P A R E N T C O R P O R A T I O N
B Y L A W S
(As Amended January 13, 1993)
BYLAWS
OF
PARENT CORPORATION
(Incorporated under the laws of Maryland, November 20, 1992, and
herein referred to as the "Corporation")
ARTICLE I
STOCKHOLDERS
Section 1.01. ANNUAL MEETINGS. The Corporation shall
hold an annual meeting of the stockholders for the election of
directors and the transaction of any business within the powers
of the Corporation on such date during the month of April in each
year as shall be determined by the Board of Directors. Subject
to Article I, Section 1.11 of these Bylaws, any business of the
Corporation may be transacted at such annual meeting. Failure to
hold an annual meeting at the designated time shall not, however,
invalidate the corporate existence or affect otherwise valid
corporate acts.
Section 1.02. SPECIAL MEETINGS. At any time in the
interval between annual meetings, special meetings of the
stockholders may be called by the Chairman, President, or by the
Board of Directors or by the Executive Committee by vote at a
meeting or in writing with or without a meeting. Special
meetings of stockholders shall also be called by the Secretary of
the Corporation on the written request of stockholders entitled
to cast at least 25 percent of all the votes entitled to be cast
at the meeting.
Section 1.03. PLACE OF MEETINGS. All meetings of
stockholders shall be held at such place within the United States
as may be designated in the Notice of Meeting.
Section 1.04. NOTICE OF MEETINGS. Not less than
thirty (30) days nor more than ninety (90) days before the date
of every stockholders' meeting, the Secretary shall give to each
stockholder entitled to vote at such meeting and each other
stockholder 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, the purpose or purposes for which the
meeting is called, either by mail or by presenting it to him or
her personally or by leaving it at his or her 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 or her post office address as it appears on
the records of the Corporation, with postage thereon prepaid.
Notwithstanding the foregoing provision for notice, a waiver of
notice in writing, signed by the person or persons entitled to
such notice and filed with the records of the meeting, whether
before or after the holding thereof, or actual attendance at the
meeting in person or by proxy, shall be deemed equivalent to the
giving of such notice to such persons. Any meeting of
stockholders, annual or special, may adjourn from time to time
without further notice to a date not more than 120 days after the
original record date at the same or some other place.
Section 1.05. PRESIDING OFFICER AND SECRETARY AT
MEETINGS. At each meeting of stockholders the Chairman of the
Board, or in his or her absence the President, or in their
absence the person designated in writing by the Chairman of the
Board, or if no person is so designated, then a person designated
by the Board of Directors, shall preside as chairman of the
meeting; if no person is so designated, then the meeting shall
choose a chairman by a majority of all votes cast at a meeting at
which a quorum is present. The Secretary or in the absence of
the Secretary a person designated by the chairman of the meeting
shall act as secretary of the meeting.
Section 1.06. QUORUM. At any meeting of stockholders,
the presence in person or by proxy of stockholders entitled to
cast a majority of the votes thereat shall constitute a quorum;
but this section shall not affect any requirement under statute
or under the charter of the Corporation for the vote necessary
for the adoption of any measure. In the absence of a quorum, the
stockholders present in person or by proxy, by majority vote and
without further notice, may adjourn the meeting from time to time
to a date not more than 120 days after the original record date
until a quorum shall attend. At any 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 1.07. VOTES REQUIRED. Unless applicable law
or the charter of the Corporation provides otherwise, at a
meeting of stockholders, a majority of the total number of shares
outstanding and entitled to vote at a meeting, duly called and at
which a quorum is present, shall be required to take or authorize
action upon any matter which may properly come before the
meeting. Unless the charter provides for a greater or lesser
number of votes per share or limits or denies voting rights, each
outstanding share of stock, regardless of class, shall be
entitled to one vote on each matter submitted to a vote at a
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meeting of stockholders; but no share shall be entitled to any
vote if any installment payable thereon is overdue and unpaid.
Section 1.08. PROXIES. A stockholder may vote the
shares owned of record by him or her either in person or by proxy
executed in writing by the stockholder or by his or her duly
authorized attorney-in-fact. No proxy shall be valid after
eleven (11) months from its date, unless otherwise provided in
the proxy. Every proxy shall be in writing, subscribed by the
stockholder or his or her duly authorized attorney, and dated,
but need not be sealed, witnessed or acknowledged.
Section 1.09. LIST OF STOCKHOLDERS. At each meeting
of stockholders, a true and complete list of all stockholders
entitled to vote at such meeting, stating the number and class of
shares held by each, shall be furnished by the Secretary.
Section 1.10. INSPECTORS OF ELECTION. In advance of
any meeting of stockholders, the Board of Directors may appoint
Inspectors of Election to act at such meeting or at any
adjournment or adjournments thereof. If such Inspectors are not
so appointed or fail or refuse to act, the chairman of any such
meeting, upon the demand of stockholders present in person or by
proxy entitled to cast 25% of all the votes entitled to be cast
at the meeting, shall make such appointments.
