Exhibit 3.2
FTI CONSULTING, INC.
(Amended and Restated)
BY-LAWS
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Reflecting All Amendments Duly Adopted Through March 28, 2001
ARTICLE I
SECTION 1. Principal Office. The principal office of the corporation in
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the State of Maryland shall be located at 2021 Research Drive, Annapolis,
Maryland 21401, or at any other place as the Board of Directors may designate.
SECTION 2. Additional Offices. The Corporation may have offices at such
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other places as the Board of Directors may from time-to-time determine or the
business of the Corporation may require.
ARTICLE II
STOCKHOLDERS
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SECTION 1. Place of Meetings. Meetings of stockholders shall be held at
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such place in the United States as is set from time to time by the Board of
Directors.
SECTION 2. Annual Meeting. An annual meeting of the stockholders for the
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election of directors and the transaction of any business within the powers of
the Corporation shall be held on the third Wednesday in May of each year or a
date no more than 31 days thereafter and at such time and place as the Board of
Directors shall determine. Except as the Charter or statute provides otherwise,
any business may be considered at an annual meeting without the purpose of the
meeting having been specified in the notice. The failure to hold an annual
meeting does not invalidate the Corporation's existence or affect any otherwise
valid corporate acts.
SECTION 3. Special Meeting. At any time in the interval between annual
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meetings, a special meeting of the stockholders may be called by the chief
executive officer or the president or by a majority of the Board of Directors by
vote at a meeting or in writing (addressed to the secretary of the Corporation)
with or without a meeting. Subject to the procedures set forth in Sections 12
and 13 and this Section, special meetings of the stockholders shall be called by
the secretary at the request of stockholders only on the written request of
stockholders entitled to cast at least 50% of all the votes entitled to be cast
at the meeting. A request for a special meeting shall state the purpose of the
meeting and the matters proposed to be acted on at it. The secretary shall
inform the stockholders who make the request of the reasonably estimated costs
of preparing and mailing a notice of the meeting and, on payment of these costs
to the Corporation, notify each stockholder entitled to notice of the meeting.
The Board of Directors shall have sole power to fix the date and time of the
special meeting. The Board of Directors, the
president, chief executive officer or secretary shall fix a record date for such
special meeting of the stockholders, which date shall be at least ten days, but
not more than 90 days, before the date of the meeting. Unless requested by
stockholders entitled to cast a majority of all the votes entitled to be cast at
the meeting, a special meeting need not be called to consider any matter which
is substantially the same as a matter voted on at any special meeting of
stockholders held in the preceding 12 months.
SECTION 4. Notice of Meetings. Not less than ten (10) no more than ninety
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(90) days before each stockholders' meeting, the secretary shall give written
notice of the meeting to each stockholder entitled to vote at the meeting and
each other stockholder entitled to notice of the meeting. The notice shall state
the time and place of the meeting and, if the meeting is a special meeting or
notice of the purpose is required by statute, the purpose of the meeting. Notice
is given to a stockholder when it is personally delivered to him, left at his
residence or usual place of business, or mailed to him at his address as it
appears on the records of the Corporation. If mailed, such notice shall be
deemed to be given when deposited in the United States mail addressed to the
stockholder at his post office address as it appears on the records of the
Corporation, with postage thereon prepaid.
SECTION 5. Quorum. At any meeting of stockholders, the presence in person
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or by proxy of stockholders entitled to cast a majority of all votes entitled to
be cast at the meeting shall constitute a quorum, but this section shall not
affect any requirement under any statute or the Charter for the vote necessary
for the adoption of any measure. If, however, such quorum shall not be present
at any meeting of the stockholders, the stockholders entitled to vote at such
meeting, present in person or by proxy, shall have the power to adjourn the
meeting form time to time to a date not more than one hundred twenty (120) days
after the original record date without notice other than announcement at the
meeting until such quorum shall be present. At 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 6. Voting. For directors: Except as set forth in the Charter,
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each share of stock may be voted for as many individuals as there are directors
to be elected. Votes may only be cast "for" the election of a director.
