AMENDED AND RESTATED
BY-LAWS
OF
MONETARY MANAGEMENT OF MARYLAND, INC.
(A MARYLAND CORPORATION)
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ARTICLE I
Shareholders
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SECTION 1. Annual Meeting. The annual meeting of shareholders for
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the election of directors and for the transaction of such other business as may
properly come before the meeting shall be held at the office of the Corporation
in the State of Maryland or at such other place within or without the State of
Maryland as may be determined by the Board of Directors and as shall be
designated in the notice of said meeting, on such date and at such time as may
be determined by the Board of Directors.
SECTION 2. Special Meetings. Special meetings of the shareholders
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for the transaction of such business as may properly come before the meeting
shall be held at the office of the Corporation in the State of Maryland, or at
such other place within or without the State of Maryland as may be designated
from time to time by the Board of Directors. Whenever the Board of Directors
shall fail to fix such place, or whenever shareholders entitled to call a
special meeting shall call the same, the meeting shall be held at the office of
the Corporation in the State of Maryland. Special meetings of the shareholders
shall be held upon call of the Board of Directors or of the President or any
Vice-President or the Secretary or any director, at such time as may be fixed by
the Board of Directors or the President or such Vice-President or the Secretary
or such director, as the case may be, and as shall be stated in the notice of
said meeting, except when the General Corporation Law of the State of Maryland
(the "Business Corporation Law") confers upon the shareholders the right to
demand the call of such meeting and fix the date thereof.
SECTION 3. Notice of Meetings. The notice of all meetings of
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shareholders shall be in writing, shall state the
place, date and hour of the meeting and, unless it is the annual meeting, shall
indicate that it is being issued by or at the direction of the person or persons
calling the meeting. The notice of an annual meeting of shareholders shall
state that the meeting is called for the election of directors and for the
transaction of such other business as may properly come before the meeting and
shall state the purpose or purposes of the meeting if any other action is to be
taken at such annual meeting which could be taken at a special meeting. The
notice of a special meeting shall, in all instances, state the purpose or
purposes for which the meeting is called. A copy of the notice of any meeting
shall be served either personally or by first class mail, in accordance with the
provisions of the Business Corporation Law, to each shareholder at such
shareholder's record address or at such other address as such shareholder may
have furnished by request in writing to the Secretary of the Corporation. If a
meeting is adjourned to another time or place and if any announcement of the
adjourned time or place is made at the meeting, it shall not be necessary to
give notice of the adjourned meeting unless the Board of Directors, after
adjournment, fixes a new record date for the adjourned meeting. Notice of a
meeting need not be given to any shareholder who submits a signed waiver of
notice before or after the meeting. The attendance of a shareholder at a
meeting without protesting prior to the conclusion of the meeting the lack of
notice of such meeting shall constitute a waiver of notice by such shareholder.
SECTION 4. Shareholder Lists. A list of shareholders as of the
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record date, certified by the corporate officer responsible for its preparation,
or by the transfer agent, if any, shall be produced at any meeting of
shareholders upon the request thereat or prior thereto of any shareholder. If
the right to vote at any meeting is challenged, the inspectors of election, if
any, or the person presiding thereat, shall require such list of shareholders to
be produced as evidence of the right of the persons challenged to vote at such
meeting, and all persons who appear from such list to be shareholders entitled
to vote thereat may vote at such meeting.
SECTION 5. Quorum. Except as otherwise provided by law or the
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Corporation's Articles of Incorporation, a quorum for the transaction of
business at any meeting of shareholders shall consist of the holders of record
of a majority of the issued and outstanding shares of the capital stock of the
Corporation entitled to vote at the meeting, present in person or by proxy. At
all meetings of the shareholders at which a quorum is present, all matters,
except as otherwise provided by law, in Section 7
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hereunder or in the Articles of Incorporation, shall be decided by the vote of
the holders of a majority of the shares entitled to vote thereat, that are
present in person or by proxy. If there be no such quorum, the holders of a
majority of such shares so present or represented may adjourn the meeting from
time to time, without further notice, until a quorum shall have been obtained.
When a quorum is once present to organize a meeting, it is not broken by the
subsequent withdrawal of any shareholder.