If there are three (3) or more Inspectors of Election,
the decision, act or certificate of a majority shall be effective
in all respects as the decision, act or certificate of all. The
Inspectors of Election shall determine the number of shares
outstanding, the voting power of each, the shares represented at
the meeting, the existence of a quorum, the authenticity,
validity and effect of proxies; shall receive votes, ballots,
assents or consents, hear and determine all challenges and
questions in any way arising in connection with the vote, count
and tabulate all votes, assents and consents, and determine the
result; and do such acts as may be proper to conduct the election
and the vote with fairness to all stockholders. On request, the
Inspectors shall make a report in writing of any challenge,
question or matter determined by them, and shall make and execute
a certificate of any fact found by them.
No such Inspector need be a stockholder of the
Corporation.
Section 1.11. DIRECTOR NOMINATIONS AND STOCKHOLDER
BUSINESS.
(a) Nominations and Stockholder Business at Annual
Meetings of Stockholders. Nominations of persons for election to
the Board of Directors of the Corporation and the proposal of
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business to be considered by the stockholders may be made at an
annual meeting of stockholders (i) pursuant to the Corporation's
notice of meeting, (ii) by or at the direction of the Board of
Directors or (iii) by any stockholder of the Corporation who was
a stockholder of record at the time of giving of notice provided
for in this Section 1.11(a), who is entitled to vote at the
meeting and who complied with the notice procedures set forth in
this Section 1.11(a).
For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to
clause (iii) of paragraph (a) of this Section 1.11, the
stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a stockholder's
notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not less than 60 days nor
more than 90 days prior to the first anniversary of the preceding
year's annual meeting; provided, however, that in the event that
the date of the annual meeting is advanced by more than 30 days
or delayed by more than 60 days from such anniversary date,
notice by the stockholder to be timely must be so delivered not
earlier than the 90th day prior to such annual meeting and not
later than the close of business on the later of the 60th day
prior to such annual meeting or the tenth day following the day
on which public announcement of the date of such meeting is first
made. Such stockholder's notice shall set forth (i) as to each
person whom the stockholder proposes to nominate for election or
reelection as a director, all information relating to such person
that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (the "Exchange Act") (including such person's
written consent to being named in the proxy statement as a
nominee and to serving as a director if elected); (ii) as to any
other business that the stockholder proposes to bring before the
meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such
business at the meeting and any material interest in such
business of such stockholder and the beneficial owner, if any, on
whose behalf the proposal is made; and (iii) as to the
stockholder giving the notice and the beneficial owner, if any,
on whose behalf the nomination or proposal is made, the name and
address of such stockholder, as they appear on the Corporation's
books, and of such beneficial owner and the class and number of
shares of stock of the Corporation which are owned beneficially
and of record by such stockholder and such beneficial owner.
Notwithstanding anything in this paragraph (a) of
this Section 1.11 to the contrary, in the event that Section 2.02
of these Bylaws is amended, altered or repealed so as to increase
or decrease the maximum or minimum number of directors and there
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is no public announcement of such action at least 70 days prior
to the first anniversary of the preceding year's annual meeting,
a stockholder's notice required by this Section 1.11(a) shall
also be considered timely, but only with respect to nominees for
director, if it shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the
close of business on the tenth day following the day on which
such public announcement is first made by the Corporation.
(b) Director Nominations and Stockholder Business at
Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been
brought before the meeting pursuant to the Corporation's notice
of meeting. Nominations of persons for election to the Board of
Directors may be made at a special meeting of stockholders at
which directors are to be elected pursuant to the Corporation's
notice of meeting (i) by or at the direction of the Board of
Directors or (ii) provided that the Board of Directors has
determined that directors shall be elected at such special
meeting, by any stockholder of the Corporation who is a
stockholder of record at the time of giving of notice provided
for in this Section 1.11, who is entitled to vote at the meeting
and who complied with the notice procedures set forth in this
Section 1.11. In the event the Corporation calls a special
meeting of stockholders for the purpose of electing one or more
directors to the Board, any such stockholder may nominate a
person or persons (as the case may be) for election to such
position(s) as specified in the Corporation's notice of meeting,
if the stockholder's notice required by paragraph (a) of this
Section 1.11 shall be delivered to the Secretary at the principal
executive offices of the Corporation not earlier than the 90th
day prior to such special meeting and not later than the close of
business on the later of the 60th day prior to such special
meeting or the tenth day following the day on which public
announcement is first made of the date of the special meeting and
of the nominees proposed by the Board of Directors to be elected
at such meeting.
(c) General. Only such persons who are nominated in
accordance with the procedures set forth in this Section 1.11
shall be eligible to serve as directors and only such business
shall be conducted at a meeting of stockholders as shall have
been brought before the meeting in accordance with the procedures
set forth in this Section 1.11. The presiding officer of the
meeting shall have the power and duty to determine whether a
nomination or any business proposed to be brought before the
meeting was made in accordance with the procedures set forth in
this Section 1.11 and, if any proposed nomination or business is
not in compliance with this Section 1.11, to declare that such
defective nomination or proposal be disregarded.
