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C:\adocs\Deb\bylaws\WHIbylaws.doc
EXHIBIT 3(b)
WASHINGTON HOMES, INC.
BYLAWS
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICE. The principal
office of the corporation in the State of Maryland shall be
located in Landover, Prince George=s County or at any other
place or places as the board of directors may designate.
Section 2. ADDITIONAL OFFICES. The
corporation may have additional offices at such places as
the board of directors may from time to time determine or
the business of the corporation may require.
ARTICLES II
MEETINGS OF STOCKHOLDERS
Section 1. PLACE. All meetings of
stockholders shall be held at the principal office of the
corporation or at such other place within the United States
as shall be stated in the notice of the meeting.
Section 2. ANNUAL MEETING. An annual meeting
of the stockholders for the election of directors and the
transaction of any business within the powers of the
corporation shall be held during the month of November or
December in each year on a date and at the time set by the
board of directors.
Section 3. SPECIAL MEETINGS. The president or
board of directors may call special meetings of the
stockholders. Special meetings of stockholders shall also
be called by the secretary upon the written request of the
holders of shares entitled to cast not less than 25% of all
the votes proposed to be acted on at such meeting. The
secretary shall inform such stockholders of the reasonably
estimated cost of preparing and mailing notice of the
meeting and, upon payment to the corporation of such costs,
the secretary shall give notice to each stockholder entitled
to notice of the meeting. Unless requested by stockholders
entitled to cast a majority of all the votes entitled to be
cast at such meeting, a special meeting need 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 months.
Section 4. NOTICE. Not less than ten nor more
than 90 days before each meeting of stockholders, the
secretary shall give to each stockholder entitled to vote at
such meeting and to each stockholder not entitled to vote
who is entitled to notice of the meeting, written or printed
notice stating the time and place of the meeting and, in the
case of a special meeting or as otherwise may be required by
statute, the purpose for which the meeting is called, either
by mail or by presenting it to such stockholder personally
or by leaving it at such person=s residence or usual place
of business. If mailed, such notice shall be deemed to be
given when deposited in the United States mail addressed to
the stockholder at the post office address of such
stockholder as it appears on the records of the corporation,
with postage thereon prepaid.
Section 5. SCOPE OF NOTICE. No business
shall be transacted at a special meeting of stockholders
except that specifically designated in the notice. Any
business of the corporation may be transacted at the annual
meeting without being specifically designated in the notice,
except such business as is required by statute to be stated
in such notice.
Section 6. QUORUM. At any meeting of
stockholders, the presence in person or by proxy of
stockholders entitled to cast a majority of all the votes
entitled to be cast at such meeting shall constitute a
quorum; but this section shall not affect any requirement
under any statute or the charter for the vote necessary for
the adoption of any measure. If, however, such quorum shall
not be present at any meeting of the stockholders, the
stockholders entitled to vote at such meeting, present in
person or by proxy, shall have power to adjourn the meeting
from time to time to a date not more than 120 days after the
original record date without notice other than announcement
at the meeting until such quorum shall be present. At such
adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted
at the meeting as originally notified.
Section 7. VOTING. A plurality of all the
votes cast at a meeting of stockholders duly called and at
which a quorum is present shall be sufficient to elect a
director. Each share of stock may be voted for as many
individuals as there are directors to be elected and for
whose election the share is entitled to be voted. A
majority of the votes cast at a meeting of stockholders duly
called and at which a quorum is present shall be sufficient
to approve any other matter which may properly come before
the meeting, unless more than a majority of the votes cast
is required by statute or by the charter. Unless otherwise
provided in the charter, each outstanding share of stock,
regardless of class, shall be entitled to one vote on each
matter submitted to a vote at a meeting of stockholders.
Section 8. PROXIES. A stockholder may vote
the shares of stock owned of record by such stockholder,
either in person or by proxy executed in writing by the
stockholder or by such person's duly authorized attorney in
fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy
shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.
Section 9. VOTING OF SHARES BY CERTAIN
HOLDERS. Shares registered in the name of another
corporation, if entitled to be voted, may be voted by the
president, a vice president or a proxy appointed by the
president or a vice president of such other corporation,
unless some other person who has been appointed to vote such
shares pursuant to a bylaw or a resolution of the board of
directors of such other corporation presents a certified
copy of such bylaw or resolution, in which case such person
may vote such shares. Any fiduciary may vote shares
registered in the name of such fiduciary, either in person
or by proxy.
