Exhibit 3.11
BYLAWS
of
JONES LANG LASALLE CO-INVESTMENT, INC.
A Maryland Corporation
Effective April 23, 1997
TABLE OF CONTENTS
Page
ARTICLE I - OFFICES ...........................................1
Section 1. Principal Office.......................................1
Section 2. Other Offices..........................................1
ARTICLE II - MEETINGS OF STOCKHOLDERS..............................1
Section 1. Place of Meetings......................................1
Section 2. Annual Meetings........................................1
Section 3. Special Meetings.......................................2
Section 4. Quorum.................................................2
Section 5. Voting.................................................3
Section 6. Record Date............................................3
Section 7. Informal Action........................................3
ARTICLE III - DIRECTORS............................................4
Section 1. Number and Election of Directors.......................4
Section 2. Vacancies..............................................4
Section 3. Duties and Powers......................................4
Section 4. Organization...........................................4
Section 5. Resignations and Removals of Directors.................5
Section 6. Meetings...............................................5
Section 7. Quorum.................................................5
Section 8. Actions of Board.......................................6
Section 9. Meetings by Means of Conference Telephone..............6
Section 10. Committees.............................................6
Section 11. Compensation...........................................7
Section 12. Interested Directors...................................7
ARTICLE IV - OFFICERS..............................................8
Section 1. General................................................8
Section 2. Election...............................................8
Section 3. Voting Securities Owned by the Corporation.............9
Section 4. Chairman of the Board of Directors.....................9
Section 5. President..............................................9
Section 6. Vice Presidents.......................................10
Section 7. Secretary.............................................10
Section 8. Treasurer.............................................11
Section 9. Assistant Secretaries.................................11
Section 10. Assistant Treasurers..................................12
Section 11. Other Officers........................................12
ARTICLE V - STOCK.................................................12
Section 1. Form of Certificates..................................12
Section 2. Signatures............................................13
Section 3. Lost, Destroyed, Stolen or Mutilated Certificates.....13
Section 4. Transfers.............................................13
Section 5. Beneficial Owners.....................................14
ARTICLE VI - NOTICES..............................................14
Section 1. Notices...............................................14
Section 2. Waivers of Notice.....................................14
ARTICLE VII - GENERAL PROVISIONS..................................14
Section 1. Dividends.............................................14
Section 2. Disbursements.........................................15
Section 3. Fiscal Year...........................................15
Section 4. Corporate Seal........................................15
ARTICLE VIII - INDEMNIFICATION....................................15
Section 1. Power to Indemnify in Actions, Suits
or Proceedings........................................15
Section 2. Authorization of Indemnification......................16
Section 3. Directors' Reliance On Reports........................17
Section 4. Indemnification by a Court............................17
Section 5. Expenses Payable in Advance...........................18
Section 6. Nonexclusivity of Indemnification and Advancement of
Expenses..............................................18
Section 7. Insurance.............................................18
Section 8. Certain Definitions...................................19
Section 9. Survival of Indemnification and Advancement of
Expenses..............................................19
Section 10. Limitation on Indemnification.........................19
Section 11. Indemnification of Employees and
Agents................................................20
ARTICLE IX - AMENDMENTS...........................................20
Section 1. Amendments............................................20
Section 2. Entire Board of Directors.............................20
BYLAWS
OF
JONES LANG LASALLE CO-INVESTMENT, INC.
(hereinafter called the "Corporation")
ARTICLE I
OFFICES
Section 1. Principal Office. The principal office of the
Corporation within the State of Maryland shall be in the City of Baltimore,
State of Maryland.
Section 2. Other Offices. The Corporation may also have offices
at such other places, both within and without the State of Maryland, as the
Board of Directors may from time to time determine.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meetings. Meetings of the stockholders for
the election of directors or for any other purpose shall be held at such
time and place, either within or without the State of Maryland, as shall be
designated from time to time by the Board of Directors and stated in the
notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual Meetings. The annual meetings of stockholders
shall be held on such date and at such time as shall be designated from
time to time by the Board of Directors and stated in the notice of the
meeting, at which meetings the stockholders shall elect directors, and
transact such other business as may properly be brought before the meeting.
Written notice of the annual meeting stating the place, date and hour of
the meeting shall be given to each stockholder entitled to vote at such
meeting and each other stockholder entitled to notice of such meeting not
less than ten nor more than ninety days before the date of the meeting.
