc.
ARTICLE I
Purpose of Business
Section 1. The primary purpose of the Corporation is to provide residences
for shareholders who shall be entitled, solely by reason of their ownership of
shares, to proprietary leases for apartments in the Residential Unit of London
Terrace Towers Condominium at 405 West 23rd Street, 410 West 24th Street, 465
West 23rd Street and 470 West 24th Street, New York, New York (the "Buildings").
The Corporation acquired title to the Residential Unit from London Terrace
Associates (the "Sponsor") pursuant to the Offering Plan to convert the
Residential Unit to cooperative ownership (the "Offering").
ARTICLE II
Meetings of Shareholders
Section 1. Annual Meeting: The annual meeting of the shareholders of
the Corporation, for the election of directors and for such other business as
may properly come before such meeting, shall be held in the Borough of
Manhattan, City of New York, at such time and place before the 30th day of June
each year as may be designated by the Board of Directors. The notice of the
meeting shall be in writing and signed by the president or a vice president or
the secretary or an assistant secretary. Such notice shall state the time when
and the place where the meeting is to be held, and the secretary shall cause a
copy thereof to be delivered personally or mailed to each shareholder of record
of the Corporation entitled to vote at such meeting not less than ten nor more
than 40 days before the meeting. If mailed, it shall be directed to each such
shareholder at his address as it appears on the share book, unless he shall have
filed with the secretary of the Corporation a written request that notices
intended for him be mailed to some other address, in which case it shall be
mailed to the address designated in such request.
Section 2. Special Meetings: Special meetings of shareholders, other
than those the calling of which is regulated by statute, may be called at any
time by the president or secretary or by a majority of the Board of Directors.
It shall also be the duty of the secretary to call such meetings whenever
requested in writing so to do by shareholders of record owning at least 25% of
the outstanding shares of the Corporation. The secretary shall cause a notice of
such special meeting, stating the time, place and object thereof and the officer
or other person or persons by whom the meeting is called, to be delivered
personally or mailed as provided in Section 1 of this Article to each
shareholder of record of the Corporation entitled to vote at such meeting not
less than ten nor more than 40 days before such meeting. No business other than
that stated in such notice shall be transacted at such special meeting unless
such notice is waived as provided in Section 3 below.
Section 3. Waiver of Notices: The notice provided for in the two
foregoing sections is not indispensable but any shareholders' meeting whatever
shall be valid for all purposes if all the outstanding shares of the Corporation
are represented thereat in person or by proxy, or if a quorum is present, as
provided in the next succeeding section, and waiver of notice of the time, place
and objects of such meeting shall be duly executed in writing either before or
after said meeting by such shareholders as are not so represented and were not
given such notice.
Section 4. Quorum: At each meeting of shareholders, except where
otherwise provided by law, shareholders representing, in person or by proxy, a
majority of the shares then issued and outstanding shall constitute a quorum; in
case a quorum shall not be present at any meeting, the shareholders of a
majority of the shares represented may adjourn the meeting to some future time
and place. No notice of the time and place of the adjourned meeting need be
given other than by announcement at the meeting. Only those shareholders who, if
present at the original meeting, would have been entitled to vote thereat, shall
be entitled to vote at any such adjourned meeting.
Section 5. Voting: Except as provided in Article III, Section 2
hereof, at each meeting of shareholders, each shareholder present in person or
by proxy shall be entitled to one vote for each share of stock registered in his
name at the time of service of notice of such meeting or at such prior date, not
more than 40 days before such meeting, as may be prescribed by the Board of
Directors for the closing of the corporate stock transfer books or fixed by the
Board of Directors as the date for determining which shareholders of record are
entitled to notice of and to vote at such meeting. The proxies shall be in
writing duly signed by the shareholder but need not be acknowledged or
witnessed, and the person named as proxy by any shareholder need not himself be
a shareholder of the Corporation. Voting by shareholders shall be viva voce
unless any shareholder present at the meeting, in person or by proxy, demands a
vote by written ballot, in which case the voting shall be by ballot, and each
ballot shall state the name of the shareholder voting and the number of shares
owned by him, and, in addition, the name of the proxy of such ballot if cast by
a proxy.
