SYLVAN LEARNING SYSTEMS, INC.
Amended and Restated
BYLAWS
Reflecting All Amendments Duly Adopted Through September 27, 1996
ARTICLE I
OFFICES
Section 1. Principal Office. The principal office of the Corporation in the
State of Maryland shall be located at 1000 Lancaster Street, Baltimore, Maryland
21202, or at any other place or places as the Board of Directors may designate.
Section 2. Additional Offices. The Corporation may have offices at such
other places as the Board of Directors may from time to time determine or the
business of the Corporation may require.
ARTICLE 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 May in each year on a date and
at the time set by the Board of Directors, beginning with the year 1990.
Section 3. Special Meetings. The president, chief executive officer 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 stockholders entitled to cast at least fifty percent (50%) of all
votes entitled to be cast at the meeting. Such request shall state the purpose
of such meeting and the matters proposed to be acted on at such meeting. The
secretary shall inform such stockholders of the reasonably estimated cost of
preparing and mailing such notice of the meeting
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and, upon payment to the Corporation of such costs, the secretary shall give
notice to each stockholder entitled to notice of the meeting.
The Board of Directors, the President, chief executive officer or secretary
shall fix a record date for such special meetings of the stockholders, which
date shall be at least ten (10) days, but not more than ninety (90) days, before
the date of the meeting.
Section 4. Notice. Not less than ten (10) nor more than ninety (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 his 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 his post office address 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 votes entitled to
be cast at the 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 one hundred twenty (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. For directors: Except as set forth in the charter, each
share of stock may be voted for as many individuals as there are directors to be
elected. Votes may only be cast "for" the election of a director. Cumulative
voting shall not be allowed. At any election of directors or of a single
director, as many individuals as there are directors to be elected and receiving
the highest number of votes for election to the Board shall be considered duly
elected. On other matters: 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 the charter. Unless
otherwise provided in the charter, each outstanding share of stock shall be
entitled to one vote for or against each matter submitted to a vote at a meeting
of stockholders.
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Section 8. Proxies. A stockholder may vote the shares of stock owned of
record by him, either in person or by proxy executed in writing by the
stockholder or by his 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 (11) 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 his name as such fiduciary, either in person or by
proxy.
Shares of its own stock directly or 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 certify, 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 the 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 him or by a
majority of them if there be 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.
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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 nine. The Board of Directors shall be divided into
three classes, each consisting of three persons, with each class of directors
serving a staggered term of one, two or three years commencing with the initial
classification of the Board. At each annual election after such classification,
the number of directors for the class whose term expires on the day of such
election shall be elected for a term ending on the third annual meeting of
stockholders after their election and until their successors are 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 the Chairman or at the request of the president, the chief
executive officer, or by a majority of the Directors. 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, telegraphed, telecopied or mailed to each director
at his business or residence address. Personally delivered, telecopied or
telegram notices shall be given at least twenty-four (24) hours prior to the
meeting. Notice by mail shall be given at least five (5) 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
notice be given by telegram, such notice shall be deemed
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to be given when the telegram is delivered to the telegraph company. If notice
be given by telecopy, such notice shall be deemed to be given upon confirmation
of transmission. Neither the business to be transacted at, nor the purpose of
any annual, regular or special meeting of the Board of Directors need be
specified in the notice, unless specifically required by statute or these
Bylaws.
Section 6. Quorum. A majority of the whole number of directors shall
constitute a quorum for transaction of business at any meeting of the Board of
Directors, provided that, if less than a quorum of directors is 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 authorized
to vote shall be the action of the Board of Directors, unless the concurrence of
a greater proportion is required for such action by applicable statute or by the
charter.
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. Filling Vacancies by Directors. Any vacancy on the Board of
Directors, other than a vacancy caused by an expansion in the number of
directors, may be filled by vote of a majority of the remaining directors then
in office, though less than a quorum, or by a sole remaining director.
Regardless of the term remaining for the class of directors in which the vacancy
arose, every 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 qualifies.
Section 11. Filling Vacancies by Stockholders. Any vacancy caused by an
increase in the number of directors shall be filled by the shareholders at an
annual meeting or at a special meeting called for that purpose. The shareholders
may also elect a director at any time to fill any vacancy not filled by the
directors. If the Board of Directors accepts the resignation of a director
tendered to take effect at a future time, the Board or the shareholders may
elect a successor to take office when the resignation becomes effective.
Section 12. Compensation. Directors may receive compensation for their
services as directors and may be reimbursed for expenses of attendance, if any,
at each annual, regular or special
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meeting of the Board of Directors or of any committee thereof; nothing herein
contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
Section 13. Removal of Directors. The stockholders may, at any time, remove
any director for cause, by the affirmative vote of the holders of a majority of
the shares entitled to vote for the election of directors.
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 one 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 1 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 shall be a
chairman of the board, vice chairman of the board, president, one or more vice
presidents (if so elected by the Board of Directors), a secretary, and treasurer
and such other officers as the Board of Directors from time to time may consider
necessary for the proper conduct of the business of the Corporation. The
officers of the Corporation shall be elected annually by the Board of Directors
at the first meeting
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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 qualifies or until his death, resignation or
removal in the manner hereinafter provided. Any two or more offices except
president and 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. 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.
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 elect a
chief executive officer. The chief executive officer shall have the
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 elect a
chief operating officer. Said officer will have the responsibility and duties as
set forth by the Board of Directors or the chief executive officer.
