BYLAWS
OF
MCTI ACQUISITION CORPORATTON
ARTICLE I
ARTICLE I MEETINGS OF STOCKHOLDERS
Section 1. PLACE. All meetings of stockholders shall be held at the
principal office of the corporation or at such other place within the United
States as shall be stated in the notice of the meeting.
Section 2. ANNUAL MEETING. An annual meeting of the stockholders for the
election of directors and the transaction of any business within the powers of
the corporation shall be held within six (6) months of the close of the
corporation's fiscal year at such location and at such date and time as may be
fixed by the Board of Directors. If the day fixed for the annual meeting shall
be a legal holiday, such meeting shall be held at the same time on the next
succeeding business day.
Section 3. SPECIAL MEETINGS. The President or Board of Directors may call
special meetings of the stockholders. Special meetings of stockholders shall
also be called by the Secretary upon the written request of the holders of
shares entitled to cast not less than thirty three percent (33%) of all the
votes entitled to be cast at such meeting. Such request shall state the purpose
or purposes of such meeting and the matters proposed to be acted on thereat. The
Secretary shall inform such stockholders of the reasonably estimated cast of
preparing and mailing such notice of the meeting, and upon payment to the
corporation of such costs, the Secretary shall give notice stating the purpose
or purposes of the meeting to all stockholders entitled to vote at such meeting.
No special meeting need be called upon the request of the holders of shares
entitled to cast less than a majority of all votes entitled to be cast at such
meeting, to consider any matter which is substantially the same as a matter
voted upon at any special meeting of the stockholders held during the preceding
twelve months.
Section 4. NOTICE. Not less than ten nor more than ninety days before the
date of every meeting of stockholders, the Secretary shall give, to each
stockholder entitled to vote who is entitled to notice by statute, written or
printed notice stating the time and place of the meeting and, in the case of a
special meeting or as otherwise may be required by statute, the purpose or
purposes for which the meeting is called, either by mail or by presenting it to
him personally or by leaving it at his residence or usual place of business. If
mailed, such notice shall be deemed to be given when deposited in the United
States mail addressed to the stockholder at his post office address as it
appears on the records of the corporation, with postage prepaid.
Section 5. SCOPE OF NOTICE. No business shall be transacted at a special
meeting of stockholders except that specifically designated in the notice. Any
business of the corporation may be transacted at the annual meeting without
being specifically designated in the notice, except such business as is required
by statute to be stated in such notice.
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Section 6. QUORUM. At any meeting of stockholders, the presence in person
or by proxy of stockholders entitled to cast a majority of the votes shall
constitute a quorum; but this section shall not affect any requirement under any
statute or the charter for the vote necessary for the adoption of any measure.
If, however, a quorum is not present at any meeting of the stockholders, the
stockholders present in person or by proxy shall have the power to adjourn the
meeting from time to time without notice other than announcement at the meeting
until a quorum is present. At any adjourned meeting at which a quorum is
present, any business may be transacted which might have been transacted at the
meeting as originally notified. The stockholders present at a meeting which has
been duly called and convened and at which a quorum is present at the time
counted may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.
Section 7. VOTING. A majority of the votes cast at a meeting of
stockholders duly called and at which a quorum is present shall be sufficient to
take or authorize action upon any matter which may properly come before the
meeting, unless more than a majority of the votes cast is required by statute or
by the charter. Unless otherwise provided in the charter, each outstanding
share, regardless of class, shall be entitled to one vote upon each matter
submitted to a vote at a meeting of stockholders.
Section 8. PROXIES. A stockholder may vote the shares owned of record by
him, either in person or by proxy executed in writing by the stockholder or by
his duly authorized attorney in fact. Such proxy shall be filed with the
Secretary of the corporation before or at the time of the meeting. No proxy
shall be valid after eleven months from the date of its execution, unless
otherwise provided in the proxy.
Section 9. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name
of another corporation, when entitled to be voted, may be voted by the president
or vice-president or by proxy appointed by the president or a vice-president of
such other corporation, unless some other person who has been appointed to vote
such shares pursuant to a bylaw or a resolution of the Board of Directors of
such other corporation presents a certified copy of such bylaws or resolution,
in which case such person may vote such shares. Any fiduciary may vote shares
standing in his name as such fiduciary, either in person or by proxy.
