T. ROWE PRICE GROUP, INC.
AMENDED AND RESTATED BY-LAWS
As of September 5, 2002
ARTICLE I.
STOCKHOLDERS
SECTION 1.01. Annual Meeting. The Corporation shall hold an
Annual Meeting of its stockholders to elect directors and transact any other
business within its powers, either at 2:00 p.m. on the last Thursday of March in
each year if not a legal holiday, or at such other time on such other day
falling on or before the 30th day thereafter as shall be set by the Board of
Directors. 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. Failure to hold an Annual Meeting does not
invalidate the Corporation's existence or affect any otherwise valid corporate
acts.
SECTION 1.02. Special Meeting. At any time in the interval
between Annual Meetings, a special meeting of the stockholders may be called by
the Chairman of the Board 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.
SECTION 1.03. Place of Meetings. Meetings of stockholders
shall be held at such place in the United States as is set from time to time by
the Board of Directors.
SECTION 1.04. Notice of Meetings; Waiver of Notice. Not less
than ten nor more than 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. Notwithstanding the
foregoing provisions, each person who is entitled to notice waives notice if he
before or after the meeting signs a waiver of the notice which is filed with the
records of stockholders' meetings, or is present at the meeting in person or by
proxy.
SECTION 1.05. Quorum; Voting. Unless statute or the Charter
provides otherwise, at a meeting of stockholders the presence in person or by
proxy of stockholders entitled to cast a majority of all the votes entitled to
be cast at the meeting constitutes a quorum, and a majority of all the votes
cast at a meeting at which a quorum is present is sufficient to approve any
matter which properly comes before the meeting, except that a plurality of all
the votes cast at a meeting at which a quorum is present is sufficient to elect
a director.
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SECTION 1.06. Adjournments. Whether or not a quorum is
present, a meeting of stockholders convened on the date for which it was called
may be adjourned from time to time by the stockholders present in person or by
proxy by a majority vote. Any business which might have been transacted at the
meeting as originally notified may be deferred and transacted at any such
adjourned meeting at which a quorum shall be present. No further notice of an
adjourned meeting other than by announcement shall be necessary if held on a
date not more than 120 days after the original record date.
SECTION 1.07. General Right to Vote; Proxies. Unless the
Charter provides for a greater or lesser number of votes per share or limits or
denies voting rights, each outstanding share of stock, regardless of class, is
entitled to one vote on each matter submitted to a vote at a meeting of
stockholders. In all elections for directors, each share of stock may be voted
for as many individuals as there are directors to be elected and for whose
election the share is entitled to be voted. A stockholder may vote the stock he
owns of record either in person or by written proxy signed by the stockholder or
by his duly authorized attorney in fact. Unless a proxy provides otherwise, it
is not valid more than 11 months after its date.
SECTION 1.08. List of Stockholders. At each meeting of
stockholders, a full, true and complete list of all stockholders entitled to
vote at such meeting, showing the number and class of shares held by each and
certified by the transfer agent for such class or by the Secretary, shall be
furnished by the Secretary.
SECTION 1.09. Conduct of Business. Nominations of persons for
election to the Board of Directors and the proposal of business to be considered
by the stockholders may be made at an annual meeting of stockholders (a)
pursuant to the Corporation's notice of meeting, (b) by or at the direction of
the Board of Directors or (c) by any stockholder of the Corporation (i) who was
a stockholder of record at the time of giving notice(s) provided for in Section
1.11 and Section 1.12, (ii) who is entitled to vote at the meeting and (iii) who
complied with the notice(s) procedures set forth in Section 1.11 and Section
1.12. Nominations of persons for election to the Board of Directors and the
proposal of business to be considered by the stockholders may be made at a
special meeting of stockholders (a) only pursuant to the Corporation's notice of
meeting and (b), in the case of nominations of persons for election to the Board
of Directors, (i) by or at the direction of the Board of Directors or (ii) by
any stockholder of the Corporation (A) who was a stockholder of record at the
time of giving notice provided for in Section 1.11, (B) who is entitled to vote
at the meeting and (C) who complied with the notice procedures set forth in
Section 1.11. The chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought before the
meeting was made in accordance with the procedures set forth in Section 1.11,
Section 1.12 and this Section and, if any proposed nomination or business is not
in compliance with Section 1.11, Section 1.12 and this Section, to declare that
such defective nomination or proposal be disregarded.
