EXHIBIT 3.2
PROVIDENT BANKSHARES CORPORATION
SIXTH AMENDED AND RESTATED BYLAWS
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ARTICLE I - OFFICES
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The principal office of the Corporation in Maryland shall be located at
114 East Lexington Street, Baltimore, Maryland 21202. The Corporation may have
such other offices, either within or without the State of Maryland as the Board
of Directors may designate or as the business of the Corporation may from time
to time require.
ARTICLE II - STOCKHOLDERS
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Section 1 - ANNUAL MEETING
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The annual meeting of the stockholders of the Corporation shall be held
on the third Wednesday of April of each year, if not a legal holiday, or on such
other date falling on or before the 30th day thereafter as the Board of
Directors shall, in their discretion, fix. The business to be transacted at the
annual meting shall include the election of directors, consideration of the
report of the President, and any other business properly brought before the
meeting in accordance with Section 7(b).
Section 2 - SPECIAL MEETINGS
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A special meeting of the stockholders may be called at any time for any
purpose or purposes by the Chairman of the Board, the President, or by a
majority of the Board of Directors and a special meeting of stockholders shall
be called by the Secretary of the Corporation upon the request in writing of the
holders of a majority of all shares outstanding and entitled to vote on the
business to be transacted at such meeting. Notwithstanding the first sentence of
this Section 2, the Secretary of the Corporation shall not be obligated to call
a special meeting of the stockholders requested by stockholders for the purpose
of taking any action that is non-binding or advisory in nature.
Section 3 - PLACE OF MEETING
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The Board of Directors may designate any place, either within or
without the State of Maryland as the place of meeting for any annual or special
meeting of stockholders. If no designation is made, or if a special meeting be
otherwise called, the place of the meeting shall be the principal office of the
Corporation in Maryland.
Section 4 - NOTICE OF MEETING; WAIVER OF NOTICE
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Not less than ten (10) days or 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, written or printed notice stating the place,
date and hour 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 personally or by leaving it at his residence or usual place of business.
Notwithstanding the foregoing provisions, a written waiver of notice, signed by
the person entitled to notice, whether before or after the time stated therein,
shall be equivalent to notice. Attendance of a person entitled to notice at a
meeting, in person or by proxy, shall constitute a waiver of notice of such
meeting, except when such person attends the meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.
Section 5 - QUORUM
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At any meeting of stockholders, a majority of the shares entitled to
vote at the meeting, present in person or by proxy, shall constitute a quorum.
Except as provided in Article III, Section 3(a), the affirmative vote of a
majority of the votes cast at a meeting of stockholders, duly called and at
which a quorum is present, shall be sufficient to take or to authorize action
upon any matter which may properly come before the meeting unless more than a
majority of votes is required by statute or by the Articles of Incorporation of
the Corporation.
In the absence of a quorum a majority of the shares represented in
person or by proxy may adjourn the meeting from time to time not exceeding a
total of thirty (30) days without further notice other than that by announcement
at such meeting. At such adjourned meeting at which a quorum shall be present,
any business may be transacted which might have been transacted at the meeting
originally called. The stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.
Section 6 - ORGANIZATION
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The Chairman of the Board of the Corporation or, in his absence, the
President of the Corporation, or in his absence such person as the Board of
Directors may have designated or, in the absence of such a person, such person
as may be chosen by the holders of a majority of the shares entitled to vote who
are present, in person or by proxy, shall call to order any meeting of the
stockholders and act as chairman of the meeting. In the absence of the Secretary
of the Corporation, the secretary of the meeting shall be such person as the
chairman appoints.
Section 7 - CONDUCT OF BUSINESS
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(a) The chairman of any meeting of stockholders shall determine the
order of business and the procedures at the meeting, including such regulation
of the manner of voting and the conduct of discussion as seem to him or her in
order. The date and time of the opening and closing of the polls for each matter
upon which the stockholders will vote at the meeting shall be announced at the
meeting.
