Exhibit 3(b)
Adopted 10/17/96
Amended 07/16/98
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Amended 12/10/98
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Amended 02/11/99
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Amended 07/20/00
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Amended 07/19/01
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Amended 10/17/02
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Amended 02/12/04
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BYLAWS
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OF
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THE BLACK & DECKER CORPORATION
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ARTICLE I
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Stockholders
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SECTION 1. Annual Meeting.
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The annual meeting of stockholders shall be held on the last Tuesday in
April of each year or on such day within 15 days thereof and at such time and at
such place as the Board of Directors may by resolution provide for the purpose
of electing directors and for the transaction of only such other business as is
properly brought before the meeting in accordance with these Bylaws.
To be properly brought before the meeting, business must be either (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board, (b) otherwise properly brought before the meeting by
or at the direction of the Board, or (c) otherwise properly brought before the
meeting by a stockholder. In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by a stockholder, the
stockholder must have given written notice thereof that is received by the
Secretary of the Corporation at the principal executive offices of the
Corporation not less than 90 days nor more than 110 days prior to the meeting;
provided, however, that in the event that less than 100 days' notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder must be so received not later than the close of
business on the 10th day following the day on which the notice of the date of
the annual meeting was mailed or the public disclosure was made, whichever first
occurred. A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (ii) the name
and record address of the stockholder proposing such business, (iii) the class
and number of shares of the Corporation which are beneficially owned by the
stockholder, and (iv) any material interest of the stockholder in such business.
Notwithstanding anything in the Bylaws to the contrary, no business shall
be conducted at the annual meeting except in accordance with the procedures set
forth in this section, provided, however, that nothing in this section shall be
deemed to preclude discussion by any stockholder of any business properly
brought before the annual meeting.
The Chairman of the annual meeting shall, if the facts warrant, determine
and declare to the meeting that business was not properly brought before the
meeting in accordance with the provisions of this Article, and if the Chairman
should so determine, he or she shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.
SECTION 2. Special Meetings.
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Special meetings of the stockholders may be called at any time for any
purpose or purposes by the Chief Executive Officer, by a majority of the Board
of Directors, or by a majority of the Executive Committee. Stockholders entitled
to cast a majority of all votes entitled to be cast at a special meeting may
request that the Board of Directors call a special meeting of the stockholders
for the purpose or purposes stated in the written request. Upon receiving the
request, the Board of Directors shall determine the validity of the request and,
if valid, shall determine the time (which shall be not less than 90 nor more
than 110 days from the date the request was received) and place of the meeting.
However called, the Secretary shall give notice of the time and place of the
special meeting and the business to be transacted at the meeting. No business
other than that stated in the notice shall be transacted at any special meeting.
SECTION 3. Place of Meetings.
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All meetings of stockholders shall be held at the principal offices of the
Corporation at Towson, Baltimore County, Maryland, or at such other location in
the United States of America as the Board of Directors may provide in the notice
of the meeting.
SECTION 4. Notice of Meetings.
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Notice of each meeting of the stockholders shall be given to each
stockholder either by written notice mailed to the stockholder's mailing address
as it appears on the records of the Corporation or by a form of electronic
transmission to an address consented to by the stockholder. The notice shall be
given not more than 90 nor less than 20 days before the meeting and shall state
the place, day, and hour at which the meeting is to be held. Notice of a meeting
of the stockholders does not need to be given to any stockholder who waives
notice in a signed writing filed with the records of the meeting either before
or after the meeting is held.
SECTION 5. Quorum.
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At any meeting of stockholders the presence in person or by proxy of the
holders of record of a majority of the shares of stock entitled to vote at the
meeting shall constitute a quorum. In the absence of a quorum, the stockholders
entitled to vote who shall be present in person or by proxy at any meeting (or
adjournment thereof) may, by a majority vote and without further notice, adjourn
the meeting from time to time, but not for a period of over thirty days at any
one time, until a quorum shall attend. At any adjourned meeting at which a
quorum shall be present, any business may be transacted that could have been
transacted if the meeting had been held as originally scheduled.
