EXHIBIT 3
CROWN CENTRAL PETROLEUM CORPORATION
BYLAWS
Adopted February 29, 1996
Amended July 30, 1998
Table of Contents
ARTICLE I
STOCKHOLDERS
Section I.1 Meetings of Stockholders 1
Section I.2 Annual Meeting 1
Section I.3 Special Meeting Called by Corporation 2
Section I.4 Special Meeting Called by Stockholders 2
Section I.5 Record Date 3
Section I.6 Quorum 3
Section I.7 Proxies 4
Section I.8 Ballot Vote 4
Section I.9 Inspection of Books 4
ARTICLE II
STOCK AND DIVIDENDS
Section II.1 Certificates of Stock 4
Section II.2 Transfers of Stock 4
Section II.3 Registered Stockholders 4
Section II.4 Lost Certificates 4
Section II.5 Dividends 5
Section II.6 Stock Not Subject to the Control Share Act 5
ARTICLE III
DIRECTORS
Section III.1 Board of Directors 5
Section III.2 Number of Directors 5
Section III.3 Eligibility; Nomination Procedures 5
Section III.4 Vacancies 6
Section III.5 Place and Time of Meeting 6
Section III.6 Annual Meeting 6
Section III.7 Calling of Meeting 6
Section III.8 Notice of Meeting. 7
Section III.9 Quorum 7
Section III.10 Compensation of Directors 7
ARTICLE IV
EXECUTIVE AND OTHER COMMITTEES
Section IV.1 Executive Committee 7
Section IV.2 Other Committees 7
Section IV.3 Procedures Applicable to Committees 8
ARTICLE V
OFFICERS
Section V.1 Appointment and Removal of Officers 8
Section V.2 Chairman of the Board 8
Section V.3 Vice Chairman of the Board 9
Section V.4 President 9
Section V.5 Vice Presidents 9
Section V.6 Secretary 9
Section V.7 Treasurer 9
Section V.8 Controller 10
Section V.9 Assistant Officers 10
Section V.10 Vacancies 10
Section V.11 Duties of Officers May Be Delegated 10
ARTICLE VI
INDEMNITY OF DIRECTORS AND OFFICERS
Section VI.1 Indemnity 10
Section VI.2 Advancement of Expenses 11
Section VI.3 Services in Other Capacities 12
Section VI.4 Rights not Exclusive 12
ARTICLE VII
CERTAIN ADMINISTRATIVE MATTERS
Section VII.1 Checks 12
Section VII.2 Fiscal Year 12
Section VII.3 Annual Statements 12
Section VII.4 Amendment to Bylaws 12
Section VII.5 Offices 12
Section VII.6 Seal 12
CROWN CENTRAL PETROLEUM CORPORATION
BYLAWS
ARTICLE I
STOCKHOLDERS
SECTION I.1 MEETINGS OF STOCKHOLDERS All meetings of the stockholders
shall be at the office of the Corporation in Baltimore, Maryland, or at such
other place within the United States as the Board of Directors may designate.
SECTION I.2 ANNUAL MEETING
(a) The annual meeting of stockholders shall be held at two o'clock
p.m. on a business day during the thirty (30) day period commencing on the
fourth Thursday of April. At each annual meeting of stockholders, only such
business shall be conducted as is proper to consider and has been brought before
the meeting (i) pursuant to the Corporation's notice of the meeting, (ii) by or
at the direction of the Board of Directors, or (iii) by a stockholder who is a
stockholder of record of a class of shares entitled to vote on the business such
stockholder is proposing both at the time of the giving of the stockholder's
notice hereinafter described in this Section 1.2 and on the record date for such
annual meeting, and who complies with the notice procedures set forth in this
Section 1.2. Written notice of each annual meeting shall be given to each
stockholder by leaving the same with the stockholder, or at the stockholder's
residence or usual place of business, or by mailing it postage prepaid and
addressed to the stockholder at his or her address as it appears upon the books
of the Corporation, at least ten days prior to the meeting.
