EXHIBIT 3.2
Amended 2/7/02
AMENDED AND RESTATED BYLAWS
OF
MARRIOTT INTERNATIONAL, INC.
ARTICLE I
OFFICES
Section 1.1 The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.
Section 1.2 The Corporation may also have offices at such other places both
within and without the State of Delaware as the board of directors may from time
to time determine or the business of the Corporation may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 2.1 All meetings of the shareholders for the election of directors
shall be held in Montgomery County, State of Maryland, at such place as may be
fixed from time to time by the board of directors or at such other place either
within or without the State of Delaware as shall be designated from time to time
by the board of directors and stated in the notice of the meeting. Meetings of
shareholders for any other purpose may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice of the meetings
or in a duly executed waiver of notice thereof.
Section 2.2 Annual shareholders' meetings shall be held on the second
Tuesday of May of each year, or at such other time as may be designated by the
board of directors, in the notice of the annual meeting, for the purpose of
electing directors and considering such other business as may properly come
before the meeting.
Section 2.3 Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each shareholder entitled to vote at
such meeting not less than ten days nor more than sixty days before the date of
the meeting.
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Section 2.4 The officer responsible for the Corporation's stock ledger
shall prepare at least ten days before every shareholders' meeting a complete
list of shareholders entitled to vote at the meeting, arranged in alphabetical
order, and showing the address and number of shares registered in the name of
each shareholder. The list shall be available for examination by any shareholder
for any purposes germane to the meeting, during ordinary business hours in the
Office of the Corporate Secretary at the Corporation's Headquarters for a period
of at least ten days prior to the meeting. The list shall also be available at
the shareholders' meeting for the inspection of any shareholders.
Section 2.5 Written notice of a special meeting, stating the place, date
and hour of the meeting, and the purpose or purposes for which the meeting is
called, shall be given to each shareholder entitled to vote at such meeting, not
less than ten nor more than sixty days before the date of the meeting.
Section 2.6 Business transacted at any special meeting of shareholders
shall be limited to the purposes stated in the notice.
Section 2.7 The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the shareholders, the shareholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than 30 days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each shareholder of record entitled to
vote at the meeting.
Section 2.8 When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Certificate of Incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.
Section 2.9 Each shareholder shall at every meeting of the shareholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such shareholder or such greater or lesser number of
votes per share as may be fixed by or pursuant to the Certificate of
Incorporation, but no proxy shall be voted on after three years from its date,
unless the proxy provides for a longer period.
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ARTICLE III
DIRECTORS
Section 3.1 Except as otherwise fixed by or pursuant to the provisions of
Article FOURTH of the Certificate of Incorporation relating to the rights of the
holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation to elect additional directors under
specified circumstances, the number of the directors of the Corporation shall be
fixed from time to time by the board of directors but shall not be less than
three. The directors, other than those who may be elected by the holders of any
class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation, shall be classified, with respect to the time for
which they severally hold office, into three classes, as nearly equal in number
as possible, as determined by the board of directors of the Corporation, one
class to be originally elected for a term expiring at the annual meeting of
shareholders to be held in 1998, another class to be originally elected for a
term expiring at the annual meeting of shareholders to be held in 1999, and
another class to be originally elected for a term expiring at the annual meeting
of shareholders to be held in 2000, with each class to hold office until its
successor is elected and qualified. At each annual meeting of the shareholders
of the Corporation, the successors of the class of directors whose term expires
at that meeting shall be elected to hold office for a term expiring at the
annual meeting of shareholders held in the third year following the year of
their election. Advance notice of shareholder nominations for the election of
directors shall be given in the manner provided in Section 3.13 of Article III
of these Bylaws.
Section 3.2 Except as otherwise provided for or fixed by or pursuant to the
provisions of Article FOURTH of the Certificate of Incorporation relating to the
rights of the holders of any class or series of stock having a preference over
the Common Stock as to dividends or upon liquidation to elect directors under
specified circumstances, newly created directorships resulting from any increase
in the number of directors and any vacancies on the board of directors resulting
from death, resignation, disqualification, removal or other cause shall be
filled by the affirmative vote of a majority of the remaining directors then in
office, even though less than a quorum of the board of directors. Any director
elected in accordance with the preceding sentence shall hold office for the
remainder of the full term of the class of directors in which the new
directorship was created or the vacancy occurred and until such director's
successor shall have been elected and qualified. No decrease in the number of
directors constituting the board of directors shall shorten the term of any
incumbent director. Subject to the rights of any class or series of stock having
a preference over the Common Stock as to dividends or upon liquidation to elect
directors under specified circumstances, any director may be removed from
office, with cause and only by the affirmative vote of the holders of at least
sixty-six and two-thirds percent (66 2/3%) of the voting power of all the shares
of the Corporation entitled to vote generally in the election of directors,
voting together as a single class.