SECTION 6. Conduct of Meetings.
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Meetings of stockholders shall be presided over by the Chairman of the
Board of Directors of the Corporation or, in the Chairman's absence, by the Vice
Chairman of the Board, or if both of such officers are absent, by the President
of the Corporation. The Secretary of the Corporation shall act as secretary of
meetings of the stockholders and in the Secretary's absence, the records of the
proceedings shall be kept and authenticated by such other person as may be
appointed for that purpose at the meeting by the presiding officer. To
participate in a meeting, stockholders must be present in person or by proxy;
stockholders may not participate by means of a conference telephone or other
communications equipment. The rules contained in the current edition of Robert's
Rules of Order Newly Revised shall govern in all cases to which they are
applicable and in which they are not inconsistent with these Bylaws and any
special rules of order that the meeting may adopt.
SECTION 7. Approval of Minutes.
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The minutes of all meetings of stockholders shall be corrected and approved
by a committee of directors designated by the Board and if none is designated,
by the Corporate Governance Committee. At a subsequent meeting of stockholders,
a synopsis of the minutes shall be read for information at the request of the
presiding officer or any stockholder.
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SECTION 8. Proxies.
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Stockholders may vote either in person or by proxy, and if by proxy, in any
manner authorized by the Maryland General Corporation Law. A proxy that is dated
more than 11 months before the meeting at which it is offered shall not be
accepted unless the proxy shall state a longer period for which it is to remain
in force. A written proxy shall be dated and signed by the stockholder, or the
stockholder's duly authorized agent but need not be sealed, witnessed or
acknowledged. Proxies shall be filed with the Secretary of the Corporation at or
before the meeting.
SECTION 9. Voting.
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Except as otherwise provided in the charter of the Corporation, at all
meetings of stockholders, each holder of shares of Common Stock shall be
entitled to one vote for each share of stock of the Corporation registered in
the stockholder's name upon the books of the Corporation on the date fixed by
the Board of Directors as the record date for the determination of stockholders
entitled to vote at the meeting. Except as otherwise provided in the charter of
the Corporation, all elections and matters submitted to a vote at meetings of
stockholders shall be decided by a majority of all votes cast in person or by
proxy, unless more than a majority of the votes cast is required by statute, by
charter, or by these Bylaws. If the presiding officer shall so determine, a vote
by ballot may be taken upon any election or matter, and the vote shall be so
taken upon the request of the holders of ten percent of the stock present and
entitled to vote on the election or matter. If the presiding officer shall so
determine, the votes on all matters to be voted upon by ballot may be postponed
to be voted on at the same time or on a single ballot.
SECTION 10. Inspectors of Elections.
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One or more inspectors may be appointed by the presiding officer at any
meeting. If so appointed, the inspector or inspectors shall open and close the
polls, receive and take charge of the proxies and ballots, decide all questions
as to the qualifications of voters and the validity of proxies, determine and
report the results of elections and votes on matters before the meeting, and do
such other acts as may be proper to conduct the election and the vote with
fairness to all stockholders.
SECTION 11. List of Stockholders.
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Prior to each meeting of the stockholders, the Secretary of the Corporation
shall prepare, as of the record date fixed by the Board of Directors with
respect to the meeting, a full and accurate list of all stockholders entitled to
vote at the meeting, indicating the number of shares and class of stock held by
each. The Secretary shall be responsible for the production of that list at the
meeting.
ARTICLE II
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Board of Directors
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SECTION 1. Powers.
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The property, business, and affairs of the Corporation shall be managed by
the Board of Directors of the Corporation. The Board of Directors may exercise
all the powers of the Corporation, except those conferred upon or reserved to
the stockholders by statute, by charter or by these Bylaws. The Board of
Directors shall keep minutes of each of its meetings and a full account of all
of its transactions.
SECTION 2. Number of Directors.