Section 6. Inspectors of Election: Inspectors of election shall not be
required to be appointed at any meeting of shareholders unless requested by a
shareholder present (in person or by proxy) and entitled to vote at such meeting
and upon the making of such request inspectors shall be appointed or elected as
provided in Section 610 of the Business Corporation Law.
Section 7. Consent of Shareholders: Whenever the shareholders are
required or permitted to take any action by vote, such action may be taken
without a meeting on written consent, setting forth the action so taken and
signed by the holders of all outstanding shares entitled to vote thereon.
Section 8. Order of Business: So far as consistent with the purpose of
the meeting, the order of business of each meeting of shareholders shall be as
follows:
-
Call to order.
-
Presentation of proofs of due calling of the meeting.
-
Roll call and presentation and examination of proxies.
-
Reading of minutes of previous meeting or meetings, unless waived.
-
Reports of officers and committees.
-
Appointment or election of inspectors of election, if requested.
-
If the annual meeting or a special meeting called for that purpose, the
election of directors and/or officers.
-
Unfinished business.
-
New business.
-
Adjournment.
ARTICLE III
Directors
Section 1. Number and Qualifications: The number of directors of the
Corporation shall be not less than three nor more than nine, as may from time to
time be herein provided, and shall initially be three. Until the first annual
meeting of shareholders following the Closing Date under the Plan, the Board of
Directors shall consist of three individuals designated by the Sponsor.
Commencing with the first election of directors by shareholders of the
Corporation following the Closing Date under the Plan, and until changed by
amendment of this By-law provision, as hereinafter provided, the number of
directors shall be nine. The number of directors shall not be decreased to a
number less than the number of directors then in office except at an annual
meeting of shareholders.
If, at any time, and from time to time, the number of directors constituting
the entire Board of Directors shall be four or more, than four of such directors
shall have the following qualifications:
One member shall be a resident of 405 West 23rd Street;
One member shall be a resident of 410 West 24th Street;
One member shall be a resident of 465 West 23rd Street; and
One member shall be a resident of 470 West 24th Street.
A director is not required to be a shareholder.
Section 2. Election: The directors shall be elected at the annual
meeting of shareholders or at a special meeting called for that purpose as
provided by law, by a plurality of votes cast at such meeting except, regardless
of whether a plurality is obtained, the nominee with the highest number of votes
from each of the addresses shown above shall be deemed elected to fill the four
seats with residence restrictions. The term of office shall be approximately one
year until their respective successors are elected and qualify. It shall not be
necessary for a director of the Corporation to be a shareholder. All directors
shall serve without compensation.
At all meetings of shareholders for the election of directors, each
shareholder shall be entitled to as many votes as shall equal the number of
votes (except for this provision) he would be entitled to cast pursuant to
Article II, Section 5 multiplied by the number of directors to be elected, and
he may cast all of such votes for a single director or may distribute them among
the number to be voted for, or any two or more of them, as he may see fit.
Section 3. Quorum: A majority of the directors then authorized by
these By-laws shall constitute a quorum.
Section 4. Vacancies: Vacancies in the Board of Directors resulting
from death, resignation or otherwise may be filled without notice to any of the
shareholders by a vote of a majority of the remaining directors present at the
meeting at which such election is held even though no quorum is present, which
may be at any regular meeting of the Board of Directors or any special meeting
thereof called for such purpose. In the event of the failure to hold any
election of directors at the time designated for the annual election of
directors or in the event that the Board of Directors shall not have filled any
such vacancy or vacancies, a special meeting of shareholders to elect a new
Board of Directors or to fill such vacancy or vacancies may be called in the
manner generally provided for the calling of special meetings of shareholders.
Vacancies in the Board of Directors resulting from an increase of the Board of
Directors by amendment of these Bylaws shall be filled in the manner provided in
the resolution adopting such amendment. In case of a reduction of the authorized
number of directors by amendment of these By-laws, the directors, if any, whose
term of office shall cease, shall be determined in the manner provided in the
resolution adopting such amendment.
Section 5. Meetings: The Board of Directors shall meet immediately
after the annual meeting of shareholders without notice and also whenever called
together by any officer of the Corporation or upon the written request of any
two directors then holding office, upon notice given to each director, by
delivering personally, mailing or telegraphing the same to him at least two days
prior to such meeting at the last address furnished by him to the Corporation.
