BY-LAWS
of
THE POTOMAC EDISON COMPANY
ARTICLE 1.
Definitions, etc.
Section 1.1. For all purposes of these By-laws, unless the
context otherwise requires:
(a) "Charter" shall mean the Articles of Incorporation
included as Part SIXTH of the Agreement and Articles of Merger,
dated as of May 31, 1974, among The Potomac Edison Company, The
Potomac Edison Company of Virginia, Monterey Utilities Corporation,
The Potomac Edison Company of West Virginia and The Potomac Edison
Company of Pennsylvania, as from time to time amended by all
amendments thereto, and all other charter documents of The Potomac
Edison Company, a corporation of the State of Maryland and the
Commonwealth of Virginia.
(b) "Board" shall mean the Board of Directors of the
Corporation.
(c) Whenever reference is made to stockholders present at a
meeting, the reference shall include every stockholder present in
person or by proxy appointed by instrument in writing and subscribed
by such stockholder or by his attorney thereunto authorized; and,
whenever reference is made to action by any stockholder at or in
connection with any meeting, the reference shall include action in
person or by such proxy. No proxy shall be valid after 11 months
from its date, unless otherwise provided in the proxy.
(d) "Stock Book" shall mean a book or list containing the
names, alphabetically arranged, of all stockholders of the
Corporation with their mailing addresses and the respective numbers
and classes of shares of stock held by them.
(e) All references to Articles and Sections are to Articles
and Sections of these By-laws; and the words "herein," "hereof,
"hereby" and "hereunder" and other equivalent words, refer to these
By-laws and not to any particular Article, Section or subdivision.
Section 1.2. Except as otherwise expressly provided by law or
in the Charter any action which might be taken at a meeting of
stockholders, the Board, or any committee, may be taken without a
meeting by a written consent setting forth such action, signed by
all persons who would be entitled to vote at the meeting if it were
held and filed with the minutes of proceedings of the stock holders,
the Board or such committee, as the case may be.
ARTICLE 2.
Meetings of Stockholders
Section 2.1. Annual Meeting. The annual meeting of
stockholders for the election of directors and for the transaction
of such other business as may properly come before it shall be held
on the fourth Wednesday in April in each year, but if that be a
legal holiday under the laws of the state where such meeting is to
be held, then on the next succeeding day not a holiday, at such hour
as may be named in the notice of said meeting.
Section 2.2. Special Meetings. A special meeting of
stockholders may be called at any time by the Chairman of the Board,
if there be one, or by the President, and shall be called by the
Secretary when so ordered by a majority of the directors or upon the
written request, stating the purpose of the meeting, of stockholders
holding of record issued and outstanding shares of stock of the
Corporation entitled to not less than twenty-five per cent of all
the votes entitled to be cast at such meeting.
Section 2.3. Place of Meetings. All meetings of stockholders
shall be held at the principal office of the Corporation in Maryland
or at such other place within the United States as may from time to
time be fixed by the Board and specified in the respective notices
of such meetings or any waivers of notice thereof.
Section 2.4. Notice of Meetings. Except as otherwise
provided by law, notice of each meeting shall be in writing and
signed by the President or a Vice President or the Secretary or an
Assistant Secretary and shall state the purpose for which the
meeting is called and the time and place it is to be held. A copy
shall be served either personally or by mail upon each stockholder
entitled to vote at the meeting not less than 10 nor more than 90
days before the meeting. If mailed, it shall be directed, postage
prepaid, to the stockholder at his address as it appears on the
Stock Book. Except as otherwise expressly provided by law, no
publication or advertisement of any notice of any meeting of stock
holders and no notice of any adjourned meeting of stockholders shall
be required.
Section 2.5. Quorum. Except as otherwise provided by law or
by the Charter, at each meeting of stockholders the holders of
record of a majority in number of the issued and outstanding shares
of stock of the Corporation entitled to vote thereat must be present
to constitute a quorum for the transaction of business. Whether or
not there is a quorum at any meeting, the stockholders present and
entitled to cast a majority of the votes thereat, or in the absence
of all the stockholders any officer entitled to preside or act as
secretary at such meeting, may adjourn the meeting from time to
time. At any such adjourned meeting at which a quorum is present,
any business may be transacted which might have been transacted at
the meeting as originally called.