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The number of directors of the Corporation shall be 14 or such lesser
number not less than eight as may from time to time be determined by the vote of
three-fourths of the entire Board of Directors. However, the tenure of Office of
a director shall not be affected by any change in number.
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SECTION 3. Nomination of Directors.
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Only persons who are nominated in accordance with the following procedures
shall be eligible for election as Directors at a meeting of stockholders.
Nominations of persons for election as Directors may be made at a meeting of
stockholders by or at the direction of the Board of Directors by any nominating
committee or person appointed by the Board or by any stockholder of the
Corporation entitled to vote for the election of Directors at the meeting who
complies with the notice procedures set forth in this section. Nominations,
other than those made by or at the direction of the Board, shall be made
pursuant to written notice delivered to or mailed and received by the Secretary
of the Corporation at the principal executive offices of the Corporation not
less than 90 days nor more than 110 days prior to the meeting; provided,
however, that in the event that less than 100 days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder must be so received not later than the close of business on
the 10th day following the day on which notice of the date of the meeting was
mailed or public disclosure was made, whichever first occurred. The notice to
the Secretary shall set forth (a) as to each person whom the stockholder
proposes to nominate for election or re-election as a Director, (i) the name,
age, business address and residence address of the person, (ii) the principal
occupation or employment of the person, (iii) the class and number of shares of
capital stock of the Corporation which are beneficially owned by the person and
(iv) any other information relating to the person that is required to be
disclosed in solicitations for proxies for election of Directors pursuant to
Rule 14a under the Securities Exchange Act of 1934; and (b) as to the
stockholder giving the notice (i) the name and record address of stockholder and
(ii) the class and number of shares of capital stock of the Corporation which
are beneficially owned by the stockholder. The Corporation may require any
proposed nominee to furnish such other information as may reasonably be required
by the Corporation to determine the eligibility of the proposed nominee to serve
as Director of the Corporation.
The presiding officer of the meeting shall, if the facts warrant, determine
and declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if the presiding officer shall so determine and shall
so declare to the meeting, the defective nomination shall be disregarded.
SECTION 4. Election.
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Except as hereinafter provided, the members of the Board of Directors shall
be elected each year at the annual meeting of stockholders by the vote of the
holders of record of a majority of the shares of stock present in person or by
proxy and entitled to vote at the meeting. Each director shall hold office until
the next annual meeting of stockholders held after his or her election and until
his or her successor shall have been duly elected and qualified, or until death,
or until he or she shall have resigned, or shall have been removed as
hereinafter provided. Each person elected as director of the Corporation shall
qualify as such by written acceptance or by attendance at and participation as a
director in a duly called meeting of the Board of Directors.
SECTION 5. Removal.
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At a duly called meeting of the stockholders at which a quorum is present,
the stockholders may, by vote of the holders of a majority of the votes entitled
to be cast at the meeting, remove with or without cause any director or
directors from office, and may elect a successor or successors to fill any
resulting vacancy for the remainder of the term of the director so removed.
SECTION 6. Vacancies.
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If any director shall die or resign, or if the stockholders shall remove
any director without electing a successor to fill the remaining term, that
vacancy may be filled by the vote of a majority of the remaining members of the
Board of Directors, although a majority may be less than a quorum. Vacancies in
the Board created by an increase in the number of directors may be filled by the
vote of a majority of the entire Board as constituted prior to the increase. A
director elected by the Board of Directors to fill any vacancy, however created,
shall hold office until the next annual meeting of stockholders and until his or
her successor shall have been duly elected and qualified.
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SECTION 7. Meetings.
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Immediately after each annual meeting of stockholders at which a Board of
Directors shall have been elected, the Board of Directors shall meet, without
notice, for the election of an Executive Committee of the Board of Directors,
for the election of officers of the Corporation, and for the transaction of
other business. Other regular meetings of the Board of Directors shall be held
in the months of February, July, October and December on the day and at the time
designated by the Chief Executive Officer. Special meetings of the Board of
Directors may be called at any time by the Chief Executive Officer or by any two
directors. Regular and special meetings of the Board of Directors may be held at
such place, in or out of the State of Maryland, as the Board may from time to
time determine.