(b) At any annual meeting of the stockholders, only such business shall
be conducted as shall have been brought before the meeting (i) by or at the
direction of the Board of Directors or (ii) by any stockholder of the
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Corporation who is entitled to vote with respect thereto and who complies with
the notice procedures set forth in this Section 7(b). For business to be
properly brought before an annual meeting by a stockholder, the business must
relate to a proper subject matter for stockholder action and the stockholder
must have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice must be delivered or mailed to
and received at the principal executive office of the Corporation not less than
ninety (90) days prior to the date of the annual meeting; provided, however,
that in the event that less than one hundred (100) days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be received not later than the close of
business on the 10th day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure was made. A
stockholder's notice to the Secretary shall set forth as to each matter such
stockholder proposes to bring before the annual meeting (i) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name and address,
as they appear on the Corporation's books, of the stockholder proposing such
business, (iii) the class and number of shares of the Corporation's capital
stock that are beneficially owned by such stockholder, (iv) a statement
disclosing (I) whether such stockholder is acting with or on behalf of any other
person and (II) if applicable, the identity of such person, and (v) any material
interest of such stockholder in such business. Notwithstanding anything in these
Bylaws to the contrary, no business shall be brought before or conducted at an
annual meeting except in accordance with the provisions of this Section 7(b).
The Chairman of the Board or other person presiding over the annual meeting
shall, if the facts so warrant, determine and declare to the meeting that
business was not properly brought before the meeting in accordance with the
provisions of this Section 7(b) and, if he should so determine, he shall so
declare to the meeting and any such business so determined to be not properly
brought before the meeting shall not be transacted.
(c) Only persons who are nominated in accordance with the procedures
set forth in these Bylaws shall be eligible for election as Directors.
Nominations of persons for election to the Board of Directors of the Corporation
may be made at a meeting of stockholders at which directors are to be elected
only (i) by or at the direction of the Board of Directors or (ii) by any
stockholder of the Corporation entitled to vote for the election of Directors at
the meeting who complies with the notice procedures set forth in this Section
7(c). Such nominations, other than those made by or at the direction of the
Board of Directors, shall be made by timely notice in writing to the Secretary
of the Corporation. To be timely, a stockholder's notice shall be delivered or
mailed to and received at the principal executive office of the Corporation not
less than ninety (90) days prior to the date of the meeting; provided, however,
that in the event that less than one hundred (100) days' notice or prior
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made. Such stockholder's
notice shall set forth (i) as to each person whom such stockholder proposes to
nominate for election or re-elections 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 (including
such person's written consent to being named in the proxy statement as a nominee
and to serving as a Director if elected); and (ii) as to the stockholder giving
the notice (x) the name and address, as they appear on the Corporation's books,
of such stockholder, (y) the class and number of shares of the Corporation's
Capital Stock that are beneficially owned by such stockholder, and (z) a
statement disclosing (I) whether such stockholder or any nominee thereof is
acting with or on behalf of any other person and (II) if applicable, the
identity of such person.
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Section 8 - VOTING
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Unless the Articles of Incorporation provide for a greater or lesser
number of votes per share or limits or denies voting rights, each outstanding
share of stock, regardless of class, is entitled to one (1) vote on each matter
submitted to a vote at a meeting of stockholders.
Section 9 - PROXIES
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At all meetings of stockholders, a stockholder may vote the shares
owned of record by him either in person or by proxy executed in writing by the
stockholder or by his duly authorized attorney-in-fact. Such proxy shall be
filed with the Secretary of the Corporation before or at the time of the
meeting. No proxy shall be valid after eleven (11) months from the date of its
execution, unless otherwise provided in the proxy.
Section 10 - RESERVED
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Section 11 - CONDUCT OF VOTING
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At all meetings of stockholders, unless the voting is conducted by
inspectors, the proxies and ballots shall be received, and all questions
touching the qualification of voters and the validity of proxies and the
acceptance or rejection of votes shall be decided by the chairman of the
meeting. If demanded by stockholders, present in person or by proxy, entitled to
cast ten percent (10%) in number of votes entitled to be cast, or if ordered by
the chairman, the voting shall be conducted by two inspectors, in which event
the proxies and ballots shall be received, and all questions touching the
qualification of voters and the validity of proxies and the acceptance or
rejection of votes, shall be decided by such inspectors. Unless so demanded or
ordered, voting need not be conducted by inspectors. The stockholders at any
meeting may choose an inspector or inspectors to act at such meeting, and in
default or such election the chairman of the meeting may appoint an inspector or
inspectors. No candidate for election as a director at a meeting shall serve as
an inspector thereat.