Regular meetings may be held without notice at such times and places as the
Board of Directors may determine. Any meeting of the Board of Directors at which
all the members shall be present, or of which notice shall be duly waived by all
absentees, either before or after the holding of such meeting, shall be valid
for all purposes provided a quorum be present. Meetings of directors may be held
either at the principal office of the Corporation or elsewhere within the State
of New York as provided in the notice calling the meeting, unless the Board of
Directors by resolution adopt some further limitation in regard thereto. Any one
or more members of the Board of Directors or any committee thereof may
participate in a meeting of the Board or committee by means of a conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time. Participation by such means
shall constitute presence in person at a meeting. At all meetings of the Board
of Directors, each director shall be entitled to one vote. The vote of a
majority of the Board of Directors present at the time of a vote of a duly
constituted meeting shall be the act of the Board of Directors.
Section 6. Resignation and Removal: Any director may resign at any
time by written notice delivered in person or sent by certified or registered
mail to the President or Secretary of the Corporation. Such resignation shall
take effect at the time specified therein, and unless specifically requested,
acceptance of such resignation shall not be necessary to make it effective.
Any director may be removed from office with or without cause by the
shareholders of the Corporation at a meeting duly called for that purpose.
Section 7. Annual Cash Requirements: The Board of Directors shall,
except as may be otherwise restricted by the Proprietary Lease of the
Corporation, from time to time, determine the cash requirements as defined in
the Corporation's proprietary leases, and fix the terms and manner of payment of
rent under the Corporation's proprietary leases. The Board of Directors shall
have discretionary power to prescribe the manner of maintaining and operating
the Residential Unit and to determine the cash requirements of the Corporation
to be paid as aforesaid by the shareholder-tenants under their respective
proprietary leases. Every such determination by the Board of Directors shall be
final and conclusive as to all shareholder-tenants and any expenditures made by
the Corporation's officers or its agent under the direction or with the approval
of the Board of Directors of the Corporation shall, as against the shareholder,
be deemed necessarily and properly made for such purpose.
Section 8. Duties and Powers: The affairs and business of the
Corporation shall be managed by its Board of Directors except with respect to
the powers which are herein delegated to the Executive Committee and other
committees of the Board of Directors or which are delegated to the officers. The
Board of Directors shall at all times act as a board, regularly convened, and
they may adopt such rules and regulations for the conduct of their meetings, the
execution of their resolutions and the management of the affairs of the
Corporation as they may deem proper, provided same are not inconsistent with the
laws of the State of New York, the certificate of incorporation of the
Corporation, the Condominium Declaration and By-Laws, the proprietary lease or
these By-laws. The Board of Directors shall be responsible for carrying out the
duties imposed upon it under these By-laws, or the proprietary leases referred
to in Article V below, regardless of whether an apartment is vacant or occupied
by the owner thereof (i.e., shareholder-tenant) or a permitted lessee or other
occupant of such owner. This provision shall not be deemed to impose any greater
obligation or responsibility on the Board of Directors than now provided for in
the Business Corporation Law.
Section 9. House Rules: The Board of Directors may, from time to time,
adopt and amend such house rules as it may deem necessary in respect to the
Residential Unit for the health, safety and convenience of the
shareholder-tenants. Copies thereof and of changes therein shall be furnished to
each shareholder-tenant.
Section 10. Executive Committee and Other Committees: The Board of
Directors may by resolution appoint an Executive Committee, and such other
committees as it may deem appropriate, each to consist of three or more
directors of the Corporation. Such committees shall have and may exercise such
of the powers of such Board in the management of the business and affairs of the
Corporation during the intervals between the meetings of the Board of Directors
as may be determined by the authorizing resolution of the Board of Directors and
so far as may be permitted by law, except that no committee shall have power to
determine the cash requirements defined in the proprietary leases, or to fix the
rent to be paid under the proprietary leases, or to vary the terms of payment
thereof as fixed by the Board of Directors.