SECTION 8. Notice of Meetings.
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Except for the meeting immediately following the annual meeting of
stockholders, notice of the place, day and hour of a regular meeting of the
Board of Directors shall be given in writing to each director not less than
three days prior to the meeting and delivered to the director or to the
director's residence or usual place of business, or by mailing it, postage
prepaid and addressed to the director at his or her address as it appears upon
the records of the Corporation. Notice of special meetings may be given in the
same way, or may be given personally, by telephone, or by telegraph or facsimile
message sent to the director's home or business address as it appears upon the
records of the Corporation, not less than one day prior to the meeting. Unless
required by these Bylaws or by resolution of the Board of Directors, no notice
of any meeting of the Board of Directors need state the business to be
transacted at the meeting. No notice of any meeting of the Board of Directors
need be given to any director who attends, or to any director who, in writing
executed and filed with the records of the meeting either before or after the
holding thereof, waives notice.
SECTION 9. Quorum.
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A majority of the Board of Directors shall constitute a quorum for the
transaction of business at meetings of the Board of Directors. Except as
otherwise provided by statute, by charter, or by these Bylaws, the vote of a
majority of the directors present at a duly constituted meeting shall be
sufficient to pass any measure, and such decision shall be the decision of the
Board of Directors. In the absence of a quorum, the directors present, by
majority vote and without further notice, may adjourn the meeting from time to
time until a quorum shall be present. The Board of Directors may also take
action or make decisions by any other method which may be permitted by statute,
by charter, or by these Bylaws.
SECTION 10. Presumption of Assent.
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A director of the Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless the director announces his or her
dissent at the meeting, and (a) the dissent is entered in the minutes of the
meeting, (b) before the meeting adjourns the director files with the person
acting as the secretary of the meeting a written dissent to the action, or (c)
the director forwards a written dissent within 24 hours after the meeting is
adjourned by registered or certified mail to the Secretary of the Corporation.
The right to dissent does not apply to a director who voted in favor of the
action or who failed to announce his or her dissent at the meeting. A director
may abstain from voting on any matter before the meeting by so stating at the
time the vote is taken and by causing the abstention to be recorded or stated in
writing in the same manner as provided above for a dissent.
SECTION 11. Compensation.
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Each director shall be entitled to receive such remuneration as may be
fixed from time to time by the Board of Directors. However, no director who
receives a salary as an officer or employee of the Corporation or of any
subsidiary thereof shall receive any remuneration as a director or as a member
of any committee of the Board of Directors. Each director may also receive
reimbursement for the reasonable expenses incurred in attending the meetings of
the Board of Directors, the meetings of any committee thereof, or otherwise in
connection with attending to the affairs of the Corporation.
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ARTICLE III
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Committees
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SECTION 1. Executive Committee.
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At its first meeting after the annual meeting of the stockholders, the
Board of Directors shall elect an Executive Committee consisting of at least
five members of the Board, of whom the Chairman of the Board, if any, shall be
one. The Board shall designate a Chairman of the Committee who shall serve as
Chairman of the Committee at the pleasure of the Board. During the intervals
between the meetings of the Board of Directors, the Executive Committee shall
possess and may exercise all powers in the management and direction of the
business and affairs of the Corporation except as limited by the Maryland
General Corporation Law or by resolution of the Board of Directors. All action
taken by the Executive Committee shall be reported to the Board of Directors at
its meeting next succeeding such action, and shall be subject to revision and
alteration by the Board, provided that no rights of third parties may be
adversely affected by any revision or alteration. Delegation of authority to the
Executive Committee shall not relieve the Board of Directors or any director of
any responsibility imposed by law or statute or by charter.
SECTION 2. Other Committees.
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From time to time the Board of Directors by resolution adopted by the
affirmative vote of a majority of the members of the entire Board may provide
for and appoint other committees to have the powers and perform the duties
assigned to them by the Board of Directors.