ARTICLE III - DIRECTORS
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Section 1 - GENERAL POWERS
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The business and affairs of the Corporation shall be managed by its
Board of Directors. The Board of Directors may exercise all the powers of the
Corporation, except those conferred on or reserved to the stockholders by
statute or by the Articles of Incorporation or the Bylaws. The Board may adopt
such rules and regulations for the conduct of their meetings and the management
of the Corporation as they may deem proper, and which are not inconsistent with
these Bylaws and with the Maryland General Corporation Law.
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Section 2 - NUMBER
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The number of directors of the Corporation shall be at least three (3);
provided, however, that a majority of the entire Board of Directors may by
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resolution set the number of directors at such number as it may determine, but
such action shall not affect the tenure of office of any director.
Section 3 - ELECTION AND TENURE
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(a) The directors shall be divided into three (3) classes, as nearly
equal in number as possible, with the term of office of the first class to
expire at the 1991 annual meeting of stockholders, the term of office of the
second class to expire at the 1992 annual meeting of stockholders, and the term
of office of the third class to expire at the 1993 annual meeting of
stockholders. At each annual meeting of stockholders beginning in 1991,
successors to the class of directors whose term expires at that annual meeting
shall be elected for a term of three (3) years.
Each director shall be elected by the vote of the majority of the votes
cast with respect to the director at any meeting for the election of directors
at which a quorum is present, provided that if the number of nominees exceeds
the number of directors to be elected, the directors shall be elected by the
vote of a plurality of the shares represented in person or by proxy at any such
meeting and entitled to vote on the election of directors. For purposes of this
Section 3(a), a majority of the votes cast means that the number of shares voted
"for" a director must exceed the number of votes cast "against" that director.
Directors shall hold office until their successors shall be duly elected and
qualified or until their earlier resignation or removal.
(b) Notwithstanding the provisions of Article III, Section 3(a) above,
the term of office of a director of the Corporation shall expire upon the date
of the annual meeting of stockholders immediately following the date on which
the director reaches seventy (70) years of age, and upon the date of such annual
meeting of stockholders such individual shall cease to be a director of the
Corporation unless the Board of Directors shall determine otherwise. The vacancy
created by such expiration shall be filled in accordance with Article III,
Section 4.
Section 4 - VACANCIES
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Subject to the rights of holders of any series of preferred stock
outstanding, the newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification or other cause
except removal from office, may be filled only by a majority vote of the
directors then in office, though less than a quorum, and directors so chosen
shall hold office for a term expiring at the next annual meeting of stockholders
and until their successors are duly elected and qualified. No decrease in the
number of directors constituting the Board of Directors shall shorten the term
of any incumbent Director.
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Section 5 - REGULAR MEETINGS
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The Board of Directors shall meet for the purposes of organization, the
election of officers and the transaction of other business after the close of
each meeting of stockholders at which a Board of Directors shall have been
elected. Other regular meetings of the Board of Directors shall be held at such
times and such places, either within or without the State of Maryland, as may be
designated from time to time by the Chief Executive Officer or by the Board of
Directors.
Section 6 - SPECIAL MEETINGS
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Special meetings of the Board of Directors may be called by the
Chairman of the Board or by the Chief Executive Officer, or by a majority of the
Board of Directors in writing. The person or persons authorized to call special
meetings of the Board of Directors may fix any place, either within or without
the State of Maryland, as the place for holding the special meeting of the Board
of Directors called by them.
Section 7 - NOTICE
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The Secretary shall give notice to each director of the time and place
of every regular or special meeting of the Board of Directors. Notice is given
to a director when it is delivered personally to him, left at his residence or
usual place of business, or sent by telephone or telegraph, at least 24 hours
before the time of the meeting, or in the alternative, when it is mailed to his
address as it appears on the records of the Corporation, at least 72 hours
before the time of the meeting. Any director may waive notice of any meeting
either before or after the holding thereof by written waiver filed with the
records of the meeting. 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, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need by specified in the
notice or waiver of notice of such meeting.
Section 8 - TELEPHONIC MEETINGS
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Members of the Board of Directors, or of any committee thereof, may
participate in a meeting of such Board or committee by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this Section 8 shall constitute presence in person at such meeting.