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For purposes of this Section 1.11, "public
announcement" shall mean disclosure in a press release reported
by the Dow Jones New Service, Associated Press or comparable news
service or in a document publicly filed by the Corporation with
the Securities and Exchange Commission pursuant to Sections 13,
14 or 15(d) of the Exchange Act.
Notwithstanding the foregoing provisions of this
Section 1.11, a stockholder shall also comply with all applicable
requirements of state law and of the Exchange Act and the rules
and regulations thereunder with respect to the matters set forth
in this Section 1.11. Nothing in this Section 1.11 shall be
deemed to affect any rights of stockholders to request inclusion
of proposals in the Corporation's proxy statement pursuant to
Rule 14a-8 under the Exchange Act.
ARTICLE II
BOARD OF DIRECTORS
Section 2.01. POWERS. The business and affairs of the
Corporation shall be managed under the direction of its Board of
Directors. The Board of Directors may exercise all the powers of
the Corporation, except such as are by statute or the charter or
the Bylaws conferred upon or reserved to the stockholders.
Section 2.02. NUMBER OF DIRECTORS. The number of
directors of the Corporation shall be not less than seven (7) nor
more than eighteen (18). By vote of a majority of the Board of
Directors, the number of directors may be increased or decreased,
from time to time, within the limits above specified, providing
however, 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 2.03. CLASSIFICATION AND ELECTION OF
DIRECTORS. Beginning with the Board of Directors elected in
January, 1993, directors were classified with respect to the time
for which they were severally elected to hold office by dividing
them into three classes, as nearly equal in number as possible,
as follows:
Term Expires 1993 Term Expires 1994 Term Expires 1995
Lamar Alexander A. James Clark Caleb B. Hurtt
Norman R. Augustine Edwin I. Colodny Melvin R. Laird
John J. Byrne James L. Everett, III Gordon S. Macklin
Edward L. Hennessy, Jr. Allen E. Murray John W. Vessey, Jr.
Gwendolyn S. King A. Thomas Young
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At each succeeding Annual Meeting of Stockholders beginning in
1993, the class of directors then being elected will be elected
to hold office for a term of office to expire at the third
succeeding Annual Meeting of Stockholders after their election.
Each director will hold office for the term for which elected and
until his or her successor will have been elected and qualified.
No person shall be eligible to be elected as a director for a
term which expires after the first annual meeting of stockholders
after he or she reaches the age of 72 years.
Section 2.04. CHAIRMAN OF THE BOARD. The Board of
Directors shall designate from its membership a Chairman of the
Board, who shall have such powers and perform such duties as may
be prescribed by these Bylaws and assigned to him or her by the
Board of Directors pursuant to Section 4.02.
Section 2.05. REMOVAL. Any director, any class of
directors, or the Board of Directors may be removed from office
as a director at any time, but only for cause, by the affirmative
vote at a duly called meeting of stockholders of at least 80% of
the votes which all holders of the then outstanding shares of
capital stock of the Corporation would be entitled to cast at an
annual election of directors, voting together as a single class.
Section 2.06. VACANCIES. Vacancies in the Board of
Directors, except for vacancies resulting from an increase in the
number of directors, shall be filled only by a majority vote of
the remaining directors then in office, though less than a
quorum, except that vacancies resulting from removal from office
by a vote of the stockholders may be filled by the stockholders
at the same meeting at which such removal occurs. Vacancies
resulting from an increase in the number of directors shall be
filled only by a majority vote of the Board of Directors. All
directors elected by the Board of Directors to fill vacancies
shall, in accordance with Maryland law, stand for election at the
next Annual Meeting of Stockholders. No decrease in the number
of directors constituting the Board of Directors shall affect the
tenure of any incumbent director.
Section 2.07. REGULAR MEETINGS. After each meeting of
stockholders at which a Board of Directors, or any class thereof,
shall have been elected, the Board of Directors shall meet as
soon as practicable for the purpose of organization and the
transaction of other business, at such time and place within or
without the State of Maryland as may be designated by the Board
of Directors. Other regular meetings of the Board of Directors
shall be held on such dates and at such places within or without
the State of Maryland as may be designated from time to time by
the Board of Directors.
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Section 2.08. SPECIAL MEETINGS. Special meetings of
the Board of Directors may be called at any time, at any place,
and for any purpose by the Chairman of the Board, the President,
the Chairman of the Executive Committee, or by any officer of the
Corporation upon the request of a majority of the Board.