SECTION 3. Meetings of Committees.
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Each Committee of the Board of Directors shall fix its own rules of
procedure, and shall meet as provided by those rules or by resolution of the
Board, or at the call of the chairman or any two members of the committee. A
majority of each committee shall constitute a quorum thereof, and in every case
the affirmative vote of a majority of the entire committee shall be necessary to
take any action. Each committee may also take action by any other method that
may be permitted by statute, by charter, or by these Bylaws. In the event a
member of a committee fails to attend any meeting of the committee, the other
members of the committee present at the meeting, whether or not they constitute
a quorum, may appoint a member of the Board of Directors to act in the place of
the absent member. Regular minutes of the proceedings of each committee and a
full account of all its transactions shall be kept in a book provided for the
purpose. Vacancies in any committee of the Board of Directors shall be filled by
the Board of Directors.
ARTICLE IV
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Officers
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SECTION 1. Election and Tenure.
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The Board of Directors may elect a Chairman and a Vice Chairman from among
the directors. The Board of Directors shall elect a President, a Treasurer and a
Secretary, and one or more Vice Presidents, one or more Assistant Treasurers,
one or more Assistant Secretaries, and such other officers with such powers and
duties as the Board may designate, none of whom need be a director. Each officer
shall hold office until the first meeting of the Board of Directors after the
annual meeting of stockholders next succeeding his or her election and until a
successor shall have been duly chosen and qualified or until he or she shall
have resigned or been removed. All elections to office shall be by a majority
vote of the entire Board of Directors.
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SECTION 2. Chairman of the Board.
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The Chairman of the Board shall preside at all meetings of stockholders and
of the Board of Directors at which he or she shall be present. The Chairman
shall have such other powers and perform such other duties as from time to time
may be assigned by the Board of Directors.
SECTION 3. Vice Chairman of the Board.
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The Vice Chairman of the Board, in the absence of the Chairman of the
Board, shall preside at all meetings of stockholders and the Board of Directors.
(In the absence of the Chairman and the Vice Chairman, the Board of Directors
shall elect a chairman of the meeting.) The Vice Chairman shall have such other
powers and perform such other duties as from time to time may be assigned by the
Board of Directors or by the Chairman of the Board.
SECTION 4. President.
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The President shall be the Chief Executive Officer of the Corporation and,
subject to the control of the Board of Directors and the Executive Committee,
shall have general charge and supervision of the Corporation's business,
affairs, and properties. The President shall have authority to sign and execute,
in the name of the Corporation, all authorized deeds, mortgages, bonds,
contracts or other instruments. The President may sign, with the Secretary or
the Treasurer, stock certificates of the Corporation. In the absence of the
Chairman and the Vice Chairman of the Board, the President shall preside at
meetings of stockholders. In general, the President shall perform all the duties
ordinarily incident to the office of a president of a corporation, and such
other duties as, from time to time, may be assigned by the Board of Directors or
by the Executive Committee.
SECTION 5. Vice Presidents.
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Each Vice President, which term shall include any Executive Vice President
or Group Vice President, shall have the power to sign and execute, unless
otherwise provided by resolution of the Board of Directors, all contracts or
other obligations in the name of the Corporation in the ordinary course of
business, and with the Secretary, or with the Treasurer, or with an Assistant
Secretary, or with an Assistant Treasurer, may sign stock certificates of the
Corporation. At the request of the President or in the President's absence or
during the President's inability to act, the Vice President or Vice Presidents
shall perform the duties and exercise the functions of the President, and when
so acting shall have the powers of the President. If there is more than one Vice
President, the Board of Directors may determine which one or more of the Vice
Presidents shall perform any of such duties or exercise any of such functions,
or if the determination is not made by the Board, the President may make the
determination. The Vice President or Vice Presidents shall have such other
powers and perform such other duties as may be assigned by the Board of
Directors or by the President. For purposes of this Article IV, Section 5, the
term Vice President does not include a Vice President appointed pursuant to
Article IV, Section 9.