SECTION 1.10. Conduct of Voting. At all meetings of
stockholders, unless the voting is conducted by inspectors, the proxies and
ballots shall be received, and all questions touching the qualification of
voters and the validity of proxies and the acceptance or rejection of
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votes shall be decided, by the chairman of the meeting. If demanded by
stockholders, present in person or by proxy, entitled to cast 10% in number of
votes entitled to be cast, or if ordered by the chairman, the vote upon any
election or question shall be taken by ballot and, upon like demand or order,
the voting shall be conducted by two inspectors, in which event the proxies and
ballots shall be received, and all questions touching the qualification of
voters and the validity of proxies and the acceptance or rejection of votes
shall be decided, by such inspectors. Unless so demanded or ordered, no vote
need be by ballot and voting need not be conducted by inspectors. The
stockholders at any meeting may choose an inspector or inspectors to act at such
meeting, and in default of such election the chairman of the meeting may appoint
an inspector or inspectors. No candidate for election as a director at a meeting
shall serve as an inspector thereat.
SECTION 1.11. Advance Notice Provisions for Election of
Directors. Only 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 nor more than 120 days prior to the first
anniversary 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
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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 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 1.12. Advance Notice Provisions for Business to be
Transacted at Annual Meeting. No business may be transacted at an annual meeting
of 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 nor more than 120 days prior to the first
anniversary 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 1.11 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 1.11 nor in this Section shall be
deemed to
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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 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.
SECTION 1.13. Informal Action by Stockholders. Any action
required or permitted to be taken at a meeting of stockholders may be taken
without a meeting if there is filed with the records of stockholders meetings an
unanimous written consent which sets forth the action and is signed by each
stockholder entitled to vote on the matter and a written waiver of any right to
dissent signed by each stockholder entitled to notice of the meeting but not
entitled to vote at it.
ARTICLE II.
BOARD OF DIRECTORS
SECTION 2.01. Function of Directors. The business and affairs
of the Corporation shall be managed under the direction of its Board of
Directors. All powers of the Corporation may be exercised by or under authority
of the Board of Directors, except as conferred on or reserved to the
stockholders by statute or by the Charter or By-Laws.
SECTION 2.02. Number of Directors. The Corporation shall have
at least three directors; provided that, if there is no stock outstanding, the
number of Directors may be less than three but not less than one, and, if there
is stock outstanding and so long as there are less than three stockholders, the
number of Directors may be less than three but not less than the number of
stockholders. The Corporation shall have the number of directors provided in the
Charter until changed as herein provided. A majority of the entire Board of
Directors may alter the number of directors set by the Charter to not exceeding
25 nor less than the minimum number then permitted herein, but the action may
not affect the tenure of office of any director.
SECTION 2.03. Election and Tenure of Directors. At each Annual
Meeting, the stockholders shall elect directors to hold office until the next
Annual Meeting and until their successors are elected and qualify.
SECTION 2.04. Removal of Director. Unless statute or the
Charter provides otherwise, the stockholders may remove any director, with or
without cause, by the affirmative vote of a majority of all the votes entitled
to be cast for the election of directors.
SECTION 2.05. Vacancy on Board. 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. A majority of the remaining directors, whether or not
sufficient to constitute a quorum, may fill a vacancy on the Board of Directors
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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 successor is elected and qualifies.
SECTION 2.06. Regular Meetings. After each meeting of
stockholders at which a Board of Directors shall have been elected, the Board of
Directors so elected shall meet as soon as practicable for the purpose of
organization and the transaction of other business; and in the event that no
other time is designated by the stockholders, the Board of Directors shall meet
one hour after the time for such stockholders' meeting or immediately following
the close of such meeting, whichever is later, on the day of such meeting. Such
first regular meeting shall be held at any place as may be designated by the
stockholders, or in default of such designation at the place designated by the
Board of Directors for such first regular meeting, or in default of such
designation at the place of the holding of the immediately preceding meeting of
stockholders. No notice of such first meeting shall be necessary if held as
hereinabove provided. Any other regular meeting of the Board of Directors shall
be held on such date and at any place as may be designated from time to time by
the Board of Directors.
SECTION 2.07. Special Meetings. Special meetings of the Board
of Directors may be called at any time by the Chairman of the Board or the
President or by a majority of the Board of Directors by vote at a meeting, or in
writing with or without a meeting. A special meeting of the Board of Directors
shall be held on such date and at any place as may be designated from time to
time by the Board of Directors. In the absence of designation such meeting shall
be held at such place as may be designated in the call.