Section 2.6. Organization. At each meeting of stockholders,
the Chairman of the Board, or, in his absence, the President, or, in
his absence, a Vice President designated by the Chairman of the
Board, or, in the absence of such designation, a chairman chosen by
the stockholders present and entitled to cast a majority of the
votes thereat, shall preside. The Secretary of the Corporation or,
in his absence, an Assistant Secretary, or, if none is present, some
other person designated by the chairman of the meeting, shall act as
secretary of the meeting.
Section 2.7. Voting. Except as otherwise provided by law or
by the Charter, at any meeting of stockholders every stockholder
present shall be entitled to 1 vote for each share of stock entitled
to vote thereat standing in his name on the books of the
Corporation.
(a) at the record date fixed as provided in Section 8.3, or
(b) if no such record date shall have been fixed, then 10
days prior to such meeting;
provided, however, that, except where the transfer books of the
Corporation shall have been closed or such a record date shall have
been so fixed, no share of stock of the Corporation which shall have
been transferred on the books of the Corporation within 20 days next
preceding any election of directors shall be voted on at such
election of directors.
Shares of its own stock owned directly or indirectly by the
Corporation shall not be voted at any meeting and shall not be
counted in determining the total number of outstanding shares
entitled to vote at any given time, but shares of its own stock held
by it in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares at any given
time.
Except as otherwise provided by law or by the Charter, all
matters which shall properly come before any meeting of stockholders
shall be decided by the affirmative vote of stockholders present and
entitled to cast a majority of the votes thereat, a quorum being
present. A stock vote upon any question shall be taken upon a
demand therefor by any stockholder present and entitled to vote.
ARTICLE 3.
Board of Directors
Section 3.1. General Powers. The property, affairs and
business of the Corporation, except as otherwise expressly provided
by law or by the Charter, shall be managed by the Board.
Section 3.2. Number, Election and Term of Office. A Board of
Directors shall be elected at the annual meeting of stockholders,
and, subject to Sections 3.8 and 3.9, each director shall hold
office until the next annual meeting of stockholders and until his
successor shall have been elected and qualified, or until his death,
resignation, disqualification or removal. Except as otherwise
provided herein or in the Charter, directors shall be elected by a
majority of the votes of the stockholders entitled to vote at each
meeting of stockholders for the election of a director or directors.
Directors need not be stockholders. The number of directors shall
be not more than fifteen, but the number of directors may be
increased to any number not exceeding fifteen, or may be decreased
to not less than three, by the affirmative vote of a majority of the
whole Board without a vote of the stockholders. The tenure of
office of a director shall not be affected by any decrease in the
number of directors so made by the Board.
Section 3.3. Meetings. The Board shall hold its first
regular meeting, as soon as practicable after the meeting of the
stockholders at which such Board shall have been elected, for the
purpose of organization and the election of officers, and for the
transaction of such other business as may be required by law or by
these By-laws or designated by the Board. In case such meeting is
not held within 30 days after such meeting of stockholders, it may
be called by any director by giving notice in the manner set forth
in Section 3.5.
The Board by resolution may provide for other regular meetings
and may fix the time and place of such meetings.
Special meetings shall be held whenever called by the Chairman
of the Board or by the President or by a majority of the directors.
Section 3.4. Place of Meetings. The Board may hold its
meetings at such place or places, within or without the State of
Maryland, as the Board from time to time may determine or as may be
designated in waivers of notice thereof signed by all the directors.
Section 3.5. Notice of Meeting. Except as provided in
Section 3.3, notice need not be given of the first regular meeting
of the Board. Notice need not be given of any other regular meeting
of the Board if the time and place of such meeting are specified in
a resolution of the Board prior to the meeting and if notice of the
adoption of such resolution is given, in the manner herein provided
for giving notice of meetings, to each director who was absent from
the meeting at which the resolution was adopted. Except as
otherwise required by law, notice of the time and place of each
other meeting of the Board shall be mailed to each director at his
residence or usual place of business or at such other address as he
may have designated in writing to the Secretary, at least 2 days
before the day of the meeting, or shall be sent to him at such
address by telegram or cablegram, or given personally or by
telephone, at least 24 hours before the time for the meeting.
Notice of a meeting of the Board need not state the purpose thereof,
except as otherwise expressly provided by law or by Section l2.l.
Section 3.6. Quorum and Manner of Acting. Except as
otherwise provided in Section 3.l0, at each meeting of the Board a
majority of the total number of directors, but not less than three
directors, shall constitute a quorum for the transaction of
business, and, except as otherwise provided by law or in the Charter
or in Section 3.10, 4.1, 4.5, 4.6, 5.3, or 12.1, the act of a
majority of the directors present at any such meeting at which a
quorum is present shall be the act of the Board. Whether or not
there is a quorum at a meeting, a majority of the directors who are
present may adjourn the meeting from time to time to a day certain.