Shares of its own stock indirectly owned by this
corporation shall not be voted at any meeting and shall not
be counted in determining the total number of outstanding
shares entitled to be voted at any given time, unless they
are held by it in a fiduciary capacity, in which case they
may be voted and shall be counted in determining the total
number of outstanding shares at any given time.
The board of directors may adopt by resolution a
procedure by which a stockholder may certify in writing to
the corporation that any shares of stock registered in the
name of the stockholder are held for the account of a
specified person other than the stockholder. The resolution
shall set forth the class of stockholders who may make the
certification, the purpose for which the certification may
be made, the form of certification and the information to be
contained in it; if the certification is with respect to a
record date or closing of the stock transfer books, the time
after the record date or closing of the stock transfer books
within which the certification must be received by the
corporation; and any other provisions with respect to the
procedure which the board of directors considers necessary
or desirable. On receipt of such certification, the person
specified in the certification shall be regarded as, for the
purposes set forth in the certification, the stockholder of
record of the specified stock in place of the stockholder
who makes the certification.
Section 10. INSPECTORS. At any meeting of
stockholders, the chairman of the meeting may, or upon the
request of any stockholder shall, appoint one or more
persons as inspectors for such meeting. Such inspectors
shall ascertain and report the number of shares represented
at the meeting based upon their determination of the
validity and effect of proxies, count all votes, report the
results and perform such other acts as are proper to conduct
the election and voting with impartiality and fairness to
all the stockholders.
Each report of an inspector shall be in writing and
signed by such inspector or by a majority of them if there
is more than one inspector acting at such meeting. If there
is more than one inspector, the report of a majority shall
be the report of the inspectors. The report of the
inspector or inspectors on the number of shares represented
at the meeting and the results of the voting shall be prima
facie evidence thereof.
Section 11. INFORMAL ACTION BY STOCKHOLDERS.
Any action required or permitted to be taken at a meeting of
stockholders may be taken without a meeting if a consent in
writing, setting forth such action, is signed by each
stockholder entitled to vote on the matter and any other
stockholder entitled to notice of a meeting of stockholders
(but not to vote thereat) has waived in writing any right to
dissent from such action, and such consent and waiver are
filed with the minutes of proceedings of the stockholders.
Section 12. VOTING BY BALLOT. Voting on any
question or in any election may be viva voce unless the
presiding officer shall order or any stockholder shall
demand that voting be by ballot.
ARTICLE III
DIRECTORS
Section 1. GENERAL POWERS. The business and
affairs of the corporation shall be managed under the
direction of its board of directors.
Section 2. NUMBER, TENURE AND QUALIFICATIONS.
The number of directors of the corporation shall be not less
than three (3) and shall not be more than ten (10). At any
regular meeting or at any special meeting called for that
purpose, a majority of the entire board of directors may
establish, increase or decrease the number of directors,
provided that the number thereof shall never be less than
three (3), nor more than ten (10), and further provided that
the tenure of office of a director shall not be affected by
any decrease in the number of directors. Each director
shall hold office until the next annual meeting of
stockholders and until his successor is elected and
qualified.
Section 3. ANNUAL AND REGULAR MEETINGS. An
annual meeting of the board of directors shall be held
immediately after and at the same place as the annual
meeting of stockholders, no notice other than this bylaw
being necessary. The board of directors may provide, by
resolution, the time and place, either within or without the
State of Maryland, for the holding of regular meetings of
the board of directors without other notice than such
resolution.
Section 4. SPECIAL MEETINGS. Special
meetings of the board of directors may be called by or at
the request of the president or by a majority-of the
directors then in office. The person or persons authorized
to call special meetings of the board of directors may fix
any place, either within or without the State of Maryland,
as the place for holding any special meeting of the board of
directors called by them.
Section 5. NOTICE. Notice of any special
meeting shall be given by written notice delivered
personally, telecopied or mailed to each director at his
business or residence address. Personally delivered or
telecopied notices shall be given at least two days prior to
the meeting. Notice by mail shall be given at least five
days prior to the meeting. If mailed, such notice shall be
deemed to be given when deposited in the United States mail
properly addressed, with postage thereon prepaid. If given
by telecopy, such notice shall be deemed to be given when
the telecopy is transmitted. Neither the business to be
transacted at, nor the purpose of, any annual, regular or
special meeting of the board of directors need be stated in
the notice, unless specifically required by statute or the
bylaws.
