AMENDEDAND RESTATEDBYLAWS OF
SENTECH,INC.
(a Marylandcorporation)
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK.Certificatesrepresentingsharesof stockshallsetforththereonthestatementsprescribedbySection2-211of the Maryland General CorporationLaw andby any other applicable provision of law and shall be signed bythe President, Chief Executive Officer ortheChairmanof the Board, if any,ora Vice-President and countersigned bythe Secretary or anAssistant Secretary or theTreasurer or an Assistant Treasurer and maybe scaled withthe corporateseal or a facsimile of it orin anyother form. The signaturesofanysuch officers may be eithermanual or facsimilesignatures. In case any such officer who has signed manually or by facsimile any such certificate ceases to besuch officer beforethecertificate isissued, it may nevertheless be issued bythe corporation withthe sameeffect asif the officerhadnotceasedto be suchofficer as of the date of its issue.
Nocertificate representing shares of stock shallbeissued for anyshareof stock until such share is fully paid, except as otherwise authorizedby the provisions of Section2-210 ofthe Maryland General CorporationLaw.
Thecorporation mayissue anew certificate of stockin placeof anycertificate theretofore issued by it, alleged tohavebeen lost, stolen, ordestroyed, and the Board of Directorsmay, in its discretion,requirethe owner ofanysuch certificate to givebond,withsufficient surety, to the corporationto indemnity it against anylossorclaim that mayarisebyreasonof the issuance ofa new certificate.
Upon compliance with the provisions of Section 2-514of the Maryland General CorporationLaw, the Boardof Directors of thecorporation may adopt by resolution aprocedure by which a stockholder of the corporation may certifyin writing to the corporation that any shares registered in the name of thestockholder arc held for the account of aspecified person other than the stockholder.
2. FRACTIONAL SHARE INTERESTS OR SCRIP.The corporation may, butshall notbe obligedto,issue fractional sharesofstock,eliminatea fractionalinterest byrounding off to afull share ofstock,arrange for the dispositionof afractional interest bythe person entitled to it, pay cash for thefairvalue of a fractional shareofstockdetermined as of the time whenthe person entitled to receive itisdetermined, or issuescrip or other evidence of ownership,and which shall entitle itsholderto exchange such scrip or other evidence of ownershipaggregating a full share for acertificate which represents the share, but such scrip or otherevidence of ownershipshall not, unless otherwise provided,entitlethe holder to exercise any votingright, or toreceive dividends thereon or to participate in anyof the assets of the corporationinthe eventof liquidation. The Boardof Directorsmayimpose any reasonable condition on the issuance of scrip or other evidenceof ownership, andmaycause suchscrip or evidence of ownership tobe issued subject to theconditionthatitshall become void if not exchanged for a certificate representing afull share of stock before aspecified dateorsubject to the condition thatthe shares for which such scrip orevidenceof ownership isexchangeablemaybe sold bythe corporation and the proceeds thereof distributedto theholders of such scrip or evidence of ownership, or subject toa provision for forfeiture of suchproceeds to the corporation if not claimed within a period of not lessthan three years from thedate the scrip or other evidenceof ownership was originallyissued.
3. SHARE TRANSFERS. Uponcompliancewith provisions restricting the transferability of shares ofstock, ifany, transfers of shares of stock of the corporation shall be made only on the stocktransfer books of the corporationbythert)Cord holderthereof, or by the holder's attorney thereunto authorizedbypower ofattorneydulyexecuted and filedwith the Secretary of the corporation orwith a transfer agent or a registrar, if any, and on surrender of the certificate orcertificates forsuchshares ofstockproperly endorsedand thepayment of alltaxes due thereon,if any.