Cumulative voting shall not be allowed. At any election of directors or of a
single director, as many individuals as there are directors to be elected and
receiving the highest number of votes for election to the Board shall be
considered duly elected. On other matters: A majority of the votes cast at a
meeting of stockholders duly called and at which a quorum is present shall be
sufficient to approve any other matter which may properly come before the
meeting, unless more than a majority of the votes cast is required by statute or
the Charter. Unless otherwise provided in the Charter, each outstanding share of
stock shall be entitled to one vote for or against each matter submitted to a
vote at a meeting of stockholders.
SECTION 7. Proxies. A stockholder may vote the shares of stock owned of
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record by him, either in person or by proxy executed in writing by the
stockholder or by his duly authorized attorney in fact. Such proxy shall be
filed with the secretary of the Corporation before or at the time of the
meeting. No proxy shall be valid after eleven (11) months from the date of its
execution, unless otherwise provided in the proxy.
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SECTION 8. Voting of Shares by Certain Holders. Shares registered in the
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name of another corporation, if entitled to be voted, may be voted by the
president, a vice president or a proxy appointed by the president or a vice
president of such other corporation, unless some other person who has been
appointed to vote such shares pursuant to a bylaw or a resolution of the board
of directors of such other corporation presents a certified copy of such by-law
or resolution, in which case such person may vote such shares. Any fiduciary may
vote shares registered in his name as such fiduciary, either in person or by
proxy.
Shares of its own stock directly or indirectly owned by this Corporation
shall not be voted at any meeting and shall not be counted in determining the
total number of outstanding shares entitled to be voted at any given time,
unless they are held by it in a fiduciary capacity, in which case they may be
voted and shall be counted in determining the total number of outstanding shares
at any given time.
The Board of Directors may adopt by resolution a procedure by which a
stockholder 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 of Directors considers necessary or desirable. On receipt of such
certification, the person specified in the certification shall be regarded as,
for the purposes set forth in the certification, the stockholder of record of
the specified stock in place of the stockholder who makes the certification.
SECTION 9. Inspectors. At any meeting of the stockholders, the chairman
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of the meeting may, or upon the request of any stockholder shall, appoint one or
more persons as inspectors for such meeting. Such inspectors shall ascertain and
report the number of shares represented at the meeting based upon their
determination of the validity and effect of proxies, count all votes, report the
results and perform such other acts as are proper to conduct the election and
voting with impartiality and fairness to all the stockholders.
Each report of an inspector shall be in writing and signed by him or by a
majority of them if there is more than one inspector acting at such meeting. If
there is more than one inspector, the report of a majority shall be the report
of the inspectors. The report of the inspector or inspectors on the number of
shares represented at the meeting and the results of the voting shall be prima
facie evidence thereof.
SECTION 10. Informal Action by Stockholders. Any action required or
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permitted to be taken at a meeting of stockholders may be taken without a
meeting if a consent in writing, setting forth such action, is signed by each
stockholder entitled to vote on the matter, and any other stockholder entitled
to notice of a meeting of stockholders (but not to vote thereat) has waived in
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writing any right to dissent from such action, and such consent and waiver are
filed with the minutes of proceedings of the stockholders.
SECTION 11. Voting by Ballot. Voting on any question or in any election
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may be viva voce unless the presiding officer shall order or any stockholder
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shall demand that voting be by ballot.