(b) In order to bring before an annual meeting of stockholders any
business which may properly be considered, a stockholder who meets the
requirements set forth in the preceding paragraph must give the Corporation
timely written notice which complies with Section 1.2(c) of these bylaws. To be
timely, a stockholder's notice must be given, by certified United States mail,
with postage thereon prepaid and with return receipt requested, addressed to the
Secretary at the principal office of the Corporation. Any such notice must be
received at the Corporation's principal office not less than 120 calendar days
in advance of the anniversary of the date on which the Corporation's proxy
statement was released to its stockholders in connection with the previous
year's annual meeting of stockholders, unless the date of the meeting to which
such notice relates has been changed by more than 30 days from the date
contemplated at the time of the previous year's proxy statement, in which case
any such notice must be received not less than 60 days before the date
established for the meeting.
(c) Each such stockholder's notice shall set forth as to each matter
the stockholder proposes to bring before the annual meeting: (i) the name and
address, as they appear on the Corporation's stock transfer books, of the
stockholder proposing business; (ii) the class and number of shares of stock of
the Corporation beneficially owned by such stockholder; (iii) a representation
that such stockholder is a stockholder of record at the time of the giving of
the notice and intends to appear in person or by proxy at the meeting to present
the business specified in the notice; (iv) a brief description of the business
desired to be brought before the meeting, including the complete text of any
resolutions to be presented and the reasons for wanting to conduct such
business; and (v) any interest which the stockholder may have in such business.
(d) The Secretary or Assistant Secretary shall deliver each
stockholder's notice that has been timely received to the Chairman and to the
President for review.
(e) Notwithstanding the foregoing provisions of this Section 1.2, a
stockholder seeking to have a proposal included in the Corporation's proxy
statement for an annual meeting of stockholders shall comply with the
requirements of Regulation 14A under the Securities Exchange Act of 1934, as
amended from time to time, or with any successor regulation.
SECTION I.3 SPECIAL MEETING CALLED BY CORPORATION At any time in the
interval between regular meetings, special meetings of the stockholders may be
called by the Chairman of the Board, the Vice Chairman of the Board, the
President, or by a majority of the Board of Directors, stating the place, day,
and hour of such special meeting, and the business proposed to be transacted
thereat. Such notice shall be given to each stockholder entitled to vote
thereat by leaving the same with the stockholder, or at the stockholder's
residence or usual place of business, or by mailing it postage prepaid and
addressed to the stockholder at his or her address as it appears upon the books
of the Corporation. No business shall be transacted at such meetings except for
the business set forth in the notice.
SECTION I.4 SPECIAL MEETING CALLED BY STOCKHOLDERS
(a) A special meeting may also be called by stockholders entitled to
cast twenty-five percent (25%) of all votes entitled to be cast at the meeting,
upon the request in writing signed by such stockholders and delivered to the
Chairman of the Board, the Vice Chairman of the Board, the President, or the
Secretary. Such request shall set forth: (i) the names and addresses, as they
appear on the Corporation's stock transfer books, of the stockholders making the
request; (ii) the class and number of shares of stock of the Corporation
beneficially owned by such stockholders; (iii) a representation that such
stockholders are stockholders of record at the record date for determining
whether the requisite number of stockholders have signed and delivered the
written request demanding a special meeting of stockholders and a representation
as to the date on which the first such stockholder signed such request; (iv) a
representation that each such stockholder intends to appear in person or by
proxy at the meeting to present the business specified in the notice; (v) as to
each matter or business the requesting stockholders propose to bring before the
special meeting, a brief description of the matter or business including the
complete text of any resolutions to be presented and the reasons for wanting to
conduct such business; and (iv) any interest which any of the requesting
stockholders may have in such business.
(b) The record date for determining whether the requisite number of
stockholders have signed and delivered the written request demanding a special
meeting of stockholders is the date the first such stockholder signs such
request.
(c) A special meeting may not be called to consider any matter which
is substantially the same as a matter voted on at any special meeting of the
stockholders held during the preceding twelve (12) months, unless the meeting is
requested by stockholders entitled to cast a majority of all of the votes
entitled to be cast at the meeting. The twelve month period shall be determined
from the date of the previous special meeting to the date of the stockholder
request.
(d) The Secretary or Assistant Secretary shall inform the
stockholders who make the request of the reasonably estimated cost of preparing
and mailing a notice of the meeting, and only upon payment of these costs to the
Corporation, notify each stockholder entitled to notice of the meeting. If the
officer of the Corporation to whom such request in writing shall have been
delivered pursuant to Section 1.4(a) shall fail to issue a call for such meeting
within ten (10) business days after payment to the Corporation of the reasonably
estimated cost of preparing and mailing a notice of the meeting, then the
stockholders who made the request may do so by giving fifteen (15) business
days' notice of the time, place and object of the meeting by advertisement
inserted in a daily newspaper of general circulation in the City of Baltimore,
Maryland.
