ARTICLES OF INCORPORATION
FOR
INDUSTRIAL TRAINING CORPORATION
FIRST: The undersigned, William J. Schmidt, whose post
office address is 13404 Bartlett Street, Rockville, Maryland 20853, being
at least twenty-one years of age, does hereby form a corporation under the
general laws of Maryland.
SECOND: The name of the corporation is INDUSTRIAL
TRAINING CORPORATION.
THIRD: The purposes for which this corporation is formed
are as follows:
To engage in the business of producing and marketing
videotapes and other training programs for use by business enterprises and
governmental agencies, and in related activities.
To hold, purchase, or otherwise acquire, sell, assign,
transfer, mortgage, pledge or otherwise dispose of shares of the capital
stock and bonds, debentures or other evidences of indebtedness created by
any corporation or corporations, and while the holder thereof, exercise
all the rights and privileges of ownership, including the right to vote
thereon.
To buy, sell, exchange, lease and otherwise acquire,
hold, own, maintain, control, work, develop, improve, alter, real estate,
chattels and personal property of every class and description.
To borrow or raise monies for any of the purposes of the
corporation, and to issue bonds, debentures, or other obligations of the
corporation and, at the option of the corporation, to secure the
____________ mortgage, pledge, deed of trust or otherwise.
To acquire and undertake the good will, property rights,
franchises, contracts and assets of every manner and kind and the
liabilities of any person, fixed association or corporation, either wholly
or in part, and pay for the same in cash, stock or bonds of the
corporation, or otherwise.
In general, to carry on any other business in connection
with the foregoing, and to have and exercise all the powers conferred by
the laws of the State of Maryland and upon corporations formed under said
laws, and to do any and all the things hereinbefore set forth to the same
extent as natural persons might or could do.
It is intended that each of the objects, purposes and
powers hereinabove set out shall be regarded as an independent object,
purpose and power and, in addition to all the powers conferred by the laws
of the State of Maryland, the corporation shall have the power to do any
and all lawful acts and to carry on any other business which may be usual,
necessary, incidental or convenient in connection with any business,
objects and powers of the corporation as above expressed.
FOURTH: The post office address of the principal office
of the corporation is 14406 Nadine Drive, Rockville, Maryland 20853. The
name and address of the initial registered agent is William J. Schmidt,
13404 Bartlett Street, Rockville, Maryland 20853. Said registered agent
is a citizen of this State and actually resides herein.
FIFTH: The total number of shares of stock which the
corporation shall have the authority to issue is 300,000 shares of Common
Stock, all of one (1) class, the par value of such shares to be ten cents
($.10) per share. The aggregate par value of all shares of stock is
$30,000.
SIXTH: The number of directors of the corporation shall
be four (4), which number may be increased or decreased pursuant to the
By-Laws of the corporation, but shall never be less than three (3). The
names of the directors who shall act until the first annual meeting or
until their successors are duly chosen and qualify are Gerald Kaiz,
William J. Schmidt, J. H. Walton and John Sanders.
SEVENTH: The following provisions are hereby adopted for
the purpose of defining, limiting and regulating the powers of the
corporation and of the directors and stockholders.
The shareholders of this corporation shall not have the
preemptive right to acquire additional shares of the corporation's stock.
The Board of Directors of the corporation is empowered to
authorize the issuance from time to time of shares of its stock of any
class, whether now or hereafter authorized, or securities convertible into
shares of its stock of any class or classes, whether now or hereafter
authorized.
The Board of Directors of the corporation may classify or
reclassify any unissued shares by fixing or altering in any one or more
respects, from time to time before issuance of such shares, the
preferences, rights, voting powers, restrictions and qualifications of,
the dividends or the times and prices of redemption of, and the conversion
rights of such shares.
This corporation reserves the right to amend, alter,
change or repeal any provision contained in these Articles of
Incorporation in the manner now or hereafter prescribed by statutes of the
State of Maryland.
EIGHTH: The duration of the corporation shall be
perpetual.