4. RECORD DATE FORSTOCKHOLDERS. The BoardofDirectors may set a record dateor directthat the stocktransfer booksbe closed forastated periodforthe purposeof making anyproper determination with respect to stockholders,includingwhich stockholders are entitled to notice ofameeting, tovote atameeting, toreceivea dividend,or to be allottedother rights; provided, that, except as maybeotherwise provided herein, any such record date shall be not more than ninety days before the date on which the action requiring thedetermination will be taken, that any such closingof thetransfer books may notbe for a period longer than twenty days, andthat, in the caseof a meetingof stockholders, any such record date orany suchclosing of the transfer booksshallbe at least ten days beforethe date of the meeting. If a record date is notset, and, ifthe stocktransfer books arenot closed, the record date for determining stockholdersentitled tonotice ofor tovote at a meeting of stockholders shall bethe laterofeither the close of business on the day on which noticeof the meeting ismailedor thethirtieth day before the meeting,and the record date for determiningstockholders entitled toreceivepayment ofa dividend oran allotment ofanyrightsshall bethe close ofbusiness onthe day onwhich the resolution of theBoard of Directors declaring the dividend or allotmentofrights is adopted, but any such paymentof a dividend or allotment of rights shall not be mademore than sixty days after the date on which theresolutionis adopted;and ameeting ofstockholdersconvened on the datefor which it was calledmay be adjourned from time to time without further noticeto adate not more than onehundred andtwenty daysafterthe originalrecord date.
5. MEANINGOF CERTAIN TERMS. Asused herein inrespect of the rightto notice of a meetingof stockholders or a waiver thereof or toparticipateor vote thereat or to consent or dissentin writing in lieu of a meeting, as thecasemay be,the term"shareof stock" or"shares of stock"or "stockholder" or"stockholders" refers to an outstanding share orshares of stock and to a holder or holders of recordof outstanding sharesof stockwhenthe corporationis authorizedto issue only one class of shares ofstock,and said reference is alsointended to include any outstanding share orshares ofstock and any holder or holders ofrecord ofoutstandingsharesof stockof any classorseriesupon which or upon whomtheArticlesof Incorporation confersuch rights where there aretwo or more classes orseriesof shares or upon which or upon whom the provisions of the Maryland General Corporation Law may confer suchrights or the right of dissent notwithstanding thatthe Articles of Incorporation may provide formore than oneclassor series of shares of stock, one ormore of which arelimited ordenied such rights thereunder.
6. STOCKHOLDERMEETINGS.
-TIME. Theannual meeting of stockholders shallbe held on the date fixed, from timeto time, bythe directors,within thethirty-one dayperiodcommencing with the I' day of May, for theelectionofdirectors and thetransaction of anybusinesswithin the powersof the corporation. A specialmeeting shallbe held on thedate fixed bythe directors.
-PLACE. Annual meetingsand special meetings shall be held at such place, either within the State of Maryland or at such other place withintheUnitedStates, as the directors may, fromtime to time set. Whenever thedirectors shall fail to set suchplace, or, whenever stockholders entitled to·call a special meeting shall call the same,and a place of meetingis not set,the meeting shall be held at the principal officeof thecorporationinthe State ofMaryland.
-CALL. Annual meetingsmaybe calledbya majority of themembersof the BoardofDirectors or the holders ofmorethan a majority of theissuedand outstanding sharesof stock orthe Chief Executive Officer or byany officer instructedby the directorsor Chief Executive Officer or the holdersof more than amajorityof the issuedandoutstandingsharesof stock to call themeeting. Except asmay beotherwise providedbytheprovisions of the Maryland GeneralCorporation Law,special meetings may be called in like manner andshall be calledbytheSecretary wheneverthe holdersof shares entitledtoat leasttwenty-fivepercentof all thevotesentitled tobe cast at such meeting shallmakea duly authorizedrequest thatsuch meetingbe called.
-NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. Written notice ofall meetings shall be given by the Secretaryand shall state the time andplace of the meeting. The noticeofan annual meeting shall state that themeeting is called for the election of directorsand for the transactionof other business which may properly comebefore the meeting, and shall (if any otheractionwhich couldbetaken at aspecialmeeting istobe takenat such annual meeting)contain any additionalstatementsrequiredinanotice ofaspecial meeting, and shall include acopy of anyrequisite statements or provisions prescribedbythe provisionsof the MarylandGeneralCorporation Law;provided, however, that anybusiness ofthe corporation maybe transactedat anyannual meetingwithout beingspeciallynoticed unless the provisionsof theMarylandGeneral CorporationLawprovide otherwise. Thenoticeofaspecial meeting shall in all instances state the purposeor purposes for which themeetingis called and shall includea copy ofany requisite statements or provisions prescribed by the provisionsof the Maryland GeneralCorporation Law. Written noticeofany meeting shall be given to each stockholder either by mail orother permissible medium or personally delivered to the stockholder or by leaving itat the stockholder's residence or usual place of business notlessthan ten daysand not more than ninety days before the date of the meeting, unlessany provisions of the Maryland General CorporationLaw shall prescribea differentelapsedperiod of time, to each stockholder at the stockholder's addressappearingon the booksof the corporation orthe address supplied bythe stockholder for the purpose of notice. Ifmailed, noticeshall be deemed to be given when deposited in the UnitedStates mail addressed to the stockholder at stockholder's address as it appearson the records ofthe corporationwith postage thereon prepaid. Wheneverany noticeof thetime, place or purpose of anymeetingof stockholdersis requiredtobe given under the provisions of the Articles of Incorporation, these Bylaws or of the provisions of the Maryland General Corporation Law, a waiver thereofin writing, signed bythe stockholderandfiled with the records of the meeting, whether before orafter the holding thereof, or the stockholder's presence in person or by proxy atthe meeting shall be deemed equivalent tothegivingof such notice to suchstockholder. Theforegoing requirements ofnotice shallalsoapply,whenever the corporationshall haveanyclassof stockwhich is not entitled to vote, to holders ofstock who are not entitledtovoteat themeeting, but who are entitledto notice thereofand to dissentfromany action takenthereat.
-STATEMENT OF AFFAIRS.The Chairman of the Board, or if none, the ChiefExecutive Officer,or if none, thePresident of thecorporation, or, ifthe Board of Directors shall determineotherwise, some other executive officer thereof, shall prepare orcause to be preparedannually a full and correct statement of the affairs ofthe corporation, including a balancesheetand a financialstatement ofoperations for thepreceding fiscal year, whichshall be submittedat the Annual Meeting and 1placed on filewithintwenty daysthereafter attheprincipal office of the corporation inthe StateofMaryland.
-CONDUCT OF MEETINGS. Meetings of the stockholders shall be presided over byone of the following officers in the order of seniority and if present and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the Chief Executive Officer, if any, the President, ifany, aVice-President, or, if noneof the foregoingis in office and presentandacting, by a chairman to bechosen bythe stockholders. The Secretary of the corporation,or in theSecretary's absence, an Assistant Secretary, shallactas secretary of every meeting, butif neither theSecretarynor an AssistantSecretary is present the Chairman of the meeting shallappoint a secretaryof the meeting.
-PROXY REPRESENTATION. Every stockholder may authorize another person or persons to act for the stockholder by p oxy in all matters in which a stockholder is entitled toparticipate, whether for the purposes ofdetermining thestockholder's presence at a meeting,or whetherby waivingnotice ofany meeting,voting or participatingatameeting,or expressing consent or dissent without a meeting, or otherwise.'The authorization shall be effected in themannerprescribed by the provisionsof Section2-507of the Maryland General CorporationLaw,
-INSPECTORS OF ELECTION.The directors, in advance of any meeting, may,but need not, appoint one or more inspectors to act at the meetingorany adjournment thereof.If an inspector orinspectorsare notappointed, the personpresidingat themeeting may, but need not, appoint oneor more inspectors. In caseanyperson whomaybeappointed asan inspector fails to appear oract, the vacancy may befilled byappointment made bythe directors in advance of the meeting or at themeeting bytheperson presiding thereat. Each inspector, if any, before entering upon the discharge of the inspector's duties, shalltake and sign an oath faithfully to execute the duties of inspector at such meeting withstrict impartialityand according tothe bestof the inspector's ability.Theinspectors, ifany, shall determinethe number ofshares outstanding andthe votingpower of each,the sharesrepresented atthe meeting,the existence of aquorum,thevalidity and effectof proxies,and shallreceive votes, ballots or consents,hear and determine all challengesand questions arising in connection withthe right to vote, count and tabulate all votes, ballots or consents, determinetheresult, and do .suchacts as are proper to conductthe election orvotewith fairness to all stockholders. On request of theperson presiding at the meetingor any stockholder, the inspectororinspectors, if any, shall make a report in writing ofany challenge, questionor matterdeterminedby theinspector orinspectors and execute a certificate ofanyfact found bythe inspector or inspectors.