Section 11. Contracts and Transactions of the Corporation: No contract
or other transaction between the Corporation and any one or more of its
directors or any other corporation, firm, association or other entity in which
one or more of its directors are directors or officers, or are financially
interested, shall be void or voidable for that reason alone or by reason alone
that such director or directors are present at the meeting of the Board of
Directors, or of a committee thereof, which approves such contract or
transaction, or that his or their votes are counted for such purpose, provided
that the provisions of Section 713 of the Business Corporation Law are complied
with.
Section 12. Distributions: The shareholder-tenants shall not be
entitled, either conditionally or unconditionally, except upon a complete or
partial liquidation of the Corporation, to receive any distribution not out of
earnings and profits of the Corporation.
ARTICLE IV
Officers
Section 1. Election and Removal: The officers of the Corporation shall
be a president, one or more vice presidents, a secretary and a treasurer. Such
officers shall be elected at the first meeting of the Board of Directors after
these Bylaws become effective, and thereafter at the regular meeting in each
year following the annual meeting of shareholders, and shall serve until removed
or until their successors shall have been elected. The Board of Directors may at
any time or from time to time appoint one or more assistant secretaries and one
or more assistant treasurers to hold office at the pleasure of the Board of
Directors and may accord to such officers such powers as the Board of Directors
deems proper. Any officer may be removed at any time, with or without cause, by
the affirmative vote of a majority of the then authorized total number of
directors. The president shall be a member of the Board of Directors, and shall
be a shareholder or the spouse of a shareholder, but none of the other officers
need be a member of the Board of Directors or a shareholder or the spouse of a
shareholder. One person may hold not more than two offices at the same time,
except that the president and the secretary may not be the same person.
Vacancies occurring in the office of any officer may be filled by the Board of
Directors at any time.
Section 2. Duties of President and Vice Presidents: The president
shall preside at all meetings of the shareholders and of the Board of Directors.
The president or any vice president shall sign in the name of the Corporation
all contracts, leases and other instruments which are authorized from time to
time by the Board of Directors. The president, subject to the control of the
Board of Directors, shall have general management of the affairs of the
Corporation and perform all the duties incidental to the office. In the absence
or inability of the president to act, any vice president shall have the powers
and perform the duties of the president.
Section 3. Duties of Treasurer: The treasurer shall have the care and
custody of all funds and securities of the Corporation, and shall deposit such
funds in the name of the Corporation in such bank or trust companies as the
Board of Directors may determine, and he shall perform all other duties
incidental to his office. If so required by the Board of Directors, he shall,
before receiving any such funds, furnish to the Corporation a bond with a surety
company as surety, in such form and amount as said Board from time to time shall
determine. The premium upon such bond shall be paid by the Corporation. Within
three months after the close of each calendar year, the treasurer shall cause to
be furnished to each shareholder-tenant whose proprietary lease is then in
effect a statement of the certified public accountant of the Corporation of any
deductions available for income tax purposes on a per share basis and indicating
thereon on a per share basis any such other information as may be necessary or
useful to permit each shareholder to compute his income tax returns in respect
thereof.
Within three months after the end of each fiscal year, the treasurer shall
cause to be transmitted to each shareholder-tenant whose proprietary lease is
then in effect an annual report of operations and balance sheet of the
Corporation which shall be certified by an independent certified public
accountant. A copy of said annual report shall be submitted to the Department of
Law of the State of New York.
In the absence or inability of the treasurer, the assistant treasurer, if
any, shall have all the powers and perform all the duties of the treasurer.
Section 4. Duties of Secretary: The secretary shall keep the minutes
of the meetings of the Board of Directors and of the meetings of shareholders;
he shall attend to the giving and serving of all notices of the Corporation and
shall be empowered to affix the corporate seal to all written instruments
authorized by the Board of Directors or these By-laws. He shall also perform all
other duties incidental to his office. He shall cause to be kept a book
containing the names, alphabetically arranged, of all persons who are
shareholders of the Corporation, showing their places of residence, the number
of shares held by them, respectively, the time when they respectively became the
owners thereof, and the amount paid thereon, and the denomination and the amount
of all share issuance or transfer stamps affixed thereto, and such book shall be
open for inspection as provided by law.
In the absence or inability of the secretary, the assistant secretary, if
any, shall have all the powers and perform all the duties of the secretary.