SECTION 6. Organization. Meetings of shareholders shall be presided
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over by the Chairman, if any, or if none or in the Chairman's absence the
President, or if none or in the President's absence a Vice-President, or, if
none of the foregoing is present, by a chairman to be chosen by the shareholders
entitled to vote who are present in person or by proxy at the meeting. The
Secretary of the Corporation, or in the Secretary's absence an Assistant
Secretary, shall act as secretary of every meeting, but if neither the Secretary
nor an Assistant Secretary is present, the presiding officer of the meeting
shall choose any person present to act as secretary of the meeting.
SECTION 7. Voting; Proxies; Required Vote; Ballots. At each meeting
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of shareholders, every shareholder shall be entitled to vote in person or by
proxy appointed by instrument in writing, subscribed by such shareholder or by
such shareholder's duly authorized attorney-in-fact, and shall have one vote for
each share entitled to vote and registered in such shareholder's name on the
books of the Corporation on the applicable record date fixed pursuant to these
By-laws. No proxy shall be valid after the expiration of 11 months from the
date thereof unless otherwise provided in the proxy. Every proxy shall be
revocable at the pleasure of the shareholder executing it, except as otherwise
provided by the Business Corporation Law. At all elections of directors the
voting may but need not be by ballot and a plurality of the votes cast thereat
shall elect. Except as otherwise required by law or the Articles of
Incorporation, any other action shall be authorized by a majority of the votes
cast.
SECTION 8. Inspectors. The Board of Directors, in advance of any
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meeting, may appoint one or more inspectors to act at the meeting or any
adjournment thereof. If an inspector or inspectors are not so appointed, the
person presiding at the meeting may, and on the request of any shareholder
shall, appoint one or more inspectors. In case any person appointed fails to
appear or act, the vacancy may be filled by appointment made by the Board of
Directors in advance of the meeting or at the meeting by the person presiding
thereat. Each inspector, if any,
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before entering upon the discharge of such inspector's duties, shall take and
sign an oath to execute faithfully the duties of inspector at such meeting with
strict impartiality and according to the best of such inspector's ability. The
inspectors, if any, shall determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the existence of a
quorum, and the validity and effect of proxies, and shall receive votes, ballots
or consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all shareholders. On request of the person
presiding at the meeting or any shareholder, the inspectors shall make a report
in writing of any challenge, question or matter determined by them and execute a
certificate as to any fact found by them.
SECTION 9. Actions Without Meetings. Whenever shareholders are
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required or permitted to take any action by vote, such action may be taken
without a meeting on written consent, setting forth the action so taken, signed
by the holders of all outstanding shares entitled to vote thereon.
SECTION 10. Meaning of Certain Terms. As used herein in respect of
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the right to notice of a meeting of shareholders or a waiver thereof or to
participate or vote thereat or to consent or dissent in writing in lieu of a
meeting, as the case may be, the terms "share" and "shareholder" or
"shareholders" refer to an outstanding share or shares and to a holder or
holders of record of outstanding shares, respectively, when the Corporation is
authorized to issue only one class of shares, and said references are also
intended to include any outstanding share or shares and any holder or holders of
record of outstanding shares of any class upon which or upon whom the Articles
of Incorporation confers such rights, where there are two or more classes or
series of shares, or upon which or upon whom the Business Corporation Law
confers such rights, notwithstanding that the Articles of Incorporation may
provide for more than one class or series of shares, one or more of which are
limited in or denied such rights thereunder.
ARTICLE II
Board of Directors
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SECTION 1. General Powers. The business, property and affairs of the
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Corporation shall be managed by or under the direction of its Board of
Directors.
SECTION 2. Qualification; Number; Term. (a) Each director shall be
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at least 18 years of age. A director need not be a shareholder, a citizen of
the United States, or a resident of the State of Maryland. The number of
directors constituting the entire Board of Directors shall be at least three,
except that where all the shares are owned beneficially and of record by fewer
than three shareholders, the number of directors may be less than three but not
less than the number of shareholders. Subject to the foregoing limitation and
except for the first Board of Directors, such number may be fixed from time to
time by action of the Board of Directors or of the shareholders, or, if the
number of directors is not so fixed, the number shall be three. The number of
directors may be increased or decreased by action of the Board of Directors or
shareholders, provided that any action of the Board of Directors to effect such
increase or decrease shall require the vote of a majority of the entire Board of
Directors. The use of the phrase "entire Board of Directors" herein refers to
the total number of directors which the Corporation would have if there were no
vacancies.