Section 6. QUORUM. A majority of the entire
board of directors shall constitute a quorum for transaction
of business at any meeting of the board of directors,
provided that, if less than a majority of such number of
directors are present at said meeting, a majority of the
directors present may adjourn the meeting from time to time
without further notice.
The directors present at a meeting which has been duly
called and convened may continue to transact business until
adjournment, notwithstanding the withdrawal of enough
directors to leave less than a quorum.
Section 7. VOTING. The action of the
majority of the directors present at a meeting at which a
quorum is present shall be the action of the board of
directors, unless the concurrence of a greater proportion is
required for such action by applicable statute.
Section 8. TELEPHONE MEETINGS. Members of the
board of directors may participate in a meeting by means of
a conference telephone or similar communications equipment
if all persons participating in the meeting can hear each
other at the same time. Participation in a meeting by these
means shall constitute presence in person at the meeting.
Section 9. INFORMAL ACTION BY DIRECTORS. Any
action required or permitted to be taken at any meeting of
the board of directors may be taken without a meeting, if a
consent in writing to such action is signed by each director
and such written consent is filed with the minutes of
proceedings of the board of directors.
Section 10. VACANCIES. Any vacancy on the
board of directors for any cause other than an increase in
the number of directors may be filled by a majority of the
remaining directors, although such majority is less than a
quorum. Any vacancy on the board of directors by reason of
an increase in the number of directors may be filled by a
majority vote of the entire board of directors. A director
elected by the board of directors to fill a vacancy shall
serve until the next annual meeting of stockholders and
until his successor is elected and qualified.
Section 11. COMPENSATION. Directors shall
not receive any stated salary for their services as
directors but, by resolution of the board of directors, a
fixed sum and expenses of attendance, if any, may be allowed
to directors for attendance at each annual, regular or
special meeting of the board of directors or of any
committee thereof, but nothing herein contained shall be
construed to preclude any director from serving the
corporation in any other capacity and receiving compensation
therefor.
Section 12. REMOVAL OF DIRECTORS. The
stockholders may, at any time, remove any director, with or
without cause, by the affirmative vote of a majority of all
the votes entitled to be cast on the matter and may elect a
successor to fill any resulting vacancy for the balance of
the term of the removed director.
ARTICLE IV
COMMITTEES
Section 1. NUMBER, TENURE AND QUALIFICATIONS.
The board of directors may appoint from among its members an
Executive Committee and other committees, composed of two or
more directors, to serve at the pleasure of the board of
directors.
Section 2. POWERS. The board of directors
may delegate to committees appointed under Section I of this
Article any of the powers of the board of directors, except
as prohibited by law.
Section 3. MEETINGS. 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 director to act in the place of such absent
member.
Section 4. TELEPHONE MEETINGS. Members of a
committee of the board of directors may participate in a
meeting by means of a conference telephone or similar
communications equipment if all persons participating in the
meeting can hear each other at the same time. Participation
in a meeting by these means shall constitute presence in
person at the meeting.
Section 5. INFORMAL ACTION BY COMMITTEES. Any
action required or permitted to be taken at any meeting of a
committee of the board of directors may be taken without a
meeting, if a consent in writing to such action is signed by
each member of the committee and such written consent if
filed with the minutes of proceedings of such committee.
ARTICLE V
OFFICERS
Section 1. GENERAL PROVISIONS. The officers
of the corporation may consist of a chairman of the board, a
president, a president - homebuilding operations, one or
more senior vice presidents, one or more vice presidents in
charge of an operating division, a treasurer, a secretary, a
general counsel and one or more assistant secretaries. The
officers of the corporation shall be elected annually by the
board of directors at the first meeting of the board of
directors held after each annual meeting of stockholders.
If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as
may be convenient. Each officer shall hold office until his
successor is elected and qualified or until his death,
resignation or removal in the manner hereinafter provided.
Any two or more offices, except president and senior vice
president, may be held by the same person. In its
discretion, the board of directors may leave unfilled any
office except that of president, treasurer and secretary.
Election or appointment of an officer or agent shall not of
itself create contract rights between the corporation and
such officer or agent.