SECTION 2.08. Notice of Meeting. Except as provided in Section
2.06, the Secretary shall give notice to each director of each regular and
special meeting of the Board of Directors. The notice shall state the time and
place of the meeting. Notice is given to a director when it is delivered
personally to him, left at his residence or usual place of business, or sent by
telegraph or telephone, at least 24 hours before the time of the meeting or, in
the alternative by mail to his address as it shall appear on the records of the
Corporation, at least 72 hours before the time of the meeting. Unless the
By-Laws or a resolution of the Board of Directors provides otherwise, the notice
need not state the business to be transacted at or the purposes of any regular
or special meeting of the Board of Directors. No notice of any meeting of the
Board of Directors need be given to any director who attends, or to any director
who, in writing executed and filed with the records of the meeting either before
or after the holding thereof, waives such notice. Any meeting of the Board of
Directors, regular or special, may adjourn from time to time to reconvene at the
same or some other place, and no notice need be given of any such adjourned
meeting other than by announcement.
SECTION 2.09. Action by Directors. Unless statute or the
Charter or By-Laws requires a greater proportion, the action of a majority of
the directors present at a meeting at which a quorum is present is action of the
Board of Directors. A majority of the entire Board of Directors shall constitute
a quorum for the transaction of business. In the absence of a quorum, the
directors present by majority vote and without notice other than by announcement
may
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adjourn the meeting from time to time until a quorum shall attend. At any such
adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally
notified. Any action required or permitted to be taken at a meeting of the Board
of Directors may be taken without a meeting, if a unanimous written consent
which sets forth the action is signed by each member of the Board and filed with
the minutes of proceedings of the Board.
SECTION 2.10. Meeting by Conference Telephone. Members of the
Board of 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 constitutes presence in person at a meeting.
SECTION 2.11. Compensation. By resolution of the Board of
Directors a fixed sum and expenses, if any, for attendance at each regular or
special meeting of the Board of Directors or of committees thereof, and other
compensation for their services as such or on committees of the Board of
Directors, may be paid to directors. A director who serves the Corporation in
any other capacity also may receive compensation for such other services,
pursuant to a resolution of the directors.
ARTICLE III.
COMMITTEES
SECTION 3.01. Committees. The Board of Directors may appoint
from among its members an Executive Committee and other committees composed of
two or more directors and delegate to these committees any of the powers of the
Board of Directors, except the power to declare dividends or other distributions
on stock, elect directors, issue stock other than as provided in the next
sentence, recommend to the stockholders any action which requires stockholder
approval, amend the By-Laws, or approve any merger or share exchange which does
not require stockholder approval. 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 3.02. Committee Procedure. Each committee may fix
rules of procedure for its business. A majority of the members of a committee
shall constitute a quorum for the transaction of business and the act of a
majority of those present at a meeting at which a quorum is present shall be the
act of the committee. The members of a committee present at any meeting, whether
or not they constitute a quorum, may appoint a director to act in the place of
an absent member. Any action required or permitted to be taken at a meeting of a
committee may be taken without a meeting, if a unanimous written consent which
sets forth the action is signed by each member of the committee and filed with
the minutes of the committee. The members of a
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committee may conduct any meeting thereof by conference telephone in accordance
with the provisions of Section 2.10.
SECTION 3.03. Emergency. In the event of a state of disaster
of sufficient severity to prevent the conduct and management of the affairs and
business of the Corporation by its directors and officers as contemplated by the
Charter and the By-Laws, any two or more available members of the then incumbent
Executive Committee shall constitute a quorum of that Committee for the full
conduct and management of the affairs and business of the Corporation in
accordance with the provisions of Section 3.01. In the event of the
unavailability, at such time, of a minimum of two members of the then incumbent
Executive Committee, the available directors shall elect an Executive Committee
consisting of any two members of the Board of Directors, whether or not they be
officers of the Corporation, which two members shall constitute the Executive
Committee for the full conduct and management of the affairs of the Corporation
in accordance with the foregoing provisions of this Section. This Section shall
be subject to implementation by resolution of the Board of Directors passed from
time to time for that purpose, and any provisions of the By-Laws (other than
this Section) and any resolutions which are contrary to the provisions of this
Section or to the provisions of any such implementary resolutions shall be
suspended until it shall be determined by any interim Executive Committee acting
under this Section that it shall be to the advantage of the Corporation to
resume the conduct and management of its affairs and business under all the
other provisions of the By-Laws.
ARTICLE IV.