(b) The first Board of Directors shall be elected by the incorporator
or incorporators of the Corporation and shall hold office until the first annual
meeting of shareholders or until their respective successors have been elected
and qual ified. Thereafter, directors who are elected at an annual meeting of
shareholders, and directors who are elected in the interim to fill vacancies and
newly created directorships, shall hold office until the next annual meeting of
shareholders and until their respective successors have been elected and
qualified. In the interim between annual meetings of shareholders or special
meetings of shareholders called for the election of directors, newly created
directorships and any vacancies in the Board of Directors, including vacancies
resulting from the removal of directors for cause or without cause, may be
filled by the vote of a majority of the directors then in office, although less
than a quorum exists.
SECTION 3. Quorum and Manner of Voting. A majority of the entire
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Board of Directors shall constitute a quorum for the transaction of business. A
majority of the directors present, whether or not a quorum is present, may
adjourn a meeting to another time and place. Except as herein otherwise
provided, the vote of a majority of the directors present at the time of the
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vote, at a meeting duly assembled, a quorum being present at such time, shall be
the act of the Board of Directors.
SECTION 4. Places of Meetings. Meetings of the Board of Directors
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shall be held at such place within or without the State of Maryland as may from
time to time be determined by the Board of Directors, or as may be specified in
the notice of the meeting. Regular meetings of the Board of Directors shall be
held at such times and places as may from time to time be fixed by resolution of
the Board of Directors, and special meetings may be held at any time and place
upon the call of the Chairman of the Board, if any, or of the President or any
Vice-President or the Secretary or any director by oral, telegraphic or notice
duly served as set forth in these By-laws.
SECTION 5. Annual Meeting. Following the annual meeting of
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shareholders, the newly elected Board of Directors shall meet for the purpose of
the election of officers and the transaction of such other business as may
properly come before the meeting. Such meeting may be held without notice
immediately after the annual meeting of shareholders at the same place at which
such shareholders' meeting is held.
SECTION 6. Notice of Meetings. A notice of the place, date, time and
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purpose or purposes of each meeting of the Board of Directors shall be given to
each director by mailing the same at least two days before the meeting, or by
telegraphing or telephoning the same or by delivering the same personally not
later than the day before the day of the meeting. Notice need not be given of
regular meetings of the Board of Directors. Any requirements of furnishing a
notice shall be waived by any director who signs a waiver of notice before or
after the meeting, or who attends the meeting without protesting, prior thereto
or at its commencement, the lack of notice to such director. The notice of any
meeting need not specify the purpose of the meeting, and any and all business
may be transacted at such meeting.
SECTION 7. Organization. At all meetings of the Board of Directors,
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the Chairman, if any, or if none or in the Chairman's absence or inability to
act the President, or in the President's absence or inability to act any Vice-
President who is a member of the Board of Directors, or in such Vice-President's
absence or inability to act a chairman chosen by the directors, shall preside.
The Secretary of the Corporation shall act as secretary at all meetings of the
Board of Directors when present, and in the Secretary's absence, the presiding
officer may appoint any person to act as secretary.
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SECTION 8. Resignation. Any director may resign at any time upon
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written notice to the Corporation and such resignation shall take effect upon
receipt thereof by the President or Secretary, unless otherwise specified in the
resignation. Except as otherwise provided by law or by the Articles of
Incorporation, any or all of the directors may be removed, with or without
cause, by the holders of a majority of the shares of stock outstanding and
entitled to vote for the election of directors.
SECTION 9. Vacancies. Unless otherwise provided in these By-laws,
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vacancies among the directors, whether caused by resignation, death,
disqualification, removal, an increase in the authorized number of directors or
otherwise, may be filled by the affirmative vote of a majority of the remaining
directors, although less than a quorum, or by a sole remaining director, or, at
a special meeting of the shareholders, by the holders of shares entitled to vote
for the election of directors.