-QUORUM.Exceptas may otherwisebe required bythe provisionsof the Maryland General Corporation Law, the Articles of Incorporation,or these Bylaws, the presence in personor by proxy atameeting of thestockholders entitledtocast atleast amajority of the votes entitled tobe castat themeeting shallconstitute a quorum.
-VOTING, Eachshare of stock shall entitlethe holder thereof to onevote except inthe election ofdirectors, atwhich each saidvotemaybe castfor asmanypersonsas there are directors tobe elected. Exceptas may otherwise be providedintheprovisions of the Maryland General Corporation Law, the Articles of Incorporation or these Bylaws, amajority ofall the votes castat a meeting of stockholdersat which aquorum is present shallbesufficientto approve any matter which mayproperly comebefore themeeting. A plurality of all thevotescast ata meetingof stockholders at which a quorum is present issufficientto elect a director.
-TELEPHONE PARTICIPATION.Stockholders mayparticipate in a meeting by means of aconferencetelephone orsimilarcommunications equipmentif all persons participating in the meeting can heareach other at the same time.
7. INFORMAL ACTION. Any action required or permitted to be taken at any meeting of stockholdersmaybetakenwithout a meeting ifthe followingare filedwith the recordsofthe meeting: a unanimous written consentwhich setsforth theactionand is signedbyeach stockholder entitled to vote on the matter.
ARTICLE II
BOARD OF DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and the affairs of the corporation shall bemanaged byor under the directionofits Board ofDirectors. All powers ofthe corporation maybe exercised byor underauthority of said Boardof Directors. The use of the phrase"entire board" herein referstothetotal numberof directorswhich the corporation would have if therewere no vacancies.Theuse of the term "directors" inthese Bylaws shall be deemed to meanto sole directorwheneverthe corporation is authorizedto have only one director.
2. QUALIFICATIONS AND NUMBER. Eachdirector shallbe anatural person of full age. A director neednot be astockholder, a citizen of the United States, or a resident of the State of Maryland. The Board of Directors immediately after the filing of the Amended and Restated Articles of Incorporation shall consist of five (5) persons. Thereafterthe number of directors constituting the entire board shall be at least one. Exceptfor the firstBoard of Directors after the filingof the Amendedand Restated Articles of Incorporation, such number may beset from time to time by action of the stockholdersor of amajority of the entire Board of Directors.Thenumber of directorsmay be increased or decreased byan amendmentto these Bylaws, or by written consent of the stockholders ortheBoard ofDirectors.
3. ELECTION AND TERM. Except as may otherwise be provided bylaw, directors who are elected at an annualmeeting of stockholders,and directorswho are elected in theinterim to fill vacanciesand newly createddirectorships, shallhold office untilthe next annualmeetingof stockholders and untiltheir successors have beenelected and qualified. Inthe interimbetween annual meetingsof stockholders or of special meetingsof stockholderscalledfor the electionof directors, newly created directorshipsandany vacanciesintheBoardofDirectors, including vacancies resultingfromthe removalof directors by the stockholders which have not been filled by said stockholders, maybefilledby theBoard ofDirectors. Newly created directorshipsfilled by the Board of Directorsshall beby action ofa majority of theentire Board of Directors. All other vacancies to be filled by the Board ofDirectorsmaybe filledby a majority of the remaining members of the Board ofDirectors,whether ornot sufficientto constitute aquorum.
4. MEETINGS.
-TIME. Meetings shall beheldat such time as theBoardofDirectors shall set, except thatthe firstmeetingofa newly elected Board of Directorsshall beheldassoonafter its election asthe directors mayconveniently assemble.
-PLACE. Meetingsshall be heldat such place withinor without theStateof Maryland as shall be set by the Board ofDirectors.
-CALL.No call shallbe required for regularmeetings for which the timeand place have been fixed. Special meetingsmaybe called by oratthedirection of the Chairmanof theBoardofDirectors, if any,or the ChiefExecutive Officer, or if none, thePresident, or of a majority of the directors in office.
