ARTICLES OF AMENDMENT AND RESTATEMENT
OF
GALAXY REGISTRATION, INC.
Galaxy Registration Inc., a Maryland Corporation, having its principal
office at 1888 North Market Street, Frederick, Frederick County, Maryland 21701
(hereinafter called the "Corporation") intends by these Articles to change,
amend and restate its Articles of Incorporation in their entirety, and in
furtherance thereof, the Corporation, after this Amendment and Restatement was
duly advised and authorized by the unanimous vote of the Board of Directors and
unanimously approved by the stockholders of the Corporation, does hereby certify
to the Department of Assessments and Taxation, that the following Amendments are
to be made to the Corporation's Articles of Incorporation:
AMENDMENTS
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FIRST: The Corporation's Articles of Incorporation, and all prior
amendments thereto, are hereby amended by striking and revoking each and every
provision thereof in their entirety and substituting the following Restatement
as and for its Articles of Incorporation:
RESTATED ARTICLES OF INCORPORATION
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THIS IS TO CERTIFY THAT:
FIRST: I, the undersigned, R. Vincent Welty, whose post office address
is 30 West Patrick Street, 6th Floor, Frederick, Frederick County, Maryland
21701, being at least eighteen (18) years of age, do hereby form a
Corporation under the Laws of the State of Maryland by the execution and
filing of these Articles of Incorporation.
SECOND: The name of the Corporation is "Galaxy Registration, Inc."
THIRD: The post office address of the principal office of the
Corporation in the State of Maryland is 1888 North Market Street, Frederick,
Frederick County, Maryland 21701. The name and post office address of the
resident agent of the Corporation in Maryland is The Corporation Trust
Incorporated, 32 South Street, Baltimore, Maryland 21202. Said resident
agent is a Maryland corporation.
FOURTH: The nature of the business of the Corporation and the purposes
for which it is formed are as follows:
1. To engage in any service, information, communication, financial,
technology, research, development, manufacturing, marketing, promotion,
commercial, mercantile, trading or investment business or venture of any
kind or character whatsoever permitted by law, and to do all things
necessary or incidental to such business, and to invest in, whether through
debt, equity or otherwise, assist, loan money to, render financial and
managerial assistance to any type of business or venture or property
interest or person permitted by law;
I.D. NO# D1352889
ACKN. NO. - 208C3070024
GALAXY REGISTRATION, INC.
NO. OF CERTIFIED COPIES - 1
STATE OF MARYLAND
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I hereby certify that this is a true and complete copy of the 6
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page document on file in this office. DATED: May 23, 1994.
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STATE DEPARTMENT OF ASSESSMENTS AND TAXATION
BY: /s/
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This stamp replaces our previous certification system. Effective 10/84
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2. To purchase, take, receive or otherwise acquire, hold, own, pledge,
transfer or otherwise dispose of its own shares, common and preferred. The
purchase of its own shares may be made out of unreserved and unrestricted
earned and capital surpluses;
3. To have one or more offices outside the State of Maryland and to the
same extent as natural persons might or could do to purchase or otherwise
acquire and to hold, own, maintain, sell, lease, exchange, hire, convey,
mortgage or otherwise dispose of, and deal in lands and leaseholds, and any
interest, estate and rights in real property and in personal or mixed
property, necessary, convenient or appropriate for any of the purposes and
objects herein expressed, either within or without the State of Maryland;
4. To do everything necessary, suitable or proper for the
accomplishment of any of the purposes, the attainment of any of the objects,
or the furtherance of any of the powers hereinbefore set forth, either alone
or in connection with other corporations, firms or individuals, and either
as a principal, broker, agent, partner, joint venturer, or independent
contractor, either alone or in conjunction with any other legal entity or
person, and to do every other act or thing incidental to, or growing out of
or connected with the aforesaid objects, purposes or powers or any of them,
including power to borrow money and mortgage the property of the Corporation
as security for the payment of such sums as may be borrowed, either within
or without the State of Maryland; and
5. The foregoing clauses shall be construed as objects, purposes and
powers, and it is hereby expressly provided that the foregoing enumerations
of specific powers shall not be held to limit or restrict in any manner the
powers of this Corporation. The Corporation is hereby authorized to engage
in any other lawful activity for which corporations may be organized under
the Corporations and Associations Article of the Annotated Code of Maryland,
as amended from time to time, and any successor and/or replacement to said
laws.
FIFTH: The authorized capital stock of the Corporation and the aggregate
number of shares which the Corporation shall have authority to issue shall
be 1,000,000 shares all of one class, that is voting common stock with a par
value of $0.10 per share ("Common Stock"). The Common Stock shall have the
preferences, dividends, voting powers, qualifications, limitations and
relative rights described as follows:
Except as otherwise expressly provided by law or in this paragraph
FIFTH, voting rights upon any and all matters shall be vested in the holders
of the Common Stock, each share of such Common Stock having one vote on all
matters. Each fractional share, if any, of Common Stock shall be entitled to
a corresponding fractional vote. The Board of Directors of the Corporation
may declare and pay dividends, in their discretion, on the Common Stock of
the Corporation out of funds legally available for the payment of
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dividends. Upon any voluntary or involuntary liquidation of the Corporation,
the holders of shares of the Common Stock shall be entitled to share in all
remaining assets of the Corporation. The Common Stock of the Corporation
shall not be redeemable without the consent of the holders of the shares to
be redeemed.