Failure to hold an annual meeting does not invalidate the Corporation's
existence or affect any otherwise valid corporate acts.
Section 3. Special Meetings. Unless otherwise prescribed by law
or by the Charter, special meetings of stockholders, for any purpose or
purposes, may be called by either (i) the Chairman of the Board of
Directors, if there be one, (ii) the President, (iii) the Board of
Directors or (iv) the Secretary at the request in writing of stockholders
owning a majority of the capital stock of the Corporation issued and
outstanding and entitled to vote at the meeting, which request shall state
the purpose or purposes of the proposed meeting and the matters proposed to
be acted upon at such meeting. At a special meeting of the stockholders,
only such business shall be conducted as shall be specified in the notice
of meeting (or any supplement thereto). Written notice of a special
meeting stating the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called shall be given not less than ten
nor more than ninety days before the date of the meeting to each
stockholder entitled to vote at such meeting and each stockholder entitled
to notice of such meeting.
Section 4. Quorum. Except as otherwise required by law or by the
Charter, the holders of a majority of the capital stock issued and
outstanding and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the stockholders for
the transaction of business. A quorum, once established, shall not be
broken by the withdrawal of enough votes to leave less than a quorum. If,
however, such quorum shall not be present or represented at any meeting of
the stockholders, the stockholders entitled to vote thereat, present in
person or represented by proxy, shall have power to adjourn the meeting
from time to time, without notice other than announcement at the meeting,
until a quorum shall be present or represented. At such adjourned meeting
at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder entitled to
vote at the meeting not less than ten nor more than ninety days before the
date of the meeting.
Section 5. Voting. At all meetings of the stockholders at which a
quorum is present, except as otherwise required by law, the Charter or
these Bylaws, any question brought before any meeting of stockholders shall
be decided by the affirmative vote of the holders of a majority of the
total number of votes of the capital stock represented and entitled to vote
on such question, voting as a single class. Such votes may be cast in
person or by proxy but no proxy shall be voted on or after eleven months
from its date, unless such proxy provides for a longer period. The Board
of Directors, in its discretion, or the officer of the Corporation
presiding at a meeting of stockholders, in his or her discretion, may
require that any votes cast at such meeting shall be cast by written
ballot.
Section 6. Record Date. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, or entitled to receive payment
of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or
exchange of stock, or for the purpose of any other lawful action, the Board
of Directors may fix, in advance, a record date, which shall not be more
than ninety nor less than ten days before the date of such meeting nor more
than ninety days prior to such other action. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the
adjourned meeting.
Section 7. Informal Action. Any action required or permitted to
be taken at a meeting of the stockholders may be taken without a meeting if
there is filed with the records of stockholders meetings a 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 thereat.
ARTICLE III
DIRECTORS
Section 1. Number and Election of Directors. The Board of
Directors shall consist of not less than 3 nor more than 25 members, the
exact number of which shall be determined from time to time by resolution
adopted by the Board of Directors; provided, that 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. Initially, the Board of
Directors shall consist of 4 directors. Except as provided in Section 2 of
this Article III, directors shall be elected by the stockholders at the
annual meetings of stockholders, and each director so elected shall hold
office until such director's successor is duly elected and qualified, or
until such director's death, or until such director's earlier resignation
or removal. Directors need not be stockholders.
Section 2. Vacancies. Any vacancy on the Board of Directors that
results from an increase in the number of directors may be filled by a
majority of the entire Board of Directors, and any other vacancy occurring
on the Board of Directors may be filled by a majority of the Board of
Directors then in office, even if less than a quorum, or by a sole
remaining director.
Section 3. Duties and Powers. The business of the Corporation
shall be managed by the direction of the Board of Directors which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Charter or by these Bylaws required
to be exercised or done by the stockholders.
Section 4. Organization. At each meeting of the Board of
Directors, the Chairman of the Board of Directors, if there be one, or a
director chosen by a majority of the directors present, shall act as
Chairman. The Secretary of the Corporation shall act as Secretary at each
meeting of the Board of Directors. In case the Secretary shall be absent
from any meeting of the Board of Directors, an Assistant Secretary shall
perform the duties of Secretary at such meeting; and in the absence from
any such meeting of the Secretary and all the Assistant Secretaries, the
Chairman of the meeting may appoint any person to act as Secretary of the
meeting.