Shares of its own stock directly or indirectly owned by this corporation
shall not be voted in any meeting and shall not be counted in determining the
total number of outstanding shares entitled to vote at any given time, but
shares of its own stock held by it in a fiduciary capacity may be voted and
shall be counted in determining the total number of outstanding shares at any
given time.
Section 10. INSPECTORS. At any meeting of stockholders, the chairman of the
meeting may, or upon the request of any stockholder shall, appoint one or more
persons as inspectors for such meeting. Such inspectors shall ascertain and
report the number of shares represented at the meeting based upon their
determination of the validity and effect of proxies, count all votes, report the
results and do such other acts as are proper to conduct the election and voting
with impartiality and fairness to all the stockholders.
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Each report of an inspector shall be in writing and signed by him or by a
majority of them if there be more than one inspector acting at such meeting. If
there is more than one inspector, the report of a majority shall be the report
of the inspectors. The report of the inspector or inspectors on the number of
shares represented at the meeting and the results of the voting shall be prima
facie evidence thereof.
Section 11. INFORMAL ACTION BY STOCKHOLDERS. Any action required or
permitted to be taken at a meeting of stockholders may be taken without a
meeting if a consent in writing, setting forth such action, is signed by all the
stockholders entitled to vote on the subject matter thereof and any other
stockholders entitled to notice of a meeting of stockholders (but not to vote
thereat) have waived in writing any rights which they may have to dissent from
such action, and such consents and waivers are filed with the minutes of
proceedings of the stockholders. Such consents and waivers may be signed by
different stockholders on separate counterparts.
ARTICLE II
DIRECTORS
Section 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by its Board of Directors.
Section 2. NUMBER, TENURE AND QUALIFICATION. The number of directors of the
corporation shall be that number set forth in the Articles of Incorporation of
the Corporation, or such other number as may be designated from time to time by
resolution of a majority of the entire Board of Directors, provided, however,
that the number of Directors shall never be more than fifteen (15) nor less than
the minimum number required by Section 2-402 of the Corporations and
Associations Article of the Annotated Code of Maryland, as may be amended from
time to time, and further provided that the tenure of office of a director shall
not be affected by any decrease in the number of directors. Each director shall
serve until the next annual meeting of stockholders and until his or her
successor is elected and qualifies.
Section 3. ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of
Directors shall be held promptly after the annual meeting of stockholders, no
notice other than this bylaw being necessary. The Board of Directors may
provide, by resolution, the time and place, either within or without the State
of Maryland, for the holding of regular meetings of the Board of Directors
without other notice than such resolutions.
Section 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by or at the request of the President or by a majority of the
directors then in office. The person or persons authorized to call special
meetings of the Board of Directors may fix any place, either within or without
the State of Maryland, as the place for holding any special meeting of the Board
of Directors called by them.
Section 5. NOTICE. Notice of any special meeting to be provided herein
shall be given by written notice delivered personally, telegraphed or mailed to
each director at his business or residence at least two (2) days prior to the
meeting. Notice by mail shall be given at least five (5) days prior to the
meeting. If mailed, such notice shall be deemed to be delivered
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when deposited in the United States mail properly addressed, with postage
thereon prepaid. If notice be given by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company. Neither
the business to be transacted at, nor the purpose of, any annual, regular or
special meeting of the Board of Directors need be specified in the notice,
unless specifically required by statute or these Bylaws.
Section 6. QUORUM. A majority of the Board of Directors then in office
shall constitute a quorum for transaction of business at any meeting of the
Board of Directors, provided that, if less than a majority of such number of
directors are present at said meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.
The directors present at a meeting which has been duly called and convened
may continue to transact business until adjournment, notwithstanding the
withdrawal of enough directors to leave less than a quorum.
Section 7. VOTING. The action of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors,
unless the concurrence of a greater proportion is required for such action by
applicable statute or these Bylaws.