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Section 3.3 The business of the Corporation shall be managed by its board
of directors which may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done by
the shareholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 3.4 The board of directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Delaware.
Section 3.5 The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
shareholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the shareholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.
Section 3.6 Regular meetings of the board of directors may be held without
notice at such time and at such place as shall from time to time be determined
by the board.
Section 3.7 Special meetings of the board may be called by the chairman of
the board, the president, or the secretary on the written request of any two
directors. Notice thereof stating the place, date and hour of the meeting shall
be given to each director either by mail not less than forty-eight (48) hours
before the date of the meeting, by telephone or telegram not less than
twenty-four (24) hours notice before the date of the meeting, or on such shorter
notice as the person or persons calling such meeting may deem necessary or
appropriate in the circumstances.
Section 3.8 At all meetings of the board of directors such number of
directors as shall be not less than one-third of the total number of the full
board of directors nor less than two shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the board of
directors, except as may be otherwise specifically provided by statute or by the
Certificate of Incorporation. If a quorum shall not be present at any meeting of
the board of directors the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.
Section 3.9 Unless otherwise restricted by the Certificate of Incorporation
or these Bylaws, 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 all members of the board or committee, as the case maybe, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the board or committee.
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Section 3.10 The board of directors may, by resolution passed by a majority
of the whole board, designate one or more committees, each committee to consist
of two or more of the directors of the Corporation, which, to the extent
provided in the resolution, shall have and may exercise the powers 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, in the absence or disqualification of any member of
such committee or committees, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the board of directors to act
at the meeting in the place of any such absent or disqualified member. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the board of directors. At all meetings of
committees of the board of directors, such number of members shall be not less
than one-half of the total number of the full committee nor less than two shall
constitute a quorum for the transaction of business and the act of a majority of
the members present at any committee meeting as which there is a quorum shall be
the act of the committee, except as may be otherwise specifically provided by
statute or by the Certificate of Incorporation.
Section 3.11 Each committee shall keep regular minutes of its meetings and
report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
Section 3.12 The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed sum
for attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefore. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
NOMINATION OF DIRECTORS
Section 3.13 Subject to the rights of holders of any class or series of
stock having a preference over the Common Stock as to dividends or upon
liquidation, nominations for the election of directors may be made by the board
of directors or a proxy committee appointed by the board of directors or by any
shareholder entitled to vote in the election of directors. However, any
shareholder entitled to vote in the election of directors at a meeting may
nominate a director only if written notice of such shareholder's intent to make
such nomination or nominations has been given, either by personal delivery or by
United States mail, postage prepaid, to the Secretary of the Corporation not
later than (i) with respect to an election of directors at an annual meeting of
shareholders, ninety days prior to
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the first anniversary of the preceding year's annual meeting; provided, however,
that in the event thedate of the annual meeting is advanced more than thirty
days or delayed by more than sixty days from such anniversary date, notice by
the shareholder must be so delivered not later than the close of business on the
seventh day following the day on which notice of such meeting is first given to
shareholders, and (ii) with respect to an election to be held at a special
meeting of shareholders for the election of directors, the close of business on
the seventh day following the date on which notice of such meeting is first
given to shareholders. Each such notice shall set forth: (a) the name and
address of the shareholder who intends to make the nomination and of the person
or persons to be nominated; (b) a representation that the shareholder is a
holder of record of stock of the Corporation entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (c) a description of all arrangements
or understandings between the shareholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder; (d) such other information
regarding each nominee proposed by such shareholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission, had the nominee been nominated, or intended
to be nominated, by the board of directors; and (e) the consent of each nominee
to serve as a director of the Corporation if so elected. The chairman of the
meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.