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IN WITNESS WHEREOF, I have signed these Articles of
Incorporation on January 26, 1977, and I acknowledge the same to be my
act.
/s/ /s/
_____________________________ _______________________
Witness Incorporator
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INDUSTRIAL TRAINING CORPORATION
ARTICLES OF AMENDMENT
INDUSTRIAL TRAINING CORPORATION, a Maryland corporation,
having its principal office in Montgomery County, Maryland (hereinafter
called "the Corporation"), hereby certifies to the State Department of
Assessments and Taxation that:
FIRST: The Charter of the Corporation is hereby amended
by striking out Article FIFTH and inserting in lieu thereof the following:
"The total number of shares of stock which the
corporation shall have the authority to issue is
4,000,000 shares of Common Stock, all of one (1) class,
the par value of such shares to be ten cents ($.10) per
share. The aggregate par value of all shares of stock is
$400,000.00."
SECOND: The board of directors of the Corporation, at a
meeting fully convened and held on November 16, 1983, adopted resolutions
in which were set forth the foregoing amendments to the Charter, declaring
that the said amendments of the Charter were advisable and directing that
they be submitted for action thereon at a special meting of the
stockholders of the Corporation to be held on December 14, 1983.
THIRD: Notice setting forth the said amendments of
Charter and stating that a purpose of the meeting of the stockholders
would be to take action thereon, was given as required by law, to all
stockholders of the Corporation entitled to vote thereon; and like notice
was given to all stockholders of the Corporation not entitled to vote
thereon, whose contract rights as expressly set forth in the Charter would
be altered by the amendments. The amendments of the Charter of the
Corporation as hereinabove set forth were approved by the stockholders of
the Corporation at said meeting by the affirmative vote of two-thirds
(2/3) of all the votes entitled to be case thereon.
FOURTH: The amendments of the Charter of the Corporation
as hereinabove set forth have been duly advised by the board of directors
and approved by the stockholders of the Corporation.
FIFTH:
a. The total number of shares of all classes of
stock of the Corporation heretofore authorized, and the number and par
value of the shares of each class are as follows: 300,000 shares, all of
one (1) class, with ten cent ($.10) par value.
b. The total number of shares of all classes of
stock of the Corporation as increased, and the number and par value of the
shares of each class, are as follows: 4,000,000 shares, all of one (1)
class, with ten cent ($.10) par value.
c. The capital stock of the Corporation is not
divided into classes.
IN WITNESS WHEREOF, INDUSTRIAL TRAINING CORPORATION has
caused these presents to be signed in its name and on its behalf by its
President and its corporate seal to be hereunto affixed and attested by
its Secretary or Assistant Secretary on June 4, 1984, and its President
acknowledges that these Articles of Amendment are the act and deed of
Industrial Training Corporation and, under the penalties of perjury, that
the matters and facts set forth herein with respect to authorization and
approval are true in all material respects to the best of his knowledge,
information and belief.
ATTEST: INDUSTRIAL TRAINING CORPORATION
/s/ By: /s/
_________________________ ______________________________
Assistant Secretary President
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INDUSTRIAL TRAINING CORPORATION
ARTICLES OF AMENDMENT
INDUSTRIAL TRAINING CORPORATION, a Maryland corporation,
having its principal office in Montgomery County, Maryland (hereinafter
called "the Corporation"), hereby certifies to the State Department of
Assessments and Taxation that:
FIRST: The charter of the corporation is hereby amended
by deleting Articles SIXTH and SEVENTH and inserting the following in lieu
thereof:
"SIXTH: (1) The number of directors shall not be less
than three nor more than seven, the exact number of directors to be
determined from time to time by resolution adopted by a majority of the
entire Board, and such exact number shall be five until otherwise
determined by resolution adopted by a majority of the entire Board. As
used in this Article SIXTH, "entire Board" means the total number of
directors which the Corporation would have if there were no vacancies. In
the event that the Board is increased by such a resolution, the vacancy or
vacancies so resulting shall, unless otherwise required by law, be filled
by a vote of the majority of the directors then in office. No decrease in
the Board shall shorten the term of any incumbent directors. Unless
otherwise required by law, only the Board of Directors shall have the
power to fix, increase or decrease the number of directors or fill any
vacancies in the Board which may exist.