Section 2.09. NOTICE OF MEETINGS. Notice of the
place, day, and hour of every regular and special meeting of the
Board of Directors shall be given to each director twenty-four
(24) hours (or more) before the meeting, by telephoning the
notice to such director, or by delivering the notice to him or
her personally, or by sending the notice to him or her by
telegraph, or by facsimile, or by leaving the notice at his or
her residence or usual place of business, or, in the alternative,
by mailing such notice three (3) days (or more) before the
meeting, postage prepaid, and addressed to him or her at his or
her last known post office address, according to the records of
the Corporation. 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 or by facsimile, such notice shall be deemed to be given
when the telegram is delivered to the telegraph company or when
the facsimile is transmitted. If the notice be given by
telephone or by personal delivery, such notice shall be deemed to
be given at the time of the communication or delivery. Unless
required by these Bylaws or by resolution of the Board of
Directors, no notice of any meeting of the Board of Directors
need state the business to be transacted thereat. No notice of
any meeting of the Board of Directors need be given to any
director who attends or to any director who, in writing executed
and filed with the records of the meeting either before or after
the holding thereof, waives such notice. Any meeting of the
Board of Directors, regular or special, may adjourn from time to
time to reconvene at the same or some other place, and no further
notice need be given of any such adjourned meeting.
Section 2.10. PRESENCE AT MEETING. Members of the
Board, or of any committee thereof, may participate in a meeting
by means of conference telephone or similar communications
equipment by means of which all persons participating in the
meeting can hear each other at the same time. Participation in
this manner shall constitute presence in person at the meeting.
Section 2.11. PRESIDING OFFICER AND SECRETARY AT
MEETINGS. Each meeting of the Board of Directors shall be
presided over by the Chairman of the Board of Directors or in his
or her absence by the President or if neither is present by such
member of the Board of Directors as shall be chosen by the
meeting. The Secretary, or in his or her absence an Assistant
Secretary, shall act as secretary of the meeting, or if no such
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officer is present, a secretary of the meeting shall be
designated by the person presiding over the meeting.
Section 2.12. QUORUM. At all meetings of the Board of
Directors, one third (1/3) of the Board of Directors, but in no
case less than five (5) directors, shall constitute a quorum for
the transaction of business. Except in cases in which it is by
statute, by the charter, or by the Bylaws otherwise provided, the
vote of a majority of such quorum at a duly constituted meeting
shall be sufficient to pass any measure. In the absence of a
quorum, the directors present by majority vote and without notice
other than by announcement may adjourn the meeting from time to
time until a quorum shall be present. At any 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 2.13. COMPENSATION. Directors shall not
receive any stated salary for their services as Directors but, by
resolution of the Board of Directors, fees and expenses of
attendance, if any, may be provided to Directors for attendance
at each annual, regular or special meeting of the Board of
Directors or of any committee thereof; but nothing contained
herein shall be construed to preclude any Director from serving
the Corporation in any other capacity and receiving compensation
therefor.
Section 2.14. VOTING OF SHARES BY CERTAIN HOLDERS.
Notwithstanding any other provision of the charter of the
Corporation or these Bylaws, Title 3, Subtitle 7 of the
Corporations and Associations Article of the Annotated Code of
Maryland (or any successor statute) shall not apply to any
acquisition by General Electric Company of shares of stock of the
Corporation.
ARTICLE III
COMMITTEES
Section 3.01. EXECUTIVE COMMITTEE. The Board of
Directors, by resolution adopted by a majority of the Board of
Directors, may provide for an Executive Committee of two (2) or
more Directors. If provision be made for an Executive Committee,
the members thereof shall be elected by the Board of Directors to
serve at the pleasure of the Board of Directors. Unless a
chairman shall have been selected by the Board of Directors, the
President shall act as chairman thereof. During the intervals
between the meetings of the Board of Directors, the Executive
Committee shall possess and may exercise such powers in the
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management of the business and affairs of the Corporation as may
be authorized by the Board of Directors, subject to applicable
law. All action by the Executive Committee shall be reported to
the Board of Directors at its meeting next succeeding such
action, and shall be subject to revision and alteration by the
Board of Directors. Vacancies in the Executive Committee shall
be filled by the Board of Directors.
Section 3.02. FINANCE COMMITTEE. The Board of
Directors by resolution adopted by a majority of the Board of
Directors may provide for a Finance Committee of three (3) or
more Directors. If provision is made for a Finance Committee,
the members of the Finance Committee shall be elected by the
Board of Directors to serve at the pleasure of the Board of
Directors. The Board of Directors shall designate from among the
membership of the Finance Committee a chairman. During the
intervals between the meetings of the Board of Directors, the
Finance Committee shall, except when such powers are by statute
or the charter or the Bylaws either reserved to the full Board of
Directors or delegated to another committee of the Board of
Directors, possess and may exercise all of the powers of the
Board of Directors in the management of the financial affairs of
the Corporation, including but not limited to establishing bank
lines of credit or other short-term borrowing arrangements and
investing excess working capital funds on a short-term basis.
The Finance Committee will review all proposed changes to the
capital structure of the Corporation, including the incurrence of
long-term indebtedness and the issuance of additional equity
securities, and will make suitable recommendations to the Board
of Directors. It will likewise review on an annual basis the
proposed capital expenditure and contributions budgets of the
Corporation and make recommendations to the Board of Directors
for their adoption. It will review the financial impact of the
implementation of all compensation and employee benefit plans and
of any amendments or modifications thereto, will approve the
actuarial assumptions and financial policies pertaining to the
investment of funds related to such plans, and it will further
review such plans to ensure that they are operated in accordance
with existing legal requirements and sound financial principles.