SECTION 6. Secretary.
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The Secretary shall keep the minutes of the meetings of the stockholders,
of the Board of Directors, and of the Executive Committee, including all the
votes taken at the meetings, and record them in books provided for that purpose.
The Secretary shall see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by statute. The Secretary shall be the
custodian of the records and of the corporate seal of the Corporation. The
Secretary may affix the corporate seal to any document executed on behalf of the
Corporation, and may attest the same. The Secretary may sign, with the President
or a Vice President, stock certificates of the Corporation. In general, the
Secretary shall perform all duties ordinarily incident to the office of a
secretary of a corporation, and such other duties as, from time to time, may be
assigned by the Board of Directors or by the President.
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SECTION 7. Treasurer.
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The Treasurer shall have charge of and be responsible for all funds,
securities, receipts and disbursements of the Corporation, and shall deposit or
cause to be deposited, in the name of the Corporation, all moneys or other
valuable effects in such banks, trust companies, or depositories as may be
designated by the Board of Directors. The Treasurer shall maintain full and
accurate accounts of all assets, liabilities and transactions of the
Corporation, and shall render to the President and the Board of Directors,
whenever they may require it, an account of all transactions as Treasurer and of
the financial condition of the Corporation. In general, the Treasurer shall
perform all the duties ordinarily incident to the office of a treasurer of a
corporation, and such other duties as, from time to time, may be assigned to him
or her by the Board of Directors or by the President. The Treasurer shall give
the Corporation a bond, if required by the Board of Directors, in a sum, and
with one or more sureties, satisfactory to the Board of Directors, for the
faithful performance of the duties of the office and for the restoration to the
Corporation in case of death, resignation, retirement or removal from office of
all corporate books, papers, vouchers, moneys, and other properties of whatever
kind in his or her possession or under his or her control.
SECTION 8. Subordinate Officers.
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The subordinate officers shall consist of such assistant officers and
agents as may be deemed desirable and as may be elected by a majority of the
members of the Board of Directors. Each such subordinate officer shall hold
office for such period, have such authority and perform such duties as the Board
of Directors may prescribe.
SECTION 9. Appointed Vice Presidents.
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The Chief Executive Officer may from time to time appoint one or more Vice
Presidents with such administrative powers and duties as may be designated or
approved by the Chief Executive Officer. An appointed Vice President shall not
be a corporate officer and may be removed by the Chief Executive Officer.
SECTION 10. Officers Holding Two or More Offices.
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Any two or more of the above named offices, except those of Chairman and
Vice Chairman of the Board and those of President and Vice President, may be
held by the same person, but no officer shall execute, acknowledge or verify any
instrument in more than one capacity, if the instrument is required by statute,
by charter, by these Bylaws, or by resolution of the Board of Directors to be
executed, acknowledged, or verified by two or more officers.
SECTION 11. Compensation.
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The Board of Directors shall have power to fix the compensation of all
officers of the Corporation. It may authorize any officer upon whom the power of
appointing subordinate officers may have been conferred to fix the compensation
of the subordinate officers.
SECTION 12. Removal.
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Any officer of the Corporation may be removed, with or without cause, by a
vote of a majority of the entire Board of Directors, and any officer of the
Corporation appointed by another officer may also be removed, with or without
cause, by the appointing officer, by the Executive Committee, or by the Board of
Directors.
SECTION 13. Vacancies.
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A vacancy in any office because of death, resignation, removal, or any
other cause shall be filled for the unexpired portion of the term by election of
the Board of Directors at any regular or special meeting.
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ARTICLE V
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Stock
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SECTION 1. Certificates.