No notice of an adjourned meeting need be given.
Any action required or permitted to be taken at a meeting of
the Board may be taken without a meeting if the action is taken by
the whole Board and is evidenced by one or more written consents
describing the action taken, signed by all directors on the Board,
and filed with the minutes or corporate records of Board
proceedings. Members of the Board may participate in a regular or
special meeting of the Board by means of conference telephone or
similar communications equipment by which all persons participating
can simultaneously hear each other. Participation in a meeting by
these communications means constitutes presence in person at the
meeting. The directors shall act only as a Board, and the
individual directors shall have no power as such.
Section 3.7. Organization. At each meeting of the Board, the
Chairman of the Board, if there be one, or, in his absence, the
President or, in his absence, a chairman (who shall be a Vice
President, if any is present) chosen by a majority of the directors
present, shall preside. The Secretary of the Corporation or, in his
absence, an Assistant Secretary or, if none is present, some other
person designated by the chairman of the meeting, shall act as
secretary of the meeting.
Section 3.8. Resignations. Any director may resign at any
time by giving written notice to the Chairman of the Board or to the
Secretary of the Corporation or to the Board. A resignation shall
take effect at the time specified therein and, unless otherwise
specified therein, acceptance of such resignation shall not be
necessary to make it effective.
Section 3.9. Removal of Directors. Except as otherwise
provided by law or by the Charter, any director may be removed,
either with or without cause, at any time, by the affirmative vote
of the holders of record of a majority in number of the issued and
outstanding shares of stock of the Corporation entitled to vote for
the election of directors, at a special meeting of the stockholders
called and held for that purpose.
Section 3.10. Vacancies. Except as otherwise provided by law
or by the Charter, (a) any vacancy occurring in the Board for any
cause other than by reason of an increase in the number of
directors, may be filled by a majority of the remaining members of
the Board, although such majority is less than a quorum, (b) any
vacancy occurring by reason of an increase in the number of
directors may be filled by action of a majority of the entire Board,
and (c) any vacancy occurring in the Board for any cause whatsoever
may be filled by the stockholders entitled to vote upon an election
of directors, at the next annual meeting held, or at the meeting of
stockholders at which such vacancy was created, or at a meeting of
stockholders called for the purpose of filling such vacancy. The
directors so appointed or elected shall, subject to Sections 3.8 and
3.9, hold office until the next annual election of directors and
until their successors have been duly elected and qualified.
Section 3.11. Remuneration. Directors shall be entitled to
receive such remuneration as may be fixed from time to time by
resolutions of the Board, in the form of payment of a fixed sum per
month or of fees for attendance at meetings of the Board and
committees thereof, or both. Directors shall also be entitled to be
reimbursed for expenses incurred in attending any meeting or
otherwise in connection with their attention to the affairs of the
Corporation. Nothing herein shall preclude any director from serving
in any other capacity or receiving compensation for such service.
ARTICLE 4.
Executive and Other Committees
Section 4.1. General Powers and Membership. The Board, by
resolution adopted by a majority of the whole Board, may elect from
its members, an Executive Committee and one or more other
committees, each consisting of not less than 3 and not more than 5
members. Unless otherwise expressly provided by law or by the
Charter or by resolution of the Board, the Executive Committee shall
have all the powers of the Board (except the power to appoint or
remove a member of the Executive Committee or other committee, to
fill vacancies in the Board, to remove an officer appointed by the
Board, to alter, amend or repeal these By-laws, to declare
dividends, to issue stock or to recommend to stock holders any
action requiring stockholders' approval) when the Board is not in
session, and each other committee shall have such powers as the
Board shall confer. In the absence of any member of any such
committee, the members thereof present at any meeting, whether or
not they constitute a quorum, may appoint a member of the Board to
act in the place of such absent member. In so far as the rights of
third parties shall not be affected thereby, all action by any
committee shall be subject to revision and alteration by the Board.
Section 4.2. Organization. Unless otherwise provided by
resolution of the Board, a chairman chosen by each committee shall
preside, and the Secretary of the Corporation shall act as
secretary, at all meetings of each committee thereof. In the
absence of the Secretary, the chairman of the meeting shall
designate an Assistant Secretary, or, if none is present, some other
person, to act as secretary of the meeting.