Section 2. REMOVAL AND RESIGNATION. Any
officer or agent of the corporation may be removed by the
board of directors if in its judgment the best interests of
the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any,
of the person so removed. Any officer of the corporation
may resign at any time by giving written notice of his
resignation to the board of directors, the chairman of the
board, the president or secretary. Any resignation shall
take effect at the time specified therein or, if the time
when it shall become effective is not specified therein,
immediately upon its receipt. The acceptance of a
resignation shall not be necessary to make it effective
unless otherwise stated in the resignation.
Section 3. VACANCIES. A vacancy in any office
may be filled by the board of directors for the balance of
the term.
Section 4. CHIEF EXECUTIVE OFFICER. The board
of directors may designate a chief executive officer from
among the elected officers. The chief executive officer
shall have responsibility for implementation of the policies
of the corporation, as determined by the board of directors,
and for the administration of the business affairs of the
corporation.
Section 5. CHIEF OPERATING OFFICER. The
board of directors may designate a chief operating officer
from among the elected officers. Said officer will have the
responsibility and duties as set forth by the board of
directors or the chief executive officer.
Section 6. CHAIRMAN OF THE BOARD. The
chairman of the board shall perform such duties as may be
assigned to him by the board of directors.
Section 7 A. PRESIDENT. The president shall
in general supervise and control all of the business and
affairs of the corporation. The president shall preside at
all meetings of the board of directors and of the
stockholders at which he shall be present. In the absence
of a designation of a chief executive officer by the board
of directors, the president shall be the chief executive
officer and shall be ex officio a member of all committees
that may, from time to time, be constituted by the board of
directors except for any audit committee. The president may
execute any deed, mortgage, bond, contract or other
instrument to which the corporation is a party except in
cases where the execution thereof shall be expressly
delegated by the board of directors or by these bylaws to
some other officer or agent of the corporation or shall be
required by law to be otherwise executed, and in general
shall perform all duties incident to the office of president
and such other duties as may be prescribed by the board of
directors from time to time.
Section 7 B. President-Homebuilding
Operations. The president-homebuilding operations shall be
in charge of all day-to-day homebuilding activities of the
corporation and its subsidiaries. The president-
homebuilding operations shall perform such duties as are
assigned to him and as are prescribed by the Chief Executive
Officer of the Corporation and the Board of Directors. The
president-homebuilding operations may execute any deed,
mortgage, bond, contract or other instrument to which the
corporation is a party except in cases where the execution
thereof shall be expressly delegated by the board of
directors or by these bylaws to some other officer or agent
of the corporation or shall be required by law to be
otherwise executed.
Section 8. SENIOR VICE PRESIDENTS OR VICE
PRESIDENT (IN CHARGE OF AN OPERATING DIVISION). In the
absence of the president or in the event of a vacancy in
such office, the senior vice president (or in the event
there be more than one vice president, the senior vice
presidents in the order designated at the time of their
election or, in the absence of any designation, then in the
order of the election) shall perform the duties of the
president and when so acting shall have all the powers of
and be subject to all the restrictions upon the president;
and shall perform such other duties as from time to time may
be assigned by the president or by the board of directors.
The board of directors may designate one or more senior vice
presidents as executive vice president or as senior vice
president for particular areas of responsibility. A vice
president in charge of an operating division shall perform
such duties as are assigned by the president or the board of
directors.
Section 9. SECRETARY. The secretary shall (a)
keep the minutes of the proceedings of the stockholders, the
board of directors and committees of the board of directors
in one or more books provided for that purpose; (b) see that
all notices are duly given in accordance with the provisions
of these bylaws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation;
(d) keep a register of the post office address of each
stockholder which shall be furnished to the secretary by
such stockholder; (e) have general charge of the stock
transfer books of the corporation; and (f) in general
perform such other duties as from time to time may be
assigned to the secretary by the president or by the board
of directors.
Section 10. TREASURER. The treasurer shall
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 designated by the board of directors.
The treasurer shall disburse the funds of the corporation as
may be ordered by the board of directors, taking proper
vouchers for such disbursements, and shall render to the
president and board of directors, at the regular meetings of
the board of directors or whenever they may require it, an
account of all transactions as treasurer and of the
financial condition of the corporation.
If required by the board of directors, the
treasurer shall give the corporation a bond in such sum and
with such surety or sureties as shall be satisfactory to the
board of directors for the faithful performance of the
duties of office and for the restoration to the corporation,
in case of death, resignation, retirement, or removal from
office, of all books, papers, vouchers, moneys and other
property of whatever kind belonging to the corporation and
in the possession or under the control of such person.