-NOTICE OR ACTUALOR CONSTRUCTIVE WAIVER. Nonoticeshall be required for regular meetings for which the time andplace havebeenfixed. Written, oral, orany othermodeof notice of thetimeandplace shall be givenfor specialmeetings in sufficient time for theconvenient assembly of the directorsthereat.Thenotice of anymeetingneed not specify the business tobe transacted or thepurposeofthe meeting.Whenever any noticeof the time, place,or purpose ofany meeting ofdirectors or anycommittee thereof is required tobegiven underthe provisions of the Maryland General Corporation Law or of these Bylaws, a waiver thereof in writing, signed bythedirector or committee member entitled to such noticeand filed withthe records ofthe meeting, whether before orafter themeeting, or presenceat themeeting, shall be deemed equivalent to the giving of such notice to such director orsuch committee member.
-QUORUM AND ACTION.A majority of the entire Boardof Directors shall constitute a quorumexcept whena vacancy or vacancies prevents such majority, whereupona majority ofthe directors inoffice shall constitutea quorum, providedsuch majority shall constitute atleast one-third ofthe entire Board of Directors and, in noevent,less thantwo directors provided,thatwhenever the entire Board of Directors consists of one director,that one director shall constitute a quorum. Except asin the ArticlesofIncorporation and herein otherwise provided and, except as in provisions oftheMarylandGeneralCorporationLaw otherwiseprovided, the actionofthedirectors presentata meeting atwhichaquorum is present shall be the action of the Board of Directors. Members of the Board of Directors or of a committee thereof may participate in a meeting by means ofa conference telephone or similar communications equipment ifall persons participatingin the meetingcan heareach other atthe sametime; and participation by such meansshallconstitute presence in person at a meeting.
-CHAIRMAN OF THE MEETING. The Chairman of the Board,ifany andif presentand acting,shall presideatall meetings. If there isno Chairman of theBoard orif the Chairman of the Board is not present and acting, the Chief Executive Officer, if any and if presentandacting,shall presideat all meetings. If there isno Chairman of the Board orChief ExecutiveOfficeror if neither the Chairman of the Board orChief Executive Officer is present and acting, the President shall presideat allmeetings.
5. REMOVALOF DIRECTORS.Any or allof thedirectors may beremoved, with or without cause, pursuant to theprovisionsof Section 2-406 of the MarylandGeneralCorporation Law.
6. COMMITTEES.The Board of Directorsmay appoint from amongits membersan Executive Committeeandothercommittees composed of one or more directors, and may delegateto suchcommitteeor committeesanyof the powers of the Board of Directors except suchpowersas may notbe delegated under the provisions ofthe MarylandGeneralCorporation Law. Inthe absence ofanymemberofany such committee, the membersthereofpresentat any meeting, whether or not they constitute aquorum, may appointamember of theBoard of Directors to act in theplace of such absentmember.
7. INFORMAL ACTION.Any actionrequired or permitted to betaken atanymeeting of theBoard of Directors or of any committee thereof may be taken without a meeting, if a written consent to suchaction issignedbyall membersof the Boardof Directors or any such committee, as the case maybe,andsuch written consent is filedwith theminutes of proceedings of theBoard ofDirectors or any such committee.
ARTICLE III
OFFICERS
Unless otherwise determined by theBoardofDirectors,thecorporation shall havea President, a Secretary, andaTreasurer,andmay haveaChiefExecutiveOfficer,aChairman of theBoard, a Vice-Chairman oftheBoard,and one ormore Vice-Presidents,who shallbe elected by theBoard ofDirectors, andmayalso have such otherofficers,assistant officers,andagents as the Board of Directors shall authoE4e from timeto time, each of whom shall be elected or appointedinthemannerprescribed bythe Board of Directors. Anytwo or moreoffices,except those of President and Chief Operating Officer and Vice-President, may be held by the same person, but no person shall execute,acknowledge or verify any instrument in more than one capacity, ifsuch instrument isrequired by lawto be executed, acknowledged orverified by more than oneofficer.Unlessotherwise provided in the resolution of election or appointment, each officer shall hold office until the meeting of the Boardof Directors following the nextannual meetingof stockholders anduntilthe officer's successor hasbeen electedor appointed and qualified.
The officersandagents of the corporation shall havethe authority and perform theduties inthe management of the corporation as set forthbelow:
Duties of President.'The President shall report totheChief Executive Officer andassist inthe management of the day to day operations of the corporation.The President shall have such otherduties andresponsibilities that are commonly assigned to aChief OperatingOfficer. The President shall perform such other duties and have such otherpowersastheBoardof Directors shall designatefrom time to time.