SECTION 10. Actions by Written Consent. Any action required or
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permitted to be taken by the Board of Directors or by any committee thereof may
be taken without a meeting if all members of the Board of Directors or of any
such committee consent in writing to the adoption of a resolution authorizing
the action and the writing or writings are filed with the minutes of the
proceedings of the Board of Directors or of any such committee.
SECTION 11. Electronic Communication. Any one or more members of the
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Board of Directors or any committee thereof may participate in a meeting of the
Board of Directors or any such committee by means of a conference telephone or
similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time. Participation by such means shall
constitute presence in person at a meeting.
ARTICLE III
Committees of the Board of Directors
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SECTION 1. Appointment. From time to time the Board of Directors by
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a resolution adopted by a majority of the whole Board may appoint any committee
or committees for any purpose or purposes, to the extent lawful, which shall
have powers as shall be determined and specified by the Board of Directors in
the resolution of appointment. The Board of Directors shall have full power, at
any time, to fill vacancies in, to change
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membership of, to designate alternate members of, or to discharge any such
committee.
SECTION 2. Procedures, Quorum and Manner of Acting. Each committee
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shall fix its own rules of procedure, and shall meet where and as provided by
such rules or by resolution of the Board of Directors. Except as otherwise
provided by law, the presence of a majority of the then appointed members of a
committee shall constitute a quorum for the transaction of business by that
committee, and in every case where a quorum is present the affirmative vote of a
majority of the members of the committee present shall be the act of the
committee. Each committee shall keep minutes of its proceedings, and actions
taken by a committee shall be reported to the Board of Directors.
SECTION 3. Action by Written Consent. Any action required or
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permitted to be taken at any meeting of any committee of the Board may be taken
without a meeting if all the members of the committee consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the committee.
SECTION 4. Term; Termination. In the event any person shall cease to
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be a director of the Corporation, such person shall simultaneously therewith
cease to be a member of any committee appointed by the Board of Directors.
ARTICLE IV
Officers
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SECTION 1. Election and Qualifications. The Board of Directors shall
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elect the officers of the Corporation, which shall include a President and a
Secretary, and may include, by election or appointment, one or more Vice-
Presidents (any one or more of whom may be given an additional designation of
rank or function), a Treasurer and such other officers as the Board may from
time to time deem proper. Each officer shall have such powers and duties as may
be prescribed by these By-laws and as may be assigned by the Board of Directors
or the President. A person may hold more than one office but may not serve
concurrently as both President and Vice-President of the Corporation. A person
who holds more than one office in the Corporation may not act in more than one
capacity to execute, acknowledge, or verify an instrument required by law to be
executed, acknowledged, or verified by more than one officer.
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SECTION 2. Term of Office and Remuneration. The term of office of
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all officers shall be one year and until their respective successors have been
elected and qualified, but any officer may be removed from office, either with
or without cause, at any time by the Board of Directors. Any vacancy in any
office arising from any cause may be filled for the unexpired portion of the
term by the Board of Directors.
SECTION 3. Resignation; Removal. Any officer may resign at any time
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upon written notice to the Corporation and such resignation shall take effect
upon receipt thereof by the President or Secretary, unless otherwise specified
in the resignation. Any officer shall be subject to removal, with or without
cause, at any time by vote of a majority of the whole Board.
SECTION 4. Chairman of the Board. The Chairman of the Board of
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Directors, if there be one, shall preside at all meetings of the Board of
Directors and shall have such other powers and duties as may from time to time
be assigned by the Board of Directors.
SECTION 5. President. The President shall be the Chief Executive
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Officer of the Corporation and shall have general management and supervision of
the property, business and affairs of the Corporation and over its other
officers. The President shall preside at all meetings of the shareholders and,
in the absence or disability of the Chairman of the Board of Directors, or if
there be no Chairman, shall preside at all meetings of the Board of Directors.
The President may execute and deliver in the name of the Corporation powers of
attorney, contracts, bonds and other obligations and instruments, except in
cases where the signing and execution thereof shall be expressly delegated by
the Board of Directors, or by these By-laws, to some other officer or agent of
the Corporation.