(e) Only business within the purpose or purposes described in the
notice for a special meeting of stockholders may be conducted at the meeting.
SECTION I.5 RECORD DATE
(a) The Board of Directors shall fix, in advance, a record date to
make a determination of stockholders for an annual meeting, or for any special
meeting, such date to be not more than ninety (90) nor less than ten (10) days
before the meeting or action requiring a determination of stockholders. If no
such record date is set the record date shall be the close of business on the
day before the date on which the first notice is given.
(b) When a determination of stockholders entitled to notice of or to
vote at any meeting of stockholders has been made, such determination shall be
effective for any adjournment of the meeting unless the Board of Directors fixes
a new record date, which it shall do if the meeting is adjourned to a date more
than ninety (90) days after the date fixed for the original meeting.
SECTION I.6 QUORUM. The presence in person or by proxy of stockholders
entitled to cast a majority of all votes entitled to be cast at the meeting
shall be requisite and shall constitute a quorum for the transaction of business
at all meetings of the stockholders except as otherwise provided by law or by
the charter. If at any annual or special meeting of stockholders a quorum shall
fail to attend, a majority in interest attending in person or by proxy shall
have power to adjourn the meeting from time to time without notice other than
announcement at the meeting until the requisite amount of voting stock shall be
present. At any such adjourned meeting, at which the requisite amount of voting
stock shall be present in person or by proxy, any business may be transacted
which might have been transacted at the meeting originally called, had the same
been held at the time so called.
SECTION I.7 PROXIES. At any meeting stockholders may vote either in
person or by proxy. Such proxy shall be in writing and dated, but no proxy which
is dated more than three (3) months before the meeting at which it is offered
shall be accepted unless such proxy shall, on its face, name a longer period for
which it is to remain in force.
SECTION I.8 VOTE BY BALLOT The vote for Directors, and, upon demand of
any stockholder, the vote upon any question before the meeting, shall be by
ballot.
SECTION I.9 INSPECTION OF BOOKS Except as otherwise provided by statute
the Board of Directors shall determine from time to time whether, and if
allowed, when and under what conditions and regulations the accounts and books
of the Corporation or any of them shall be open to inspection of the
stockholders, and the stockholders' rights in this respect are and shall be
restricted and limited accordingly.
ARTICLE II
STOCK AND DIVIDENDS
SECTION II.1 CERTIFICATES OF STOCK Each stockholder shall be entitled to
a certificate of stock of the Corporation which shall be signed by the Chairman
of the Board, President or a Vice President and by the Secretary or an Assistant
Secretary, or the Treasurer or an Assistant Treasurer of the Corporation, and
sealed with its seal; which shall exhibit the holder's name and certify the
number of shares owned by the stockholder. A certificate shall be deemed to be
so signed and sealed whether the signatures be manual or facsimile signatures
and whether the seal be a facsimile seal or any other form of seal. Each
certificate shall be counter-signed by the transfer agent and registered by the
Registrar duly appointed by the Board of Directors of the Corporation, the Board
of Directors being hereby given the power and authority to appoint one or more
Transfer Agents and one or more Registrars.
SECTION II.2 TRANSFERS OF STOCK Transfers of stock shall be made on the
books of the Corporation only by the person named in the certificate, or by his
or her attorney, lawfully constituted in writing, upon surrender and
cancellation of certificates for a like number of share.
SECTION II.3 REGISTERED STOCKHOLDERS The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends and to vote as such owner, and for any
other purpose, and shall not be bound to recognize any equitable or other claim
to or interest in such shares on the part of any other person, whether or not it
shall have express or other notice thereof, save as expressly provided for by
the laws of Maryland.
SECTION II.4 LOST CERTIFICATES Any person claiming a certificate of
stock to be lost, stolen, destroyed, or mutilated shall make an affidavit or
affirmation to that fact and advertise the same in such manner as the Board of
Directors may require, and shall, if the Directors so require, give the
Corporation a bond of indemnity in form and with one or more sureties
satisfactory to the Board in at least double the value of the stock represented
by said certificate, whereupon a new certificate may be issued of the same tenor
and for the same number of shares as the one alleged to be lost, stolen,
destroyed or mutilated.