SHAREHOLDER PROPOSAL
Section 3.14. Any shareholder entitled to vote in the election of directors
and who meets the requirements of the proxy rules under the Securities Exchange
Act of 1934, as amended, may submit to the directors proposals to be considered
for submission to the shareholders of the Corporation for their vote at the
annual meeting of shareholders. The introduction of any shareholder proposal
that the directors decide should be voted on by the shareholders of the
Corporation, shall be made by notice in writing delivered or mailed by first
class United States mail, postage prepaid, to the secretary of the Corporation,
and received by the secretary not less than ninety days prior to the first
anniversary of the preceding year's annual meeting of shareholders; provided,
however, that in the event the date of the annual meeting of shareholders is
advanced more than thirty days or delayed by more than sixty days from such
anniversary date, notice by the shareholder must be so delivered not later than
the close of business on the seventh day following the date on which notice of
such meeting is first given to shareholders. Each such notice shall set forth:
(a) the name and address of the shareholder who intends to make the proposal and
the text of the proposal to be introduced; (b) the class and number of shares of
stock held of record, owned beneficially and represented by proxy by such
shareholder as of the record date for the meeting (if such date shall then have
been made publicly available) and as of the date of such notice; and (c) a
representation that the shareholder intends to appear in person or by proxy at
the meeting to introduce the proposal or proposals, specified in the notice. The
Chairman of the meeting may refuse to acknowledge the introduction of any
shareholder proposal not made in compliance with the foregoing procedure.
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Notwithstanding any other provision of these Bylaws, the Corporation shall
be under no obligation to include any shareholder proposal in its proxy
statement materials if the board of directors reasonably believes that the
proponent(s) thereof have not complied with Sections 13 and 14 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder, and the Corporation shall not be required to include in its proxy
statement materials any shareholder proposal not required to be included in its
proxy materials in accordance with such Act, rules and regulations.
ARTICLE IV
NOTICES
Section 4.1 Whenever, under the provisions of the statutes or of the
Certificate of Incorporation or of these Bylaws, notice is required to be given
to any director or shareholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by any means not prohibited by
the provisions of the statutes, including by mail, electronic delivery
(including through the internet or similar system) or other means. If given in
writing, by mail, addressed to such director or shareholder at his address as it
appears on the records of the Corporation, with postage thereon prepaid, such
notice shall be deemed to be given at the time when the same shall be deposited
in the United States mail, and if given by electronic delivery, such notice
shall be deemed to be given at the time when such electronic delivery is
transmitted. Without limiting the foregoing, notice may be provided to directors
by telecopier or telegram.
Section 4.2 Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
Section 5.1 The officers of the Corporation shall consist of a president, a
secretary, a treasurer, and, if deemed necessary, expedient, or desirable by the
board of directors, a chairman and/or a vice chairman of the board of directors,
chief executive officer, chief operating officer, chief financial officer, chief
legal officer, controller, one or more executive vice presidents, senior vice
presidents, vice presidents, assistant vice presidents, assistant secretaries,
assistant treasurers and such other officers with such titles as the resolution
of the board of directors choosing them shall designate. Except as may otherwise
be provided in the resolution of the board of directors choosing him/her, no
officer need be a director of the Corporation. Any number of offices may be held
by the same person as the directors may determine.
Section 5.2 Corporate officers shall be appointed at the first board of
directors' meeting held after the annual shareholders' meeting and at such other
meetings as the board may determine.
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Section 5.3 Corporate officers shall serve for such terms and shall have
such duties and powers as may be designated in the Bylaws or by the board of
directors.
Section 5.4 Corporate officers shall hold office until a successor is
elected and qualified or until their earlier resignation or removal from office.
Any officer may resign at any time upon written notice to the Corporation.
Corporate officers may be removed at any time by majority vote of the board of
directors. Vacancies in corporate offices may be filled by the board of
directors.
THE CHAIRMAN OF THE BOARD
Section 5.5 The chairman of the board shall preside at all meetings of
shareholders and directors.
THE VICE-CHAIRMAN OF THE BOARD
Section 5.6 The vice-chairman of the board shall preside at meetings of
shareholders and directors if the chairman of the board is absent or unable to
serve as chairman at any such meeting.