SECTION 6. Vice-President. A Vice-President may execute and deliver
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in the name of the Corporation contracts and other obligations and instruments
pertaining to the regular course of such Vice-President's duties, and shall have
such other authority as from time to time may be assigned by the Board of
Directors or the President.
SECTION 7. Treasurer. The Treasurer shall in general have all duties
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incident to the position of Treasurer and such other duties as may be assigned
by the Board of Directors or the President.
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SECTION 8. Secretary. The Secretary shall in general have all the
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duties incident to the office of Secretary and such other duties as may be
assigned by the Board of Directors or the President.
SECTION 9. Assistant Officers. Any assistant officer shall have such
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powers and duties of the officer such assistant officer assists as such officer
or the Board of Directors shall from time to time prescribe.
ARTICLE V
Books and Records
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SECTION 1. Location. The Corporation shall keep correct and complete
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books and records of account and shall keep minutes of the proceedings of the
shareholders, of the Board of Directors, and/or of any committee which the Board
of Directors may appoint, and shall keep at the office of the Corporation in or
outside the State of Maryland or at the office of the transfer agent or
registrar, if any, a record containing the names and addresses of all
shareholders, the number and class of shares held by each, and the dates when
such shareholders respectively became the owners of record thereof. Any of the
foregoing books, minutes or records may be in written form or in any other form
capable of being converted into written form within a reasonable time.
SECTION 2. Addresses of Shareholders. Notices of meetings and all
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other corporate notices may be delivered personally or mailed to each
shareholder at said shareholder's address as it appears on the records of the
Corporation.
SECTION 3. Fixing Date for Determination of Shareholders of Record.
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For the purpose of determining the shareholders entitled to notice of or to vote
at any meeting of shareholders or any adjournment thereof, or to express to
consent to or dissent from any proposal without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other action, the Board of
Directors may fix, in advance, a record date, in accordance with the provisions
of the Business Corporation Law. If no record date is fixed, the record date
for determining shareholders entitled to notice of or to vote at a meeting of
shareholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the
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day next preceding the day on which the meeting is held. The record date for
determining shareholders for any purpose other than that specified in the
preceding sentence shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto. 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.
ARTICLE VI
Certificates Representing Shares
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SECTION 1. Certificates; Signatures. (a) The shares of the
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Corporation shall be represented by certificates representing shares, in such
form as the Board of Directors may from time to time prescribe, or shall be
uncertificated shares. Certificates representing shares shall have set forth
thereon the statements prescribed by law and shall be signed by the Chairman of
the Board or the President or a Vice-President and by the Secretary or an
Assistant Secretary or a Treasurer or an Assistant Treasurer and may be sealed
with the corporate seal or a facsimile thereof. Any and all signatures on any
such certi ficate may be facsimiles if the certificate is countersigned by a
transfer agent or registered by a registrar other than the Corporation itself or
its employee, or the shares are listed on a registered national securities
exchange. In case any officer who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such officer were an officer at the date of its issue.
(b) Each certificate representing shares issued by the Corporation,
if the Corporation is authorized to issue shares of more than one class, shall
set forth upon the face or back of the certificate, or shall state that the
Corporation will furnish to any shareholder upon request and without charge, a
full statement of the designation, relative rights, preferences and limitations
of the shares of each class authorized to be issued and, if the Corporation is
authorized to issue any class of preferred shares in series, the designation,
relative rights, preferences and limitations of each such series so far as the
same have been fixed and the authority of the Board of Directors to designate
and fix the relative rights, preferences and limitations of other series.
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(c) Each certificate representing shares shall state upon the face
thereof:
(1) That the Corporation is formed under the laws of the State of
Maryland;
(2) The name of the person or persons to whom issued;
(3) The number and class of shares, and the designation of the
series, if any, which such certificate represents; and
(4) The name of the Corporation.
(d) The name of the holder of record of the shares represented
thereby, with the number of shares and the date of issue, shall be entered on
the books of the Corporation.
SECTION 2. Transfer of Shares. Upon compliance with provisions
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governing or restricting the transferability of shares, if any, transfers of
shares of the Corporation shall be made only on the share record of the
Corporation by the registered holder thereof, or by such holder's attorney-in-
fact thereunto authorized by power of attorney duly executed and filed with the
Secretary of the Corporation or with a transfer agent or a registrar, if any,
and upon the surrender of the certificate or certificates for such shares
properly endorsed and the payment of all taxes due thereon, if any. A
certificate representing shares shall not be issued until the full amount of
consideration therefor has been paid, except as the Business Corporation Law may
otherwise permit.