SECTION II.5 DIVIDENDS Dividends upon the capital stock of the
Corporation when earned may be declared by the Board of Directors at any regular
or special meeting. The Board of Directors shall have power from time to time
to fix and determine and to vary the amount of working capital of the
Corporation, and to direct and determine the use and disposition of any surplus
or net profits; and the amount of the surplus and the net profits of the
Corporation to be reserved before the payment of any dividend shall rest wholly
in the discretion of the Board of Directors.
SECTION II.6 STOCK NOT SUBJECT TO THE CONTROL SHARE ACT. Any stock of
the Corporation acquired by any of the following (each a "Rosenberg
Stockholder"):
(a) the lineal descendants of Ruth Blaustein Rosenberg;
(b) their respective spouses or children, including stepchildren and
adopted children;
(c) any trust for the benefit of any of the foregoing individuals;
(d) any fiduciary acting for the benefit of any of the foregoing
individuals in the
event of their incompetence or acting for their estate in the
event of their death; or
(e) any corporation, partnership or unincorporated association or
other entity or
affiliate controlled by any of the foregoing individuals, trusts
or fiduciaries;
shall not be subject to the Control Shares Act of the Maryland
General
Corporation Law, Section 3-701-709 of the Corporations and
Associations
Article of the Annotated Code of Maryland (the "Control Shares
Act"),
and in the event of the disposition by any Rosenberg Stockholder
of any
stock of this Corporation to a person, corporation, partnership,
unincorporated association or other entity that is not a
Rosenberg
Stockholder (a "Non-Rosenberg Purchaser") that acquisition of
stock of
this Corporation by the Non-Rosenberg Purchaser shall not be
subject
to the Control Shares Act.
ARTICLE III
DIRECTORS
SECTION III.1 BOARD OF DIRECTORS The business and affairs of this
Corporation shall be managed under the direction of the Board of Directors, and
all of the powers of the Corporation, except such as are by law, or by the
charter, or by these bylaws conferred upon or reserved to the stockholders may
be exercised by the Board of Directors.
SECTION III.2 NUMBER OF DIRECTORS The Board of Directors shall consist of
ten (10) persons which number from time to time may be increased to not greater
than twenty or decreased to not less than three by vote of a majority of the
entire Board of Directors. Each Director shall hold office until his or her
death, resignation, or removal or until his or her successor is elected and
qualified.
SECTION III.3 ELIGIBILITY; NOMINATION PROCEDURES
(a) No person shall be eligible for election as a Director at a
meeting of stockholders unless nominated (i) by the Board of Directors or (ii)
by a stockholder who is a stockholder of record of a class of shares entitled to
vote for the election of Directors, both at the time of the giving of the
stockholder's notice described in this Section 3.3 and on the record date for
the meeting at which Directors will be elected, and who complies with the notice
procedures set forth in this Section 3.3.
(b) In order to nominate any persons, a stockholder who meets the
requirements set forth in the preceding paragraph must give the Corporation
timely written notice. To be timely, a stockholder's notice must be given
either by personal delivery to the Secretary at the principal office of the
Corporation or by first class United States mail, with postage thereon prepaid,
addressed to the Secretary at the principal office of the Corporation. Any such
notice must be received, in the case of an annual meeting of stockholders, on or
after January 1st and before February 1st of the year in which the meeting will
be held if the meeting is to be an annual meeting held within the period
specified for the annual meeting by Section 1.2, unless the annual meeting has
not been held within such period, in which case any such notice must be received
not less than sixty (60) days before the date established for the annual
meeting. In the case of a special meeting of stockholders, any such notice must
be received not later than the close of business on the tenth (10th) day
following the day on which notice of the special meeting of stockholders called
for the purpose of electing Directors is first given to stockholders.