Section 11. GENERAL COUNSEL. The general
counsel shall be the chief legal officer of the corporation
and shall otherwise perform such duties as are assigned by
the board of directors.
Section 12. ASSISTANT SECRETARIES. The
assistant secretaries, in general, shall perform such duties
as shall be assigned to them by the secretary, or by the
president, or by the board of directors.
Section 13. ANNUAL REPORT. The president or
other executive officer of the corporation 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 statement of the results 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.
Section 14. SALARIES. The salaries of the
officers shall be fixed from time to time by the board of
directors and no officer shall be prevented from receiving
such salary by reason of the fact that such person is also a
director of the corporation.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. CONTRACTS. The board of directors
may authorize any officer or agent to enter into any
contract or to execute and deliver any instrument in the
name of and on behalf of the corporation and such authority
may be general or confined to specific instances.
Section 2. CHECKS AND DRAFTS. All checks,
drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the
corporation shall be signed by such officer or officers,
agent or agents of the corporation and in such manner as
shall from time to time be determined by the board of
directors.
Section 3. DEPOSITS. All funds of the
corporation not otherwise employed shall be deposited from
time to time to the credit of the corporation in such banks,
trust companies or other depositories as the board of
directors may designate.
ARTICLE VII
SHARES OF STOCK
Section 1. CERTIFICATES OF STOCK. Each
stockholder shall be entitled to a certificate or
certificates which shall represent and certify the number of
shares of each class of stock held by such stockholder in
the corporation. Each certificate shall be signed by the
president or a senior vice president and countersigned by
the secretary or an assistant secretary and may be sealed
with the corporate seal. The signatures may be either
manual or facsimile. Certificates shall be consecutively
numbered; and if the corporation shall, from time to time,
issue several classes of stock, each class may have its own
number series. A certificate shall be valid and may be
issued whether or not an officer who signed it is still an
officer when it is issued. Each certificate representing
stock which is restricted as to its transferability or
voting powers, which is preferred or limited as to its
dividends or as to its share of the assets upon liquidation
or which is redeemable at the option of the corporation,
shall have a statement of such restriction, limitation,
preference or redemption provision, or a summary thereof,
plainly stated on the certificate. In lieu of such
statement or summary, the corporation may set forth upon the
face or back of the certificate a statement that the
corporation will furnish to any stockholder, upon request
and without charge, a full statement of such information.
Section 2. TRANSFERS OF STOCK. Upon surrender
to the corporation or the transfer agent of the corporation
of a certificate of stock duly endorsed or accompanied by
proper evidence of succession, assignment or authority to
transfer, the corporation shall issue a new certificate to
the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
The corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize
any equitable or other claim to or interest in such share on
the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise
provided by the laws of the State of Maryland.
Section 3. LOST CERTIFICATE. The board of
directors may direct a new certificate to be issued in place
of any certificate previously issued by the corporation
alleged to have been lost, stolen or destroyed upon the
making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed.
When authorizing the issuance of a new certificate, the
board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate or his legal
representative to advertise the same in such manner as it
shall require and/or to give bond, with sufficient surety,
to the corporation to indemnify it against any loss or claim
which may arise as a result of the issuance of a new
certificate.
Section 4. CLOSING OF TRANSFER BOOKS OR FIXING
OF RECORD DATE. The board of directors may set, in advance,
a record date for the purpose of determining stockholders
entitled to notice of or to vote at any meeting of
stockholders, or stockholders entitled to receive payment of
any dividend or the allotment of any other rights, or in
order to make a determination of stockholders for any other
proper purpose. Such date, in any case, shall not be prior
to the close of business on the day the record date is fixed
and shall be not more than 90 days, and in the case of a
meeting of stockholders not less than ten days, before the
date on which the meeting or particular action requiring
such determination of stockholders is to be held or 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 but not longer than 20 days. If the
stock transfer books are closed for the purpose of
determining stockholders entitled to notice of or to vote at
a meeting of stockholders, such books shall be closed for at
least ten days before the date of such meeting.