OFFICERS
SECTION 4.01 Executive and Other Officers; Operating
Committees. The Corporation shall have a President, a Secretary, and a Treasurer
who shall be executive officers of the Corporation. It may also have a Chairman
of the Board, who shall be an executive officer of the Corporation if designated
as an officer by the Board of Directors. The other officers shall be executive
officers to the extent designated by the Board of Directors. The Board of
Directors may designate who shall serve as chief executive officer, having
general supervision of the business and affairs of the Corporation, or as chief
operating officer, having supervision of the operations of the Corporation; in
the absence of designation the President shall serve as chief executive officer
and chief operating officer. It may also have one or more Vice Chairmen of the
Board, Vice Presidents, assistant officers, and subordinate officers as may be
established by the Board of Directors and may provide additional descriptive
titles, such as chief financial officer or chief investment officer, as the
Board shall deem appropriate. A person may hold more than one office in the
Corporation. The Chairman of the Board, the President, and any Vice Chairmen of
the Board shall be directors; the other officers may be directors. The officers
of the Corporation may also act through one or more committees appointed by the
Board of Directors or appointed by a committee appointed by the Board of
Directors.
SECTION 4.02. Chairman of the Board. The Chairman of the
Board, if one be elected, shall preside at all meetings of the Board of
Directors and of the stockholders at
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which he shall be present; and, in general, he shall perform all such duties as
are from time to time assigned to him by the Board of Directors.
SECTION 4.03. President. The President, in the absence of the
Chairman of the Board, shall preside at all meetings of the Board of Directors
and of the stockholders at which he shall be present; he may sign and execute,
in the name of the Corporation, all authorized deeds, mortgages, bonds,
contracts or other instruments, except in cases in which the signing and
execution thereof shall have been expressly delegated to some other officer or
agent of the Corporation; and, in general, he shall perform all duties usually
performed by a president of a corporation and such other duties as are from time
to time assigned to him by the Board of Directors or the chief executive officer
of the Corporation.
SECTION 4.04. Vice Chairmen of the Board. The Board of
Directors may elect one or more Vice Chairmen of the Board, who shall have the
powers and perform the duties of Vice Presidents of the Corporation and shall
have such additional powers and perform such additional duties as are from time
to time assigned to them by the Board of Directors, the Chairman of the Board,
the President, or any committee appointed by the Board of Directors.
SECTION 4.05. Vice Presidents. The Vice President or Vice
Presidents, at the request of the chief executive officer or the President, or
in the President's absence or during his inability to act, shall perform the
duties and exercise the functions of the President, and when so acting shall
have the powers of the President. If there be more than one Vice President, the
Board of Directors, or any committee appointed by the Board of Directors may
determine which one or more of the Vice Presidents shall perform any of such
duties or exercise any of such functions, or if such determination is not made
by the Board of Directors or such committee, the chief executive officer, or the
President may make such determination; otherwise any of the Vice Presidents may
perform any of such duties or exercise any of such functions. The Vice President
or Vice Presidents shall have such other powers and perform such other duties,
and have such additional descriptive designations in their titles (if any), as
are from time to time assigned to them by the Board of Directors, the chief
executive officer, or the President.
SECTION 4.06 Secretary. The Secretary shall keep the minutes
of the meetings of the stockholders, of the Board of Directors and of any
committees of the Board of Directors, in books provided for the purpose; shall
see that all notices are duly given in accordance with the provisions of the
By-Laws or as required by law; shall be custodian of the records of the
Corporation; may witness any document on behalf of the Corporation, the
execution of which is duly authorized, see that the corporate seal is affixed
where such document is required or desired to be under its seal, and, when so
affixed, may attest the same; and, in general, shall perform all duties incident
to the office of a secretary of a corporation, and such other duties as are from
time to time assigned by the Board of Directors, the chief executive officer,
the President, or any committee appointed by the Board of Directors.
SECTION 4.07. Treasurer. The Treasurer shall have charge of
and be responsible for all funds, securities, receipts and disbursements of the
Corporation, and shall deposit, or cause to be deposited, in the name of the
Corporation, all moneys or other valuable
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effects in such banks, trust companies or other depositories as shall, from time
to time, be selected by the Board of Directors; in the absence of designation
shall serve as the Corporation's principal accounting officer and shall render
to the President and to the Board of Directors, whenever requested, an account
of the financial condition of the Corporation; and, in general, shall perform
all the duties incident to the office of a treasurer of a corporation, and such
other duties as are from time to time assigned by the Board of Directors, the
chief executive officer, the President, or any committee appointed by the Board
of Directors.