ARTICLE V
Proprietary Leases
Section 1. Form of Lease: The Board of Directors shall adopt the form
of proprietary lease set forth in the Offering Plan pursuant to which the
Corporation was organized, which form shall be used by the Corporation for the
leasing of all apartments and other space in the apartment building of the
Corporation to be leased to shareholder-tenants under proprietary leases. Such
proprietary leases shall be for such terms, with or without provisions for
renewals, and shall contain such restrictions, limitations and provisions in
respect to the assignment thereof, the subletting of the premises demised
thereby and the sale and/or transfer of the shares of the Corporation
appurtenant thereto, and such other terms, provisions, conditions and covenants
as the Board of Directors may determine.
After a proprietary lease in the form so adopted by the Board of Directors
shall have been executed and delivered by the Corporation, all proprietary
leases (as distinct from the house rules) subsequently executed and delivered
shall be in the same form, except with respect to the statement as to the number
of shares owned by the lessee, the use of the premises and the date of the
commencement of the term, unless any change or alteration is approved by lessees
owning at least two-thirds in amount of the shares of the Corporation then
issued and outstanding.
Section 2. Assignment: Proprietary leases shall be assigned or
transferred only in compliance with, and shall never be assigned or transferred
in violation of, the terms, conditions or provisions of such proprietary leases.
A duplicate original of each proprietary lease shall always be kept on file in
the principal office of the Corporation or with the managing agent of the
apartment building.
Section 3. Allocation of Shares: The Board of Directors shall allocate
to each apartment or other space in the apartment building of the Corporation to
be leased to shareholder-tenants under proprietary leases, the number of shares
of the Corporation which must be owned by the proprietary lessee of such
apartment or other space. The Board shall adopt the allocation of shares set
forth in the Offering Plan pursuant to which the Corporation was organized. The
allocation or any reallocation of shares to an apartment shall bear a reasonable
relationship to the portion of the fair market value of the Corporation's equity
in the building and the land on which it stands which is attributable to the
apartment. In the event of any dispute between the Board of Directors and a
shareholder as to whether such "reasonable relationship" requirement has been
met on a proposed reallocation of shares, such dispute shall be resolved by the
then Managing Agent of the building, whose determination shall be final and
conclusive.
Section 4. Assignment of Lease and Transfer of Shares: No assignment
of any lease or transfer of the shares of the Corporation shall take effect as
against the Corporation for any purpose until a proper assignment has been
delivered to the Corporation; the assignee has assumed and agreed to perform and
comply with all the covenants and conditions of the assigned lease or has
entered into a new lease for the remainder of the term; all shares of the
Corporation appurtenant to the lease have been transferred to the assignee; all
sums due have been paid to the Corporation; and all necessary consents have been
properly obtained; and, if the shares and lease being assigned are allocated to
an apartment which is leased to a person who was tenant of the apartment on the
date the Offering Plan was accepted for filing and who did not purchase under
the Offering Plan, a notice addressed to the non-purchasing tenant at the
Residential Unit (or at such other address as the non-purchasing tenant may
indicate by written notice to the managing agent) has been delivered to the
Corporation containing the name and address of the transferee, ready for mailing
by registered or certified mail, return receipt requested, by the Corporation.
The action of the Board of Directors with respect to the written application for
consent of a proposed assignment or subletting must be made within 30 days after
receipt of said written application. If the Board of Directors has not acted
upon such application within such time, it will be deemed to have refused its
consent.
No person to whom the interest of a lessee or shareholder shall pass by law
shall be entitled to assign any proprietary lease, transfer any shares, or to
sublet or occupy any apartment, except upon compliance with the requirements of
the proprietary lease and these By-laws.
Section 5. Fees on Sublet, Assignment, etc.: The Board of Directors
shall have authority before an assignment or sublet of a proprietary lease or
reallocation of shares takes effect as against the Corporation, as lessor, to
fix a reasonable fee to cover actual expenses and attorneys' fees of the
Corporation, the Managing Agent's fee, a service fee of the Corporation and such
other conditions as it may determine, in connection with each such proposed
assignment, sublet or reallocation.