SECTION 3. Fractional Shares. The Corporation may, but shall not be
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required to, issue certificates for fractions of a share where necessary to
effect transactions authorized by the Business Corporation Law, which shall
entitle the holder, in proportion to such holder's fractional holdings, to
exercise voting rights, receive dividends and participate in liquidating
distributions; or the Corporation may pay in cash the fair value of fractions of
a share as of the time when those entitled to receive such fractions are
determined; or it may issue scrip in registered or bearer form over the manual
or facsimile signature of an officer of the Corporation or of its agent,
exchangeable as therein provided for full shares, but such scrip shall not
entitle the holder to any rights of a shareholder except as therein provided.
The Board of Directors shall have power and authority to make all such rules and
regulations as it may deem
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expedient concerning the issue, transfer and registration of certificates
representing shares of the Corporation.
SECTION 4. Lost, Stolen or Destroyed Certificates. The Corporation
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may issue a new certificate of stock in place of any certificate, theretofore
issued by it, alleged to have been lost, stolen or destroyed, and the Board of
Directors may require the owner of any lost, stolen or destroyed certificate, or
his legal representative, to give the Corporation a bond sufficient to indemnify
the Corporation against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
any such new certificate.
ARTICLE VII
Dividends
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Subject always to the provisions of law and the Articles of
Incorporation, the Board of Directors shall have full power to determine whether
any, and, if any, what part of any, funds legally available for the payment of
dividends shall be declared as dividends and paid to shareholders; the division
of the whole or any part of such funds of the Corporation shall rest wholly
within the lawful discretion of the Board of Directors, and it shall not be
required at any time, against such discretion, to divide or pay any part of such
funds among or to the shareholders as dividends or otherwise; and 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 Board of Directors from time to
time, in its absolute discretion, thinks 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 Board of Directors
shall think conducive to the 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 VIII
Ratification
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Any transaction, questioned in any law suit on the ground of lack of
authority, defective or irregular execution, adverse interest of director,
officer or shareholder, non-disclosure, miscomputation, or the application of
improper
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principles or practices of accounting, may be ratified, before or after
judgment, by the Board of Directors or by the shareholders and if so ratified
shall have the same force and effect as if the questioned transaction had been
originally duly authorized. Such ratification shall be binding upon the
Corporation and its shareholders and shall constitute a bar to any claim or
execution of any judgment in respect of such questioned transaction.
ARTICLE IX
Corporate Seal
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The corporate seal shall have inscribed thereon the name of the
Corporation and the year of its incorporation, and shall be in such form and
contain such other words and/or figures as the Board of Directors shall
determine. The corporate seal may be used by printing, engraving,
lithographing, stamping or otherwise making, placing or affixing, or causing to
be printed, engraved, lithographed, stamped or otherwise made, placed or
affixed, upon any paper or document, by any process whatsoever, an impression,
facsimile or other reproduction of said corporate seal.
ARTICLE X
Fiscal Year
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The fiscal year of the Corporation shall be fixed, and shall be
subject to change, by the Board of Directors. Unless otherwise fixed by the
Board of Directors, the fiscal year of the Corporation shall be the calendar
year.
ARTICLE XI
Waiver of Notice
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Whenever notice is required to be given by these By-laws or by the
Articles of Incorporation or by law, a written waiver thereof, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent to notice.