SECTION 4.08. Assistant and Subordinate Officers. The
assistant and subordinate officers of the Corporation are all officers below the
offices of Vice President, Secretary, and Treasurer. The assistant or
subordinate officers shall have such duties as are from time to time assigned to
them by the Board of Directors, the chief executive officer, the President, any
committee appointed by the Board of Directors, or any committee appointed by a
committee appointed by the Board of Directors.
SECTION 4.9. Election, Tenure and Removal of Officers. The
Board of Directors shall elect the officers. The Board of Directors may from
time to time authorize any committee appointed by the Board, the president, or
the chief executive officer, to appoint vice presidents and assistant and
subordinate officers. Any committee appointed by the Board of Directors may
delegate its power to appoint assistant and subordinate officers to one or more
other committees of officers. The President serves for one year. All other
officers shall be appointed to hold their offices, respectively, during the
pleasure of the Board. The Board of Directors (or, as to any vice president or
assistant or subordinate officer, any committee appointed by the Board of
Directors, or any officer authorized by the Board) may remove an officer at any
time. The removal of an officer does not prejudice any of the former officer's
contract rights. The Board of Directors (or, as to any assistant or subordinate
officer, any committee appointed by the Board of Directors or any committee
appointed by a committee appointed by the Board of Directors or officer
authorized by the Board) may fill a vacancy which occurs in any office for the
unexpired portion of the term.
SECTION 4.10. Compensation. The Board of Directors shall have
power to fix the salaries and other compensation and remuneration, of whatever
kind, of all officers of the Corporation. It may authorize one or more
committees comprised of directors or officers to fix the salaries, compensation,
and remuneration of the officers of the Corporation. Any committee appointed by
the Board of Directors may fix, or authorize one or more other committees to
fix, the salaries, compensation, and remuneration of the vice presidents and
assistant and subordinate officers.
ARTICLE V.
STOCK
SECTION 5.01. Certificates for Stock. Each stockholder is
entitled to certificates which represent and certify the shares of stock he
holds in the Corporation. Each stock certificate shall include on its face the
name of the corporation that issues it, the name of
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the stockholder or other person to whom it is issued, and the class of stock and
number of shares it represents. It shall be in such form, not inconsistent with
law or with the Charter, as shall be approved by the Board of Directors or any
officer or officers designated for such purpose by resolution of the Board of
Directors. Each stock certificate shall be signed by the Chairman of the Board,
the President, or a Vice President, and countersigned by the Secretary, an
Assistant Secretary, the Treasurer, or an Assistant Treasurer. Each certificate
may be sealed with the actual corporate seal or a facsimile of it or in any
other form and the signatures may be either manual or facsimile signatures. A
certificate is valid and may be issued whether or not an officer who signed it
is still an officer when it is issued.
SECTION 5.02. Transfers. The Board of Directors shall have
power and authority to make such rules and regulations as it may deem expedient
concerning the issue, transfer and registration of certificates of stock; and
may appoint transfer agents and registrars thereof. The duties of transfer agent
and registrar may be combined.
SECTION 5.03. Record Date and Closing of Transfer Books. The
Board of Directors may set a record date or direct that the stock transfer books
be closed for a stated period for the purpose of making any proper determination
with respect to stockholders, including which stockholders are entitled to
notice of a meeting, vote at a meeting, receive a dividend, or be allotted other
rights. The record date may not be more than 90 days before the date on which
the action requiring the determination will be taken; the transfer books may not
be closed for a period longer than 20 days; and, in the case of a meeting of
stockholders, the record date or the closing of the transfer books shall be at
least ten days before the date of the meeting.
SECTION 5.04. Stock Ledger. The Corporation shall maintain a
stock ledger which contains the name and address of each stockholder and the
number of shares of stock of each class which the stockholder holds. The stock
ledger may be in written form or in any other form which can be converted within
a reasonable time into written form for visual inspection. The original or a
duplicate of the stock ledger shall be kept at the offices of a transfer agent
for the particular class of stock, or, if none, at the principal office in the
State of Maryland or the principal executive offices of the Corporation.