All action by the Finance Committee shall be reported to the
Board of Directors at its meeting next succeeding such action and
shall be subject to revision and alteration by the Board of
Directors. Vacancies in the Finance Committee shall be filled by
the Board of Directors.
Section 3.03. AUDIT AND ETHICS COMMITTEE. The Board
of Directors by resolution adopted by a majority of the Board of
Directors shall provide for an Audit and Ethics Committee of
three or more Directors who are not officers or employees of the
Corporation, and who are otherwise independent of management and
free from any relationship that, in the opinion of the Board of
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Directors, would interfere with the exercise of the independent
judgment of each member as a Committee member. The members of
the Audit and Ethics Committee shall be elected by the Board of
Directors to serve at the pleasure of the Board of Directors.
The Board of Directors shall designate from among the membership
of the Audit and Ethics Committee a chairman. The Audit and
Ethics Committee shall, except when such powers are by statute or
the charter or the Bylaws either reserved to the full Board of
Directors or delegated to another committee of the Board of
Directors, possess and may exercise the powers of the Board of
Directors relating to all accounting and auditing matters of this
Corporation. The Audit and Ethics Committee shall recommend to
the Board of Directors the selection of and monitor the
independence of the independent public accountants for this
Corporation and prior to the end of the Corporation's fiscal year
shall review the scope and timing of the work to be performed and
the compensation to be paid to the accountants selected by the
Board; review with the Corporation's management and the
independent public accountants the financial accounting and
reporting principles appropriate for the Corporation, the
policies and procedures concerning audits, accounting and
financial controls, and any recommendations to improve existing
practices, and the qualifications and work of the Corporation's
internal auditing staff; review with the Corporation's
independent public accountants the results of their audit and
their report including any changes in accounting principles and
any significant amendments; and shall meet with the Corporation's
internal audit department representative to review the plan and
scope of work of the internal auditing staff. The Committee
shall hold quarterly meetings, and shall separately meet in
executive session, with the Corporation's independent public
accountants and internal audit department representative to
review and resolve all matters of concern presented to the
Committee. The Committee shall monitor compliance with the Code
of Ethics and Standards of Conduct and shall review and resolve
all matters of concern presented to it by the Corporate Ethics
Committee or the Corporate Ethics Office. The Committee shall
review and monitor the adequacy of the Corporation's policies and
procedures, as well as the organizational structure, for ensuring
compliance with environmental laws and regulations; review, at
least annually, the Corporation's record of compliance with
environmental laws and regulations and the policies and
procedures relating thereto; review with the Corporation's
management significant environmental litigation and regulatory
proceedings in which the Corporation is or may become involved;
and review the accounting and financial reporting issues,
including the adequacy of disclosure, for all environmental
matters. The Committee shall have the power to investigate any
matter falling within its jurisdiction, and it shall also perform
such other functions and exercise such other powers as may be
delegated to it from time to time by the Board of Directors. All
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action by the Audit and Ethics Committee shall be reported to the
Board of Directors at its meeting next succeeding such action and
shall be subject to revision and alteration by the Board of
Directors. Vacancies in the Audit and Ethics Committee shall be
filled by the Board of Directors.
Section 3.04. COMPENSATION COMMITTEE. The Board of
Directors by resolution adopted by a majority of the Board of
Directors may provide for a Compensation Committee of three (3)
or more Directors who are not officers or employees of the
Corporation. If provision is made for a Compensation Committee,
the members of the Compensation Committee shall be elected by the
Board of Directors to serve at the pleasure of the Board of
Directors. The Board of Directors shall designate from among the
membership of the Compensation Committee a chairman. The
Compensation Committee shall recommend to the Board of Directors
the compensation to be paid for services of elected officers of
the Corporation. The Compensation Committee shall have the power
to fix the compensation of all employees, except elected
officers, whose compensation is at such rate as may be
established by resolution of the Board of Directors from time to
time and to approve the benefits provided by any bonus,
supplemental, and special compensation plans, including pension,
insurance, and health plans, except such powers as are by statute
or the charter or the Bylaws reserved to the full Board of
Directors. The Compensation Committee shall serve as the Stock
Option Committee of the Board, and it shall also perform such
other functions and exercise such other powers as may be
delegated to it from time to time by the Board of Directors. All
action by the Compensation Committee shall be reported to the
Board of Directors at its meeting next succeeding such action and
shall be subject to revision and alteration by the Board of
Directors. Vacancies in the Compensation Committee shall be
filled by the Board of Directors.