Section 5. Resignations and Removals of Directors. Any director
of the Corporation may resign at any time, by giving written notice to the
Chairman of the Board of Directors, if there be one, or the President or
the Secretary of the Corporation. Such resignation shall take effect at
the time therein specified or, if no time is specified, immediately; and,
unless otherwise specified in such notice, the acceptance of such
resignation shall not be necessary to make it effective. Except as
otherwise required by law, any director may be removed from office at any
time, by the affirmative vote of a majority of all votes entitled to vote
in the election of directors.
Section 6. Meetings. The Board of Directors of the Corporation
may hold meetings, both regular and special, either within or without the
State of Maryland. Regular meetings of the Board of Directors may be held
at such time and at such place as may from time to time be determined by
the Board of Directors. Special meetings of the Board of Directors may be
called by the Chairman of the Board of Directors, if there be one, or a
majority of the directors then in office. Notice of every regular or
special meeting of the Board stating the place, date and hour of the
meeting shall be given to each director either by mail not less than forty-
eight (48) hours before the date of the meeting, by telephone, facsimile or
telegram on twenty-four (24) hours' notice, or on such shorter notice as
the person or persons calling such meeting may deem necessary or
appropriate in the circumstances.
Section 7. Quorum. Except as may be otherwise required by law,
the Charter or these Bylaws, at all meetings of the Board of Directors, a
majority of the entire Board of Directors shall constitute a quorum for the
transaction of business and 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. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time
to time, without notice other than announcement at the meeting of the time
and place of the adjourned meeting, until a quorum shall be present.
Section 8. Actions of Board. Unless otherwise provided by the
Charter or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting, if all the members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing
or writings are filed with the minutes of proceedings of the Board of
Directors or committee.
Section 9. Meetings by Means of Conference Telephone. Unless
otherwise provided by the Charter or these Bylaws, members of the Board of
Directors of the Corporation, or any committee designated by the Board of
Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can
hear each other, and participation in a meeting pursuant to this Section 9
shall constitute presence in person at such meeting.
Section 10. Committees. The Board of Directors may, by resolution
passed by a majority of the entire Board of Directors, designate one or
more committees, each committee to consist of one or more of the directors
of the Corporation. The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of any such committee. In the
absence or disqualification of a member of a committee, and in the absence
of a designation by the Board of Directors of an alternate member to
replace the absent or disqualified member, 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 member of the
Board of Directors to act at the meeting in the place of any absent or
disqualified member. Any committee, to the extent permitted by law and
provided in the resolution establishing such committee, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, except the power
to declare dividends or distributions on stock, approve any merger or share
exchange which does not require stockholder approval, amend these Bylaws,
issue stock other than as permitted by statute or recommend to the
stockholders any action which requires stockholder approval. Each
committee shall keep regular minutes and report to the Board of Directors
when required.
Section 11. Compensation. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary, or such other emoluments as the Board of
Directors shall from time to time determine. No such payment shall
preclude any director from serving the Corporation in any other capacity
and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee
meetings.
Section 12. Interested Directors. 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 are directors or officers, or have a financial interest, shall be
void or voidable solely for this reason, or solely because the director or
officer is present at or participates in the meeting of the Board of
Directors or committee thereof which authorizes the contract or
transaction, or solely because such person's or their votes are counted for
such purpose if (i) (A) the material facts as to such person's or their
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 of Directors or committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the disinterested
directors, even though the disinterested directors be less than a quorum or
(B) the material facts as to such person's or their 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; and (ii) 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. Common or
interested directors may be counted in determining the presence of a quorum
at a meeting of the Board of Directors or of a committee which authorizes
the contract or transaction.
ARTICLE IV
OFFICERS
Section 1. General. The officers of the Corporation shall be
chosen by the Board of Directors and shall be a President, a Secretary and
a Treasurer. The Board of Directors may appoint two persons to share the
duties of the President, in which case their title shall each be Co-
President and each of them shall have, acting singly or jointly, the powers
and duties of the President set forth herein. The Board of Directors, in
its discretion, may also choose a Chairman of the Board of Directors (who
must be a director) and one or more Vice Presidents, Assistant Secretaries,
Assistant Treasurers and other officers. Any number of offices may be held
by the same person, unless otherwise prohibited by law, the Charter or
these By-Laws. The officers of the Corporation need not be stockholders of
the Corporation nor, except in the case of the Chairman of the Board of
Directors, need such officers be directors of the Corporation.