SECTION 5.05. Certification of Beneficial Owners. The Board of
Directors may adopt by resolution a procedure by which a stockholder of the
Corporation may certify in writing to the Corporation that any shares of stock
registered in the name of the stockholder are held for the account of a
specified person other than the stockholder. The resolution shall set forth the
class of stockholders who may certify; the purpose for which the certification
may be made; the form of certification and the information to be contained in
it; if the certification is with respect to a record date or closing of the
stock transfer books, the time after the record date or closing of the stock
transfer books within which the certification must be received by the
Corporation; and any other provisions with respect to the procedure which the
Board considers necessary or desirable. On receipt of a certification which
complies with the procedure adopted by the Board in accordance with this
Section, the person specified in the certification is, for the purpose set forth
in the certification, the holder of record of the specified stock in place of
the stockholder who makes the certification.
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SECTION 5.06. Lost Stock Certificates. The Board of Directors
of the Corporation may determine the conditions for issuing a new stock
certificate in place of one which is alleged to have been lost, stolen, or
destroyed, or the Board of Directors may delegate such power to any officer or
officers of the Corporation. In their discretion, the Board of Directors or such
officer or officers may refuse to issue such new certificate save upon the order
of some court having jurisdiction in the premises.
ARTICLE VI.
FINANCE
SECTION 6.01. Checks, Drafts, Etc. All checks, drafts and
orders for the payment of money, notes and other evidences of indebtedness,
issued in the name of the Corporation, shall, unless otherwise provided by
resolution of the Board of Directors, be signed by the President, the Treasurer
or an Assistant Treasurer, a Vice President or an Assistant Vice President.
SECTION 6.02. Annual Statement of Affairs. The President shall
prepare annually a full and correct statement of the affairs of the Corporation,
to include a balance sheet and a financial statement of operations for the
preceding fiscal year. The statement of affairs shall be submitted at the Annual
Meeting of the stockholders and, within 20 days after the meeting, placed on
file at the Corporation's principal office.
SECTION 6.03. Fiscal Year. The fiscal year of the Corporation
shall be the twelve calendar months period ending December 31 in each year,
unless otherwise provided by the Board of Directors.
SECTION 6.04. Dividends. If declared by the Board of Directors
at any meeting thereof, the Corporation may pay dividends on its shares in cash,
property, or in shares of the capital stock of the Corporation, unless such
dividend is contrary to law or to a restriction contained in the Charter.
ARTICLE VII.
SUNDRY PROVISIONS
SECTION 7.01. Books and Records. The Corporation shall keep
correct and complete books and records of its accounts and transactions and
minutes of the proceedings of its stockholders and Board of Directors and of any
executive or other committee when exercising any of the powers of the Board of
Directors. The books and records of 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 or a certified copy of
the By-Laws shall be kept at the principal office of the Corporation.
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SECTION 7.02. Corporate Seal. The Board of Directors shall
provide a suitable seal, bearing the name of the Corporation, which shall be in
the charge of the Secretary. The Board of Directors may authorize one or more
duplicate seals and provide for the custody thereof. If the Corporation is
required to place its corporate seal to a document, it is sufficient to meet the
requirement of any law, rule, or regulation relating to a corporate seal to
place the word "Seal" adjacent to the signature of the person authorized to sign
the document on behalf of the Corporation.
SECTION 7.03. Bonds. The Board of Directors may require any
officer, agent or employee of the Corporation to give a bond to the Corporation,
conditioned upon the faithful discharge of his duties, with one or more sureties
and in such amount as may be satisfactory to the Board of Directors.
SECTION 7.04. Voting Upon Shares in Other Corporations. Stock
of other corporations or associations, registered in the name of the
Corporation, may be voted by the President, a Vice President, or a proxy
appointed by any of them. The Board of Directors, however, may by resolution
appoint some other person to vote such shares, in which case such person shall
be entitled to vote such shares upon the production of a certified copy of such
resolution.
SECTION 7.05. Mail. Any notice or other document which is
required by these By-Laws to be mailed shall be deposited in the United States
mails, postage prepaid.
SECTION 7.06. Execution of Documents. A person who holds more
than one office in the Corporation may not act in more than one capacity to
execute, acknowledge, or verify an instrument required by law to be executed,
acknowledged, or verified by more than one officer.
SECTION 7.07.Amendments. Subject to the special provisions of
Section 2.02, (a) any and all provisions of these By-Laws may be altered or
repealed and new by-laws may be adopted at any annual meeting of the
stockholders, or at any special meeting called for that purpose, and (b) the
Board of Directors shall have the power, at any regular or special meeting
thereof, to make and adopt new by-laws, or to amend, alter or repeal any of the
By-Laws of the Corporation.
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