L-M ACQUISITION CORPORATION
BY-LAWS
ARTICLE I
MEETINGS OF STOCKHOLDERS
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Section 1. Place of Meeting and Notice. Meetings of the stockholders of
the Corporation shall be held at such place in the United States either within
or without the State of Maryland as the Board of Directors may determine.
Section 2. Annual and Special Meetings. Annual meetings of stockholders
shall be held, at a date, time and place fixed by the Board of Directors and
stated in the notice of meeting, to elect a Board of Directors and to transact
such other business as may properly come before the meeting. Special meetings of
the stockholders may be called by the President or a majority of the Board of
Directors for any purpose and shall be called by the President or Secretary if
directed by the Board of Directors or requested in writing by the holders
entitled to cast not less than 25% of the votes entitled to be cast at the
meeting. Each such stockholder request shall state the purpose of the proposed
meeting.
Section 3. Notice. Except as otherwise provided by law, at least 10 and
not more than 60 days before each meeting of stockholders, written notice of the
time, date and place of the meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be given to each
stockholder.
Section 4. Quorum. At any meeting of stockholders, the holders of
record, present in person or by proxy, of a majority of the Corporation's issued
and outstanding capital stock shall constitute a quorum for the transaction of
business, except as otherwise provided by law. In the absence of a quorum, any
officer entitled to preside at or to act as secretary of the meeting shall have
power to adjourn the meeting from time to time until a quorum is present.
Section 5. Voting. Except as otherwise provided by law, all matters
submitted to a meeting of stockholders shall be decided by vote of the holders
of record, present in person or by proxy, of a majority of the Corporation's
issued and outstanding capital stock.
ARTICLE II
DIRECTORS
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Section 1. Number, Election and Removal of Directors. The number of
Directors that shall constitute the Board of Directors shall not be less than
one or more than fifteen, provided that the number of directors shall not be
less than the number of stockholders unless the number of stockholders shall be
three or more, in which case the number of directors shall be not less than
three. The first Board of Directors shall consist of one Director. Thereafter,
within the limits specified above, the number of Directors shall be determined
by the Board of Directors or the stockholders. The Directors shall be elected by
stockholders at their annual meeting. Vacancies and newly created directorships
resulting from any increase in the number of
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Directors may be filled by a majority of the Directors then in office, although
less than a quorum, or by the sole remaining Director or by the stockholders. A
Director may be removed with or without cause by the stockholders.
Section 2. Meetings. Regular meetings of the Board of Directors shall
be held at such times and places as may from time to time be fixed by the Board
of Directors or as may be specified in a notice of meeting.
Section 3. Quorum. One-third of the total number of Directors shall
constitute a quorum for the transaction of business. If a quorum is not present
at any meeting of the Board of Directors, the Directors present may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until such a quorum is present. Except as otherwise provided by law,
the Articles of Incorporation of the Corporation or these By-Laws, the act of a
majority of the Directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors.
Section 4. Committees. The Board of Directors may, by unanimous written
consent resolution adopted by a majority of the whole Board, designate one or
more committees, including, without limitation, an Executive Committee, to have
and exercise such power and authority as the Board of Directors shall specify.
In the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another Director
to act as the absent or disqualified member.
ARTICLE III
OFFICERS
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The officers of the Corporation shall consist of a President, a
Secretary, a Treasurer, and such other additional officers with such titles as
the Board of Directors shall determine, all of which shall be chosen by and
shall serve at the pleasure of the Board of Directors. Such officers shall have
the usual powers and shall perform all the usual duties incident to their
respective offices. All officers shall be subject to the supervision and
direction of the Board of Directors. The authority, duties or responsibilities
of any officer of the Corporation may be suspended by the President with or
without cause. Any officer elected or appointed by the Board of Directors may be
removed by the Board of Directors with or without cause.
ARTICLE IV
INDEMNIFICATION
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Section 1. Indemnity Undertaking. To the fullest extent permitted by
law, the Corporation shall indemnify any person who is or was made, or
threatened to be made, a party to any threatened, pending or completed action,
suit or proceeding (a "Proceeding"), whether civil, criminal, administrative or
investigative, including, without limitation, an action by or in the right of
the Corporation to procure a judgment in its favor, by reason of the fact that
such person, or a person of whom such person is the legal representative, is or
was a Director or officer of the
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Corporation, or is or was serving in any capacity at the request of the
Corporation for any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise (an "Other Entity"), against
judgments, fines, penalties, excise taxes, amounts paid in settlement and costs,
charges and expenses (including attorneys' fees and disbursements). Persons who
are not Directors or officers of the Corporation may be similarly indemnified in
respect of service to the Corporation or to an Other Entity at the request of
the Corporation to the extent the Board of Directors at any time specifies that
such persons are entitled to the benefits of this Article IV.