Section 2. Election. The Board of Directors at its first meeting
held after each Annual Meeting of Stockholders shall elect the officers of
the Corporation who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from
time to time by the Board of Directors; and all officers of the Corporation
shall hold office until their successors are chosen and qualified, or until
their earlier resignation or removal. Any officer elected by the Board of
Directors may be removed at any time by the affirmative vote of a majority
of the Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors. The salaries of all
officers of the Corporation shall be fixed by the Board of Directors.
Section 3. Voting Securities Owned by the Corporation. Powers of
attorney, proxies, waivers of notice of meeting, consents and other
instruments relating to securities owned by the Corporation may be executed
in the name of and on behalf of the Corporation by the President or any
Vice President and any such officer may, in the name of and on behalf of
the Corporation, take all such action as any such officer may deem
advisable to vote in person or by proxy at any meeting of security holders
of any corporation in which the Corporation may own securities and at any
such meeting shall possess and may exercise any and all rights and power
incident to the ownership of such securities and which, as the owner
thereof, the Corporation might have exercised and possessed if present.
The Board of Directors may, by resolution, from time to time confer like
powers upon any other person or persons.
Section 4. Chairman of the Board of Directors. The Chairman of
the Board of Directors, if there be one, shall preside at all meetings of
the stockholders and of the Board of Directors. The Chairman of the Board
of Directors shall be the Chief Executive Officer of the Corporation.
Except where by law the signature of the President is required, the
Chairman of the Board of Directors shall possess the same power as the
President to sign all contracts, certificates and other instruments of the
Corporation which may be authorized by the Board of Directors. During the
absence or disability of the President, the Chairman of the Board of
Directors shall exercise all the powers and discharge all the duties of the
President. The Chairman of the Board of Directors shall also perform such
other duties and may exercise such other powers as from time to time may be
assigned to him or her by these Bylaws or by the Board of Directors.
Section 5. President. The President shall, subject to the control
of the Board of Directors and, if there be one, the Chairman of the Board
of Directors, have general supervision of the business of the Corporation
and shall see that all orders and resolutions of the Board of Directors are
carried into effect. The President shall execute all bonds, mortgages,
contracts and other instruments of the Corporation requiring a seal, under
the seal of the Corporation, except where required or permitted by law to
be otherwise signed and executed and except that the other officers of the
Corporation may sign and execute documents when so authorized by these
Bylaws, the Board of Directors or the President. In the absence or
disability of the Chairman of the Board of Directors, or if there be none,
the President shall preside at all meetings of the stockholders and the
Board of Directors. The President shall also perform such other duties and
may exercise such other powers as from time to time may be assigned to him
or her by these Bylaws or by the Board of Directors. At the election of
the Board of Directors, the office of the President may be shared by up to
two people, with each becoming a "Co-President." Each Co-President shall
have the power and authority of the office of the President.
Section 6. Vice Presidents. At the request of the President or in
his or her absence or in the event of his or her inability or refusal to
act (and if there be no Chairman of the Board of Directors), the Vice
President or the Vice Presidents if there is more than one (in the order
designated by the Board of Directors) shall perform the duties of the
President, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the President. Each Vice President shall
perform such other duties and have such other powers as the Board of
Directors from time to time may prescribe. If there be no Chairman of the
Board of Directors and no Vice President, the Board of Directors shall
designate the officer of the Corporation who, in the absence of the
President or in the event of the inability or refusal of the President to
act, shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President.
Section 7. Secretary. The Secretary shall attend all meetings of
the Board of Directors and all meetings of stockholders and record all the
proceedings thereat in a book or books to be kept for that purpose; the
Secretary shall also perform like duties for the standing committees when
required. The Secretary shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the
Board of Directors or President, under whose supervision the Secretary
shall be. If the Secretary shall be unable or shall refuse to cause to be
given notice of all meetings of the stockholders and special meetings of
the Board of Directors, and if there be no Assistant Secretary, then either
the Board of Directors or the President may choose another officer to cause
such notice to be given. The Secretary shall have custody of the seal of
the Corporation and the Secretary or any Assistant Secretary, if there be
one, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by the signature of the Secretary
or by the signature of any such Assistant Secretary. The Board of
Directors may give general authority to any other officer to affix the seal
of the Corporation and to attest the affixing by his or her signature. The
Secretary shall see that all books, reports, statements, certificates and
other documents and records required by law to be kept or filed are
properly kept or filed, as the case may be.