Section 3.05. NOMINATING COMMITTEE. The Board of
Directors by resolution adopted by a majority of the Board of
Directors may provide for a Nominating Committee of three (3) or
more Directors who are not officers or employees of the
Corporation. If provision is made for a Nominating Committee,
the members of the Nominating Committee shall be elected by the
Board of Directors to serve at the pleasure of the Board of
Directors. The Board of Directors shall designate from among the
membership of the Nominating Committee a committee chairman. The
Nominating Committee shall make recommendations to the Board of
Directors concerning the fees for the Board of Directors and
other compensation, the composition of the Board including its
size and the qualifications for membership, and the Nominating
Committee shall recommend to the Board of Directors nominees for
election to fill any vacancy occurring in the Board and to fill
new positions created by an increase in the authorized number of
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directors of the Corporation. Annually the Nominating Committee
shall recommend to the Board of Directors a slate of directors to
serve as management's nominees for election by the stockholders
at the annual meeting. Vacancies in the Nominating Committee
shall be filled by the Board of Directors.
Section 3.06. OTHER COMMITTEES. The Board of
Directors may by resolution provide for such other standing or
special committees, composed of two or more Directors, and
discontinue the same at its pleasure. Each such committee shall
have such powers and perform such duties, not inconsistent with
law, as may be assigned to it by the Board of Directors.
Section 3.07. MEETINGS OF COMMITTEES. Each committee
of the Board of Directors shall fix its own rules of procedure
consistent with the provisions of the Board of Directors
governing such committee, and shall meet as provided by such
rules or by resolution of the Board of Directors, and it shall
also meet at the call of its chairman or any two (2) members of
such committee. Unless otherwise provided by such rules or by
such resolution, the provisions of the article of these Bylaws
entitled the "Board of Directors" relating to the place of
holding and notice required of meetings of the Board of Directors
shall govern committees of the Board of Directors. A majority of
each committee shall constitute a quorum thereof; provided,
however, that in the absence of any member of such committee, the
members thereof present at any meeting, whether or not they
constitute a quorum, may appoint a member of the Board of
Directors to act in the place of such absent member. Except in
cases in which it is otherwise provided by the rules of such
committee or by resolution of the Board of Directors, the vote of
a majority of such quorum at a duly constituted meeting shall be
sufficient to pass any measure.
ARTICLE IV
OFFICERS
Section 4.01. EXECUTIVE OFFICERS -- ELECTION AND TERM
OF OFFICE. The Executive Officers of the Corporation shall be a
Chairman of the Board, a President, such number of Vice
Presidents as the Board of Directors may determine, a Secretary
and a Treasurer. The Chairman of the Board and the President
shall be chosen from among the Directors. The Executive Officers
shall be elected annually by the Board of Directors at its first
meeting following the Annual Meeting of Stockholders and each
such officer shall hold office until the corresponding meeting of
the Board of Directors in the next year and until his or her
successor shall have been duly chosen and qualified or until his
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or her death or until he or she shall have resigned, or shall
have been removed from office in the manner provided in this
Article. Any vacancy in any of the above offices may be filled
for the unexpired portion of the term by the Board of Directors
at any regular or special meeting.
Section 4.02. CHAIRMAN OF THE BOARD. The Chairman of
the Board shall be the Chief Executive Officer of the Corporation
and shall preside at all meetings of the stockholders and of the
Board of Directors. Subject to the authority of the Board of
Directors, he or she shall have general charge and supervision of
the business and affairs of the Corporation. He or she may sign
with the Secretary or an Assistant Secretary certificates of
stock of the Corporation. He or she shall have the authority to
sign and execute in the name of the Corporation all deeds,
mortgages, bonds, contracts or other instruments. He or she
shall have the authority to vote stock in other corporations, and
he or she shall perform such other duties of management as may be
prescribed by a resolution or resolutions or as otherwise may be
assigned to him or her by the Board of Directors. He or she
shall have the authority to delegate such authorization and power
as vested in him or her by these Bylaws to some other officer or
employee or agent of the Corporation as he or she shall deem
appropriate.
Section 4.03. PRESIDENT. The President shall be the
Chief Operating Officer of the Corporation. He or she shall have
general charge and supervision of the operations of the
Corporation and shall have such other powers and duties of
management as from time to time may be assigned to him or her by
the Board of Directors or the Chief Executive Officer.
Section 4.04. VICE PRESIDENTS. The Corporation shall
have one (1) or more Vice Presidents, including Senior Vice
Presidents as appropriate, as elected from time to time by the
Board of Directors. The Vice Presidents shall perform such
duties as from time to time may be assigned to them by the
President or the Chief Executive Officer.
Section 4.05. SECRETARY. The Secretary shall keep the
minutes of the meetings of the stockholders and of the Board of
Directors, in books provided for the purpose; shall see that all
notices of such meetings are duly given in accordance with the
provisions of the Bylaws of the Corporation, or as required by
law; may sign certificates of stock of the Corporation with the
Chairman of the Board; shall be custodian of the corporate seal;
shall see that the corporate seal is affixed to all documents,
the execution of which, on behalf of the Corporation, under its
seal, is duly authorized, and when so affixed may attest the
same; and in general, shall perform all duties incident to the
office of a secretary of a corporation, and such other duties as
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from time to time may be assigned to the Secretary by the
Chairman of the Board.