Section 4.3. Meetings. Each committee may determine the time
and place, and the method of calling, its meetings and the conduct
of its proceedings. Any action required or permitted to be taken at
a meeting of the members of the Executive or any other committee may
be taken without a meeting if the action is taken by the whole
committee and is evidenced by one or more written consents
describing the action taken, signed by all members of the committee,
and filed with the minutes or corporate records of committee
proceedings. Members of any committee may participate in a regular
or special meeting of such committee by means of conference
telephone or similar communications equipment by which all persons
participating can simultaneously hear each other. Participation in
a meeting by these communications means constitutes presence in
person at the meeting.
Section 4.4. Quorum and Manner of Acting. Except as
otherwise provided in Section 4.1, a majority of the members at any
meeting of a committee shall constitute a quorum for the transaction
of business, and the act of a majority of the members present at any
such meeting at which a quorum is present shall be the act of such
committee. The committees shall keep minutes of their proceedings
and shall report the same to the Board at the meeting of the Board
next ensuing. The members of each committee shall act only as a
committee, and the individual members shall have no power as such.
Section 4.5. Removal. Any member of any committee may be
removed, either with or without cause, at any time, by resolution
adopted by a majority of the whole Board.
Section 4.6. Vacancies. Any vacancy in any committee shall
be filled in the manner prescribed for the regular election of the
members of that committee.
ARTICLE 5.
Officers
Section 5.1. Election, Term of Office and Qualifications.
The Board shall elect annually from its membership a Chairman of the
Board. It shall also elect annually a President, a Controller, a
Secretary and a Treasurer, and may elect one or more Vice Presidents
(including an Executive Vice President) and any other officers whose
appointment shall not be delegated as provided in Section 5.2. Each
officer shall, subject to Sections 5.3 and 5.4, hold office until
the next annual election and until his successor is chosen and
qualified. One person may hold any two or more offices, except
those of President and Vice President. No instrument shall be
executed, acknowledged or verified by the same individual in more
than one such capacity if such instrument is required by law, the
Charter, or these By-laws to be executed, acknowledged or verified
by two or more officers. The executive officers of the Corporation
shall be the Chairman of the Board, the President, the Vice
Presidents, the Controller, the Secretary and the Treasurer.
Section 5.2. Other Officers. The Board may authorize any
executive officer or committee to appoint such other officers or
agents as the Board or the appointing officer or committee may deem
advisable, including one or more Assistant Treasurers and one or
more Assistant Secretaries, each of whom shall hold office for such
period, have such powers and perform such duties as are provided
herein or as the Board or his appointing officer or committee may
from time to time determine. Any such officer, if required by the
Board or by his appointing officer or committee, shall give bond for
the faithful discharge of his duty in such sum and with such surety
as the Board or his appointing officer or committee shall require.
Section 5.3. Removal. Any officer may be removed, either
with or without cause, at any time, by resolution adopted by a
majority of the whole Board or by the officer or committee by whom
he shall have been appointed, or by any officer or committee upon
whom the power of removal has been conferred by resolution adopted
by a majority of the whole Board.
Section 5.4. Resignations. Any officer may resign at any
time by giving written notice to the President or to the Secretary
or to the Board. A resignation shall take effect at the time
specified therein and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it
effective.
Section 5.5. Vacancies. A vacancy in any office may be
filled in the manner prescribed for regular election or appointment
to that office.
Section 5.6. Chairman of the Board. The Chairman of the
Board shall be the chief executive officer of the Corporation and
shall have general supervision of the business of the Corporation
and over its officers, subject, however, to the control of the
Board. He may execute, in the name of the Corporation, deeds,
mortgages, bonds, contracts and other instruments authorized by the
Board; and, in general, shall have all powers and duties incident to
the office and such others as from time to time may be given him by
the Board or by any committee thereunto authorized.
He shall, unless otherwise directed by the Board or by any
committee thereunto authorized, attend in person or by substitute or
proxy appointed by him, and act and vote in behalf of the
Corporation, at all meetings of the stockholders of any corporation
in which the Corporation holds stock.
Section 5.7. President and Vice Presidents. At the request
of the Chairman of the Board, or in his absence or disability, the
President or any Vice President may perform all the duties of the
Chairman of the Board, and, when so acting, shall have all the
powers of the Chairman of the Board. He may sign and execute, in
the name of the Corporation, deeds, mortgages, bonds, contracts or
other instruments authorized by the Board; may, unless otherwise
directed by the Board or any committee thereunto authorized, attend
in person or by substitute or proxy appointed by him, and act and
vote in behalf of the Corporation, at all meetings of the
stockholders of any corporation in which the Corporation holds
stock; and shall have such other powers and duties as from time to
time may be assigned to him by the Chairman of the Board or by the
Board or by any committee thereunto authorized.