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Section 9 - QUORUM
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A majority of the total number of directors shall constitute a quorum
for the transaction of business, but if less than such quorum is present at a
meeting, a majority of the directors present may adjourn the meeting without
further notice from time to time 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 10 - MANNER OF ACTING
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The vote of the majority of the directors present at a meeting at which
a quorum is present shall be the action of the Board of Directors unless the
concurrence of a greater proportion is required for such action by the Articles
of Incorporation.
Section 11 - INFORMAL ACTION
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Any action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof may be taken without a meeting,
if a written consent to such action is signed by all members of the Board of
Directors or the committee, as the case may be, and such written consent if
filed with the minutes of the proceedings of the Board of Directors.
Section 12 - REMOVAL OF DIRECTORS
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Any or all of the directors may be removed, at any time, but then only
for cause and then only by the affirmative vote of the holders of at least 80%
of the shares then entitled to vote at any election of directors.
Section 13 - RESIGNATION
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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.
Section 14 - COMPENSATION
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By resolution of the Board of Directors, a fixed sum and expenses, if
any, for attendance at each regular or special meeting of the Board of Directors
or of committees thereof, and other compensation for their services as such or
on such committees, may be paid to directors, as may compensation for such other
services as a director may render to the Corporation.
Section 15 - COMMITTEES
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The Board of Directors may, by resolution passed by a majority of the
entire Board, designate an executive committee, a nominating committee, an audit
committee, a compensation and human resources committee or other committees,
each committee to consist of two or more directors of the Corporation. The Board
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may designate one or more directors as alternate members of any meeting of any
committee, who may replace any absent or disqualified member at any meeting of
any committee. A majority of the total number of committee members shall
constitute a quorum for the conduct of a committee's business and affairs, and
the vote of a majority of the members constituting said quorum shall be the act
of that committee. In the absence or disqualification of a member of a
committee, the member or members remaining and not disqualified from voting,
whether or not such member or members constitute a quorum, may unanimously
appoint another member of the Board of Directors to act as a member at the
committee meeting in place of the absent or disqualified committee member.
Any such committee, to the extent provided in the resolution of the
Board of Directors, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; provided, however, that any such committee shall
have no power or authority with reference to (i) amending the Articles of
Incorporation, (ii) adopting an agreement of merger or consolidation under Title
3 of the Maryland General Corporation Law, (iii) recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, (iv) recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, (v) declaring
dividends or distributions on stock, (vi) issuing stock other than as provided
by the Maryland General Corporation Law, or (vii) amending the Bylaws of the
Corporation.
ARTICLE IV - OFFICERS
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Section 1 - EXECUTIVE AND OTHER OFFICERS
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The Corporation shall have a President, who shall be a director of the
Corporation, a Secretary and a Treasurer. It may also have a Chairman of the
Board, who shall be a director of the Corporation and shall be an executive
officer if he is designated as the chief executive officer of the Corporation.
The Board of Directors may designate who shall serve as chief executive officer,
having general supervision of the business and affairs of the Corporation, and
as chief operating officer, having supervision of the operations of the
Corporation; in the absence of a designation the President shall serve as chief
executive officer and chief operating officer. The Corporation may have one or
more Executive Vice-Presidents, one or more Assistant Vice-Presidents, one or
more Assistant Secretaries and one or more Assistant Treasurers. A person may
hold more than one office in the Corporation but may not serve concurrently as
President and Vice-President of the Corporation.
Section 2 - CHAIRMAN OF THE BOARD
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The Chairman of the Board, if one be elected, shall preside at all
meetings of the Board of Directors and of the stockholders at which he shall be
present. He shall have and may exercise such duties and powers as are from time
to time assigned to him by the Board of Directors.
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Section 3 - PRESIDENT
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In the absence of the Chairman of the Board, the President shall
preside at all meetings of the stockholders and of the Board of Directors at
which he shall be present; he may sign and execute, in the name of the
Corporation, all authorized deeds, mortgages, bonds, contracts or other
instruments, except in cases in which the signing and execution thereof shall
have been expressly delegated to some other office or agent of the Corporation;
and, in general, he shall perform all duties usually performed by a president of
a corporation and such other duties as may from time to time be assigned to him
by the Board of Directors or by the chief executive officer of the Corporation.