THE PRESIDENT
Section 5.7 The president shall have general and active supervision of the
business of the Corporation and shall see that all orders and resolutions of the
board of directors are carried into effect and shall be responsible to the
chairman, as well as to the board of directors for the execution of such duties
and powers. The president shall, in the absence or inability to act of the
chairman and vice-chairman of the board, assume and carry out all
responsibilities set forth with respect to such chairman and vice-chairman.
Section 5.8 He shall execute bonds, mortgages, and other contracts
requiring a seal, under the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the Corporation.
THE VICE PRESIDENTS
Section 5.9 Executive vice presidents, senior vice presidents, vice
presidents, and assistant vice presidents shall have duties and powers as the
board of directors may designate.
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THE SECRETARY AND ASSISTANT SECRETARIES
Section 5.10 The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders and record all the proceedings of
the meetings of the Corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the shareholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the Corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
signature.
Section 5.11 The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors, shall,
in the absence or disability of the secretary, perform the duties and exercise
the powers of the secretary and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 5.12 The treasurer shall have the custody of the Corporate funds
and securities and shall deposit all monies and other valuable effects in the
name and to the credit of the Corporation in such depositories as may be
designated by the board of directors.
Section 5.13 The treasurer shall have the authority to invest the normal
funds of the Corporation in the purchase and acquisition and to sell and
otherwise dispose of these investments upon such terms as he may deem desirable
and advantageous, and shall, upon request, render to the president and the
directors an accounting of all such normal investment transactions.
Section 5.14 He shall disburse the funds of the Corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
Corporation.
Section 5.15 If required by the board of directors, he shall give the
Corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the Corporation, in case of his death, resignation, retirement, or removal from
office, of all books, papers, vouchers, money, and other property of whatever
kind in his possession or under his control belonging to the Corporation.
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Section 5.16 The assistant treasurer, or if there shall be more than one,
the assistant treasurers in the order determined by the board of directors,
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.
Section 5.17 The controller shall keep the Corporation's accounting records
and shall prepare accounting reports of the operating results as required by the
board of directors and governmental authorities.
Section 5.18 The controller shall establish systems of internal control and
accounting procedures for the protection of the Corporation's assets and funds.
ARTICLE VI
CERTIFICATES OF STOCK
Section 6.1 The interest of holders of stock in the Corporation shall be
evidenced by certificates for shares of stock in such form as the appropriate
officers of the Corporation may from time to time prescribe; provided, that the
board of directors may provide by resolution or resolutions that all or some of
all classes or series of the stock of the Corporation shall be represented by
uncertificated shares. Notwithstanding the adoption of such a resolution by the
board of directors of the Corporation, every holder of stock represented by a
certificate and upon request every holder of uncertificated shares shall be
entitled to have a certificate signed by, or in the name of the Corporation by,
the chairman or vice-chairman of the board of directors, or the president or a
vice president, and by the secretary or an assistant secretary, or by the
treasurer or an assistant treasurer of the Corporation, representing the number
of shares owned by him in the Corporation registered in certificated form. All
certificates shall also be signed by a transfer agent and by a registrar. Except
as otherwise expressly provided by law, the rights and obligations of the
holders of uncertificated stock and the rights and obligations of the holders of
certificates representing stock of the same class and series shall be identical.
Section 6.2 All signatures which appear on the certificate may be facsimile
including, without limitation, signatures of officers of the Corporation or the
signatures of the stock transfer agent or registrar. In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if such person were such officer, transfer
agent, or registrar at the date of issue.
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Section 6.3 If the Corporation shall be authorized to issue more than one
class of stock or more than one series of any class, the designations,
preferences, and relative, participating, optional, or other special rights of
each class of stock or series thereof and the qualifications, limitations, or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock; provided, however, that except
as otherwise provided in Section 202 of the General Corporation Law of Delaware,
in lieu of the foregoing requirements, there may be set forth on the face or
back of the certificate which the Corporation shall issue to represent such
class or series of stock, a statement that the Corporation will furnish without
charge, to each shareholder who so requests, the designations, preferences, and
relative, participating, optional, or other special rights of each class of
stock or series thereof and the qualifications, limitations, or restrictions of
such preferences and/or rights.
LOST CERTIFICATES
Section 6.4 The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen, or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen, or destroyed. When authorizing such
issue of a new certificate or certificates, the board of directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative to advertise the same in such manner as it shall require
and/or to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen, or destroyed.