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Each stockholder shall be entitled to a certificate or certificates which
shall represent and certify the number and kind of shares of the Corporation's
stock owned by the stockholder for which full payment has been made, or for
which payment is being made by installments in conjunction with a
stockholder-approved option plan. Each stock certificate shall be signed by the
Chairman, the President or a Vice President and countersigned by the Secretary
or Treasurer or Assistant Treasurer of the Corporation. A stock certificate
shall be deemed to be so signed and sealed whether the required signatures are
manual or facsimile signatures and whether the seal is a facsimile seal or any
other form of seal. In case any officer of the Corporation who has signed a
stock certificate ceases to be an officer of the Corporation, whether because of
death, resignation or otherwise, before the stock certificate is issued, the
certificate may nevertheless be issued and delivered by the Corporation as if
the officer had not ceased to be such officer on the date of issue.
SECTION 2. Transfer of Shares.
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Shares of stock shall be transferable only on the books of the Corporation
by the holder thereof, in person or by duly authorized agent, upon the surrender
of the stock certificate representing the shares to be transferred, properly
endorsed. The Board of Directors shall have power and authority to make other
rules and regulations concerning the issue, transfer and registration of stock
certificates as it may deem expedient.
SECTION 3. Transfer Agents and Registrars.
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The Corporation may have one or more transfer agents and one or more
registrars of its stock, whose respective duties the Board of Directors may,
from time to time, define. No stock certificate shall be valid until
countersigned by a transfer agent, if the Corporation has a transfer agent in
respect of that class or series of capital stock, or until registered by a
registrar, if the Corporation has a registrar in respect of that class or series
of capital stock. The duties of transfer agent and registrar may be combined.
SECTION 4. New Certificates.
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In case any stock certificate is alleged to have been lost, stolen,
mutilated, or destroyed, the Board of Directors may authorize the issue of a new
certificate in place thereof upon such terms and conditions as it may deem
advisable. The Board of Directors may, in its discretion, further require the
owner of the stock certificate or the owner's duly authorized agent to give bond
with sufficient surety to the Corporation to indemnify it against any loss or
claim which may arise by reason of the issue of a stock certificate in the place
of one reportedly lost, stolen, or destroyed.
SECTION 5. Record Dates.
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The Board of Directors may fix, in advance, a date as the record date for
the purpose of determining those stockholders who shall be entitled to notice
of, or to vote at, any meeting of stockholders, or for the purpose of
determining those stockholders who shall be entitled to receive payment of any
dividend or the allotment of any rights, or for the purpose of making any other
proper determination with respect to stockholders. The date shall be not more
than 90 days, and in the case of a meeting of stockholders, not less than 20
days, prior to the date on which the particular action, requiring such
determination of stockholders, is to be taken. In lieu of fixing a record date,
the Board of Directors may provide that the stock transfer books shall be closed
for a stated period, not to exceed in any case 20 days. When the stock transfer
books are closed for the purpose of determining stockholders entitled to notice
of or to vote at a meeting of stockholders, the closing of the transfer books
shall be at least 10 days before the date of the meeting.
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SECTION 6. Annual Report.
-------------
The President of the Corporation shall annually prepare a full and correct
statement of the affairs of the Corporation, including a balance sheet and a
financial statement of operations for the preceding fiscal year. These
statements shall be sent to the extent possible to each beneficial owner of the
stock of the Corporation prior to or with the proxy statement and notice to
stockholders of the annual meeting of stockholders. It will be submitted at the
annual meeting, and within 20 days thereafter be placed on file at the
Corporation's principal offices in Maryland.
ARTICLE VI
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Dividends and Finance
---------------------
SECTION 1. Dividends.
---------
Subject to any statutory or charter conditions and limitations, the Board
of Directors may in its discretion declare what, if any, dividends shall be paid
from the surplus or from the net profits of the Corporation, the date when the
dividends shall be payable, and the date for the determination of holders of
record to whom the dividends shall be paid.
SECTION 2. Depositories.
------------
The Board of Directors from time to time shall designate one or more banks
or trust companies as depositories of the Corporation and shall designate those
officers and agents who shall have authority to deposit corporate funds in such
depositories. It shall also designate those officers and agents who shall have
authority to withdraw from time to time any or all of the funds of the
Corporation so deposited upon checks, drafts, or orders for the payment of
money, notes and other evidences of indebtedness, drawn against the account and
issued in the name of the Corporation. The signatures of the officers or agents
may be made manually or by facsimile. No check or order for the payment of money
shall be invalidated because a person whose signature appears thereon has ceased
to be an officer or agent of the Corporation prior to the time of payment of the
check or order by any depository.