Section 4 - EXECUTIVE VICE-PRESIDENTS
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The Executive Vice-President or Executive Vice-Presidents, at the
request of the chief executive officer or the President or in the President's
absence or during his inability to act, shall perform the duties and exercise
the functions of the President, and when so acting shall have the powers of the
President. If there be more than one Executive Vice-President, the Board of
Directors may determine which one or more of the Executive Vice-Presidents shall
perform any of such duties or exercise any of such functions, or if such
determination is not made by the Board of Directors, the chief executive officer
may make such determination; otherwise any of the Executive Vice-Presidents may
perform any of such duties or exercise any of such functions. The Executive
Vice-President or Executive Vice-Presidents shall have such other powers and
perform such other duties, and have such additional descriptive designations in
their titles (if any), as may be assigned by the Board of Directors or the Chief
Executive Officer.
Section 5 - VICE-PRESIDENTS
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In the absence of the Chairman of the Board, the chief executive
officer and the chief operating officer (if designated), all Executive
Vice-Presidents, and all Senior Vice-Presidents (if such office then exists),
such Vice President as may be designated from time to time by the Board of
Directors shall be vested with the powers of the President and shall perform his
duties. In addition thereto, all Vice Presidents shall perform such duties as
may be assigned to them by the Board of Directors, the Chairman of the Board,
the chief executive officer or the President.
Section 6 - SECRETARY
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The Secretary shall keep the minutes of the meetings of the
stockholders, of the Board of Directors and of any committees, in books provided
for the purpose; he shall see that all notices are duly given in accordance with
the provisions of the Bylaws or as required by law; he shall be custodian of the
records of the Corporation; he shall witness all documents on behalf of the
Corporation, the execution of which is duly authorized, see that the corporate
seal is affixed where such document is required to be under its seal, and, when
so affixed, may attest the same; and, in general, he shall perform all duties
incident to the office of a secretary of a corporation, and such other duties as
may from time to time be assigned to him by the Board of Directors or the
President.
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Section 7 - TREASURER
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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. In general, he shall
perform all the duties incident to the office of a treasurer of a corporation,
and such other duties as may from time to time be assigned to him by the Board
of Directors, the chief executive officer or the President.
Section 8 - ASSISTANT OFFICERS
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The Assistant Vice-Presidents shall have such duties as may from time
to time be assigned to them by the Board of Directors or the President. The
Assistant Secretaries shall have such duties as may from time to time be
assigned to them by the Board of Directors or the Secretary. The Assistant
Treasurers shall have such duties as may from time to time be assigned to them
by the Board of Directors or the Treasurer.
Section 9 - SUBORDINATE OFFICERS
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The Corporation may have such subordinate officers as the Board of
Directors may from time to time deem desirable. Each such officer shall hold
office for such period and perform such duties as the Board of Directors, the
President or the committee or officer designated pursuant to Article IV, Section
11 may prescribe.
Section 10 - COMPENSATION
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The Board of Directors shall have power to fix the salaries and other
compensation and remuneration, of whatever kind, of all officers of the
Corporation. It may authorize any committee or officer, upon whom the power of
appointing subordinate officers may have been conferred, to fix the salaries,
compensation and remuneration of such subordinate officers.
Section 11 - ELECTION, TENURE AND REMOVAL OF OFFICERS
----------------------------------------
The Board of Directors shall elect the officers. The Board of Directors
may from time to time authorize any committee or officer to appoint subordinate
officers. An officer serves for one year and until his successor is elected and
qualified. If the Board of Directors in its judgment finds that the best
interests of the Corporation will be served, it may remove any officer or agent
of the Corporation. The removal of an officer or agent does not prejudice any of
his contract rights. The Board of Directors (or any committee or officer
authorized by the Board of Directors) may fill a vacancy which occurs in any
office for the unexpired portion of the term of that office.
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ARTICLE V - STOCK
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Section 1 - CERTIFICATES FOR STOCK
----------------------
Each stockholder shall be entitled to certificates which represent and
certify the shares of stock he holds in the Corporation. Each stock certificate
shall include on its face the name of the Corporation, the name of the
stockholder and the class of stock and number of shares represented by the
certificate and be in such form, not inconsistent with law or with the Articles
of Incorporation, as shall be approved by the Board of Directors or any officer
or officers designated for such purpose by resolution of the Board of Directors.