(2) The Board of Directors shall be
divided into three classes as nearly equal in number as may be, with the
term of office of Class I expiring at the annual meeting of shareholders
in 1985, of Class II expiring at the annual meeting of shareholders in
1986, and of Class III expiring at the annual meeting of shareholders in
1987. The following preset directors are hereby designated initial
members of the classes as indicated below:
Class I Class II Class III
James H. Walton John D. Sanders George DeVaux
Gerald H. Kaiz Richard E. Thomas
(3) At each annual meeting of shareholders, directors
chosen to succeed those whose terms then expire shall be elected for a
term of office expiring at the third succeeding annual meeting of
shareholders after their election. When the number of directors is
increased by the Board and any newly created directorships are filled by
the Board, there shall be no classification of the additional directors
until the next annual meeting of shareholders. Directors elected to fill
a vacancy, subject to the foregoing, shall hold office for a term expiring
at the annual meeting at which the term of the class to which they shall
have been elected expires.
"SEVENTH: The following provisions are here by adopted
for the purpose of defining, limiting and regulating the powers of this
Corporation and of its directors and stockholders:
"A. The shareholders of this Corporation shall not have
the preemptive right to acquire additional shares of the Corporation's
stock."
"B. Any or all of the directors may be removed by the
shareholders only for cause and only by the affirmative vote of seventy
percent (70%) of all the shares entitled to be voted in the election of
directors (considered for this purpose as one class). For the purposes
hereof, and except as may otherwise be provided by law, 'cause' shall mean
conviction for a felony, or an adjudication by a court of competent juris-
diction of negligence by the director in the performance of his duty to
the Corporation in a matter of substantial importance to the Corporation,
and such conviction or adjudication is no longer subject to direct appeal.
"C. (1) Except as set forth in Section (4) of this
Article SEVENTH C:
(a) any merger or consolidation of the Corporation or
any of its 'affiliates' with another corporation or the merger of any
other corporation into the Corporation or any of its 'affiliates';
(b) any sale, lease, exchange or other disposition of
all or any 'substantial part' of the assets of the Corporation or any of
its 'affiliates' to or with any other corporation, person or other entity;
or
(c) any sale, lease, exchange or other disposition to
the Corporation or any of its 'affiliates' of any assets, cash, or
securities of any other corporation, person or entity in exchange for
securities of the Corporation or any of its 'affiliates', shall require
the affirmative vote or consent of the holders of shares representing
(i) at least seventh percent (70%) of the votes of all
classes of stock of the Corporation entitled to vote in the election of
directors, considered for the purposes of this Article as one class, and
(ii) at least a majority of the votes of all such
classes of stock of the Corporation, considered for the purposes of this
Article as one class, which are not 'beneficially owned,' directly or
indirectly, by such other corporation, person or other entity, if, as of
the record date for the determination of stockholders entitled to notice
thereof and to vote thereon or consent thereto, such other corporation,
person or other entity is the 'beneficial owner', directly or indirectly,
of shares possessing more than ten percent (10%) of the votes of the
outstanding shares of stock of the Corporation entitled to vote in the
election of directors, considered for the purposes of this Article SEVENTH
C., as one class. Such affirmative vote or consent shall be in lieu of
any lesser vote or consent of the holders of the stock of the Corporation
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otherwise required by law or any agreement or contract to which the
Corporation is a party, and shall be in addition to any class vote to
which any class of stock may be entitled,
(2) For the purposes of this Article SEVENTH C., and
without limiting the definition of 'beneficial owner' or 'beneficially
own', any corporation, person or other entity shall be deemed to be the
'beneficial owner' of or to 'beneficially own' any share of stock of the
Corporation (a) which it has the right to acquire either immediately or at
some future date pursuant to any agreement, or upon exercise of conversion
rights, warrants or options, or otherwise, or (b) which is 'beneficially
owned,' directly or indirectly (including shares deemed owned through
application of the foregoing clause (a) of this Section (2), by any other
corporation, person or other entity either with which it is or its
'affiliates' or 'associates' has any agreement, arrangement or understand-
ing for the purpose of acquiring, holding, voting or disposing of stock of
the Corporation, or which is its 'affiliate' or 'associate' as those terms
are defined in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934 as in effect from time to time or any
successor provision. Also, for purposes of this Article SEVENTH C., the
'outstanding' shares of any class of stock of the Corporation shall
include shares deemed owned through application of the foregoing clauses
(a) and (b) of this Section (2), but shall not include any other shares
which may be issuable either immediately or at some future date pursuant
to any agreement, or upon exercise of conversion rights, warrants or
options, or otherwise.