Section 6. Lost Proprietary Leases: In the event that any proprietary
lease in full force and effect is lost, stolen, destroyed or mutilated, the
Board of Directors may authorize the issuance of a new proprietary lease in lieu
thereof, in the same form and with the same terms, provisions, conditions and
limitations. The Board may, in its discretion, before the issuance of any such
new proprietary lease, require the owner thereof, or the legal representative of
the owner, to make an affidavit or affirmation setting forth such facts as to
the loss, destruction or mutilation as it deems necessary, and to give the
Corporation a bond in such reasonable sum as it directs to indemnify the
Corporation.
Section 7. Regrouping of Space: The Board of Directors, upon the
written request of the lessee or lessees of one or more proprietary leases
covering one or more apartments in the Residential Unit and of the shares issued
to accompany the same, may in its discretion, at any time, permit such lessee or
lessees, at his or their own expense -- A: (1) to subdivide any apartment into
any desired number of apartments, (2) to combine all or any portions of any such
apartments into one or any desired number of apartments, and (3) to reallocate
the shares issued to accompany the proprietary lease or leases, but the total
number of the shares so reallocated shall not be less than the number of shares
previously allocated to the apartment or apartments involved, and, in connection
with any such regrouping, the Board of Directors may require that the number of
shares allocated to the resulting apartment or apartments be greater than the
number of shares allocated to the original apartment or apartments, and may
authorize the issuance of shares from its treasury for such purpose; or B: to
incorporate one or more servant's rooms, or other space in the Residential Unit
not covered by any proprietary lease, into one or more apartments covered by a
proprietary lease, whether in connection with any regrouping of space pursuant
to subparagraph A of this Section 7 or otherwise, and in allocating shares to
any such resulting apartment or apartments, shall determine the number of shares
from its treasury to be issued and allocated in connection with the
appropriation of such additional space, provided that in the event of any
subdivision, combination or regrouping of apartments and/or reallocation of
Shares, the opinion of the Managing Agent is obtained that the resulting
allocation is based on and bears a reasonable relationship to the fair market
value of the equity in the property of the Corporation (including the building)
attributable to such resulting apartment or apartments.
Upon any regrouping of space in the building, the proprietary leases so
affected, and the accompanying share certificates shall be surrendered, and
there shall be executed and delivered in place thereof, respectively, a new
proprietary lease for each separate apartment involved, and a new certificate
for the number of shares so reallocated to each new proprietary lease.
ARTICLE VI
Capital Shares
Section 1. Shares Appurtenant to Proprietary Leases: No shares
hereafter issued or acquired by the Corporation shall be issued or reissued
except in connection with the execution by the purchaser and delivery by the
Corporation of a proprietary lease of an apartment in the building owned by the
Corporation. The ownership of shares shall entitle the holder thereof to occupy
the apartment for the purposes specified in the proprietary lease to which the
shares are appurtenant, subject to the provisions, covenants and agreements
contained in such proprietary lease.
Section 2. Form and Share Register: Certificates of the shares of the
Corporation shall be in the form adopted by the Board of Directors, and shall be
signed by the president or a vice president and the secretary or an assistant
secretary or the treasurer or an assistant treasurer, and sealed with the seal
of the Corporation, and shall be numbered in the order in which issued. Such
signatures and seal may be facsimiles when and to the extent permitted by
applicable statutory provisions. Certificates shall be issued in consecutive
order and there shall be recorded the name of the person holding the shares, the
number of shares and the date of issue. Each certificate exchanged or returned
to the Corporation shall be cancelled, and the date of cancellation shall be
indicated thereon and such certificate shall be retained in the corporate
records.
Section 3. Issuance of Certificates: Shares appurtenant to each
proprietary lease shall be issued in the amount allocated by the Board of
Directors to the apartment or other space described in such proprietary lease
and shall be represented by a single certificate.
Section 4. Transfers: Transfers of shares shall be made upon the books
of the Corporation only by the holder in person or by power of attorney, duly
executed and filed with the secretary of the Corporation and on the surrender of
the certificate for such shares, except that shares sold by the Corporation to
satisfy any lien which it holds thereon may be transferred without the surrender
of the certificate representing such shares. No transfer of shares shall be
valid as against the Corporation, its shareholders and creditors, for any
purpose, except to render the transferee liable for the debts of the Corporation
to the extent provided for in the Business Corporation Law, until it shall have
been entered in the stock book as required by the Business Corporation Law or
any other applicable law by an entry from whom and to whom transferred. No such
transfer shall be valid or effected until all the requirements with respect
thereto set forth in the proprietary lease shall have been satisfied and
complied with.