SECTION 12. Advance Notice Provisions for Election of Directors. Only
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persons who are nominated in accordance with the following procedures shall be
eligible for election as directors of the Corporation. Nominations of persons
for election to the Board of Directors may be made at any annual meeting of
stockholders, or at any special meeting of stockholders called for the purpose
of electing directors, (a) by or at the direction of the Board of Directors (or
any duly authorized committee thereof) or (b) by any stockholder of the
Corporation (i) who is a stockholder of record on the date of the giving of the
notice provided for in this Section and on the record date for the determination
of stockholders entitled to vote at such meeting and (ii) who complies with the
notice procedures set forth in this Section. A stockholder's notice must be
delivered to or mailed and received by the secretary at the principal executive
offices of the Corporation (a) in the case of an annual meeting, not less than
90 days or more than 120 days prior to the first anniversary of the mailing date
of the notice of the preceding year's annual meeting; provided, however, that in
the event that the date of the annual meeting is advanced by more than 30 days
or delayed by more than 60 days from the anniversary date of the preceding
year's annual meeting, notice by the stockholder must be so delivered not
earlier than the 90th day prior to such annual meeting and not later than the
close of business on the later of the 60th day prior to such annual meeting or
the tenth day following the day on which public announcement of the date of such
annual meeting is first made; and (b) in the case of a special meeting of
stockholders called for the purpose of electing directors, not later than the
close of business on the tenth day following the day on which notice of the date
of the special meeting was mailed or public announcement of the date of the
special meeting was made, whichever first occurs. A stockholder's notice to the
secretary must be in writing and set forth (a) as to each person whom the
stockholder proposes to nominate for election as a director, all information
relating to such person that is required to be disclosed in connection with
solicitations of proxies for election of directors pursuant to Regulation 14A of
the Exchange Act, and the rules and regulations promulgated thereunder; and (b)
as to the stockholder giving the notice (i) the name and address of such
stockholder as they appear on the Corporation's books and of the beneficial
owner, if any, on whose behalf the nomination is made, (ii) the class or series
and number of shares of capital stock of the Corporation which are owned
beneficially or of record by such stockholder and such beneficial owner, (iii) a
description of all arrangements or understandings between such stockholder and
each proposed nominee and any other person or persons (including their names)
pursuant to which the nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person or by proxy at
the meeting to nominate the persons named in its notice and (v) any other
information relating to such stockholder that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Regulation 14A of
the Exchange Act and the rules and regulations promulgated thereunder. Such
notice must be accompanied by a written consent of each proposed nominee to be
named as
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a nominee and to serve as a director if elected. No person shall be eligible for
election as a director of the Corporation unless nominated in accordance with
the procedures set forth in this Section. If the chairman of the meeting
determines that a nomination was not made in accordance with the foregoing
procedures, the chairman of the meeting shall declare to the meeting that the
nomination was defective and such defective nomination shall be disregarded. No
adjournment or postponement of a meeting of stockholders shall commence a new
period for the giving of notice of a stockholder proposal hereunder.
SECTION 13. Advance Notice Provisions for Business to be Transacted at
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Annual Meeting. No business may be transacted at an annual meeting of
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stockholders, other than business that is either (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors (or any duly authorized committee thereof), (b) otherwise properly
brought before the annual meeting by or at the direction of the Board of
Directors (or any duly authorized committee thereof) or (c) otherwise properly
brought before the annual meeting by any stockholder of the Corporation (i) who
is stockholder of record on the date of the giving of the notice provided for in
this Section and on the record date for the determination of stockholders
entitled to vote at such annual meeting and (ii) who complies with the notice
procedures set forth in this Section. A stockholder's notice must be delivered
to or mailed and received by the secretary at the principal executive offices of
the Corporation not less than 90 days or more than 120 days prior to the first
anniversary of the mailing date of the notice of the preceding year's annual
meeting; provided, however, that in the event that the date of the annual
meeting is advanced by more than 30 days or delayed by more than 60 days from
the anniversary date of the preceding year's annual meeting, notice by the
stockholder must be so delivered not earlier than the 90th day prior to such
annual meeting and not later than the close of business on the later of the 60th
day prior to such annual meeting or the tenth day following the day on which
public announcement of the date of such meeting is first made. A stockholder's
notice to the secretary must be in writing and 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 of
such stockholder as they appear on the Corporation's books and of the beneficial
owner, if any, on whose behalf the proposal is made, (iii) the class or series
and number of shares of capital stock of the Corporation which are owned
beneficially or of record by such stockholder and such beneficial owner, (iv) a
description of all arrangements or understandings between such stockholder and
any other person or persons (including their names) in connection with the
proposal of such business by such stockholder and any material interest of such
stockholder in such business and (v) a representation that such stockholder
intends to appear in person or by proxy at the annual meeting to bring such
business before the meeting. No business shall be conducted at the annual
meeting of stockholders except business brought before the annual meeting in
accordance with the procedures set forth in Section 12 or in this Section,
provided, however, that once business has been properly brought before the
annual meeting in accordance with such procedures, nothing in Section 12 nor in
this Section shall be deemed to preclude discussion by any stockholder of any
such business. If the chairman of an annual meeting determines that business was
not properly brought before the annual meeting in accordance with the foregoing
procedures, the chairman of the meeting shall declare to the meeting that the
business was not properly brought before the meeting and such business shall
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not be transacted. No adjournment or postponement of a meeting of stockholders
shall commence a new period for the giving of notice of a stockholder proposal
hereunder.