(3) The Board of Directors of the Corporation shall have
the power and duty to determine for the purposes of this Article SEVENTH
C., on the basis of information known to the Corporation, whether (a) any
corporation, person or other entity 'beneficially owns,' directly or
indirectly, more than ten percent (10%) of the shares of stock of the
Corporation entitled to vote in the election of directors, (b) any
corporation, person or other entity is an 'affiliate' or 'associate' of
another, (c) any proposed sale, lease, exchange or other disposition of
part of the assets of the Corporation or any of its 'affiliates' involves
a 'substantial part' of the assets of the Corporation or such 'affiliate',
and (d) the issuance of shares by the Corporation to a wholly-owned sub-
sidiary is pat of a plan to transfer such shares to another corporation,
person or other entity which is the 'beneficial owner' of more than ten
percent (10%) of the outstanding voting shares of the Corporation, as
referred to in Section (4) hereof. Any such determination made in good
faith shall be conclusive and binding for all purposes of this Article
SEVENTH C.
(4) (a) The provisions of this Article SEVENTH C.,
shall not apply to any transaction described in clauses (a), (b) or (c) of
Section (1) hereof if (i) the Board of Directors of the Corporation shall
have approved any transaction described in Section (1) hereof prior to the
time that such other corporation, person or other entity shall become a
'beneficial owner,' directly or indirectly, of shares possessing more than
ten percent (10%) of the votes of all the outstanding shares of stock of
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the Corporation entitled to vote in the election of directors, or (ii) all
of the outstanding shares of all classes of stock of such other corpora-
tion, whether or not entitled to vote in the election of directors, are
owned of record or beneficially, directly or indirectly, by the
Corporation and the Certificate of Incorporation of the Corporation is not
amended in connection with such transaction (or, in the events of a con-
solidation or a merger in which the Corporation is not the survivor, the
certificate of incorporation of the consolidated or surviving corporation
contains provisions substantially similar to those in this Article
SEVENTH); provided, however, that nothing in this clause (ii) shall permit
the Corporation to issue any of its shares of stock entitled to vote in
the election of directors to a wholly-owned subsidiary if such issuance is
pat of a plan to transfer such shares to another corporation, person or
other entity which is the 'beneficial owner,' directly or indirectly, of
more than ten percent (10%) of the outstanding shares of the stock of the
Corporation, entitled to vote in the election of directors.
(b) The provisions of this Article SEVENTH C., shall not
apply to any transaction described in clauses (a), (b) or (c) of Section
(1) hereof if the other corporation, person or entity, after acquiring
40 percent or more of the issued and outstanding capital stock of the
Corporation, extended an offer for a period of thirty days after such
acquisition, to purchase all of the remaining issued and outstanding
capital stock of the Corporation, at a per share price not less than the
average price paid per share for the most expensive quartile of the capi-
tal stock of the Corporation (the "Comparable Stock") acquired by such
other corporation, person or entity, and upon purchase terms no less
favorable to the remaining stockholders of the Corporation than was given
by such corporation, person or entity to the previous holders of the
Comparable Stock.
