RESTATED
BY-LAWS
OF
INDUSTRIAL TRAINING CORPORATION
ARTICLE I OFFICES
The principal office of the corporation shall be located
in the State of Maryland. The Corporation may have such offices either
within or without the State of incorporation, as the Board of Directors
may designate or as the business of the corporation may from time to time
require.
ARTICLE II STOCKHOLDERS
1. ANNUAL MEETING.
The annual meeting of the stockholders shall be held on
or before the 15th day of June in each year, beginning with the year 1978
at 10:00 a.m., for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the
day fixed for the annual meeting shall be a legal holiday such meeting
shall be held on the next succeeding business day.
2. SPECIAL MEETINGS.
Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute, may be called only as
provided in the Articles of Incorporation.
3. PLACE OF MEETING.
The directors may designate any place, either within or
without the State unless otherwise prescribed by statute, as the place of
meeting for any annual meeting or for any special meeting called by the
Directors. If no designation is made, or if a special meeting be
otherwise called, the place of meeting shall be the principal office of
the corporation.
4. NOTICE OF MEETING.
Written or printed notice stating the place, day, and
hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than
ten (10) nor more than fifty (50) days before the date of the meeting,
either personally or by mail, by or at the direction of the president, or
the secretary, or the officer or persons calling the meeting, to each
stockholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States
mail, addressed to the stockholder at his address as it appears on the
stock transfer books of the corporation, with postage thereon prepaid.
5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.
For the purpose of determining stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment
thereof, or stockholders entitled to receive payment of any dividend, or
in order to make a determination of stockholders for any other proper
purpose, the directors of the corporation may provide that the stock
transfer books shall be closed for a stated period but not to exceed, in
any case, fifty (50) days. If the stock transfer books shall be closed
for the purpose of determining stockholders entitled to notice of or to
vote at a meeting of stockholders such books shall be closed for at least
ten (10) days immediately preceding such meeting. In lieu of closing the
stock transfer books, the directors may fix in advance a date as the
record date for any such determination of stockholders, such date in any
case to be not more than fifty (50) days and, in case of a meeting of
stockholders, not less than ten (10) days prior to the date on which the
particular action requiring such determination of stockholders is to be
taken. If the stock transfer books are not closed and no record date is
fixed for the determination of stockholders entitled to notice of or to
vote at a meeting of stockholders, or stockholders entitled to receive
payment of a dividend, the date on which notice of the meeting is mailed
or the date on which the resolution of the directors declaring such
dividend is adopted, as the case may be shall be the record date for such
determination of stockholders. 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.
6. VOTING LISTS.
The officer or agent having charge of the stock transfer
books for shares of the corporation shall make, at least ten (10) days
before each meeting of the stockholders, a complete list of the
stockholders entitled to vote at such meeting, or any adjournment thereof,
arranged in alphabetical order with the address of and the number of
shares held by each, which list, for a period of ten (10) days prior to
such meeting, shall be kept on file at the principal office of the
corporation and shall be subject to the inspection of any stockholder at
any time during usual business hours. Such list shall also be produced
and kept open at the time and place of the meeting and shall be subject to
the inspection of any stockholder during the whole time of the meeting.
The original stock transfer book shall be prima facie evidence as to who
are the stockholders entitled to examine such list or transfer books or to
vote at the meeting of stockholders.
7. QUORUM.
At any meeting of stockholders a majority of the
outstanding shares of the corporation entitled to vote, represented in
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person or by proxy, shall constitute a quorum at a meeting of
stockholders. If less than said number of the outstanding shares are
represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At such
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting
as originally notified. The stockholders present at a duly organized
meeting continue to transact business until adjournment, notwithstanding
the withdrawal of enough stockholders to leave less than a quorum.
8. PROXIES.
At all meetings of stockholders a stockholder may vote 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.
9. VOTING.
Each stockholder entitled to vote in accordance with the
terms and provisions of the certificate of incorporation and these by-laws
shall be entitled to one vote, in person or by proxy, for each share of
stock entitled to vote held by such stockholders. Upon the demand of any
stockholder, the vote for directors and upon any question before the
meeting shall be by ballot. All elections for directors shall be decided
by plurality vote; all other questions shall be decided by majority vote
except as otherwise provided by the Certificate of Incorporation or the
laws of this state.
10. ORDER OF BUSINESS.
The order of business at all meetings of the
stockholders, shall be as follows:
1. Roll Call.
2. Proof of notice of meeting or waiver of notice.
3. Reading of minutes of preceding meeting.
4. Reports of Officers.
5. Reports of Committees.
6. Election of Directors.
7. Unfinished Business.
8. New Business.
ARTICLE III BOARD OF DIRECTORS
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1. GENERAL POWERS.