Section 8. VACANCIES. Any vacancy occurring in the Board of Directors for
any cause other than by reason of an increase in the number of directors may be
filled by a majority vote of the remaining directors, although such majority is
less than a quorum. Any vacancy occurring in the Board of Directors by reason of
an increase in the number of directors may be filled by a majority vote of the
entire Board of Directors. A director elected by the Board of Directors to fill
a vacancy shall hold office until the next annual meeting of stockholders or
until his or her successor is elected and qualifies.
Section 9. INFORMAL ACTION BY DIRECTORS. Any action required or permitted
to be taken at any meeting of the Board of Directors may be taken without a
meeting, if a consent in writing to such action is signed by all of the
directors and such written consent is filed with the minutes of the Board of
Directors. Consents may be signed by different directors on separate
counterparts.
Section 10. COMPENSATION. Directors, as such, shall not receive any stated
salary for their services, but, by resolution of the Board of Directors, a fixed
sum and expenses of attendance, if any, may be allowed to directors for
attendance at each annual, regular or special meeting of the Board of Directors,
or of any committee thereof; but nothing herein contained shall be construed to
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.
Section 11. REMOVAL OF DIRECTORS. The stockholders may, at any time, remove
any director, with or without cause, by the affirmative vote of a majority of
all the votes entitled to be cast on the matter, and may elect a successor to
fill any resulting vacancy for the balance of the term of the removed director.
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ARTICLE III
COMMITTEES
Section 1. NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors may
appoint from among its members an Executive Committee and other committees,
composed of two or more directors, to serve at the pleasure of the Board of
Directors.
Section 2. DELEGATION OF POWER. The Board of Directors may delegate to
these committees in the intervals between meetings of the Board of Directors any
of the powers of the Board of Directors to manage the business and affairs of
the corporation, except those powers which the Board of Directors is
specifically prohibited from delegating pursuant to Section 2-411 of the
Corporations and Associations Article of the Annotated Code of Maryland, as may
be amended from time to time.
Section 3. MEETINGS. In the absence of any member of any such committee,
the members thereof present at such meeting, whether or not they constitute a
quorum, may appoint a member of the Board of Directors to act in the place of
such absent members.
Section 4. INFORMAL ACTION BY COMMITTEES. Any action required or permitted
to be taken at any meeting of a committee of the Board of Directors may be taken
without a meeting, if a written consent to such action is signed by all members
of the committee and such written consent is filed with the minutes of
proceedings of such committee. Consents may be signed by different members of a
committee on separate counterparts.
ARTICLE IV
OFFICERS
Section 1. POWERS AND DUTIES. The officers of the corporation shall be
elected annually by the Board of Directors at the first meeting of the Board of
Directors held after each annual meeting of stockholders. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as may be convenient. Each officer shall hold office until his
successor is duly elected and qualifies or until his death, resignation or
removal in the manner hereinafter provided. Any two or more offices except
President and Vice-President may be held by the same person. Election or
appointment of an officer or agent shall not of itself create contract rights
between the corporation and such officer or agent.
Section 2. REMOVAL. Any officer or agent elected or appointed by the Board
of Directors may be removed by the Board of Directors at any time with or
without cause, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.
Section 3. VACANCIES. A vacancy in any office may be filled by the Board of
Directors for the unexpired portion of the term.
Section 4. PRESIDENT. The President shall be the principal executive
officer of the corporation, shall in general supervise and control all of the
business and affairs of the corporation and shall have such powers and perform
such duties as generally pertain to that position or as may, from time to time,
be assigned to him by the Board of Directors.
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Section 5. SECRETARY. The Secretary shall (a) keep the minutes of the
proceedings of the stockholders and Board of Directors in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these Bylaws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation; (d) keep a register of
the post office address of each stockholder which shall be furnished to the
Secretary by such stockholder; (e) have general charge of the stock transfer
books of the corporation; and (f) in general perform all duties as from time to
time may be assigned to him by the President or by the Board of Directors.
Section 6. TREASURER. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the corporation as may be ordered
by the Board of Directors, taking proper vouchers for such disbursements, and
shall render to the President and Board of Directors, at the regular meetings of
the Board or whenever they may require it, an account of all his transactions as
treasurer and of the financial condition of the corporation.