(c) Each such stockholder's notice shall set forth the following:
(i) as to the stockholder giving the notice, (1) the name and address of such
stockholder as they appear on the Corporation's stock transfer books, (2) the
class and number of shares of stock of the Corporation beneficially owned by
such stockholder, (3) a representation that such stockholder is a stockholder of
record at the time of giving the notice and intends to appear in person or by
proxy at the meeting to nominate the person or persons specified in the notice,
and (4) a description of all arrangements or understandings, if any, between
such stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made; and (ii) as to each person whom the stockholder wishes to nominate for
election as a Director, (1) the name, age, business address and residence
address of such person, (2) the principal occupation or employment of such
person, (3) the class and number of shares of stock of the Corporation which are
beneficially owned by such person, and (4) all other information that is
required to be disclosed about nominees for election as Directors in
solicitations of proxies for the election of Directors under the rules and
regulations of the Securities and Exchange Commission. In addition, each such
notice shall be accompanied by the written consent of each proposed nominee to
serve as a Director if elected and such consent shall contain a statement from
the proposed nominee to the effect that the information about the nominee
contained in the notice is correct.
SECTION III.4 VACANCIES Whenever there is a vacancy on the Board of
Directors (other than a vacancy resulting from the removal of a Director by vote
of the stockholders which vacancy is immediately thereafter filled by the
stockholders), then the vacancy shall be filled by a majority of the remaining
Directors elected by the stockholders of the class or series entitled to fill
such vacancy or by the sole remaining Director elected by that class or series
if there is only one such Director.
SECTION III.5 PLACE AND TIME OF MEETING Meetings of the Board of
Directors may be held within, or without the State of Maryland, as the Board may
from time to time determine. The time and place of meetings may be fixed by the
party or parties making the call.
SECTION III.6 ANNUAL MEETING The Board of Directors shall meet for the
purpose of organization and the transaction of other business immediately
following the annual meeting of stockholders at which the Board was elected.
Such meeting shall be held at the principal office of the Corporation in the
State of Maryland, or at such other place within the United States as the Board
of Directors may have designated for the immediately preceding annual meeting of
stockholders, or as may be designated by the consent in writing of all of the
Directors. No notice of such meeting shall be necessary.
SECTION III.7 CALLING OF MEETING Meetings of the Board of Directors may
be called by the Chairman of the Board, the Vice Chairman of the Board, the
President, or a majority of the Board. At least twenty-four (24) hours' notice
shall be given of all meetings of the Board; with the consent of the majority of
the Directors, a shorter notice may be given.
SECTION III.8 NOTICE OF MEETING. Notices of all meetings of Directors may
be left at their usual places of business, or may be sent by mail or electronic
means, and such notices by mail or electronic means shall be deemed to have been
given when sent or mailed at Baltimore.
SECTION III.9 QUORUM At all meetings of the Board, a majority of the
entire Board of Directors shall be necessary and sufficient to constitute a
quorum for the transaction of business, except that a lesser number may adjourn
any meeting from time to time.
SECTION III.10 COMPENSATION OF DIRECTORS
(a) By resolution of the Board all Directors, other than salaried
officers of the Corporation or a subsidiary of the Corporation, may be allowed a
fixed sum and expenses of attendance, if any, for attendance at each meeting of
the Board and in addition may be allowed for their services as Directors such
annual or other compensation as may be fixed by resolution of the Board from
time to time. The preceding provisions shall not be construed to preclude any
Directors, including salaried officers, from serving the Corporation in any
other capacity, including service as a member of a standing or special
committee, and receiving compensation therefor or to preclude reimbursement of
salaried officers who are Directors for expenses of attendance at meetings of
the Board.
(b) For their services as members of special and standing committees,
Directors may be allowed such annual or other compensation as may be fixed by
resolution of the Board of Directors from time to time.
ARTICLE IV
EXECUTIVE AND OTHER COMMITTEES
SECTION IV.1 EXECUTIVE COMMITTEE There may be an executive committee of
three or more Directors designated by resolution passed by a majority of the
whole Board. Said committee may meet at stated times, or on notice to all by
any of their own number. During the intervals between meetings of the Board,
such committee shall advise with and aid the officers of the Corporation in all
matters concerning its interests and the management of its business, and
generally perform such duties and exercise such powers as may be directed or
delegated by the Board of Directors from time to time. To such Committee may be
delegated any or all of the powers of the Board of Directors in the management
of the business and affairs of the Corporation while the Board is not in
session, excepting such powers as the Board of Directors by statute may not
delegate.
SECTION IV.2 OTHER COMMITTEES There may be such other standing and
special committees as may be established from time to time by resolution passed
by a majority of the whole Board of Directors. Such committees shall be
composed of such Directors as may be designated by the Board of Directors and
shall perform such duties and exercise such powers as may be directed by the
Board of Directors.