Section 8. 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 the Board of
Directors, at its regular meetings, or when the Board of Directors so
requires, an account of all 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 the office of Treasurer and for
the restoration to the Corporation, in case of the Treasurer's death,
resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in the Treasurer's
possession or under control of the Treasurer belonging to the Corporation.
Section 9. Assistant Secretaries. Except as may be otherwise
provided in these Bylaws, Assistant Secretaries, if there be any, shall
perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the President, any Vice
President, if there be one, or the Secretary, and in the absence of the
Secretary or in the event of his or her disability or refusal to act, shall
perform the duties of the Secretary, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Secretary.
Section 10. Assistant Treasurers. Assistant Treasurers, if there
be any, shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors, the President, any Vice
President, if there be one, or the Treasurer, and in the absence of the
Treasurer or in the event of the Treasurer's disability or refusal to act,
shall perform the duties of the Treasurer, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the
Treasurer. If required by the Board of Directors, an Assistant 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 the office of Assistant Treasurer and
for the restoration to the Corporation, in case of the Assistant
Treasurer's death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind in the
Assistant Treasurer's possession or under control of the Assistant
Treasurer belonging to the Corporation.
Section 11. Other Officers. Such other officers as the Board of
Directors may choose shall perform such duties and have such powers as from
time to time may be assigned to them by the Board of Directors. The Board
of Directors may delegate to any officer of the Corporation the power to
choose officers and to prescribe their respective duties and powers.
ARTICLE V
STOCK
Section 1. Form of Certificates. Every holder of stock in the
Corporation shall be entitled to have a certificate signed, in the name of
the Corporation (i) by the Chairman of the Board of Directors, if there be
one, the President or a Vice President and (ii) by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation, certifying the number of shares owned by him in the
Corporation.
Section 2. Signatures. Any or all of the signatures on a
certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon
a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if such person were such officer,
transfer agent or registrar at the date of issue.
Section 3. Lost, Destroyed, Stolen or Mutilated Certificates. The
Board of Directors may direct a new certificate to be issued in place of
any certificate theretofore issued by the Corporation alleged to have been
lost, stolen or destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate of stock to be lost, stolen 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 lost, stolen or destroyed
certificate, or such person's legal representative, to advertise the same
in such manner as the Board of Directors shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any
claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.
Section 4. Transfers. Stock of the Corporation shall be
transferable in the manner prescribed by law and in these Bylaws.
Transfers of stock shall be made on the books of the Corporation only by
the person named in the certificate or by such person's attorney lawfully
constituted in writing and upon the surrender of the certificate therefor,
properly endorsed for transfer and payment of all necessary transfer taxes;
provided, however, that such surrender and endorsement or payment of taxes
shall not be required in any case in which the officers of the Corporation
shall determine to waive such requirement. Every certificate exchanged,
returned or surrendered to the Corporation shall be marked "Cancelled,"
with the date of cancellation, by the Secretary or Assistant Secretary of
the Corporation or the transfer agent thereof. No transfer of stock shall
be valid as against the Corporation for any purpose until it shall have
been entered in the stock records of the Corporation by an entry showing
from and to whom transferred.
Section 5. Beneficial Owners. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to
hold liable for calls and assessments a person registered on its books as
the owner of shares, and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof,
except as otherwise provided by law.
ARTICLE VI
NOTICES
Section 1. Notices. Whenever written notice is required by law,
the Charter or these Bylaws, to be given to any director, member of a
committee or stockholder, such notice may be given by mail, addressed to
such director, member of a committee or stockholder, at such person's
address as it appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time
when the same shall be deposited in the United States mail. Written notice
may also be given personally or by telegram, facsimile, telex or cable.