Section 5. Units of Issuance: Except as otherwise provided in Article
V, Section 7, unless and until all proprietary leases which shall have been
executed by the Corporation shall have been terminated, the shares appurtenant
to each proprietary lease shall not be sold or assigned except as an entirety to
the Corporation or an assignee of such proprietary lease, after complying with
and satisfying the requirements of such proprietary lease in respect to the
assignment thereof.
Section 6. Corporation's Lien: The Corporation shall a all times have
a first lien upon the shares owned by each shareholder for all indebtedness and
obligations owing and to be owing by such shareholder to the Corporation,
arising under the provisions of any proprietary lease issued by the Corporation
and at any time held by such shareholder or otherwise arising. Unless and until
such shareholder, as lessee, shall default in the payment of any of the rental
or in the performance of any of the covenants or conditions of such proprietary
lease, and/or unless and until such shareholder shall default in the payment of
any indebtedness or obligation owing by such shareholder to the Corporation
otherwise arising, such shares shall continue to stand in the name of the
shareholder upon the books of the Corporation, and the shareholder shall be
entitled to exercise the right to vote thereon as though said lien did not
exist. The Corporation shall have the right to issue to any purchaser of such
shares upon the enforcement by the Corporation of such lien, or to the nominee
of such purchaser, a certificate of the shares so purchased in substantially the
same form as the certificate issued to such defaulting shareholder, and
thereupon the certificate for such shares theretofore issued to such defaulting
shareholder shall become void and such defaulting shareholder agrees to
surrender such last mentioned certificate to the Corporation upon the latter's
demand, but the failure of such defaulting shareholder so to surrender such
certificate shall not affect the validity of the certificate issued in
replacement thereof. The Corporation may refuse to consent to the transfer of
shares of any shareholder indebted to the Corporation unless and until such
indebtedness is paid.
Section 7. Lost Certificates: In the event that any share certificate
is lost, stolen, destroyed or mutilated, the Board of Directors may authorize
the issuance of a new certificate in substantially the same form and for the
same number of shares in lieu thereof. The Board may, in its discretion, before
the issuance of such new certificate, require the owner of the lost, stolen,
destroyed or mutilated certificate, or the legal representative of the owner, to
make an affidavit or affirmation setting forth such facts as to the loss,
destruction or mutilation as it deems necessary, and to give the Corporation a
bond in such reasonable sum as it directs to indemnify the Corporation.
Section 8. Legend on Share Certificates: Certificates representing
shares of the Corporation shall bear a legend reading as follows:
"The rights of any holder hereof are subject to the provisions of the
By-laws of London Terrace Towers Owners, Inc. and to all the terms, covenants,
conditions and provisions of a certain proprietary lease made between the
person in whose name this certificate is issued, as Lessee, and London Terrace
Towers Owners, Inc., as Lessor, which lease limits and restricts the title and
rights of any transferee hereof. The shares represented by this certificate
are transferable only as an entirety and only to an approved assignee of such
proprietary lease. Copies of the proprietary lease and the By-laws are on file
and available for inspection at the office of London Terrace Towers Owners,
Inc.
The directors of this Corporation may refuse to consent to the transfer of
the shares represented by this certificate until any indebtedness of the
shareholder to the Corporation is paid. The Corporation, by the terms of said
By-laws and proprietary lease, has a first lien on the shares represented by
this certificate for all sums due and to become due under said proprietary
lease."
ARTICLE VII
Indemnification
Section 1. In Actions by or in the Right of Corporation: To the extent
allowed by law, the Corporation shall indemnify any person made a party to an
action by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that he, his testator or intestate is or was a director or
officer of the Corporation against the reasonable expenses, including attorneys'
fees, actually and necessarily incurred by him, in connection with the defense
of such action, or in connection with an appeal therein, except in relation to
matters as to which such director or officer is adjudged to have breached his
duty to the Corporation under Section 717 of the Business Corporation Law and
except with respect to those amounts and expenses referred to in Paragraph (b)
of Section 722 of the Business Corporation Law.