SECTION IV.3 PROCEDURES APPLICABLE TO COMMITTEES The provisions of these
bylaws which govern meetings, notice and waiver of notice, and quorum and voting
requirements of the Board shall apply to committees of Directors and their
members as well. Vacancies in the membership of any committee shall be filled
by the Board of Directors at any meeting thereof. In the absence of a member or
members of a committee, the members thereof present at any meeting (whether or
not they constitute a quorum) may appoint a member or members of the Board of
Directors to act in the place or places of such absent member or members.
Committees shall keep regular minutes of their proceedings, and report the same
to the Board when required.
ARTICLE V
OFFICERS
SECTION V.1 APPOINTMENT AND REMOVAL OF OFFICERS
(a) The officers of the Corporation shall be chosen by the Board of
Directors at its first meeting after each annual meeting of stockholders; and
shall consist of a Chairman of the Board of Directors, a President, one or more
Vice Presidents, a Secretary, a Treasurer, a Controller, an Assistant Secretary,
an Assistant Treasurer, and whenever deemed advisable by the Board of Directors,
a Vice Chairman of the Board and one or more additional Vice Presidents
(including, without limitation, one or more Executive, Group, and Senior Vice
Presidents), Assistant Vice Presidents, Assistant Secretaries, or Assistant
Treasurers. Any two of the offices hereinbefore mentioned except those of
President and Vice President, may be held by the same person.
(b) The Board may appoint such other officers and agents as it shall
deem necessary, who shall hold their offices for such terms, and shall exercise
such powers and perform such duties as shall be determined from time to time by
the Board. The salaries of all officers of the Corporation shall be fixed by
the Board of Directors or by any committee or superior officer upon whom such
power may be conferred from time to time by the Board of Directors.
(c) The officers of the Corporation shall hold office until their
successors are chosen and qualified.
(d) Any officer or employee of the Corporation may be removed at any
time with or without cause, by the affirmative vote of a majority of the whole
Board of Directors, or by any committee or superior officer upon whom such power
of removal may be conferred by the Board of Directors, and such action shall be
conclusive on the officer or employee so removed.
SECTION V.2 CHAIRMAN OF THE BOARD The Chairman of the Board shall be
the chief executive officer of the Corporation. The Chairman of the Board shall
preside at all meetings of the stockholders and Directors and shall exercise,
subject to control of the Board of Directors, such general supervision over the
affairs of the Corporation and its employees as may be appropriate to carry out
the policies of the Corporation. The Chairman of the Board shall have such
other functions as may be determined by the Board of Directors.
SECTION V.3 VICE CHAIRMAN OF THE BOARD The Vice Chairman of the Board,
if elected, shall be the chief administrative officer of the Corporation, and,
subject to control of the Board of Directors and the general supervision of the
Chairman of the Board, shall, in cooperation with the President, be responsible
for the administration of the Corporation's activities. The Vice Chairman of
the Board shall preside at all meetings of the stockholders and Directors at
which the Chairman of the Board is not present. The Vice Chairman of the Board
shall have such other functions as may be determined by the Board of Directors.
SECTION V.4 PRESIDENT The President shall be the chief operating
officer of the Corporation and, subject to control of the Board of Directors and
the general supervision of the Chairman of the Board, shall have general and
active management of the Corporation's operations. The President shall have all
of the powers and perform all of the duties of the Chairman of the Board in case
of his or her absence or inability to act, or if a Chairman of the Board has not
been elected, other than presiding at meetings of the stockholders and Directors
at which the Vice Chairman of the Board, if elected, shall preside. The
President shall also have all of the powers and perform all of the duties of the
Vice Chairman of the Board in case of his or her absence or inability to act, or
if a Vice Chairman of the Board is not elected, other than such powers and
duties as the Chairman of the Board shall either elect to exercise and perform
or to delegate to another officer. The President shall perform such other
duties as may be determined by the Board of Directors.
SECTION V.5 VICE PRESIDENTS The Vice Presidents shall perform such
duties as the Chairman of the Board, Vice Chairman of the Board, President, or
Board of Directors shall from time to time prescribe. In the order of seniority
prescribed, the most senior Vice President shall, in the absence or inability of
the President to act, perform the duties and exercise the powers of the
President. The order of seniority of Vice Presidents shall be prescribed from
time to time by the Board of Directors or, in the absence of prescription by the
Board of Directors, by the Chairman of the Board.