If no record date is fixed and the stock transfer books
are not closed for the determination of stockholders, (a)
the record date for the determination of stockholders
entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day on
which the notice of meeting is mailed or the 30th day before
the meeting, whichever is the closer date to the meeting;
and (b) the record date for the determination of
stockholders entitled to receive payment of a dividend or an
allotment of any other rights shall be the close of business
on the day on which the resolution of the board of
directors, declaring the dividend or allotment of rights, is
adopted.
When a determination of stockholders entitled to vote
at any meeting of stockholders has been made as provided in
this section, such determination shall apply to any
adjournment thereof, except where the determination has been
made through the closing of the stock transfer books and the
stated period of closing has expired.
Section 5. STOCK LEDGER. The corporation
shall maintain at its principal office or at the office of
its counsel, accountants or transfer agent, an original or
duplicate stock ledger containing the name and address of
each stockholder and the number of shares of stock of each
class held by such stockholder.
ARTICLE VIII
ACCOUNTING YEAR
The board of directors shall have the power, from time
to time, to fix the fiscal year of the corporation by a duly
adopted resolution.
ARTICLE IX
DIVIDENDS
Section 1. DECLARATION. Dividends upon
the shares of stock of the corporation may be declared by
the board of directors, subject to the provisions of law and
the charter. Dividends may be paid in cash, property or
shares of the corporation, subject to the provisions of law
and the charter.
Section 2. CONTINGENCIES. Before payment
of any dividends, there may be set aside any funds of the
corporation available for dividends such sum or sums as the
board of directors may from time to time, in its absolute
discretion, think proper as a reserve fund for
contingencies, for equalizing dividends, for repairing or
maintaining any property of the corporation or for such
other purpose as the board of directors shall determine to
be in the best interest of the corporation, and the board of
directors may modify or abolish any such reserve in the
manner in which it was created.
ARTICLE X
SEAL
Section 1. SEAL. The corporate seal shall
have inscribed thereon the name of the corporation, the year
of its organization and the words "Corporate Seal." The
board of directors may authorize one or more duplicate seals
and provide for the custody thereof.
Section 2. AFFIXING SEAL. Whenever the
corporation is required to place its corporate seal to a
document, it shall be sufficient to meet the requirements of
any law, rule or regulation relating to a corporate seal to
place the word "(SEAL)" adjacent to the signature of the
person authorized to execute the document on behalf of the
corporation.
ARTICLE XI
INDEMNIFICATION
To the maximum extent permitted by Maryland law in
effect from time to time, the corporation shall indemnify,
and shall pay or reimburse reasonable expenses in advance of
final disposition of a proceeding to, (i) any individual who
is a present or former director or officer of the
corporation or (ii) any individual who, while a director of
the corporation and at the request of the corporation,
serves or has served another corporation, partnership, joint
venture, trust, employee benefit plan or any other
enterprise as a director, officer, partner or trustee of
such corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise. The corporation
may, with the approval of its board of directors, provide
such indemnification and advancement of expenses to a person
who served a predecessor of the corporation in any of the
capacities described in (i) or (ii) above and to any
employee or agent of the corporation or a predecessor of the
corporation.
Neither the amendment nor repeal of this Article, nor
the adoption or amendment of any other provision of the
bylaws or charter of the corporation inconsistent with this
Article, shall apply to or affect in any respect the
applicability of the preceding paragraph with respect to any
act or failure to act which occurred prior to such
amendment, repeal or adoption.
ARTICLE XII
WAIVER OF NOTICE
Whenever any notice is required to be given pursuant to
the charter or bylaws of the corporation or pursuant to
applicable law, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or
after the time stated therein, shall be deemed equivalent to
the giving of such notice. Neither the business to be
transacted at nor the purpose of any meeting need to set
forth in the waiver of notice, unless specifically required
by statute. The attendance of any person at any meeting
shall constitute a wavier of notice of such meeting, except
where such person attends a meeting for the express purpose
of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.
ARTICLE XII
AMENDMENT OF BYLAWS
Section 1. BY DIRECTORS. The board of
directors shall have the power to adopt, alter or repeal any
bylaws of the corporation and to make new bylaws, except
that the board of directors shall not alter or repeal this
Section or any bylaws made by the stockholders.
Section 2. BY STOCKHOLDERS. The stockholders
shall have the power to adopt, alter or repeal any bylaws of
the corporation and to make new bylaws.
The foregoing are certified as the bylaws of the
corporation as amended by the board of directors on July 18,
1997.
Christopher R. Spendley, Secretary