Section 2. Advancement of Expenses. The Corporation shall, from time to
time, reimburse or advance to any Director or officer or other person entitled
to indemnification hereunder the funds necessary for payment of expenses,
including attorneys' fees and disbursements, incurred in connection with any
Proceeding, in advance of the final disposition of such Proceeding; provided,
however, that, if required by the General Corporation Law, such expenses
incurred by or on behalf of any such Director, officer or other person may be
paid in advance of the final disposition of a Proceeding only upon receipt by
the Corporation of an undertaking, by or on behalf of such Director, officer or
other person indemnified hereunder, to repay any such amount so advanced if it
shall ultimately be determined by final judicial decision from which there is no
further right of appeal that such Director, officer or other person is not
entitled to be indemnified for such expenses.
Section 3. Rights Not Exclusive. The rights to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Article IV shall not be deemed exclusive of any other rights which a person
seeking indemnification or reimbursement or advancement of expenses may have or
to which such person hereafter may be entitled under any statute, the Articles
of Incorporation, these By-Laws, any agreement, any vote of stockholders or
disinterested Directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office.
Section 4. Continuation of Benefits. The rights to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Article IV shall continue as to a person who has ceased to be a Director or
officer (or other person indemnified hereunder) and shall inure to the benefit
of the executors, administrators, legatees and distributees of any such person.
Section 5. Insurance. The Corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was a Director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a Director, officer, employee or agent of an Other
Entity, against any liability asserted against such person and incurred by such
person in any such capacity, or arising out of such person's status as such,
whether or not the Corporation would have the power to indemnify such person
against such liability under the provisions of this Article IV or the Articles
of Incorporation or under the General Corporation Law of the state of Maryland
or any other provision of law.
Section 6. Binding Effect. The provisions of this Article IV shall be a
contract between the Corporation, on the one hand, and each Director and officer
who serves in such capacity at any time while this Article IV is in effect
and/or any other person indemnified hereunder, on the other hand, pursuant to
which the Corporation and each such Director, officer
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or other person intend to be legally bound. No repeal or modification of this
Article IV shall affect any rights or obligations with respect to any state of
facts then or theretofore existing or thereafter arising or any proceeding
theretofore or thereafter brought or threatened based in whole or in part upon
any such state of facts.
Section 7. Procedural Rights. The rights to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Article IV shall be enforceable by any person entitled to such
indemnification or reimbursement or advancement of expenses in any court of
competent jurisdiction. The burden of proving that such indemnification or
reimbursement or advancement of expenses is not appropriate shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, its independent legal counsel and its stockholders) to have made a
determination prior to the commencement of such action that such indemnification
or reimbursement or advancement of expenses is proper in the circumstances nor
an actual determination by the Corporation (including its Board of Directors,
its independent legal counsel and its stockholders) that such person is not
entitled to such indemnification or reimbursement or advancement of expenses
shall constitute a defense to the action or create a presumption that such
person is not so entitled. Such a person shall also be indemnified for any
expenses incurred in connection with successfully establishing his or her right
to such indemnification or reimbursement or advancement of expenses, in whole or
in part, in any such proceeding.
Section 8. Service Deemed at Corporation's Request. Any Director or
officer of the Corporation serving in any capacity for (a) another corporation
of which a majority of the shares entitled to vote in the election of its
directors is held, directly or indirectly, by the Corporation or (b) any
employee benefit plan of the Corporation or any corporation referred to in
clause (a) shall be deemed, in each case, to be doing so at the request of the
Corporation.
Section 9. Election of Applicable Law. Any person entitled to be
indemnified or to receive reimbursement or advancement of expenses as a matter
of right pursuant to this Article IV may elect to have the right to
indemnification or reimbursement or advancement of expenses interpreted on the
basis of the applicable law in effect at the time of the occurrence of the event
or events giving rise to the applicable Proceeding, to the extent permitted by
law, or on the basis of the applicable law in effect at the time such
indemnification or reimbursement or advancement of expenses is sought. Such
election shall be made, by a notice in writing to the Corporation, at the time
indemnification or reimbursement or advancement of expenses is sought; provided,
however, that if no such notice is given, the right to indemnification or
reimbursement or advancement of expenses shall be determined by the law in
effect at the time indemnification or reimbursement or advancement of expenses
is sought.
ARTICLE V
GENERAL PROVISIONS
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Section 1. Notices. Whenever any statute, the Articles of Incorporation
or these By-Laws require notice to be given to any Director or stockholder, such
notice may be given in writing by mail, addressed to such Director or
stockholder at his address as it appears in the records of the Corporation, with
postage thereon prepaid. Such notice shall be deemed to have
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been given when it is deposited in the United States mail. Notice to Directors
may also be given by telegram.
Section 2. Fiscal Year. The fiscal year of the Corporation shall be
fixed by the Board of Directors.
Section 3. Amendment of Bylaws. The Board of Directors, acting by
majority vote, shall have the power and authority to amend, alter or repeal all
or any provisions of these bylaws and may from time to time make additional
bylaws. The stockholders also shall have full power to amend, alter or repeal
all or any provisions of these bylaws and to make additional bylaws at any
annual meeting as part of the general business of such meeting, or at any
special meeting provided there was stated in the notice of such special meeting
given to the stockholders the substance of such proposed alteration or repeal.
Any bylaws so made, modified, or altered by the stockholders shall not be
modified, changed or rendered ineffective by any action taken by the Board of
Directors prior to the annual meeting of stockholders next following the meeting
of stockholders at which such action was taken.