Section 2. In Other Actions or Proceedings: To the extent allowed by
law, the Corporation shall also indemnify any person made, or threatened to be
made, a party to an action or proceeding other than one by or in the right of
the Corporation to procure a judgment in its favor, whether civil or criminal,
brought to impose a liability or penalty on such person for an act alleged to
have been committed by such person, his testator or intestate, as a director or
officer of the Corporation, or of any other corporation which he served as such
at the request of the Corporation, against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees, actually and
necessarily incurred as a result of such action or proceeding, or any appeal
therein, if such director or officer acted in good faith, for a purpose which he
reasonably believed to be in the best interest of the Corporation and, in
criminal actions or proceedings, in addition, had no reasonable cause to believe
that his conduct was unlawful.
The termination of any such civil or criminal action or proceeding by
judgment, settlement, conviction or upon a plea of nolo contendere, or
its equivalent, shall not in itself create a presumption that any such director
or officer did not act in good faith for a purpose which he reasonably believed
to be in the best interests of the Corporation or that he had reasonable cause
to believe that his conduct was unlawful.
Section 3. Other Provisions: Nothing contained in this Article VII
shall limit any right to indemnification to which any director or any officer
may be entitled by contract or under any laws now or hereinafter enacted.
ARTICLE VIII
Seal
Section 1. The seal of the Corporation shall be circular in form and have
inscribed thereon the name of the Corporation, the year of its organization and
the words "Corporate Seal" and "New York".
ARTICLE IX
Negotiable Instruments
Section 1. All checks, drafts, orders for payment of money and negotiable
instruments shall be signed by such officer or officers or employee or employees
as the Board of Directors may from time to time, by standing resolution or
special order, prescribe.
Section 2. Endorsements or transfers of shares, bonds, or other securities
shall be signed by the president or any vice president and by the treasurer or
an assistant treasurer or the secretary or an assistant secretary unless the
Board of Directors, by special resolution in one or more instances, prescribe
otherwise.
Section 3. Safe Deposit Boxes: Such officer or officers as from time
to time shall be designated by the Board of Directors shall have access to any
safe deposit box of the Corporation in the vault of any safe deposit
company.
Section 4. Securities: Such officer or officers as from time to time
shall be designated by the Board of Directors shall have power to control and
direct the disposition of any bonds or other securities or property of the
Corporation deposited in the custody of any trust company, bank or other
custodian.
ARTICLE X
Fiscal Year
Section 1. The fiscal year of the Corporation shall be the calendar year
unless otherwise determined by resolution of the Board of Directors.
ARTICLE XI
Amendments
Section 1. By the Shareholders: These By-laws may be amended, altered,
repealed or added to at any shareholders' meeting by vote of shareholders of
record, present in person or by proxy, of at least two-thirds of the then
outstanding capital shares, provided that the proposed amendment or the
substance thereof has been inserted in the notice of meeting or that all of the
shareholders are present in person or by proxy.
Section 2. By the Directors: The Board of Directors may, by a vote of
two-thirds of the then authorized total number of directors at any meeting
(regular or special) of such Board, make, alter, amend, or repeal these By-laws,
other than Article II, Section 5; Article III, Sections 1, 7 and 12; Article V,
Sections 1, 4 and 7 and Article VI, Sections 1, 4 and 5; provided, however, that
the proposed amendment or the substance thereof shall have been contained in the
notice of said meeting or that all directors shall be present in person, and
provided, further, that the Board of Directors may not repeal or modify an
amendment to these By-laws adopted by the shareholders pursuant to Section 1 of
this Article XI.
ARTICLE XII
Miscellaneous
Section 1. Salaries: No salary or other compensation for services
shall be paid to any director or officer of the Corporation for services
rendered as such officer unless and until the same shall have been authorized in
writing or by affirmative vote, taken at a duly held meeting of shareholders, by
shareholders owning at least a majority of the then outstanding shares of the
Corporation.
Section 2. Definitions: Any term not defined herein shall have the
meaning given such term in the Proprietary Lease.