TRANSFERS OF STOCK
Section 6.5 The shares of the stock of the Corporation represented by
certificates shall be transferred on the books of the Corporation by the holder
thereof in person or by his attorney, upon surrender for cancellation of
certificates for the same number of shares, with an assignment and power of
transfer endorsed thereon or attached thereto, duly executed, with such proof of
the authenticity of the signature as the Corporation or its agents may
reasonably require. Upon receipt of proper transfer instructions from the
registered owner of uncertificated shares such uncertificated shares shall be
canceled and issuance of new equivalent uncertificated shares or certificated
shares shall be made to the person entitled thereto and the transaction shall be
recorded upon the books of the Corporation. Within a reasonable time after the
issuance or transfer of uncertificated stock, the Corporation shall send or
cause to be sent to the registered owner thereof a written notice containing the
information required to be set forth or stated on certificates pursuant to
Delaware Law or, unless otherwise provided by Delaware Law, a statement that the
Corporation will furnish without charge to each stockholder who so requests the
powers, designations, preferences and relative participating, optional or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.
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FIXING RECORD DATE
Section 6.6 In order that the Corporation may determine the shareholders
entitled to notice of or to vote at any meeting of shareholders 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 nor less than ten days before the date
of such meeting, nor more than sixty days prior to any other action. A
determination of shareholders of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.
REGISTERED SHAREHOLDERS
Section 6.7 The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 7.1 Dividends upon the capital stock of the Corporation, subject to
the provisions of the Certificate of Incorporation, if any, may be declared by
the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation.
Section 7.2 Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
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ANNUAL STATEMENT
Section 7.3 The board of directors shall present at each annual meeting and
at any special meeting of the shareholders when called for by vote of the
shareholders a full and clear statement of the business and condition of the
Corporation.
CHECKS
Section 7.4 All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.
FISCAL YEAR
Section 7.5 The fiscal year of the Corporation shall be fixed by resolution
of the board of directors.
SEAL
Section 7.6 The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization, and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
INDEMNIFICATION OF OFFICERS, ETC.
Section 7.7 (a) Each person who was or is a party or is threatened to be
made a party to or is otherwise involved in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding") (other than an action by or in the
right of the Corporation) by reason of the fact that such person is or was a
director, officer or employee of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise (hereinafter
an "indemnitee"), whether the basis of such proceeding is alleged activity 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 Delaware 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 permitted prior thereto), against all expense, liability and loss
(including attorneys' fees, judgments, fines and amounts paid in settlement)
actually and reasonably incurred by such person in connection with such
proceeding; provided that, (i) except with respect to proceedings to enforce
rights to indemnification, the
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Corporation shall indemnify any such indemnitee in connection with a proceeding
(or part thereof) initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the board of directors, and (ii) such person acted in
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which such person reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to believe that such
person's conduct was unlawful.
(b) The Corporation shall indemnify each person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that such person is or was a director, officer or employee of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
Court of Chancery of the State of Delaware or the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
(c) To the extent that a director, officer or employee of the Corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections (a) and (b) of this Section 7.7, or in
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith. For purposes of determining the
reasonableness of any such expenses, a certification to such effect by any
member of the Bar of the State of Delaware, which member of the Bar may have
acted as counsel to any such director, officer or employee, shall be binding
upon the Corporation unless the Corporation establishes that the certification
was made in bad faith.
(d) Any indemnification under subsections (a) and (b) of this Section 7.7
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer or employee is proper in the circumstances because any such person has
met the applicable standard of conduct set forth in subsections (a) and (b) of
this Section 7.7. Such determination shall be made (i) by the board of
directors, by a majority vote of directors who were not parties to such action,
suit or proceeding, or (ii) if there are no such directors or if such directors
so direct, by independent legal counsel in a written opinion, or (iii) by the
shareholders.
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(e) Expenses (including attorneys' fees) incurred by an officer, director
or employee of the Corporation in defending any civil, criminal, administrative
or investigative action, suit or proceeding, shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director, officer or employee to repay
such amount if it shall ultimately be determined that any such person is not
entitled to be indemnified by the Corporation as authorized by this Section 7.7.