Section 2. Waivers of Notice. (a) Whenever any notice is required
by law, the Charter or these Bylaws, to be given to any director, member of
a committee or stockholder, a waiver thereof in writing, signed, by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent to notice.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Dividends. Subject to the requirements of the MGCL and
the provisions of the Charter, dividends upon the capital stock of the
Corporation may be declared by the Board of Directors at any regular or
special meeting of the Board of Directors, and may be paid in cash, in
property, or in shares of the Corporation's capital stock.
Section 2. Disbursements. All checks or demands for money and
notes of the Corporation shall be signed by such officer or officers or
such other person or persons as the Board of Directors may from time to
time designate.
Section 3. Fiscal Year. The fiscal year of the Corporation shall
be fixed by resolution of the Board of Directors.
Section 4. Corporate Seal. The corporate seal shall have
inscribed thereon the name of the Corporation, the year of its organization
and the words "Corporate Seal, Maryland." The seal may be used by causing
it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.
ARTICLE VIII
INDEMNIFICATION
Section 1. Power to Indemnify in Actions, Suits or Proceedings.
Subject to Section 2 of this Article VIII, the Corporation shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (collectively, a "Proceeding") by
reason of the fact that such person is or was a director or officer of the
Corporation, or is or was a director or officer of the Corporation serving
at the request of the Corporation as a director, officer, partner, trustee,
employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against expenses
(including attorneys' fees), judgments, penalties, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection
with such Proceeding unless it is established that: (i) the act or omission
of such person was material to the matter giving rise to the Proceeding and
(A) was committed in bad faith or (B) was the result of active and
deliberate dishonesty; (ii) such person actually received an improper
personal benefit in money, property or services; or (iii) in the case of
any criminal proceeding, such person had reasonable cause to believe that
the act or omission was unlawful ((i), (ii) and (iii) collectively,
"Improper Conduct"). The termination of any Proceeding by judgment, order
or settlement shall not, of itself, create a presumption that such person
committed Improper Conduct. The termination of any Proceeding by
conviction or upon a plea of nolo contendere or its equivalent, or an entry
of an order of probation prior to judgment, shall create a rebuttable
presumption that such person committed Improper Conduct.
Section 2. Authorization of Indemnification. Any indemnification
under this Article VIII (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination
that indemnification of the director or officer is proper in the
circumstances because such did not commit Improper Conduct. Such
determination shall be made (i) by a majority vote of a quorum consisting
of directors who are not parties to such Proceeding or, if a quorum cannot
be obtained, then by a majority vote of a committee of the Board of
Directors consisting solely of two or more directors who are not parties to
such Proceeding and who were duly designated to act in the matter by a
majority vote of the full Board in which the designated directors who are
parties to such Proceeding may participate, (ii) by written opinion of
special legal counsel selected by the Board of Directors or a committee of
the Board as set forth in (i) of this Section 2 or, if the requisite quorum
of the full Board cannot be obtained therefor and the committee cannot be
established, by a majority vote of the full Board of Directors in which
directors who are parties to such proceedings may participate or (iii) by
the stockholders. To the extent, however, that a director or officer of
the Corporation has been successful on the merits or otherwise in defense
of any Proceeding described above, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by such person
in connection therewith, without the necessity of authorization in the
specific case.
Section 3. Directors' Reliance On Reports. For purposes of any
determination under Section 2 of this Article VIII, a director shall be
deemed not to have committed Improper Conduct if (i) in performing his or
her duties, such director relied on any information, opinion, report or
statement, including any financial statement or other financial data,
prepared or presented by (A) an officer or employee of the Corporation whom
such director reasonably believed to be reliable and competent on the
matters presented, (B) a lawyer, public accountant or other person, as to a
matter which such director reasonably believed to be within the person's
professional or expert competence or (C) a committee of the Board of
Directors on which such director did not serve, as to a matter within its
delegated authority, if such director reasonably believed the committee to
merit confidence; and (ii) such director did not have any knowledge
concerning the matter in question which would cause such reliance to be
unwarranted. The provisions of this Section 3 shall not be deemed to be
exclusive or to limit in any way the circumstances in which a director may
be deemed to not have committed Improper Conduct.