ARTICLE III
DIRECTORS
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SECTION 1. General Powers. The business affairs of the Corporation shall
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be managed under the direction of its Board of Directors.
SECTION 2. Number and Tenure of Directors. The Corporation shall have the
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number of directors provided in the Charter until changed as herein provided.
The Board of Directors shall be divided into three classes. The members of each
class will serve three-year terms. The Board will be comprised of two Class I
Directors, two Class II Directors and three Class III Directors with each class
of directors serving a staggered term of one, two or three years commencing with
the initial classification of the Board. At each annual election after such
classification, the number of directors for the class whose term expires on the
day of such election shall be elected for a term ending on the third annual
meeting of stockholders after their election and until their successors are
elected and qualified. The vote of a majority of the entire Board of Directors
may alter the number of directors of any class set by the Charter to not exceed
15 directors comprising the Board of Directors in total nor less than the
minimum number then permitted herein, but the action may not affect the tenure
of office of any director.
SECTION 3. Removal of Director. The stockholders may, at any time remove
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any director for cause, by the affirmative vote of the majority of the shares
entitled to vote for the election of directors.
SECTION 4. Annual and Regular Meetings. An annual meeting of the Board of
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Directors shall be held immediately after and at the same place as the annual
meeting of stockholders, no notice other than this Bylaw being necessary. The
Board of Directors may provide, by resolution, the time and place, either within
or without the State of Maryland, for the holding of regular meetings of the
Board of Directors without other notice than such resolution.
SECTION 5. Special Meetings. Special meetings of the Board of Directors
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may be called by the Chairman or at the request of the president, the chief
executive officer, or by a majority of the Directors. 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 any
special meeting of the Board of Directors called by them.
SECTION 6. Notice. Notice of any special meeting shall be given by
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written notice delivered personally, telegraphed, telecopied or mailed to each
director at his business or residence address. Personally delivered, telecopied
or telegram notices shall be given at least twenty-four (24) hours prior to the
meeting. Notice by mail shall be given at least five (5) days prior to the
meeting. If mailed, such notice shall be deemed to be given when deposited in
the
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United States mail properly addressed, with postage thereon prepaid. If notice
be given by telegram, such notice shall be deemed to be given when the telegram
is delivered to the telegraph company. If notice be given by telecopy, such
notice shall be deemed to be given upon confirmation of transmission. Neither
the business to be transacted at, nor the purpose of any annual, regular or
special meeting of the Board of Directors need be specified in the notice,
unless specifically required by statute or these Bylaws.
SECTION 7. Quorum. A majority of the whole number of directors shall
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constitute a quorum for transaction of business at any meeting of the Board of
Directors, provided that, if less than a quorum of directors is present at a
meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice other than by announcement.
The directors present at a meeting which has been duly called and convened
may continue to transact business until adjournment, notwithstanding the
withdrawal of enough directors to leave less than a quorum.
SECTION 8. Voting. The action of the majority of the directors authorized
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to vote shall be the action of the Board of Directors, unless the concurrence of
a greater proportion is required for such action by applicable statute or by the
charter.
SECTION 9. Telephone Meetings. Members of the Board of Directors may
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participated in a meeting by means of a conference telephone or similar
communications equipment if all persons participated in the meeting can hear
each other at the same time. Participation in a meeting by these means shall
constitute presence in person at the meeting.
SECTION 10. Informal Action by Directors. Any action required or
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permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting, if a consent in writing to such action is signed by each
director and such written consent is filed in the minutes of proceedings of the
Board of Directors.