Section 5.8. Controller. The Controller shall have general
charge, supervision and control of the accounts of the Corporation.
He shall supervise and direct the preparation of the construction
and operating budgets of the Corporation; shall cause to be
maintained internal control procedures adequate to safeguard the
assets of the Corporation; shall supervise the preparation of all
official reports made to State or other governmental authorities;
shall, as and when required, furnish to the Board of Directors, or
the Executive Committee thereof, or such executive officer as either
may designate, full and complete statements of account showing the
financial position of the Corporation; shall measure performance
against approved operating plans, and report and interpret results
of operations to all levels of management; and shall have such other
duties incident to his office as may be assigned to him by the
President or by the Board or by any committee thereunto authorized.
Section 5.9. Secretary. The Secretary shall record or cause
to be recorded in books provided for the purpose all the proceedings
of the meetings of the Corporation, including those of the
stockholders, the Board and all committees for which a secretary
shall not have been appointed; shall see that all notices are duly
given in accordance with these By-laws or as required by law; shall
be custodian of the records (other than financial) and of the seal
of the Corporation; and, in general, shall have all powers and
duties incident to the office of Secretary and such others as from
time to time may be assigned to him by the President or by the Board
or by any committee thereunto authorized.
Section 5.10. Assistant Secretaries. At the request of the
Secretary, or in his absence or disability, any Assistant Secretary
may perform all the duties of the Secretary and, when so acting,
shall have all the powers of the Secretary. Each Assistant
Secretary shall perform such other duties as from time to time may
be assigned to him by the President or the Secretary or by the Board
or by any committee thereunto authorized.
Section 5.11. Treasurer. The Treasurer, if required by the
Board, shall give a bond for the faithful discharge of his duty, in
such sum and with such surety as the Board shall require. The
Treasurer shall prepare or cause to be prepared annually 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, 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 the State of Maryland.
The Treasurer shall have charge and custody of, and be responsible
for, all funds and securities of the Corporation and shall deposit
or cause to be deposited all such funds and securities in the name
of the Corporation in such depositaries as shall be selected by the
Board, or any committee, officer, or agent authorized by the Board
to make such selection; may receive, and give receipt for, moneys
paid to the Corporation and, subject to the direction of the Board,
or of any committee thereunto authorized, or of the President, pay
out and supervise the disbursement of moneys of the Corporation; and
in general, shall have all powers and duties incident to the office
of Treasurer and such others as from time to time may be assigned to
him by the President or by the Board or by any committee thereunto
authorized.
Section 5.12. Assistant Treasurers. Each Assistant
Treasurer, if required by the Board, shall give bond for the
faithful discharge of his duty, in such sum and with such surety as
the Board shall require. At the request of the Treasurer, or in his
absence or disability, any Assistant Treasurer may perform all the
duties of the Treasurer, and, when so acting, shall have all the
powers of the Treasurer. Each Assistant Treasurer shall perform
such other duties as from time to time may be assigned to him by the
President or the Treasurer or by the Board or by any committee
thereunto authorized.
Section 5.13. Salaries. The compensation of each officer
shall be fixed from time to time by the Board or the Executive
Committee. No officer shall be precluded from receiving such
compensation by reason of the fact that he is also a director of the
Corporation.
ARTICLE 6.
Indemnification of Directors and Officers
Section 6.1. The Corporation shall indemnify any person who
was or is a party or is threatened with being made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, including all
appeals (other than an action, suit or proceeding by or in the right
of the Corporation) by reason of the fact that he is or was a
director, officer or employee of the Corporation, or is or was
serving at the request of the Corporation as a director, officer or
employee of another corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys' fees),
judgments, decrees, fines, penalties and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests
of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not of itself create a
presumption that the person did not act in good faith or in a manner
which he reasonably believed to be in or not opposed to the best
interests of the Corporation or, with respect to any criminal
action, suit or proceeding, that he had reasonable cause to believe
that his conduct was unlawful.
Section 6.2. The Corporation shall indemnify any person who
was or is a party or is threatened with being made a party to any
threatened, pending or completed action, suit or proceeding,
including all appeals, by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he is or
was a director, officer or employee of the Corporation, or is or was
serving at the request of the Corporation as a director, officer or
employee of another corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the
defense or settlement of such action, suit or proceeding. The
Corporation shall also indemnify any such person against amounts
paid in settlement of such action, suit or proceeding up to the
amount that would reasonably have been expended in his defense
(determined in the manner provided for in Section 6.4) if such
action, suit or proceeding had been prosecuted to a conclusion.