If required by the Board of Directors, the Treasurer shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his or her possession or
under his or her control belonging to the corporation.
Section 7. OTHER OFFICERS. The Board of Directors may appoint such other
officers and agents as it shall deem necessary. The other officers of the
Corporation shall have such authority and perform such duties as shall be
prescribed by the Board of Directors or by officers authorized by the Board of
Directors to appoint them to their respective offices. To the extent that such
duties are not so stated, such officers shall have such authority and perform
the duties which generally pertain to their respective offices, subject to the
control of the President or the Board of Directors.
Section 8. ANNUAL REPORT. The President or other executive officer of the
corporation shall prepare or cause to be prepared annually a full and correct
statement of the affairs of the corporation, including a balance sheet and a
statement of the results of operations for the preceding fiscal year, which
shall be submitted at the annual meeting of the stockholders and filed within
twenty (20) days thereafter at the principal office of the corporation in the
State of Maryland.
Section 9. SALARIES. The salaries of the officers shall be fixed from time
to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.
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ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. CONTRACTS. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or to execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.
Section 2. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation shall be signed by such officers or agents of the corporation
and in such manner as shall from time to time be determined by resolution of the
Board of Directors.
Section 3. DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositories as the Board of Directors, or
officers of the corporation authorized by the Board of Directors, may select.
ARTICLE VI
ARTICLE VI SHARES OF STOCK
Section 1. CERTIFICATES OF STOCK. Each stockholder shall be entitled to a
certificate or certificates which shall represent and certify the number of
shares of each class of stock owned by him or her in the corporation. Each
certificate shall be signed by the President or a Vice President and
countersigned by the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer and may be sealed with the corporate seal. The signatures
may be either manual or facsimile. Certificates shall be consecutively numbered.
If the corporation issues, from time to time, several classes of stock, each
class may have its own number or series. In case any officer who has signed any
certificate ceases to be an officer of the corporation before the certificate is
issued, the certificate may nevertheless be issued by the corporation with the
same effect as if the officer has not ceased to be such officer as of the date
of its issue. Each certificate representing stock which is restricted or limited
as to its transferability or voting powers, which is preferred or limited as to
its dividends or as to its share of the assets upon liquidation or which is
redeemable at the option of the corporation, shall have a statement of such
restriction, limitation, preference or redemption provisions, or a summary
thereof, plainly stated on the certificate. In lieu of such statement or
summary, the corporation may set forth upon the face or back of the certificate
a statement that the corporation will furnish to any stockholder, upon request
and without charge, a full statement of such information.
Section 2. TRANSFERS OF STOCK. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate of stock duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, the corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
The corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and, accordingly, shall
not be bound to recognize any
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equitable or other claim to or interest in such share on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of the State of Maryland.
Section 3. LOST CERTIFICATE. The Board of Directors may direct a new
certificate to be issued in the place of any certificate theretofore issued by
the corporation alleged to have been stolen, lost or destroyed upon the making
of an affidavit of that fact by the person claiming the certificate of stock to
be stolen, lost or destroyed. When authorizing such issue of a new certificate,
the Board of Directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such stolen, lost or destroyed
certificate or his legal representative to advertise the same in such manner as
it shall require and/or to give bond, with sufficient surety, to the corporation
to indemnify it against any loss or claim which may arise by reason of the
issuance of a new certificate.
Section 4. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board of
Directors may fix, in advance, a date as the record date for the purpose of
determining stockholders entitled to notice of, or to vote at, any meeting of
stockholders, or stockholders entitled to receive payment of any dividend or the
allotment of any rights, or in order to make a determination of stockholders for
any other proper purpose. Such date, in any case, shall be not more than ninety
(90) days, and in case of a meeting of stockholders not less than ten (10) days,
prior to the date on which the meeting or particular action requiring such
determination of stockholders is to be held or taken.
In lieu of fixing a record date, the Board of Directors may provide that
the stock transfer books shall be closed for a stated period but not to exceed
twenty (20) days. If the stock transfer books are closed for the purpose of
determining stockholders entitled to notice of or to vote at a meeting of
stockholders, such books shall be closed for at least ten (10) days immediately
preceding such meeting.