Each stock certificate shall be signed by the President, an Executive
Vice-President or the Chairman of the Board, and countersigned by the Secretary,
an Assistant Secretary, the Treasurer, or an Assistant Treasurer. Each
certificate shall be sealed with the actual corporate seal or a facsimile of it
or in any other form and the signatures on each certificate may be either manual
or facsimile signatures. A certificate is valid and may be issued whether or not
an officer who signed it is still an officer of the Corporation when it is
issued.
Section 2 - TRANSFERS
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The Board of Directors shall have power and authority to make such
rules and regulations as it may deem expedient concerning the issue, transfer
and registration of certificates of stock, and may appoint transfer agents and
registrars thereof. The duties of transfer agent and registrar may be combined.
Section 3 - RECORD DATE AND CLOSING OF TRANSFER BOOKS
-----------------------------------------
In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not be more than sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action.
Section 4 - STOCK LEDGER
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The Corporation shall maintain a stock ledger which contains the name
and address of each stockholder and the number of shares of stock of each class
registered in the name of each stockholder. The stock ledger may be in written
form or in any other form which can be converted within a reasonable time into
written form for visual inspection. The original or a duplicate of the stock
ledger shall be kept at the offices of a transfer agent for the particular class
of stock, within or without the State of Maryland, or, if none, at the principal
office or the principal executive offices of the Corporation in the State of
Maryland.
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Section 5 - CERTIFICATION OF BENEFICIAL OWNERS
----------------------------------
The Board of Directors may adopt by resolution a procedure by which a
stockholder of the Corporation may certify in writing to the Corporation that
any shares of stock registered in the name of the stockholder are held for the
account of a specified person other than the stockholder. The resolution shall
set forth the class of stockholders who may certify; the purpose for which the
certification may be made, the form of certification and the information to be
contained in it; if the certification is with respect to a record date or
closing of the stock transfer books, the time after the record date or closing
of the stock transfer books within which the certification must be received by
the Corporation; and any other provisions with respect to the procedure which
the Board considers necessary or desirable. On receipt of a certification which
complies with the procedure adopted by the Board in accordance with this
Section, the person specified in the certification is, for the purpose set forth
in the certification, the holder of record of the specified stock in place of
the stockholder who makes the certification.
Section 6 - LOST, STOLEN OR DESTROYED STOCK CERTIFICATES
--------------------------------------------
The Board of Directors of the Corporation may determine the conditions
for issuing a new stock certificate in place of one which is purportedly alleged
to have been lost, stolen or destroyed, or the Board of Directors may delegate
such power to any officer or officers of the Corporation. In its discretion, the
Board of Directors or such officer or officers may refuse to issue such new
certificate except upon the order of a court having jurisdiction in the
premises.
ARTICLE VI - FINANCE
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Section 1 - CHECKS, DRAFTS, ETC.
--------------------
All checks, drafts and orders for the payment of money, notes and other
evidences of indebtedness, issued in the name of the Corporation, shall, unless
otherwise provided by resolution of the Board of Directors, be signed by the
President, an Executive Vice-President or a Vice-President and countersigned by
the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary.
Section 2 - ANNUAL STATEMENT OF AFFAIRS
---------------------------
There shall be prepared annually a full and correct statement of the
affairs of the Corporation, to include a balance sheet and a financial statement
of operations for the preceding fiscal year. The statement of affairs shall be
submitted at the annual meeting of the stockholders and, within twenty (20) days
after the meeting, placed on file at the Corporation's principal office. Such
statement shall be prepared or caused to be prepared by such executive officer
of the Corporation as may be designated in an additional or supplementary bylaw
adopted by the Board of Directors. If no other executive officer is so
designated, it shall be the duty of the President to prepare or cause to be
prepared such statement.
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Section 3 - FISCAL YEAR
-----------
The fiscal year of the Corporation shall commence on the first day of
January and end on the last day of December in each year.