Duties of Secretary.The Secretary shallattend meetingsof the stockholders andof the Board ofDirectors and shall recordactsand proceedings thereof inthe minute book of the Corporation. The Secretary shall givenoticein conformity with theseBylaws of meetings of the stockholders andofmeetings of the Boardof Directors and any committeethereof requiringnotice. The Secretary shall perform allother duties provided for in theseBylaws and other dutiescommonly incident to theoffice andshall alsoperform suchother dutiesand havesuchother powersas the Board of Directorsshalldesignatefrom time to time. The Chief ExecutiveOfficer or the President may direct anyAssistant Secretary toassume and perform the dutiesof the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall performother duties commonly incident to the office and shallalso perform such other dutiesandhave such otherpowersas theBoardof Directors, the Chief Executive Officer or the President shall designate from time to time.
Dutiesof Treasurer.The Chief Financial Officer shall keep or cause to be kept the books of account of the Corporation in a thorough and proper manner and shall render statements of the financial affairs of the Corporation in such form and as often as required by the Board of Directors, the Chief Executive Officer or the President. The Chief Financial Officer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the Corporation. The Chief Financial Officer shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer or the President shall designate from time to time. The President may direct the Treasurer or any Assistant Treasurer, or the Controller or any Assistant Controller, or any such officer to. assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and each Treasurer and Assistant Treasurer and each Controller and Assistant Controller and such designated officer shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer or the President shall designate from time to time.
Duties of Chief Executive Officer.The Chief Executive Officer shall have overall responsibility and authority for management of the operations of the Corporation (subject to the authority of the Board of Directors), and shall ensure that all orders and resolutions of the Board of Directors and stockholders are carried into effect. The Chief Executive Officer may execute bonds, mortgages and other contracts, except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. The Chief Executive Officer shall have full responsibility and authority for management of the day-to-day operations of the Corporation, subject to the authority of the Board of Directors. The Chief Executive Officer shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.
Duties of ChairmanoftheBoard of Directors. The Chairman of the Board of Directors, when present, shall preside at all meetings of the stockholders and the Board of Directors. The Chairman of the Board of Directors will have responsibility for working with the Chief Executive Officer to implement the Board of Directors' directives and may directly advise any officer of the Board of Director's directives. The Chairman of the Board of Directors shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.
Dutiesof VicePresidents.The Vice Presidents shallperformother dutiescommonly incident to their office and shall also perform such other duties and have such other powersas the BoardofDirectors or, theChief ExecutiveOfficer, or if there is no Chief Executive Officer, as the President shall designatefromtime to time.
Anyofficer oragentmay be removed by the Board of Directors.
ARTICLE IV
INDEMNIFICATION
Thecorporation shall,to the maximum extent permitted by theMGCL, indemnify,and pay orreimbursereasonableexpenses in advance offinal dispositionofa proceedingto(a) any individual who is a present or former director of the corporation and (b) the Chairman of the Board,Chief Executive Officer, President, and other executive officers as determined by the Boardof Directors, from and against any claim orliabilityto which such personmaybecome subjectorwhichsuch personmayincur by reason of hisorher service insuch capacity. The corporation shall have the power,withthe approval of the Boardof Directors, toprovide such indemnification and advancement of expensesto a person who serveda predecessorofthe corporation in any of the capacities described in (a)or(b)aboveand to any officer, employee or agent of the corporation ora predecessorof thecorporation.
ARTICLE V
PRINCIPAL OFFICE- RESIDENTAGENT- STOCKLEDGER
The addressof theinitial principalofficeof the corporation in the StateofMarylandand the name and theaddress of theinitialresident agent of the corporation in the State of Maryland are set forthin the ArticlesofIncorporation.
The corporation shallmaintain, at its principal officein the StateofMaryland orat a businessoffice or an agency of thecorporation an original or duplicate stock ledger containing the name andaddress of eachstockholderand the number of shares ofeachclass held by each stockholder.Such stock ledger may be in written form or any other form capable of being converted into written formwithin a reasonabletime for visual inspection.