SECTION V.6 SECRETARY The Secretary shall attend all sessions of the
Board and all meetings of the stockholders and record all votes and the minutes
of all proceedings in a book to be kept for that purpose; and shall perform like
duties for the standing committees when required. The Secretary shall give, or
cause to be given, notice of all meetings of the stockholders and of the Board
of Directors; shall have custody of the seal of the Corporation and whenever
authorized by the Board shall affix the seal to any instrument requiring the
same; and shall perform such other duties and have custody of such other books
and papers as may from time to time be prescribed by the Board of Directors, the
Chairman of the Board, the Vice Chairman of the Board, or the President.
SECTION V.7 TREASURER The Treasurer shall be the chief financial
officer of the Corporation, unless the Board of Directors shall designate a Vice
President as such officer, and have the custody of the corporate funds and
securities and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be authorized
by the Board of Directors. The Treasurer shall disburse the funds of the
Corporation as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the Chairman of the Board, the Vice Chairman
of the Board, the President and the Board of Directors, whenever they may
respectively require it, an account of all his or her transactions as Treasurer
and of the financial condition of the Corporation. The Treasurer shall give the
Corporation a bond if required by the Board of Directors in the sum, and with
one or more sureties satisfactory to the Board, for the faithful performance of
the duties of his or her office, and for the restoration to the Corporation in
case of his or her death, resignation, retirement, or removal from office, of
all books, papers, vouchers, moneys, and other property of whatever kind in his
or her possession or under his or her control belonging to the Corporation. If
a Controller has not been elected, the Treasurer shall also have all of the
powers and perform all of the duties of that office. The Treasurer shall perform
such other duties as the Chairman of the Board, Vice Chairman of the Board,
President, or Board of Directors may from time to time prescribe.
SECTION V.8 CONTROLLER The Controller shall be the chief accounting
officer of the Corporation. The Controller shall see that adequate and correct
records of all assets, liabilities and transactions of the Corporation and its
subsidiaries are maintained; that efficient procedures and systems are installed
and followed; that adequate audits are currently and regularly made; and, in
conjunction with other officers, that measures and procedures are initiated and
followed whereby the business of the Corporation and its subsidiaries shall be
conducted with maximum efficiency and economy. The Controller shall perform
such other duties as may be assigned to him or her from time to time by the
Chairman of the Board, Vice Chairman of the Board, President, or Board of
Directors.
SECTION V.9 ASSISTANT OFFICERS Each Assistant Vice President, each
Assistant Secretary, and each Assistant Treasurer shall have the usual powers
and duties pertaining to his or her office, together with such other powers and
duties as may be assigned to him or her by the Chairman of the Board, Vice
Chairman of the Board, President, or the Board of Directors.
SECTION V.10 VACANCIES If the office of any officer or agent becomes
vacant by reason of death, resignation, retirement, disqualification, removal
from office, or otherwise, the Directors then in office, although less than a
quorum, by a majority vote, may choose a successor or successors, who shall hold
office for the unexpired term in respect of which said vacancy occurred.
SECTION V.11 DUTIES OF OFFICERS MAY BE DELEGATED In case of the absence
of any Officer of the Corporation, or for any other reason that the Board of
Directors may deem sufficient, the Board may delegate, for the time being, the
powers or duties, or any of them of such officer to any other officer, or to any
Director, providing a majority of the entire Board concur therein.