Section 4. Indemnification by a Court. Notwithstanding any
contrary determination in the specific case under Section 2 of this Article
VIII, and notwithstanding the absence of any determination thereunder, a
court of appropriate jurisdiction, upon application of an officer or
director and such notice as the court shall require, may order
indemnification in the following circumstances: (i) if it determines an
officer or director has not committed Improper Conduct, the court shall
order indemnification, in which case the officer or director shall be
entitled to recover the expenses of securing such reimbursement; or (ii) if
it determines that the officer or director is fairly and reasonably
entitled to indemnification, whether or not the officer or director has
committed Improper Conduct or, in a Proceeding charging improper personal
benefit to the officer or director, such officer or director has been
adjudged to be liable on the basis that the personal benefit was improperly
received, the court may order such indemnification as the court shall deem
proper, provided, however, that such indemnification shall be limited to
expenses with respect to (x) any Proceeding by or in the right of the
Corporation or (y) any Proceeding charging improper personal benefit to the
officer or director, where such officer or director has been adjudged to be
liable on the basis that the personal benefit was improperly received.
Section 5. Expenses Payable in Advance. Expenses incurred by a
director or officer in defending or investigating a threatened or pending
action, suit or proceeding shall be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding upon receipt of
(i) a written affirmation by the director of the director's good faith
belief that the standard of conduct necessary for indemnification by the
Corporation has been met and (ii) a written undertaking by or on behalf of
such director or officer to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by the
Corporation as authorized in this Article VIII.
Section 6. Nonexclusivity of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided by or
granted pursuant to this Article VIII shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of
expenses may be entitled under the Charter or any Bylaw, agreement,
contract, vote of stockholders or directors, an agreement or otherwise,
both as to action in such person's official capacity and as to action in
another capacity while holding such office, it being the policy of the
Corporation that indemnification of the persons specified in Section 1 of
this Article VIII shall be made to the fullest extent permitted by law.
The provisions of this Article VIII shall not be deemed to preclude the
indemnification of any person who is not specified in Section 1 of this
Article VIII but whom the Corporation has the power or obligation to
indemnify under the provisions of the MGCL, or otherwise.
Section 7. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director or officer of
the Corporation, or is or was a director or officer of the Corporation
serving at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise 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 or the obligation to indemnify
such person against such liability under the provisions of this Article
VIII.
Section 8. Certain Definitions. For purposes of this Article
VIII, references to "the Corporation" shall include, in addition to the
resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority
to indemnify its directors or officers, so that any person who is or was a
director or officer of such constituent corporation, or is or was a
director or officer of such constituent corporation serving at the request
of such constituent corporation as a director, officer, partner, trustee,
employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, shall stand in the same
position under the provisions of this Article VIII with respect to the
resulting or surviving corporation as such person would have with respect
to such constituent corporation if its separate existence had continued.
For purposes of this Article VIII, references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan;
and references to "serving at the request of the Corporation" shall include
any service as a director, officer, partner, trustee, employee or agent of
the Corporation which imposes duties on, or involves services by, such
director or officer with respect to an employee benefit plan, its
participants or beneficiaries.
Section 9. Survival of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article VIII shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
director or officer and shall inure to the benefit of the heirs, executors
and administrators of such a person.
Section 10. Limitation on Indemnification. Notwithstanding
anything contained in this Article VIII to the contrary, except for
proceedings to enforce rights to indemnification (which shall be governed
by Section 4 hereof), the Corporation shall not be obligated to indemnify
any director or officer (or his or her heirs, executors or personal or
legal representatives) or advance expenses in connection with a proceeding
(or part thereof) initiated by such person unless such proceeding (or part
thereof) was authorized or consented to by the Board of Directors of the
Corporation.
Section 11. Indemnification of Employees and Agents. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, provide rights to indemnification and to the advancement of
expenses to employees and agents of the Corporation similar to those
conferred in this Article VIII to directors and officers of the
Corporation.
ARTICLE IX
AMENDMENTS
Section 1. Amendments. Any and all provisions of these Bylaws may
be altered or repealed and new bylaws may be adopted at any annual meeting
of the stockholders, or at any special meeting called for that purpose, and
the Board of Directors shall have the power, at any regular or special
meeting thereof, to make and adopt new bylaws, or to amend, alter or repeal
any of these Bylaws of the Corporation.
Section 2. Entire Board of Directors. As used in this Article IX
and in these Bylaws generally, the term "entire Board of Directors" means
the total number of directors which the Corporation would have if there
were no vacancies.