ARTICLE VII - SUNDRY PROVISIONS
-------------------------------
Section 1 - BOOKS AND RECORDS
-----------------
The Corporation shall keep correct and complete books and records of
its accounts and transactions and minutes of the proceedings of its stockholders
and Board of Directors and of any executive or other committee when exercising
any of the powers of the Board of Directors. The books and records of the
Corporation may be in written form or in any other form which can be converted
within a reasonable time into written form for visual inspection. Minutes shall
be recorded in written form but may be maintained in the form of a reproduction.
Section 2 - CORPORATE SEAL
--------------
The Board of Directors shall provide a suitable seal, bearing the name
of the Corporation, which shall be in the charge of the Secretary. The Board of
Directors may authorize one or more duplicate seals and provide for the custody
thereof.
Section 3 - BONDS
-----
The Board of Directors may require any officer, agent or employee of
the Corporation to give a bond to the Corporation, conditioned upon the faithful
discharge of his duties, with one or more sureties and in such amount as may be
satisfactory to the Board of Directors.
Section 4 - VOTING UPON SHARES IN OTHER CORPORATIONS
----------------------------------------
Stock of other corporations or associations, registered in the name of
the Corporation, may be voted by the Chief Executive Officer, the President, an
Executive Vice-President or a proxy appointed by any of them. The Board of
Directors, however, may by resolution appoint some other person to vote such
shares, in which case such person shall be entitled to vote such shares upon the
production of a certified copy of such resolution.
Section 5 - MAIL
----
Any notice or other document which is required by these Bylaws to be
mailed shall be deposited in the United States mails, postage prepaid.
Section 6 - EXECUTION OF DOCUMENTS
----------------------
A person who holds more than one office in the Corporation may not act
in more than one capacity to execute, acknowledge, or verify an instrument
required by law to be executed, acknowledged or verified by more than one
officer.
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Section 7 - AMENDMENT OF BYLAWS
-------------------
The Board of Directors shall have the power and authority to amend,
alter or repeal these Bylaws or any provision thereof, and may from time to time
make additional Bylaws.
ARTICLE VIII - INDEMNIFICATION
------------------------------
Section 1 - RIGHT TO INDEMNIFICATION
------------------------
Each person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding"), by reason of
the fact that he, or a person of whom he is the legal representative, is or was
a director, officer, employee or agent of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise (including service with respect to employee benefit plans), whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Maryland General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said Law permitted
the Corporation to provide prior to such amendment) against all expenses,
liability and loss (including attorney's fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith; provided, however,
-------- -------
that the Corporation shall indemnify any such person seeking indemnity in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation. Such right to indemnification under this Section shall be a
contract right and shall include the right of an officer or director to be paid
by the Corporation expenses incurred in defending any civil or criminal action,
suit or proceeding in advance of the final disposition of any such action, suit
or proceeding, upon the receipt by the Corporation of an undertaking, by or on
behalf of such director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled to be
indemnified under this Section or otherwise.
Section 2 - RIGHT OF CLAIMANT TO BRING SUIT
-------------------------------
If a claim for indemnification or advancement of expenses under Section
1 is not paid in full by the Corporation within ninety (90) days after a written
claim for such has been received by the Corporation, the claimant may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim and, if successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such claim. It shall be a
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defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking has been tendered to the Corporation)
that the claimant has not met the standards of conduct which make it permissible
under the Maryland General Corporation Law for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
on the Corporation. Neither the failure of the Corporation (including its Board
of Directors, independent legal counsel, or its stockholders) to make a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he meets the applicable
standard of conduct set forth in the Maryland General Corporation Law, nor an
actual determination by the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the claimant did not meet
such applicable standard of conduct, shall be a defense to the action or cerate
a presumption that claimant has not met the applicable standard of conduct.
Section 3 - NON-EXCLUSIVITY OF RIGHTS
-------------------------
The rights conferred on any person by Sections 1 and 2 of this Article
VIII shall not be exclusive of any other right which such person may have or
hereafter acquire under any statute, provision of the Articles of Incorporation,
Bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
Section 4 - INSURANCE
---------
The Corporation may maintain insurance, at its expense, to protect
itself and any such director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or
loss under the Maryland General Corporation Law.
IN WITNESS WHEREOF, these Bylaws are hereby certified as the duly
adopted Bylaws of the Corporation on January 17, 2007.
/s/ Robert L. Davis
-------------------
Corporate Secretary
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