ARTICLE VI
INDEMNITY OF DIRECTORS AND OFFICERS
SECTION VI.1 INDEMNITY Each person who is now, or who shall hereafter
become, a Director, officer, employee or agent of the Corporation, whether or
not serving in one or more of such capacities at the time indemnification is
sought or paid, and who is made a party defendant to any proceeding by reason of
service in any one or more of such capacities shall be indemnified in the manner
and to the maximum extent authorized by law against judgments, penalties, fines,
settlements (approved by the Corporation) and reasonable expenses actually
incurred in connection with such proceeding unless it is proved that the act or
omission of such person was material to the cause of action adjudicated in the
proceeding or, in the case of a settlement, to be adjudicated in the proceeding,
and that (a) such act or omission (i) was committed in bad faith or (ii) was the
result of active and deliberate dishonesty or (b) such person actually received
an improper personal benefit in money, property or services or (c) in the case
of any criminal proceeding, such person had reasonable cause to believe the act
or omission was unlawful. Such indemnification shall not be made unless
authorized for a specific proceeding after a determination in accordance with
Maryland law that the Director, officer, employee or agent has met the standard
of conduct set forth in this paragraph. Additionally, any such person who was
not a Director or officer of the Corporation at the time of the commission of
the act or the omission to act which is a subject of such proceeding may be
indemnified to such further extent, if any, consistent with law, as may be
provided in any contract between the Corporation and such person and may be
indemnified, but shall not be entitled to be indemnified, to such further
extent, if any, consistent with law, as may be authorized, prospectively or
retroactively, by the Board of Directors, the Chairman of the Board, the
President or any other officer to whom such authority is delegated by the Board
of Directors, the Chairman of the Board or the President.
SECTION VI.2 ADVANCEMENT OF EXPENSES Payment or reimbursement in advance
of the final disposition of any proceeding described in Section 6.1 of
reasonable expenses incurred by any such person in defending such proceeding may
be authorized by the Board of Directors or in the case of any such person who is
not a Director, by the Chairman of the Board, the President or any other officer
to whom such authority is delegated by the Board of Directors, the Chairman of
the Board or the President; provided, however, that the Corporation shall have
received:
(a) a written affirmation by such person of such person's good faith
belief that the standard of conduct necessary for indemnification by the
Corporation as authorized by law has been met; and
(b) a written undertaking by or on behalf of such person to repay all
amounts so paid or reimbursed if it shall ultimately be determined that such
standard of conduct has not been met.
Nothing contained in this Section 6.2 shall be construed to require the Cor
poration to pay or reimburse any expenses incurred by any such person prior to
the ultimate disposition of such proceeding or to require the Corporation to pay
or reimburse subsequent to the ultimate disposition of such proceeding any
expenses incurred by any such person, except as provided in Section 6.1.
SECTION VI.3 SERVICES IN OTHER CAPACITIES. Service in the capacity of a
Director, officer, employee or agent of the Corporation shall include service at
the request of the Corporation as a director, officer, partner, trustee,
fiduciary, employee or agent of any other corporation or of any partnership,
joint venture, trust, other enterprise, or employee benefit plan. Any approval
of any settlement may be made by the Board of Directors or, in the case of a
settlement by any such person who is not a Director, by the Chairman of the
Board, the President or any other officer to whom such authority is delegated by
the Board of Directors, the Chairman of the Board or the President. Except
where reimbursement of expenses is ordered by a court, all determinations as to
the reasonableness of any expenses shall be made by the persons authorizing
reimbursement or payment thereof.
SECTION VI.4 RIGHTS NOT EXCLUSIVE The preceding rights to
indemnification shall not be exclusive of and shall be in addition to any other
rights to which such person would be entitled as a matter of law in the absence
of the preceding provisions.
ARTICLE VII
CERTAIN ADMINISTRATIVE MATTERS
SECTION VII.1 CHECKS All checks or demands for money or notes of the
Corporation shall be signed by such officer or officers as the Board of
Directors may from time to time designate.
SECTION VII.2 FISCAL YEAR The fiscal year shall begin the first day of
January of each year.
SECTION VII.3 ANNUAL STATEMENTS The Chairman of the Board or such other
officer or officers of the Corporation as he or she may direct, shall annually
prepare a full and true statement of the affairs of the Corporation, which shall
be submitted at the annual meeting of the stockholders and filed within 20 days
thereafter at the principal office of the Corporation in Baltimore, State of
Maryland.
SECTION VII.4 AMENDMENT TO BYLAWS Any and all provisions of these bylaws
may be altered, amended, or repealed and new bylaws be adopted only by the
stockholders at a duly constituted meeting or by the vote of a majority of the
entire Board of Directors at any meeting of the Board of Directors.
SECTION VII.5 OFFICES The Principal office of the Corporation shall be in
the City of Baltimore, State of Maryland. The Corporation may also have a place
of business in such other places as the Board of Directors may from time to time
appoint or the business of the Corporation may require.
SECTION VII.6 SEAL The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization, and the words, "Corporate Seal,
Maryland."