SECTION 11. Vacancy on Board of Directors. Subject to the rights of the
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holders of any class or series of stock separately entitled to elect one or more
directors, the stockholders may elect a successor to fill a vacancy on the Board
of Directors which results from the removal of a director. A director elected by
the stockholders to fill a vacancy which results from the removal of a director
serves for the balance of the term of the removed director. Subject to the
rights of the holders of any class of stock separately entitled to elect one or
more directors, a majority of the remaining directors, whether or not sufficient
to constitute a quorum, may fill a vacancy on the Board of Directors which
results from any cause except an increase in the number of directors, and a
majority of the entire Board of Directors may fill a vacancy which results from
an increase in the number of directors. A director elected by the Board of
Directors to fill a vacancy serves until the next annual meeting of stockholders
and until his or her successor is elected and qualifies.
SECTION 12. Compensation. Directors may receive compensation for their
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services as directors and may be reimbursed for expenses of attendance, if any,
at each annual, regular or
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special meeting of the Board of Directors or of any committee thereof; nothing
herein contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
ARTICLE IV
COMMITTEES
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SECTION 1. Number, Tenure and Qualifications. The Board of Directors may
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appoint from among its members an Executive Committee and any other committees,
composed of two or more directors, to serve at the pleasure of the Board of
Directors.
SECTION 2. Powers. The Board of Directors may delegate to committees
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appointed under Section 1 of this Article any of the powers of the Board of
Directors, except such powers prohibited by statute or the Charter to be
delegated to a committee. If the Board of Directors has given general
authorization for the issuance of stock, a committee of the Board, in accordance
with a general formula or method specified by the Board by resolution or by
adoption of a stock option or other plan, may fix the terms of stock subject to
classification or reclassification and the terms on which any stock may be
issued, including all terms and conditions required or permitted to be
established or authorized by the Board of Directors.
SECTION 3. Meetings. In the absence of any member of any such committee,
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the members thereof present at any meeting, whether or not they constitute a
quorum, may appoint a director to act in the place of such absent members.
SECTION 4. Telephone Meetings. Members of a committee of the Board of
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Directors may participate in a meeting by means of a conference telephone or
similar communications equipment if all persons participating in the meeting can
hear each other at the same time. Participation in a meeting by these means
shall constitute presence in person at the meeting.
SECTION 5. Informal Action by Committees. Any action required or
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permitted to be taken at any meeting of a committee of the Board of Directors
may be taken without a meeting, if a consent in writing to such action is signed
by each member of the committee and such written consent if filed with the
minutes of the proceeding of such committee.
ARTICLE V
OFFICERS
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SECTION 1. General Provisions. The officers of the Corporation shall be a
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chief executive officer, president, one or more vice presidents (if so elected
by the Board of Directors), a secretary, and treasurer and such other officers
as the Board of Directors from time to time may consider necessary for the
proper conduct of the business of the Corporation. The officers
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of the Corporation shall be elected annually by the Board of Directors at the
first meeting of the Board of Directors held after each annual meeting of
stockholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as may be convenient. Each
officer shall hold office until his successor is elected and qualifies or until
his death, resignation or removal in the manner hereinafter provided. Any two or
more offices except president and vice president may be held by the same person.
In its discretion, the Board of Directors may leave unfilled any office except
that of president, treasurer and secretary. Election or appointment of an
officer or agent shall not of itself create contract rights between the
Corporation and such officer or agent.
SECTION 2. Removal. Any officer or agent of the Corporation may be
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removed by the Board of Directors if in its judgment the best interests of the
Corporation would be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.
SECTION 3. Vacancies. A vacancy in any office may be filled by the Board
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of Directors for the balance of the term.
SECTION 4. Chief Executive Officer. The Board of Directors may elect a
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chief executive officer. The chief executive officer shall have the
responsibility for implementation of the policies of the Corporation, as
determined by the Board of Directors, and for the administration of the business
affairs of the Corporation.