No holder of shares of any class of stock of the Corporation shall be
entitled, as a matter of right, to subscribe for or purchase any part of any
new or additional issue of stock of any class whatsoever, or of obligations
or other securities convertible into, or exchangeable for, any stock of any
class whatsoever, whether now or hereafter authorized and whether issued for
cash or other consideration or by way of dividend, stock split or other
distribution.
SIXTH: The property and business of the Corporation shall be managed and
controlled by the Board of Directors. The number of directors which shall
constitute the whole Board of Directors shall be fixed at five (5) members,
subject, however, to increase or decrease from time to time in the manner
provided in the Bylaws but in no case shall the number be less than three
(3). Directors shall serve from the date of their election until the next
Annual Meeting of Stockholders and until their successors have been chosen
and qualified or the number of directors reduced. The names of the directors
currently acting as the Board of Directors are: Robert E. Craine, Jr., John
R. Laughlin, Howard G. Barnett, Jr., Edward J. Staley, and Wayne Atwood. In
furtherance of and not in limitation of the powers conferred by statute, the
Board of Directors is expressly authorized:
(a) To make, alter, amend or repeal the Bylaws of the Corporation.
(b) To issue and sell all or any part of the shares of stock of any
class of the Corporation without further action by stockholders for such
consideration (but not less than the stated value thereof), and to such
persons on such terms and conditions as may, from time to time, be
determined.
(c) To authorize and cause to be executed mortgages and liens upon
the real and personal property of the Corporation.
(d) To set apart out of any funds of the Corporation available for
dividends a reserve or reserves for any proper purposes and to abolish any
such reserve in the manner in which it was created.
(e) To borrower or raise money for any corporate purpose.
(f) To appoint an executive committee composed of three (3) or more
directors to have and exercise all of the authority of the board as
permitted by law and the Bylaws.
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A director elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office. Any directorship to be filled by reason
of an increase in the number of directors shall be filled by the
stockholders at an annual meeting or at a special meeting called for that
purpose, unless the vacancy was created by the stockholders at the previous
annual meeting, in which case such vacancy may be filled by the directors as
in the case of any other vacancy. No decrease in the number of directors
shall have the effect of shortening the term of any incumbent director.
SEVENTH: All stock of the Corporation shall be non-assessable.
EIGHTH: The period of duration of the Corporation shall be perpetual.
NINTH: To the extent permitted by law, no contract or transaction
between the 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 has
a financial interest, shall be void or voidable solely for this reason, or
solely because the directors or officers are present at or participate in
the meeting of the Board of Directors or committee thereof which authorizes
the contract or transaction, or solely because the directors or officers or
their votes are counted for such purpose, 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 vote 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 stockholders.
TENTH: The Corporation shall, to the fullest extent permitted by Section
2-418 of the Corporations and Associations Article of the Annotated Code of
Maryland or the indemnification provisions of any successor statute,
indemnify every director and officer and such person's heirs, executors,
administrators and personal representatives against all judgments,
penalties, fines, settlements and reasonable expenses actually incurred by
the person in connection with any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative. The foregoing right of indemnification shall not be exclusive
of any
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other rights of indemnity to which any such person may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise.
ELEVENTH: No director shall be personally liable to the Corporation or
its stockholders for monetary damages for breach of such director's
fiduciary duty as a director, provided that this provision shall not
eliminate or limit the liability of a director in any manner prohibited by
Section 5-349 of the Courts and Judicial Proceedings Article of the
Annotated Code of Maryland.
SECOND: The provisions set forth in the Restated Articles of Incorporation
of the Corporation constitute all of the provisions of the Corporation's Charter
that are currently in effect.
THIRD: The Restated Articles of Incorporation contained in these Articles of
Amendment and Restatement were duly advised and authorized by the Corporation's
Board of Directors by written informal action, unanimously taken by the Board
pursuant to Section 2-408 of the Code on March 17, 1994; and such Restated
Articles were also duly approved by the Corporation's stockholders by written
informal action unanimously taken by all the Corporation's stockholders pursuant
to Section 2-505 of the Code on March 17, 1994; and there is no stockholder with
a right to dissent who was entitled to notice but not entitled to vote on the
Restated Charter.
IN WITNESS WHEREOF, Galaxy Registration Inc. has caused these presents
to be signed in its name and on its behalf by its President, its corporate seal
to be hereunder affixed and attested by its Secretary, on this 17 day of March,
1994, and its President acknowledges that these ARTICLES OF AMENDMENT AND
RESTATEMENT are the act and deed of Galaxy Registration Inc., and under
the penalties of perjury, that the matters and facts set forth herein with
respect to authorization and approval are true in all material respects to the
best of his knowledge, information and belief.
ATTEST: GALAXY REGISTRATION INC.
James R. Rose BY: /s/ John R. Laughlin
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James R. Rose John R. Laughlin
Assistant Secretary President