However, indemnification under this Section shall be made only if
the person to be indemnified acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of
the Corporation; and no such indemnification shall be made in
respect of any claim, issue or matter as to which such person shall
have been finally adjudged to be liable for negligence or misconduct
in the performance of his duty to the Corporation unless, and only
to the extent that, the court or body in or before which such
action, suit or proceeding was finally determined, or any court of
competent jurisdiction, shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses or other amounts paid as
such court or body shall deem proper.
Section 6.3. Without limiting the right of any director,
officer or employee of the Corporation to indemnification under any
other Section hereof, if such person has been substantially and
finally successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 6.1 and 6.2 or in
defense of any claim, issue, or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith.
Section 6.4. Any indemnification under Sections 6.1 and 6.2
(unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that
indemnification of the director, officer or employee is proper in
the circumstances because he has met the applicable standard of
conduct set forth in Sections 6.1 and 6.2. Such determination shall
be made (1) by the Board of Directors by a majority vote of a quorum
consisting of directors who are or were not parties to or threatened
with such action, suit or proceeding, or (2) if such a quorum is not
obtainable, or even if obtainable, if a majority of a quorum of
disinterested directors so directs, by independent legal counsel
(compensated by the Corporation) in a written opinion, or (3) if
there be no disinterested directors, or if a majority of the
disinterested directors, whether or not a quorum, so directs, by the
holders of a majority of the shares entitled to vote in the election
of directors without reference to default or continency which would
permit the holders of one or more classes of shares to vote for the
election of one or more directors.
Section 6.5. Expenses of each person indemnified hereunder
incurred in defending a civil, criminal, administrative or
investigative action, suit, or proceeding (including all appeals) or
threat thereof, may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding as authorized
by the Board of Directors, whether a disinterested quorum exists or
not, upon receipt of an undertaking by or on behalf of the director,
officer or employee to repay such expenses unless it shall
ultimately be determined that he is entitled to be indemnified by
the Corporation.
Section 6.6. The indemnification provided by this Article
shall not be deemed exclusive of or in any way to limit any other
rights to which any person indemnified may be or may become entitled
as a matter of law, by the articles, regulations, agreements,
insurance, vote of shareholders or otherwise, with respect to action
in his official capacity and with respect to action in another
capacity while holding such office and shall continue as to a person
who has ceased to be a director, officer or employee and shall inure
to the benefit of the heirs, executors, administrators and other
legal representatives of such person.
Section 6.7. Sections 6.1 through 6.6 of this Article shall
also apply to such other agents of the Corporation as are designated
for such purpose at any time by the Board of Directors.
Section 6.8. If any part of this Article shall be found, in
any action, suit or proceeding, to be invalid or ineffective, the
validity and the effect of the remaining parts shall not be
affected.
Section 6.9. The provisions of this Article shall be
applicable to claims, actions, suits or proceedings made or
commenced after the adoption hereof, whether arising from acts or
omissions to act occurring before or after the adoption hereof.
ARTICLE 7.
Contracts, Checks, Drafts, Bank Accounts, etc.
Section 7.1. Contracts, etc., How Executed. The Board or any
committee thereunto authorized may authorize any officer or officers
or agent or agents of the Corporation to enter into any contract or
execute and deliver any contract or other instrument in the name and
on behalf of the Corporation, and such authority may be general or
confined to specific instances. Unless authorized so to do by the
Board or any committee thereunto authorized, no officer, agent or
employee shall have any power or authority to bind the Corporation
by any contract or engagement or to pledge its credit or to render
it liable pecuniarily for any purpose or to any amount.
Section 7.2. Loans. No loan shall be contracted on behalf of
the Corporation, and no negotiable paper shall be issued in its
name, unless authorized by the Board or any committee thereunto
authorized. Such authority may be general or confined to specific
instances. When so authorized, the officer or officers thereunto
authorized may effect loans and advances at any time for the
Corporation from any bank, trust company or other institution or
from any firm, corporation or individual, and for such loans and
advances may make, execute and delivery promissory notes or other
evidences of indebtedness of the Corporation and, when authorized as
aforesaid, as security for the payment of any and all loans,
advances, indebtedness and liabilities of the Corporation, may
mortgage, pledge, hypothecate or transfer any real or personal
property at any time held by the Corporation and to that end execute
instruments of mortgage or pledge or otherwise transfer such
property.