SECTION 5. Chairman and Vice Chairman of the Board. The chairman of the
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board shall preside over the meetings of the Board of Directors and of the
stockholders at which he shall be present. In the absence of the chairman of the
board, the vice chairman of the board shall preside at such meetings at which he
shall be present. The chairman of the board and the vice chairman of the board
shall, respectively, perform such other duties as may be assigned to him or them
by the Board of Directors.
SECTION 6. President. The president shall in general supervise and
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control all of the business and affairs of the Corporation. Unless the president
is not a member of the Board of Directors, in the absence of both the chairman
and vice chairman of the board, he shall preside at all meetings of the Board of
Directors and of the stockholders at which he shall be present.
In the absence of a designation of a chief executive officer by the Board
of Directors, the president shall be the chief executive officer and shall be ex
officio a member of all committees that may, from time to time, be constituted
by the Board of Directors. He may execute any deed, mortgage, bond, contract or
other instrument which the Board of Directors has authorized to be executed,
except in cases where the execution thereof shall be expressly delegated by the
Board of Directors or by these Bylaws to some other officer or agent of the
Corporation or shall be required by law to be otherwise executed, and in general
shall perform all duties incident to the office of president and such other
duties as may be prescribed by the Board of Directors from time to time.
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SECTION 7. Vice Presidents. In the absence of the president or in the
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event of a vacancy in such office, the vice president (or in the event there be
more than one vice president, the vice presidents in the order designated at the
time of their election or, in the absence of any designation, then in the order
of their election) shall perform the duties of the president; and when so acting
shall have all the powers of and be subject to all the restrictions upon the
president; and shall perform such other duties as from time to time may be
assigned to him by the president or the Board of Directors. The Board of
Directors may designate one or more vice presidents as executive vice president
or as vice president for particular areas of responsibility.
SECTION 8. Secretary. The secretary shall (a) keep the minutes of the
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proceedings of the stockholders, the Board of Directors and committees of the
Board in one or more books provided for that purpose; (b) see that all notices
are duly given in accordance with the provisions of these Bylaws or as required
by law; (c) be custodian of the corporate records and of the seal of the
Corporation; (d) keep a register of the post office address of each stockholder
which shall be furnished to the secretary by such stockholder; (e) have general
charge of the stock transfer books of the Corporation; and (f) in general
perform such other duties as from time to time may be assigned to him by the
president or by the Board of Directors.
SECTION 9. Treasurer. The treasurer shall have the custody of the
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corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys 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.
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 Board of Directors, at the regular meetings of the
Board or whenever they may require it, an account of all his transactions as
treasurer and of the financial condition of the Corporation.
If required by the Board of Directors, he shall give the Corporation a bond
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 offices and
for the restoration to the Corporation, in case of death, resignation,
retirement or removal from office, all books, papers, vouchers, money and other
property of whatever kind in his possession or under his control belonging to
the Corporation.
SECTION 10. Assistant Secretaries and Assistant Treasurers. The assistant
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secretaries and assistant treasurers, in general, shall perform such duties as
shall be assigned to them by the secretary or treasurer, respectively, or by the
president or the Board of Directors. The assistant treasurers shall, if
required by the Board of Directors, give bonds for the faithful performance of
their duties in such sums and with such sureties as shall be satisfactory to the
Board of Directors.
SECTION 11. Annual Report. The president or other executive officer of the
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Corporation shall prepare or cause to be prepared annually a full and correct
statement of the affairs of the Corporation, including a balance sheet and a
statement of the results of operations
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for the preceding fiscal year, which shall be submitted at the annual meeting of
the stockholders and filed no later than twenty (20) days thereafter at the
principal office of the Corporation in the State of Maryland.
SECTION 12. Salaries. The salaries of the officers shall be fixed from time
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to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
Corporation.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
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SECTION 1. Contracts. The Board of Directors may authorize any officer or
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agent to enter into any contract or to execute and deliver any instrument in the
name of and on behalf of the Corporation and such authority may be general or
confined to specific instances.
SECTION 2. Checks and Drafts. All checks, drafts or other orders for the
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payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by such officer or officers, agent or agents of
the Corporation and in such manner as shall from time to time be determined by
the Board of Directors.