Section 4.06. TREASURER. The Treasurer shall have
charge of and be responsible for all funds, securities, receipts
and disbursements of the Corporation, and shall deposit, or cause
to be deposited, in the name of the Corporation, all monies or
other valuable effects in such banks, trust companies, or other
depositories as shall, from time to time, be selected by the
Board of Directors; and in general, shall perform all the duties
incident to the office of a treasurer of a corporation, and such
other duties as from time to time may be assigned to him or her
by the President.
Section 4.07. SUBORDINATE OFFICERS. The subordinate
officers shall consist of such assistant officers and agents as
may be deemed desirable and as may be appointed by the Chief
Executive Officer or the President. Each such subordinate
officer shall hold office for such period, have such authority
and perform such duties as the Chief Executive Officer or the
President may prescribe.
Section 4.08. WHEN DUTIES OF AN OFFICER MAY BE
DELEGATED. In the case of the absence or disability of an
officer of the Corporation or for any other reason that may seem
sufficient to the Board of Directors, the Board, or any officer
designated by it, may, for the time being, delegate such
officer's duties and powers to any other person.
Section 4.09. OFFICERS HOLDING TWO OR MORE OFFICES.
Any two (2) of the above mentioned offices, except those of
President and a Vice president, may be held by the same person,
but no officer shall execute, acknowledge or verify any
instrument in more than one capacity, if such instrument be
required by law, by the charter or by these Bylaws, to be
executed, acknowledged or verified by any two (2) or more
officers.
Section 4.10. COMPENSATION. The Board of Directors
shall have power to fix the compensation of all officers and
employees of the Corporation.
Section 4.11. RESIGNATIONS. Any officer may resign at
any time by giving written notice to the Board of Directors or to
the president or the Secretary of the Corporation. Any such
resignation shall take effect simultaneously with or at any time
subsequent to its delivery as shall be specified therein; and,
unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
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Section 4.12. REMOVAL. Any officer of the Corporation
may be removed, with or without cause, by the Board of Directors,
if such removal is determined in the judgment of the Board of
Directors to be in the best interests of the Corporation, and any
officer of the Corporation duly appointed by another officer may
be removed, with or without cause, by such officer.
ARTICLE V
STOCK
Section 5.01. CERTIFICATES. Each stockholder shall be
entitled to a certificate or certificates which shall represent
and certify the number and kind of shares of stock owned by him
or her in the Corporation. Such certificates shall be signed by
the Chairman of the Board and countersigned by the Secretary or
an Assistant Secretary, and sealed with the seal of the
Corporation or a facsimile of such seal. Stock certificates
shall be in such form, not inconsistent with law or with the
charter, as shall be approved by the Board of Directors. When
certificates for stock of any class are countersigned by a
transfer agent, other than the Corporation or its employee, or by
a registrar, other than the Corporation or its employee, any
other signature on such certificates may be a facsimile. In case
any officer of the Corporation who has signed any certificate
ceases to be an officer of the Corporation, whether because of
death, resignation or otherwise, before such certificate is
issued, the certificate may nevertheless be issued and delivered
by the Corporation as if the officer had not ceased to be such
officer as of the date of its issue.
Section 5.02. TRANSFER OF SHARES. Shares of stock
shall be transferable only on the books of the Corporation by the
holder thereof, in person or by duly authorized attorney, upon
the surrender of the certificate representing the shares to be
transferred, properly endorsed. The Board of Directors shall
have power and authority to make such other rules and regulations
concerning the issue, transfer and registration of certificates
of stock as it may deem expedient.
Section 5.03. TRANSFER AGENTS AND REGISTRARS. The
Corporation may have one (1) or more transfer agents and one (1)
or more registrars of its stock, whose respective duties the
Board of Directors may, from time to time, define. No
certificate of stock shall be valid until countersigned by a
transfer agent, if the Corporation has a transfer agent, or until
registered by a registrar, if the Corporation has a registrar.
The duties of transfer agent and registrar may be combined.
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Section 5.04. STOCK LEDGERS. Original or duplicate
stock ledgers, containing the names and addresses of the
stockholders of the Corporation and the number of shares of each
class held by them respectively, shall be kept at an office or
agency of the Corporation in such city or town as may be
designated by the Board of Directors. If no other place is so
designated such original or duplicate stock ledgers shall be kept
at an office or agency of the Corporation in New York, New York
or Baltimore, Maryland.
Section 5.05. RECORD DATES. The Board of Directors is
hereby empowered to fix, in advance, a date as the 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 rights, or in order to make a determination of stockholders
for any other proper purpose. Such date in any case shall be not
more than ninety (90) days and, in case of a meeting of
stockholders, not less than thirty (30) days, prior to the date
on which the particular action, requiring such determination of
stockholders, is to be taken. If a record date is not set and
the transfer books are not closed, the record date for the
purpose of making any proper determination with respect to
stockholders shall be fixed in accordance with applicable law.