ARTICLE XII
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Indemnification
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SECTION 1. General Scope. The Corporation, to the fullest extent
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permitted and in the manner required by the laws of the State of Maryland as in
effect at the time of the adoption of this Article XII or as the law may be
amended from time to time, shall, except as set forth in Article XII, Section 2
below, (i) indemnify any officer or director of the Corporation, or any other
person designated by the Board of Directors as being entitled to indemnification
(and the heirs and legal representatives of such person) made, or threatened to
be made, a party in an action or proceeding (including, without limitation, one
by or in the right of the Corporation to procure a judgment in its favor),
whether civil or criminal, including an action by or in the right of any other
corporation of any type or kind, domestic or foreign, or any partnership, joint
venture, trust, employee benefit plan or other enterprise, which any indemnified
representative served in any capacity at the request of the Corporation, by
reason of the fact that such indemnified person, or such indemnified person's
testator or intestate, was a director or officer of the Corporation or served
such other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise in any capacity, and (ii) provide to any such indemnified
person (and the heirs and legal representatives of such person) advances for
expenses incurred in pursuing such action or proceeding, upon receipt of an
undertaking by or on behalf of such indemnified person to repay such amount as,
and to the extent, required by the Business Corporation Law.
SECTION 2. Limitations on Indemnification. The Corporation shall not
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indemnify any indemnified representative: (a) where such indemnification is
expressly prohibited by applicable law; (b) where the conduct of the indemnified
representative has been finally determined (i) to constitute willful misconduct
or recklessness or (ii) to be based upon or attributable to the receipt by the
indemnified representative of a personal benefit from the Corporation to which
the indemnified representative is not legally entitled; or (c) to the extent
such indemnification has been determined to be otherwise unlawful.
SECTION 3. Indemnification Not Exclusive. The rights granted by this
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Article shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any statute, agreement, vote of
shareholders or disinterested directors or otherwise. The indemnification
provided by or granted pursuant to this Article shall continue as to a person
who has ceased to be an indemnified representative in respect of matters arising
prior to such time, and shall inure to
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the benefit of the heirs, executors, administrators and personal representatives
of such a person.
SECTION 4. Contract Rights; Amendment or Repeal. All rights under
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this Article shall be deemed a contract between the Corporation and the
indemnified representative pursuant to which the Corporation and each
indemnified representative intend to be legally bound. Any repeal, amendment or
modification hereof shall be prospective only and shall not affect any rights or
obligations then existing.
ARTICLE XIII
Bank Accounts, Drafts, Contracts, Etc.
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SECTION 1. Bank Accounts and Drafts. In addition to such bank
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accounts as may be authorized by the Board of Directors, the Treasurer or any
person designated by the Treasurer, whether or not an employee of the
Corporation, may authorize such bank accounts to be opened or maintained in the
name and on behalf of the Corporation as such person may deem necessary or
appropriate, and may authorize payments from such bank accounts to be made upon
and according to the check of the Corporation in accordance with the written
instructions of the Treasurer, or other person so designated by the Treasurer.
SECTION 2. Contracts. The Board of Directors may authorize any
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person or persons, in the name and on behalf of the Corporation, to enter into
or execute and deliver any and all deeds, bonds, mortgages, contracts and other
obligations or instruments, and such authority may be general or confined to
specific instances.
SECTION 3. Proxies; Powers of Attorney; Other Instruments. The
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Chairman, the President or any other person designated by either of them shall
have the power and authority to execute and deliver proxies, powers of attorney
and other instruments on behalf of the Corporation in connection with the rights
and powers incident to the ownership of stock by the Corporation. The Chairman,
the President or any other person authorized by proxy or power of attorney
executed and delivered by either of them on behalf of the Corporation may attend
and vote at any meeting of shareholders of any company in which the Corporation
may hold stock, and may exercise on behalf of the Corporation any and all of the
rights and powers incident to the ownership of such stock at any such meeting,
or otherwise as specified in the proxy or power of attorney so authorizing any
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such person. The Board of Directors, from time to time, may confer like powers
upon any other person.
SECTION 4. Financial Reports. The directors may appoint the
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Treasurer or other fiscal officer and/or the Secretary or any other officer to
cause to be prepared and furnished to shareholders entitled thereto any special
financial notice and/or financial statement, as the case may be, which may be
required by any provision of law.
ARTICLE XIV
Amendments
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The shareholders entitled to vote in the election of directors may
amend or repeal the By-laws and may adopt new By-laws. Except as otherwise
required by law or by the provisions of these By-laws, the Board of Directors
may also amend or repeal the By-laws and adopt new By-laws, but By-laws adopted
by the Board of Directors may be amended or repealed by the said shareholders.
Any change in the By-laws shall take effect when adopted unless otherwise
provided for in the resolution effecting the change.
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