The business and affairs of the corporation shall be
managed by its board of directors. The directors shall in all cases act
as a board, and they may adopt such rules and regulations for the conduct
of their meetings and the management of the corporation, as they may deem
proper, not inconsistent with these by-laws and the laws of this state.
2. NUMBER, TENURE AND QUALIFICATIONS.
The number of directors of the corporation and the terms
of office of the directors shall be as provided in the Articles of
Incorporation.
3. REGULAR MEETINGS.
A regular meeting of the directors, shall be held without
other notice than this by-law immediately after, and at the same place as,
the annual meeting of stockholders. The directors may provide, by
resolution, the time and place for the holding of additional regular
meetings without other notice than such resolution.
4. SPECIAL MEETINGS.
Special meetings of the directors may be called by or at
the request of the president or any two directors. The person or persons
authorized to call special meetings of the directors may fix the place for
holding any special meeting of the directors called by them.
5. NOTICE.
Notice of any special meeting shall be given at least 5
days previously thereto by written notice delivered personally, or by
telegram or mailed to each director at his business address. If mailed,
such notice shall be deemed to be delivered when deposited in the United
States mail so addressed, with postage thereon prepaid. If notice be
given by telegram, such notice shall be deemed to be delivered when the
telegram is delivered to the telegraph company. The attendance of a
director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not
lawfully called or convened.
6. QUORUM.
At any meeting of the directors a majority shall
constitute a quorum for the transaction of business, but if less then said
number is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.
7. MANNER OF ACTING.
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Except as otherwise provided in the Articles of
Incorporation or these by-laws, the act of the majority of the directors
present at a meeting at which quorum is present shall be the act of the
directors.
8. INFORMAL ACTION BY DIRECTORS.
Unless otherwise provided by law, any action required to
be taken at a meeting of the directors, or any other action which may be
taken at a meeting of the directors, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by
all of the directors entitled to vote with respect to the subject matter
thereof.
9. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created directorships resulting from an increase in
the number of directors and vacancies occurring in the Board for any
reason shall be filled only as provided in the Articles of Incorporation.
10. REMOVAL OF DIRECTORS.
Any or all of the directors may be removed only as
provided in the Articles of Incorporation.
11. RESIGNATION.
A director may resign at any time by giving written
notice to the board, the president or the secretary of the corporation.
Unless otherwise specified in the notice, the resignation shall take
effect upon receipt thereof by the board or such officer, and the
acceptance of the resignation shall not be necessary to make it effective.
12. COMPENSATION.
Compensation shall be paid to outside directors for their
services in the amount of $500 per quarter and $200 per additional meeting
beyond one per quarter.
13. PRESUMPTION OF ASSENT.
A director of the corporation who is present at a
meeting of the directors at which action on any corporate matter is taken
shall be presumed to have assented to the action taken unless his dissent
shall be entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as the secretary of
the meeting before the adjournment thereof or shall forward such dissent
by registered mail to the secretary of the corporation immediately after
the adjournment of the meeting. Such right to dissent shall not apply to
a director who voted in favor of such action.
14. EXECUTIVE AND OTHER COMMITTEES.
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The board, by resolution, may designate from among its
members an executive committee and other committees, each consisting of
three or more directors. Each such committee shall serve at the pleasure
of the board.
15. INTERESTED DIRECTORS.
Actions of the Board shall not be invalidated or
otherwise affected by the fact that one or more of its members have a
personal interest, beyond their role as directors of this corporation, in
the particular action being voted upon, provided said interested directors
disclose to the board their interests in the transaction. Interested
directors shall be counted in determining whether a quorum exists at
directors' meetings, may vote with the same effect as disinterested
directors (subject to their having made the disclosures provided for
herein), and shall be relieved from any liability that might otherwise
arise by reason of their contracting with this corporation for the benefit
of themselves or any firm or other corporation in which they are
interested.
16. INDEMNIFICATION.
In the absence of fraud or bad faith, the corporation
shall indemnify its officers and directors, and every former officer and
director, to the full extent authorized or permitted by the laws of the
state of incorporation, against all liability and expenses (including, but
not limited to, attorneys' fees, amounts of any judgment, fine, and
amounts paid in settlement) actually and reasonably incurred by him in
connection with or resulting from any action, suit or proceeding in which
such person may become involved as a party or otherwise by reason of
having been an officer or director of the corporation.
17. LIABILITY FOR DIVIDENDS ILLEGALLY DECLARED.
A director shall not be liable for dividends illegally
declared, distributions illegally made to shareholders, or any other
action taken in reliance in good faith upon financial statements of the
corporation represented to him to be correct by the president of the
corporation or the officer having charge of its books of account, or
certified by an independent public or certified accountant to fairly
reflect the financial condition of the corporation; nor shall he be liable
if in good faith in determining the amount available for dividends or
distributions he considers the assets to be of their book value.