SECTION 3. Corporate Obligations.
---------------------
No loans shall be contracted on behalf of the Corporation and no evidences
of indebtedness or guaranties of the obligations of others shall be issued in
the name of the Corporation unless authorized by a resolution of the Board of
Directors. Such authority may be either general or specific. When duly
authorized, all loans, promissory notes, acceptances, other evidences of
indebtedness and guaranties shall be signed by the President, a Vice President,
the Treasurer, or an Assistant Treasurer.
SECTION 4. Fiscal Year.
-----------
The fiscal year of the Corporation shall begin on the first day of January
and end on the last day of December of each year.
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ARTICLE VII
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Books and Records
-----------------
SECTION 1. Books and Records.
-----------------
The Corporation shall maintain a stock ledger which shall contain the name
and address of each stockholder and the number of shares of stock of the
Corporation which the stockholder holds. The ledger shall be kept at the
principal offices of the Corporation in Towson, Baltimore County, Maryland, or
at the offices of the Corporation's stock transfer agent. All other books,
accounts, and records of the Corporation, including the original or a certified
copy of these Bylaws, the minutes of all stockholders meetings, a copy of the
annual statement, and any voting trust agreements on file with the Corporation,
shall be kept and maintained by the Secretary at the principal offices of the
Corporation in Towson.
SECTION 2. Inspection Rights.
-----------------
Except as otherwise provided by statute or by charter, the Board of
Directors shall determine whether and to what extent the books, accounts, and
records of the Corporation, or any of them, shall be open to the inspection of
stockholders. No stockholder shall have any right to inspect any book, account,
document or record of the Corporation except as conferred by statute, by
charter, or by resolution of the stockholders or the Board of Directors.
ARTICLE VIII
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Seal
----
SECTION 1. Seal.
----
The seal of the Corporation shall consist of a circular impression bearing
the name of the Corporation and the word "Maryland" around the rim and in the
center the word "Incorporated" and the year "1910."
ARTICLE IX
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Indemnification
---------------
SECTION 1. Indemnification.
---------------
The Corporation to the full extent permitted by, and in the manner
permissible under, the laws of the State of Maryland and other applicable laws
and regulations may indemnify any person who is or was an employee or agent of
the Corporation or who is or was serving at the request of the Corporation as an
employee or agent of another corporation or entity and shall indemnify any
person who is or was serving as an officer or director of the Corporation or at
the request of the Corporation as an officer or director of another corporation
or entity, who by reason of his or her position was, is, or is threatened to be
made a party to an action or proceeding, whether civil, criminal,
administrative, or investigative, against any and all expenses (including, but
not limited to, attorneys' fees, judgments, fines, penalties and amounts paid in
settlement) actually incurred by the director, officer, employee or agent in
connection with the proceeding. Repeal or modification of this Section or the
relevant law shall not affect adversely any rights or obligations then existing
with respect to any state of facts then or theretofore existing or any action,
suit, or proceeding theretofore or thereafter brought or threatened based in
whole or in part upon any such state of facts.
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ARTICLE X
---------
Amendments
----------
SECTION 1. Amendment of Bylaws.
-------------------
These Bylaws may be amended at any meeting of the stockholders by a
majority of all the votes cast, provided the text of the amendment is submitted
with the notice of the meeting. The Board of Directors may also amend these
Bylaws by a vote of a majority of the directors present at a meeting, provided
that the Board of Directors shall not consider or act on any amendment to these
Bylaws that, directly or indirectly, modifies the meaning or effect of any
amendment to these Bylaws adopted by the stockholders within the preceding
12-month period, or any amendment to these Bylaws that, directly or indirectly,
contains substantially similar provisions to those of an amendment rejected by
the stockholders within the preceding 12-month period.
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