SECTION 3. Deposits. All funds of the Corporation not otherwise employed
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shall be deposited from time to time to the credit of the Corporation such
banks, trust companies or other depositories as the Board of Directors may
designate.
ARTICLE VII
STOCK
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SECTION 1. Certificates of Stock. Each stockholder shall be entitled to a
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certificate or certificates which shall represent and certify the number of
shares of each class of stock held by him in the Corporation. Each certificate
shall be signed by the president or a vice president and countersigned by the
secretary or an assistant secretary or the treasurer or an assistant treasurer
and may be sealed with the corporate seal. The signatures may be either manual
or facsimiles. Certificates shall be consecutively numbered and if the
Corporation shall, from time to time, issue several classes of stock, each class
may have its own number series. A certificate is valid and may be issued whether
or not an officer who signed it is still an officer when it is issued. Each
certificate representing stock which is restricted as to its transferability or
voting powers, which is preferred or limited as to its dividends or as to its
share of the assets upon liquidation or which is redeemable at the option of the
Corporation, shall have a statement of such restriction, limitation, preference
or redemption provision, or a summary thereof, plainly stated on the
certificate. In lieu of such statement or summary, the Corporation may set forth
upon the face or
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back of the certificate a statement that the Corporation will furnish to any
stockholder, upon request and without charge, a full statement of such
information.
SECTION 2. Transfers of Stock. Upon surrender to the Corporation or the
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transfer agent of the Corporation of a certificate of stock duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, the Corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and, accordingly, shall
not be bound to recognize any equitable or other claim to, or interest in, such
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 the State of
Maryland or in Article II, Section 8 hereof.
SECTION 3. Lost Certificate. The Board of Directors may direct a new
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certificate to be issued in place of any certificate previously 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 authorized such issue of a new certificate, 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 his legal representative to advertise the same in such manner as
it shall require and/or to give bond, with sufficient surety, to the Corporation
to indemnify it against any loss or claim which may arise as a result of the
issuance of a new certificate.
SECTION 4. Fixing of Record Date. Except in the case of special meetings
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of stockholders, in which event Article II, Section 3, shall control, the Board
of Directors may set, in advance, a record date for the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders, or
stockholders entitled to receive payment of any dividend or the allotment of any
other rights, or in order to make a determination of stockholders for any other
proper purpose. Such record date, in any case, shall not be prior to the close
of business on the day the record date is fixed and shall be not more than
ninety (90) days, and in the case of an annual meeting of stockholders not less
than ten (10) days, before the date on which the meeting or particular action
requiring such determination of stockholders is to be held or taken.
If no record date is fixed (a) the record date for the determination of
stockholders entitled to notice of or to vote at an annual meeting of
stockholders shall be at the close of business on the day in which the notice of
meeting is mailed or the thirtieth (30) days before the meeting, whichever is
the closer date to the meeting; and (b) the record date for the determination of
stockholders entitled to receive payment of a dividend or an allotment of any
other rights shall be the close of business on the day on which the resolution
of the Board of Directors, declaring the dividend or allotment of rights is
adopted.
When a determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this section, such determination shall
apply to any adjournment of rights, is adopted.
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SECTION 5. Stock Ledger. The Corporation shall maintain at its principal
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office or at the office of its counsel, accountants or transfer agent, an
original or duplicate stock ledger containing the name and address of each
stockholder and the number of shares of stock of each class held by such
stockholder.
ARTICLE VIII
FISCAL YEAR
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The Board of Directors shall have the power, from time to time, to fix the
fiscal year of the Corporation by a duly adopted resolution.
ARTICLE IX
DIVIDENDS
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SECTION 1. Declaration. Dividends upon the shares of stock of the
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Corporation may be declared by the Board of Directors, subject to the provisions
of law and the Charter. Dividends may be paid in cash, property or shares of the
Corporation, subject to the provisions of law and the Charter.
SECTION 2. Contingencies. Before payment of any dividends, there may be
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set aside out of any funds of the Corporation available for dividends such sum
or sums as the Board of Directors may from time to time, in its absolute
discretion, think proper as a reserve fund for contingencies, for equalizing
dividends, for repairing or maintaining any property of the Corporation or for
such other purpose as the Board of Directors shall determine to be in the best
interest of the Corporation, and the Board of Directors may modify or abolish
any such reserve in the manner in which it was created.