Section 7.3. Checks, Drafts, etc. All checks, drafts, bills
of exchange or other orders for the payment of money, obligations,
notes, acceptances, or other evidences of indebtedness, bills of
lading, warehouse receipts and insurance certificates issued in the
name of the Corporation, shall be signed or endorsed by such officer
or officers, agent or agents, of the Corporation, and in such
manner, as shall from time to time be determined by resolution of
the Board or any committee thereunto authorized.
Section 7.4. Deposits. Unless otherwise provided by
resolution of the Board or such committee, endorsements for deposit
to the credit of the Corporation in any of its duly authorized
depositaries may be made, without countersignature, by the President
or any Vice President or the Treasurer, or by any other officer or
agent of the Corporation to whom such power shall have been
delegated by the Board or such committee, or may be made by stamped
impression in the name of the Corporation.
Section 7.5. Proxies. Unless otherwise provided by
resolution of the Board or any committee thereunto authorized, the
President or any Vice President may from time to time appoint an
attorney or attorneys or agent or agents, of the Corporation, in the
name and on behalf of the Corporation, to cast the votes which the
Corporation may be entitled to cast as the holder of stock or other
securities in any other corporation, any of whose stock or other
securities may be held by the Corporation, at meetings of the
holders of the stock or other securities of such other corporation,
or to consent in writing, in the name of the Corporation as such
holder, to any action by such other corporation, and may instruct
the person or persons so appointed as to the manner of casting such
votes or giving such consent, and may execute or cause to be
executed in the name and on behalf of the Corporation and under its
corporate seal, or other wise, all such written proxies or other
instruments as he may deem necessary or proper in the premises.
ARTICLE 8.
Books and Records
Section 8.1. Place, etc. The Board of Directors may keep the
books and records of the Corporation at such places within or
without the State of Maryland, as it may from time to time
determine. The stock record books and the blank stock certificate
books shall be kept by the Secretary or by a transfer agent or by
any other officer or agent designated by the Board of Directors or
any committee thereunto authorized. The original or a duplicate
stock ledger containing the names and addresses of the stockholders
and the number of shares held by them, respectively, shall be kept
at the principal office or place of business of the Corporation in
the State of Maryland. The original or a certified copy of these
By-laws, as amended from time to time, shall be kept at the
principal office of the Corporation in the State of Maryland.
Section 8.2. Addresses of Stockholders. Each stockholder
shall designate to the Secretary or transfer agent of the
Corporation an address at which notices of meetings and all other
corporate notices may be served upon or mailed to him, and if any
stockholder shall fail to designate such address, corporate notices
may be served upon him by mail directed to him at his last known
post office address.
Section 8.3. Closing of Transfer Books. The Board may, by
resolution, direct that the stock transfer books of the Corporation
be closed for a period not exceeding 20 days preceding the date of
any meeting of the stockholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when
any change or conversion or exchange of capital stock of the
Corporation shall go into effect, or for a period of not exceeding
20 days in connection with obtaining the consent of stockholders for
any purpose. If the stock transfer books are closed for the purpose
of determining stock holders entitled to notice of or to vote at a
meeting of stockholders, such books shall be closed for at least 10
days immediately preceding such meeting. In lieu of closing the
stock transfer books as aforesaid, the Board may fix in advance a
date as the record date for the determination of the stockholders
entitled to notice of, and to vote at, any such meeting of
stockholders and any adjournment thereof, or entitled to receive
payment of any such dividend, or entitled to any such allotment of
rights, or entitled to exercise the rights in respect of any such
change, conversion or exchange of capital stock of the Corporation,
or entitled to give any such consent, and in each such case such
stockholders and only such stockholders as shall be stockholders of
record on the date so fixed shall be entitled to such notice of, and
to vote at, such meeting and any adjournment thereof, or to receive
payment of such dividend, or to receive such allotment of rights, or
to exercise such rights, or to give such consent, as the case may
be, notwithstanding any transfer of any stock on the books of the
Corporation after any such record date fixed as aforesaid. Such
record date in any case shall be not more than 40 days, and in case
of a meeting of stockholders not less than 10 days, prior to the
date on which the particular action, requiring such determination of
stockholders, is to be taken.