Section 6. Chairman and Vice Chairman of the Board. The chairman of the
board shall preside over the meetings of the Board of Directors and of the
stockholders at which he shall be present. In the absence of the chairman of the
board, the vice chairman of the board shall preside at such meetings at which he
shall be present. The chairman of the board and the vice chairman of the board
shall, respectively, perform such other duties as may be assigned to him or them
by the Board of Directors.
Section 7. President. The president shall in general supervise and control
all of the business and affairs of the Corporation. Unless the president is not
a member of the Board of Directors, in the absence of both the chairman and vice
chairman of the board, he 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. He may execute any deed, mortgage, bond, contract or
other instrument which the Board of Directors has authorized to be executed,
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.
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Section 8. Vice Presidents. In the absence of the president or in the event
of a vacancy in such office, the vice president (or in the event there be more
than one vice president, the vice presidents in the order designated at the time
of their election or, in the absence of any designation, then in the order of
their 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 to him by the president or by the Board of Directors. The Board of
Directors may designate one or more vice presidents as executive vice president
or as vice president for particular areas of responsibility.
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 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 him 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 keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositaries as may be designated by the Board of
Directors.
He 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 or whenever they may require it, an account of all his transactions as
treasurer and of the financial condition of the Corporation.
If required by the Board of Directors, he 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 his office and
for the restoration to the Corporation, in case of his death, resignation,
retirement or removal from office, all books, papers, vouchers, money and other
property of whatever kind in his possession or under his control belonging to
the Corporation.
Section 11. Assistant Secretaries and Assistant Treasurers. The assistant
secretaries and assistant treasurers, in general, shall perform such duties as
shall be assigned to them by the secretary or treasurer, respectively, or by the
president or the Board of Directors. The assistant treasurers shall, if required
by the Board of Directors, give bonds for the faithful performance of their
duties in such sums and with such sureties as shall be satisfactory to the Board
of Directors.
Section 12. 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
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fiscal year, which shall be submitted at the annual meeting of the stockholders
and filed within twenty (20) days thereafter at the principal office of the
Corporation in the State of Maryland.
Section 13. 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 he 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 him in the Corporation. Each certificate
shall be signed by the president or a vice president and countersigned by the
secretary or an assistant secretary or the treasurer or an assistant treasurer
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 is 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
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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 or in Article II, Section 9 hereof.
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 such issue 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. Fixing of Record Date. Except in the case of special meetings of
stockholders, in which event Article II, Section 3, shall control, 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 record 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
ninety (90) days, and in the case of an annual meeting of stockholders not less
than ten (10) days, before the date on which the meeting or particular action
requiring such determination of stockholders is to be held or taken.
If no record date is fixed (a) the record date for the determination of
stockholders entitled to notice of or to vote at an annual 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.
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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
FISCAL 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 out of 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 be the word "SEAL" or have
inscribed thereon the name of the Corporation, the year of its organization and
the word "Maryland." 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.
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ARTICLE XI
INDEMNIFICATION
Section 1. Definitions. As used in this Article XI, any word or words that
are defined in Section 2-418 of the Corporations and Associations Article of the
Annotated Code of Maryland (the "Indemnification Section"), as amended from time
to time, shall have the same meaning as provided in the Indemnification Section.
Section 2. Indemnification of Directors and Officers. The Corporation shall
indemnify and advance expenses to a director or officer of the Corporation in
connection with a proceeding to the fullest extent permitted by and in
accordance with the Indemnification Section.
Section 3. Indemnification of Other Agents and Employees. With respect to
an employee or agent, other than a director or officer of the Corporation, the
Corporation may, as determined by and in the discretion of the Board of
Directors of the Corporation, indemnify and advance expenses to such employees
or agents in connection with a proceeding to the extent permitted by and in
accordance with the Indemnification Section.
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 be set forth in the waiver of notice, unless specifically required
by statute. The attendance of any person at any meeting shall constitute a
waiver 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 XIII
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 or to make new Bylaws,
without the approval or consent of the stockholders, but subject to the
limitation that any modification to the By Laws made by the Directors shall be
subject to repeal by the affirmative vote of the holders of a majority of the
common stock then entitled to vote.
Sylvan Learning Systems, Inc., Amended and Restated Bylaws
Reflecting all amendments adopted as of September 27, 1996
T:\DEPT\LEGAL\KDL\96BYLAWS.SKS Page 12 of 13
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 by
the affirmative vote of the holders of a majority of the common stock then
entitled to vote.
ARTICLE XIV
INTERESTED DIRECTORS AND OFFICERS
Section 1. Contracts Valid. No contract or transaction between the
Corporation and one or more of its Directors or officers or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its Directors or officers are Directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the Director or officer is present at or
participates in the meeting of the board or committee thereof which authorizes
the contract or transaction, or solely because his or their votes are counted
for such purposes, if:
(a) The material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of
Directors or the committee, and the board or committee in good faith
authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested Directors, even though the disinterested
Directors be less than a quorum; or
(b) The material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the shareholders
entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the shareholders; or
(c) The contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified, by the Board of
Directors, a committee thereof, or the shareholder.
Section 2. Determining a Quorum . Common or interested Directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction
[SEAL]
SYLVAN LEARNING SYSTEMS, INC.
CORPORATE
1989
SEAL
MARYLAND
O. Steven Jones
------------------------------------
O. Steven Jones, Assistant Secretary
Sylvan Learning Systems, Inc., Amended and Restated Bylaws
Reflecting all amendments adopted as of September 27, 1996
T:\DEPT\LEGAL\KDL\96BYLAWS.SKS Page 13 of 13