ARTICLE X
SEAL
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SECTION 1. Seal. The corporate seal shall be the word "SEAL" or have
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inscribed thereon the name of the Corporation, the year of its organization and
the word "Maryland." The Board of Directors may authorize one or more duplicate
seals and provide for the custody thereof.
SECTION 2. Affixing Seal. Whenever the Corporation is required to place
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its corporate seal to a document, it shall be sufficient to meet the
requirements of any law, rule or regulation
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relating to a corporate seal to place the word (SEAL) adjacent to the signature
of the person authorized to execute the document.
ARTICLE XI
INDEMNIFICATION
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SECTION 1. Definitions. As used in this Article XI, any word or words
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that are defined in Section 2-418 of the Corporations and Associations Article
of the Annotated Code of Maryland (the "Indemnification Section"), as amended
from time to time, shall have the same meaning as provided in the
Indemnification Section.
SECTION 2. Indemnification of Directors and Officers. The Corporation
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shall indemnify and advance expenses to a director or officer of the Corporation
in connection with a proceeding to the fullest extent permitted by and in
accordance with the Indemnification Section.
SECTION 3. Indemnification of Other Agents and Employees. With respect to
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an employee or agent, other than a director or officer of the Corporation, the
Corporation may, as determined by and in the discretion of the Board of
Directors of the Corporation, indemnify and advance expenses to such employees
or agents in connection with a proceeding to the extent permitted by and in
accordance with the Indemnification Section.
ARTICLE XII
WAIVER OF NOTICE
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Whenever any notice is required to be given pursuant to the charter or
bylaws of the Corporation or pursuant to applicable law, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice. Neither the business to be transacted at nor the purpose of any
meeting need be set forth in the waiver of notice, unless specifically required
by statute. The attendance of any person at any meeting shall constitute a
waiver of notice of such meeting, except where such person attends a meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.
ARTICLE XIII
AMENDMENT OF BYLAWS
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SECTION 1. By Directors. The Board of Directors shall have the power to
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adopt, alter or repeal any Bylaws of the Corporation or to make new Bylaws,
without the approval or consent of the stockholders, but subject to the
limitation that any modification to the Bylaws made by the
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Directors shall be subject to repeal by the affirmative vote of the holders of a
majority of the common stock then entitled to vote.
SECTION 2. By Stockholders. The stockholders shall have the power to
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adopt, alter or repeal any Bylaws of the Corporation and to make new Bylaws by
the affirmative vote of the holders of a majority of the common stock then
entitled to vote.
ARTICLE XIV
INTERESTED DIRECTORS AND OFFICERS
---------------------------------
SECTION 1. Contracts Valid. No contract or transaction between the
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Corporation and one or more of its Directors or officers or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its Directors or officers are Directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the Director or officer is present at or
participates in the meeting of the board of committee thereof which authorizes
the contract or transaction, or solely because his or their votes are counted
for such purposes, if:
(a) The material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of
Directors or the committee, and the board or committee in good faith
authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested Directors, even though the disinterested
Directors be less than a quorum; or
(b) The material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or
(c) The contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified, by the Board of
Directors, a committee thereof, or the stockholder.
SECTION 2. Determining a Quorum. Common or interested Directors may be
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counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.
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ARTICLE XV
SUNDRY PROVISIONS
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SECTION 1. Books and Records. The Corporation shall keep correct and
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complete books and records of its 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 a 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. The original of a certified copy of the By-Laws
shall be kept at the principal office of the Corporation.
SECTION 2. Bonds. The Board of Directors may require any officer, agent
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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 3. Mail. Any notice or other document which is required by these
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By-Laws to be mailed shall be deposited in the United States mails, postage
prepaid.
SECTION 4. Execution of Documents. A person who holds more than one
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office in the Corporation may not set in more than one capacity to execute,
knowledge or verify an instrument required by law to be executed, acknowledged
or verified by more than one officer.
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