ARTICLE IV OFFICERS
1. NUMBER.
The officers of the corporation shall be a president, one
or more vice presidents, a secretary and a treasurer, each of whom shall
be elected by the directors. Such other officers and assistant officers
as may be deemed necessary may be elected or appointed by the directors.
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2. ELECTION AND TERM OF OFFICE.
The officers of the corporation to be elected by the
directors shall be elected annually at the first meeting of the directors
held after each annual meeting of the stockholders. Each officer shall
hold office until his successor shall have been duly elected and shall
have qualified or until his death or until he shall resign or shall have
been removed in the manner hereinafter provided.
3. REMOVAL.
Any officer or agent elected or appointed by the
directors may be removed by the directors whenever in their 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.
4. VACANCIES.
A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the directors for
the unexpired portion of the term.
5. PRESIDENT.
The president shall be the principal executive officer of
the corporation and, subject to the control of the directors, shall in
general supervise and control all of the business and affairs of the
corporation. He shall, when present, preside at all meetings of the
stockholders and of the directors. He may sign, with the secretary or any
other proper officer of the corporation thereunto authorized by the
directors, certificates for shares of the corporation, any deeds,
mortgages, bonds, contracts or other instruments which the directors have
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the directors or by these by-laws
to some other officer or agent of the corporation, or shall be required by
law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of the president and such other duties as
may be prescribed by the directors from time to time.
6. VICE PRESIDENT.
In the absence of the president or in event of his death,
inability or refusal to act, one of the vice presidents designated by the
board of directors 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. The vice president shall perform such
other duties as from time to time may be assigned to him by the President
or by the directors.
7. SECRETARY.
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The secretary shall keep the minutes of the stockholders'
and of the directors' meetings in one or more books provided for that
purpose, see that all notices are duly given in accordance with the
provisions of these by-laws or as required, be custodian of the corporate
records and of the seal of the corporation and keep a register of the post
office address of each stockholder which shall be furnished to the
secretary by such stockholder, have general charge of the stock transfer
books of the corporation and in general perform all duties incident to the
office of secretary and such other duties as from time to time may be
assigned to him by the president or by the directors.
8. TREASURER.
If required by the directors, the treasurer shall give a
bond for the faithful discharge of his duties in such sum and with such
surety or sureties as the directors shall determine. He shall have charge
and custody of and be responsible for all funds and securities of the
corporation; receive and give receipts for monies due and payable to the
corporation from any source whatsoever, and deposit all such monies in the
name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with these by-laws and in
general perform all of the duties as from time to time may be assigned to
him by the president or by the directors.
9. SALARIES.
The salaries of the officers shall be fixed from time to
time by the directors and no officer shall be prevented from receiving
such salary by reason on the fact that his is also a director of the
corporation.
ARTICLE V CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. CONTRACTS.
Except as provided in the Articles of Incorporation, the
directors may authorize any officer or officers, agent or agents, to enter
into any contract or 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.
2. LOANS.
No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the directors. Such authority may be
general or confined to specific instances.
3. CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
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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 resolution of the directors.
4. 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 directors may select.
ARTICLE VI CERTIFICATES FOR SHARES AND THEIR TRANSFER
1. CERTIFICATES FOR SHARES.
Certificates representing shares of the corporation shall
be in such form as shall be determined by the directors. Such
certificates shall be signed by the president and by the secretary or by
such other officers authorized by law and by the directors. All
certificates for shares shall be consecutively numbered or otherwise
identified. The name and address of the stockholders, the number of
shares and date of issue, shall be entered on the stock transfer books of
the corporation. All certificates surrendered to the corporation for
transfer shall be canceled and no new certificate shall be issued until
the former certificate for a like number of shares shall have been
surrendered and canceled, except that in case of a lost, destroyed or
mutilated certificate a new one may be issued therefor upon such terms and
indemnity to the corporation as the directors may prescribe.
2. TRANSFERS OF SHARES.
a. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new
certificate to the person entitled thereto, and cancel the old
certificate; every such transfer shall be entered on the transfer book of
the corporation which shall be kept at its principal office.
b. The corporation shall be entitled to treat the
holder of record of any share 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 expressly
provided by the laws of this state.
ARTICLE VII FISCAL YEAR
The fiscal year of the corporation shall begin on such
date as may be determined by resolution of the Board of Directors.
ARTICLE VIII DIVIDENDS
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The directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the manner and
upon the terms and conditions provided by law.
ARTICLE IX SEAL
The directors shall provide a corporate seal which shall
be circular in form and shall have inscribed thereon the name of the
corporation, the state of incorporation, year of incorporation and the
words, "Corporate Seal".
ARTICLE X WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is
required to be given to any director of the corporation under the
provisions of these by-laws or under the provisions of the Articles of
Incorporation, 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.
ARTICLE XI AMENDMENTS
These by-laws may be altered, amended or repealed and new
by-laws adopted only by a vote of the directors representing a majority of
the entire Board of Directors.
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