If no record date is fixed and the stock transfer books are not closed for
the determination of stockholders, (a) the record date for the determination of
stockholders entitled to notice of, or to vote at, a meeting of stockholders
shall be at the close of business on the day on which the notice of meeting is
mailed or the 30th day before the meeting, whichever is the closer date to the
meeting; and (b) the record date for the determination of stockholders entitled
to receive payment of a dividend or an allotment of any rights shall be at the
close of business on the day on which the resolution of the Board of Directors,
declaring the dividend or allotment of rights, is adopted.
When a determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, except where the determination has been made
through the closing of the stock transfer books and the stated period of closing
has expired.
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ARTICLE VII
FISCAL YEAR
The Board of Directors shall have the power, from time to time, to fix the
fiscal year of the corporation by a duly adopted resolution.
ARTICLE VIII
DIVIDENDS
Section 1. DECLARATION. Dividends upon the capital stock of the
corporation, subject to the provisions, if any, of the charter of the
corporation, may be declared by the Board of Directors at any meeting, pursuant
to law. Dividends may be paid in cash, property or shares of the corporation,
subject to the provisions of law and of the charter.
Section 2. CONTINGENCIES. Before payment of any dividends, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the Board of Directors may from time to time, in its absolute
discretion, think proper as a reserve fund to meet contingencies, for equalizing
dividends, for repairing or maintaining any property of the corporation or for
such other purpose as the Board of Directors shall determine to be in the best
interest of the corporation, and the Board of Directors may modify or abolish
any such reserve in the manner in which it was created.
ARTICLE IX
SEAL
Section 1. SEAL. The corporate seal shall have inscribed thereon the name
of the corporation, the year of its organization and the words "Incorporated
Maryland". The Board of Directors may authorize one or more duplicate seals and
provide for the custody thereof.
Section 2. AFFIXING SEAL. Whenever the corporation is required to place its
corporate seal to a document, it shall be sufficient to meet the requirements of
law, rule or regulation relating to a corporate seal to place the word "(seal)"
adjacent to the signature of the authorized officer.
ARTICLE X
STOCK LEDGER
The corporation shall maintain at its principal office or at the office of
its counsel, accountants or transfer agent, an original or duplicate stock
ledger containing the names and addresses of all the stockholders and the number
of shares of each class held by each stockholder.
ARTICLE XI
INDEMNIFICATION
The Corporation shall indemnify its directors and officers to the full
extent permitted by the general corporate laws of the State of Maryland, now or
hereafter in force, including the advance of expenses under the procedures
provided by such laws.
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In addition to any indemnification permitted by these Bylaws, the Board of
Directors shall, in its sole discretion, have the power to grant such
indemnification as it deems in the interest of the corporation to the full
extent permitted by law.
The corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was serving the corporation or any other entity
at the request of the corporation, in any capacity, against any liability,
whether or not the corporation would have the power to indemnify him against
such liability.
This Article shall not limit the corporation's power to indemnify against
liabilities other than those arising from a person's serving the corporation as
an officer, director, employee or agent.
ARTICLE XII
WAIVER OF NOTICE
Whenever any notice is required to be given pursuant to the charter or
Bylaws of the corporation or pursuant to applicable law, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice. Neither the business to be transacted at nor the purpose of any
meeting need be set forth in the waiver of notice, unless specifically required
by statute. The attendance of any person at any meeting shall constitute a
waiver of notice of such meeting, except where such person attends a meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.
ARTICLE XIII
AMENDMENT OF BYLAWS
Section 1. BY DIRECTORS. The Board of Directors shall have the power, at
any annual or regular meeting, or at any special meeting if notice thereof be
included in the notice of such special meeting, to alter or repeal any Bylaws of
the corporation and to make new Bylaws, except that the Board of Directors shall
not alter or repeal this Section or any Bylaws made by the stockholders.
Section 2. BY STOCKHOLDERS. The Stockholders shall have the power, at any
annual meeting, or at any special meeting if notice thereof be included in the
notice of such special meeting, to alter or repeal any Bylaws of the corporation
and to make new Bylaws.