Section 5.06. NEW CERTIFICATES. In case any
certificate of stock is lost, stolen, mutilated or destroyed, the
Board of Directors may authorize the issue of a new certificate
in place thereof upon such terms and conditions as it may deem
advisable; or the Board of Directors may delegate such power to
any officer or officers or agents of the Corporation; but the
Board of Directors or such officer or officers, in their
discretion, may refuse to issue such new certificate save upon
the order of some court having jurisdiction in the premises.
ARTICLE VI
INDEMNIFICATION
Section 6.01. INDEMNIFICATION OF DIRECTORS, OFFICERS,
AND EMPLOYEES. The Corporation shall indemnify and hold harmless
to the fullest extent permitted by, and under, applicable law as
it presently exists and as is further set forth in Section 6.02
below or as may hereafter be amended any person who is or was a
director, officer or employee of the Corporation or who is or was
serving at the request of the Corporation as a director, officer
or employee of another corporation or entity (including service
with employee benefit plans), who by reason of this status or
service in that capacity was, is, or is threatened to be made a
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party or is otherwise involved in any action, suit or proceeding,
whether civil, criminal, administrative, or investigative. Such
indemnification shall be against all liability and loss suffered
and expenses (including, but not limited to, attorneys' fees,
judgments, fines, penalties, and amounts paid in settlement)
actually and reasonably incurred by the individual in connection
with such proceeding. Provided, however, that the Corporation
shall not be required to indemnify a person in connection with an
action, suit or proceeding initiated by such person unless the
action, suit or proceeding was authorized by the Board of
Directors of the Corporation.
Section 6.02. STANDARD. Maryland General Corporation
Law Section 2-418, on February 28, 1991, provided generally that
a corporation may indemnify any individual made a party to a
proceeding by reason of service on behalf of the corporation
unless it is established that:
(i) The act or omission of the
individual was material to the matter giving
rise to the proceeding; and
(1) Was committed in bad faith;
or
(2) Was the result of active and
deliberate dishonesty; or
(ii) The individual actually received
an improper personal benefit in money,
property, or services; or
(iii) In the case of any criminal
proceeding, the individual had reasonable
cause to believe that the act or omission was
unlawful.
Section 6.03. ADVANCE PAYMENT OF EXPENSES. The
Corporation shall pay or reimburse reasonable expenses in advance
of a final disposition of the proceeding and without requiring a
preliminary determination of the ultimate entitlement to
indemnification provided that the individual first provides the
Corporation with: (a) a written affirmation of the individual's
good faith belief that the individual meets the standard of
conduct necessary for indemnification under the laws of the State
of Maryland; and (b) a written undertaking by or on behalf of the
individual to repay the amount advanced if it shall ultimately be
determined that the applicable standard of conduct has not been
met.
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Section 6.04. GENERAL. The Board of Directors, by
resolution, may authorize the management of the Corporation to
act for and on behalf of the Corporation in all matters relating
to indemnification within any such limits as may be specified
from time to time by the Board of Directors, all consistent with
applicable law.
The rights conferred on any person by this Article VI
shall not be exclusive of any other rights which such person may
have or hereafter acquire under any statute, provision of the
charter of the Corporation, these Bylaws, agreement, vote of the
stockholders or disinterested directors or otherwise.
Repeal or modification of this Article or the relevant
law shall not affect adversely any rights or obligations then
existing with respect to any facts then or theretofore existing
or any action, suit or proceeding theretofore or thereafter
brought or threatened based in whole or in part upon any such
facts.
ARTICLE VII
SUNDRY PROVISIONS
Section 7.01. SEAL. The corporate seal of the
Corporation shall bear the name of the Corporation and the words
"Incorporated 1992 Maryland" and "Corporate Seal."
Section 7.02. VOTING OF STOCK IN OTHER CORPORATIONS.
Any shares of stock in other corporations or associations, which
may from time to time be held by the Corporation, may be
represented and voted at any of the stockholders' meetings
thereof by the Chairman or President of the Corporation or by
proxy or proxies appointed by the Chairman or President of the
Corporation. The Board of Directors or Chairman, however, may by
resolution or delegation appoint some other person or persons to
vote such shares, in which case such person or persons shall be
entitled to vote such shares upon the production of a certified
copy of such resolution or delegation.
Section 7.03. AMENDMENTS. The Board of Directors
shall have the exclusive power, at any regular or special meeting
thereof, to make and adopt new Bylaws, or to amend, alter, or
repeal any Bylaws of the Corporation, provided such revisions are
not inconsistent with the charter or statute.
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C E R T I F I C A T E A S T O B Y L A W S
I, ________________________________________________,
_________________________ Secretary of PARENT CORPORATION hereby
certify that the foregoing is a true, correct and complete copy
of the Bylaws of PARENT CORPORATION and that such Bylaws are in
full force and effect as of the date of this certificate.
WITNESS my hand and the seal of PARENT CORPORATION,
this ___________ day of ____________________________, 19______.
_________________________________
Secretary
CORPORATE SEAL
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