Notwithstanding the foregoing, no advance shall be made by the Corporation if a
determination is reasonably and promptly made by a majority vote of those
directors who are not parties to such action, suit or proceeding, or, if there
are no such directors or if such directors so direct, by independent legal
counsel in a written opinion, that, based upon the facts known to such directors
or counsel at the time such determination is made, such person acted in bad
faith and in a manner that such person did not believe to be in or not opposed
to the best interests of the corporation, or, with respect to any criminal
proceeding, that such person had reasonable cause to believe his conduct was
unlawful.
(f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this Section 7.7 shall not be deemed
exclusive of any other rights to which any person seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.
(g) The Corporation may but shall not be required to purchase and maintain
insurance on behalf of any person who is or was a director, officer or employee
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by such person in any capacity, or arising out of such
person's status as such, whether or not the Corporation would have the power to
indemnify such person against such liability under this Section 7.7. The
Corporation may create a trust fund, grant a security interest or use other
means (including, without limitation, a letter of credit) to ensure the payment
of such sums as may become necessary to effect indemnification as provided
herein.
(h) For purposes of this Section 7.7, references to "the Corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees, so that any
person who is or was a director, officer or employee of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
this Section 7.7 with respect to the resulting or surviving corporation as such
person would have had with respect to such constituent corporation if its
separate existence had continued.
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(i) For purposes of this Section 7.7, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer or employee of the Corporation which imposes
duties on, or involves services by, such director, officer or employee with
respect to an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner such person reasonably believed
to be in the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not opposed to the best
interests of the Corporation" as referred to in this Section 7.7.
(j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this Section 7.7 shall, unless otherwise provided when authorized
or ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
(k) This Section 7.7 shall be interpreted and construed to accord, as a
matter of right, to any person who is or was a director, officer or employee of
the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, the full measure of indemnification and
advancement of expenses permitted by Section 145 of the Business Corporation Law
of the State of Delaware.
(l) Any costs incurred by any person in enforcing the provisions of this
Section 7.7 shall be an indemnifiable expense in the same manner and to the same
extent as other indemnifiable expenses under this Section 7.7.
(m) No amendment, modification or repeal of this Section 7.7 shall have the
effect of or be construed to limit or adversely affect any claim or right to
indemnification or advancement of expenses made by any person who is or was a
director, officer or employee of this Corporation with respect to any state of
facts which existed prior to the date of such amendment, modification or repeal,
whether or not the Corporation has been notified of such claim, or such right
has been asserted, prior to such date. Accordingly, any amendment, modification
or repeal of this Section 7.7 shall be deemed to have prospective application
only and shall not be applied retroactively.
BOOKS AND RECORDS
Section 7.8 No shareholder shall have any right of inspecting any account,
or book, or paper or document of this Corporation, except as conferred by law or
by resolution of the shareholders or directors.
Section 7.9 The accounts, books, papers and documents of this Corporation
shall be kept at the principal office of the Corporation in Montgomery County,
Maryland or at such other place or places as may be required by law or
designated by resolution of the shareholders or directors.
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ARTICLE VIII
BYLAW AMENDMENTS
Subject to the provisions of the Certificate of Incorporation, these Bylaws
may be altered, amended or repealed at any regular meeting of the shareholders
(or at any special meeting thereof duly called for that purpose) by a majority
vote of the shares represented and entitled to vote at such meeting; provided
that in the notice of such special meeting notice of such purpose shall be
given. Subject to the laws of the State of Delaware, the Certificate of
Incorporation and these Bylaws, the board of directors may by majority vote of
those present at any meeting at which a quorum is present amend these Bylaws, or
enact such other Bylaws as in their judgment may be advisable for the regulation
of the conduct of the affairs of the Corporation, except that Sections 3.1, 3.2
and 3.13 of Article III and Articles VIII and IX of the Bylaws may be amended
only by the affirmative vote of the holders of at least sixty-six and two-thirds
percent (66 2/3%) of the voting power of all the shares of the Corporation
entitled to vote generally in the election of directors, voting together as a
single class.
ARTICLE IX
SHAREHOLDER ACTION
Any action required or permitted to be taken by the shareholders of the
Corporation must be effected at a duly called annual or special meeting of such
holders and may not be effected by any consent in writing by such holders.
Except as otherwise required by law and subject to the rights of the holders of
any class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation, special meetings of shareholders of the
Corporation may be called only by the board of directors pursuant to a
resolution approved by a majority of the entire board of directors.
END OF BYLAWS
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