(5) In the event any transaction referred to in Section
(1) of this Article SEVENTH C., which required the vote of the holders of
stock of the Corporation provided for therein is approved by the stock-
holders in accordance with the provisions thereof, such transaction shall
not be consummated unless each of the Corporation's stockholders, who
indicate by written notice to the Corporation prior to the consummation of
such transaction their opposition thereto, shall receive incident to the
consummation of any such transaction, if they so elect, a price for their
shares of stock of the Corporation which shall not be less than the high-
est price previously paid at any time by such other corporation, person or
other entity referred to in Section (1) for any of its shares of the
Corporation's stock of that class. Such price shall be paid in cash at
the time of consummation of the subject transaction to each of the
Corporation's stockholders who oppose the subject transaction as referred
to hereinbefore for any or all of their shares of Common Stock of the
Corporation which they may tender for purchase.
(6) In deciding whether any proposed transaction
described in Section (1) of this Article SEVENTH C., should be recommended
for approval to the stockholders of the Corporation, the Board of
Directors shall consider all relevant factors including, but not limited
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to, the potential social and economic effects of the transaction on the
Corporation's employees, customers, suppliers and the community within
which the Corporation operates.
"D. (1) No action required to be taken or which may be
taken at any annual or special meeting of stockholders of the Corporation
may be taken without a meeting for which prior notice in accordance with
the bylaws has been given, and the power of stockholders to consent in
writing, without a meeting, to the taking of any action is specifically
denied.
(2) Except as otherwise required by law, special
meetings of stockholders of the Corporation may be called only by the
Board of Directors pursuant to a resolution approved by a majority of the
entire Board.
"E. Notwithstanding anything to the contrary contained
in the Articles of Incorporation or bylaws of the Corporation, Articles
SIXTH and SEVENTH of the Articles of Incorporation may not be amended,
altered or repealed, and no provision in the Articles of Incorporation or
bylaws inconsistent with Articles SIXTH and SEVENTH may be adopted, except
by the same affirmative vote of the holders of shares required in Article
SEVENTH C.1, to approve any transaction described in such Article."
SECOND: The board of directors of the Corporation, at a
meeting duly convened and held on March 3, 1985, adopted resolutions in
which were set forth the foregoing amendments to the Charter, declaring
that the said amendments of the Charter were advisable and directing that
they be submitted for action thereon at a special meeting of the
stockholders of the Corporation to be held on March 15, 1985.
THIRD: Notice setting forth the said amendments of
Charter and stating that a purpose of the meeting of the stockholders
would be to take action thereon, was given as required by law, to all
stockholders of the Corporation entitled to vote thereon; and like notice
was given to all stockholders of the Corporation not entitled to vote
thereon, whose contract rights as expressly set forth in the Charter would
be altered by the amendments. The amendments of the Charter of the
Corporation as hereinabove set forth were approved by the stockholders of
the Corporation at said meeting by the affirmative vote of two-thirds
(2/3) of all the votes entitled to be cast thereon.
FOURTH: The amendments of the Charter of the Corporation
as hereinabove set forth have been duly advised by the board of directors
and approved by the stockholders of the Corporation.
IN WITNESS WHEREOF, INDUSTRIAL TRAINING CORPORATION has
caused there presents to be signed in its name and on its behalf by its
President and its corporate seal to be hereunto affixed and attested by
its Secretary or Assistant Secretary on April 19, 1985, and its President
acknowledges that these Articles of Amendment are the act and deed of
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Industrial Training Corporation and, under the penalties of perjury, that
the matters and facts set forth herein with respect to authorization and
approval are true in all material respects to the best of his knowledge,
information and belief.
ATTEST: INDUSTRIAL TRAINING CORPORATION
/s/ By: /s/
_____________________________ ___________________________
Gerald H. Kaiz, Secretary J. H. Walton, President
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