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PROVIDENT BANKSHARES CORPORATION
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 at
such time during April of each year 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,
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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
a the meeting, present in person or by proxy, shall constitute a quorum. The
affirmative vote of a majority of the shares present 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 Certificate 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.
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(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
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
one hundred-twenty (120) days prior to the date of the annual meeting; provided,
however, that in the event that less than one hundred-thirty (130) 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 one hundred-twenty (120) days prior to the date of the meeting; provided,
however, that in the event that less than one hundred-thirty (130) 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
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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.
Section 8 - VOTING
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Unless the Certificate of Incorporation provides for a greater or lesser
number of votes per share or limits or denies voting rights, each outstanding
share of stock, regardless of class, 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 a 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 - LIST OF STOCKHOLDERS
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For at least ten (10) days prior to every meeting of stockholders, a full,
true and complete list of all stockholders entitled to vote at such meeting,
showing the address of each stockholder and the number and class of shares
registered in his or her name and certified by the transfer agent for such class
or by the officer having charge of the Corporation's stock ledger shall be open
to the examination of any stockholder for any purpose germane to the meeting,
during ordinary business hours at the Corporation's principal office in
Maryland. Such list shall be open for inspection at such meeting by any
stockholder present.
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
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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 Certificate 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.
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 be
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. Each director
shall hold office until his successor is elected and qualified or until his
earlier resignation or removal.
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.
(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 sixty-eight (68) years of age, and upon the date of such annual
meeting of stockholders such individual shall cease to be a director of the
Corporation. 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 the holders of any class or series of preferred
stock then outstanding, any vacancy in the Board of Directors, including one
occurring because of an increase in the authorized number of directors, shall be
filled by a majority vote of the remaining directors at any regular or special
meeting of the Board of Directors, but if a vacancy exists at the time of any
annual
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meeting of stockholders, such vacancy shall be filled by majority vote of the
shares entitled to vote at such meeting. An individual chosen to fill a vacancy
created by the death, removal, resignation or expiration of the term of a
director shall hold office for the remainder of the departed director's term and
until his successor is elected and qualified, or until his earlier resignation
or removal. An individual chosen to fill a vacancy created by an increase in the
authorized number of directors of the Corporation shall hold office for such
term as the Board of Directors shall specify in accordance with Article III,
Section 3(a), and in any event until his successor is elected and qualified or
until his earlier resignation or removal.
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
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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.
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
Certificate 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.
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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
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 Certificate 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
Post President and Vice-President of the Corporation.
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Section 2 - CHAIRMAN OF THE BOARD
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The Chairman of the Board, of 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.
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 VicePresidents may perform any of
such duties or exercise any of such functions. The Executive VicePresident 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
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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.
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
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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
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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
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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.
ARTICLE V - STOCK
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Section 1 - CERTIFICATES FOR STOCK
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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
Certificate 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
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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
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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.
Section 5 - CERTIFICATION OF BENEFICIAL OWNERS
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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
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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
--------------------
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 VicePresident 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
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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.
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.
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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.
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, 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
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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 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.
Nether 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 Certificate 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
By-laws of the Corporation.
---------------------------------
Secretary
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