Section 8.4. Examination of Books by Stockholders. The Board
shall have power to determine, from time to time, whether and to
what extent and at what times and places and under what conditions
and regulations the accounts, corporate records, books and documents
of the Corporation, or any of them, shall be open to the inspection
of the stockholders; and no stockholder shall have any right to
inspect any account, corporate record, book or document of the
Corporation, except as conferred by the laws of the State of
Maryland, unless and until authorized so to do by resolution of the
Board or of the stockholders of the Corporation.
ARTICLE 9.
Shares and Their Transfer
Section 9.1. Certificates of Stock. The stock of the
Corporation shall be represented by certificates signed by the
Chairman of the Board or the President or a Vice President and
countersigned by the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer and sealed with the seal of the
Corporation, any or all of which may be facsimile, engraved or
printed. When any such certificate is signed by a transfer agent
and by a registrar, the signatures of the officers and the seal upon
such certificate may be facsimiles, engraved or printed. In case
any officer who shall have signed, or whose facsimile signature
shall have been used on, any such certificates shall cease to be
such officer of the Corporation before such certificate is issued,
such certificate may nevertheless be issued by the Corporation with
the same effect as if the person who signed such certificate or
whose facsimile signature shall have been used thereon had not
ceased to be such officer of the Corporation.
Section 9.2. Record, etc. A record shall be kept in the
Stock Book of the name of the person, firm or corporation owning the
stock represented by each certificate for stock of the Corporation
issued, the number and class of shares represented by each such
certificate, and the date thereof, and, in the case of cancellation,
the date of cancellation. Every certificate surrendered to the
Corporation for exchange or transfer shall be cancelled, and no new
certificate or certificates shall be issued in exchange for any
existing certificate until such existing certificate shall have been
so cancelled except in cases provided for in Section 9.6 of this
Article 9. The person in whose name shares of stock stand in the
Stock Book shall be deemed the owner thereof for all purposes as
regards the Corporation.
Section 9.3. Transfer of Shares. Transfers of shares of the
stock of the Corporation shall be made on the books of the
Corporation by the holder of record, or by his attorney thereunto
duly authorized, upon surrender of the certificates for such shares,
but no share shall be transferred until all previous calls thereon
shall have been fully paid.
Section 9.4. Transfer Agents and Registrars. The Board may
appoint one or more transfer agents and registrars for stock of the
Corporation of any class and may require stock certificates to be
countersigned or registered by one or more of such transfer agents
or registrars.
Section 9.5. Lost and Destroyed Certificates. The holder of
record of any certificate of stock who shall claim that such
certificate is lost or destroyed may make an affidavit or
affirmation of that fact in such manner as the Board may require and
give a bond, if required by the Board, in such form and sum and with
such surety as the Board shall require, to indemnify the Corporation
against any claim that may be made against it on account of such
certificate, whereupon one or more new certificates may be issued of
the same tenor and for the same aggregate number of shares as the
certificate alleged to be lost or destroyed. The Board may delegate
authority to administer the provisions of this Section.
ARTICLE 10.
Notice
Section 10.1. Waiver of Notice. No notice of the time, place
or purpose of any meeting of stockholders or directors, or of any
committee, or any publication thereof, whether prescribed by law, by
the Charter or by these By- laws, need be given to any person who
attends the meeting, or who, in writing, executed either before or
after the meeting and filed with the records of the meeting, waives
such notice, and such attendance or waiver shall be deemed
equivalent to notice.
ARTICLE 11.
Miscellaneous
Section 11.1. Fiscal Year. The fiscal year of the
Corporation shall be determined by the Board. In the absence of any
such determination the fiscal year of the Corporation shall be the
calendar year.
Section 11.2. Seal. The seal of the Corporation shall be a
device containing the name of the Corporation, the year of its
organization and the word "Maryland." The corporate seal may be
used by printing, engraving, lithographing, stamping or otherwise
making, placing or affixing, or causing to be printed, engraved,
lithographed, stamped or otherwise made, placed or affixed, upon any
paper or document, by any process whatsoever, an impression,
facsimile, or other reproduction or the Corporation seal.
ARTICLE 12.
Amendments
Section 12.1. These By-laws may be amended or repealed by the
stockholders at any annual meeting, or at any special meeting if
notice of the proposed amendment or new By-laws is included in the
notice of such meeting. Except as otherwise provided by law, these
By-laws may be amended or repealed by the affirmative vote of a
majority of the whole Board given at any meeting if notice of the
proposed amendment or repeal is contained in the notice or waiver of
notice of such meeting. By-laws made, altered or amended by the
Board shall be subject to alteration, amendment or repeal by the
stockholders.
Dated: Amended September 7, 1995.