Exhibit 3.30
AMENDED AND RESTATED BYLAWS
OF
[Company]
(a Maryland corporation)
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ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Certificates representing
shares of stock shall set forth thereon the statements prescribed by
Sections 2-207 and 2-211 of the Maryland General Corporation Law and by any
other applicable provision of law and shall be signed by the President or
the Chairman of the Board, if any, 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 or a facsimile of it or
in any other form. The signatures of any such officers may be either manual
or facsimile signatures. In case any such officer who has signed manually
or by facsimile any such certificate ceases to be such officer before the
certificate is issued, it may nevertheless be issued by the corporation
with the same effect as if the officer had not ceased to be such officer as
of the date of its issue.
No certificate representing shares of stock shall be issued for
any share of stock until such share is fully paid, except as otherwise
authorized by the provisions of Section 2-210 of the Maryland General
Corporation Law.
The corporation may issue a new certificate of stock in place of
any certificate theretofore issued by it, alleged to have been lost,
stolen, or destroyed, and the Board of Directors may, in its discretion,
require the owner of any such certificate to give bond, with sufficient
surety, to the corporation to indemnify it against any loss or claim that
may arise by reason of the issuance of a new certificate.
Upon compliance with the provisions of Section 2-514 of the
Maryland General Corporation Law, the Board of Directors of the corporation
may adopt by resolution a procedure by which a stockholder of the
corporation may certify in writing to the corporation that any shares
registered in the name of the stockholder are held for the account of a
specified person other than the stockholder.
2. SHARE TRANSFERS. Upon compliance with provisions restricting
the transferability of shares of stock, if any, transfers of shares of
stock of the corporation shall be made only on the stock transfer books of
the corporation by the record holder thereof, or by the holder's attorney
thereunto authorized by power of attorney duly executed and filed with the
Secretary of the corporation or with a transfer agent or a registrar, if
any, and on surrender of the certificate or certificates for such shares of
stock properly endorsed and the payment of all taxes due thereon, if any.
3. RECORD DATE FOR STOCKHOLDERS. The Board of Directors may set a
record date or direct that the stock transfer books be closed for a stated
period for the purpose of making any proper determination with respect to
stockholders, including which stockholders are entitled to notice of a
meeting, to vote at a meeting, to receive a dividend, or to be allotted
other rights; provided, that, except as may be otherwise provided herein,
any such record date shall be not more than ninety days before the date on
which the action requiring the determination will be taken, that any such
closing of the transfer books may not be for a period longer than twenty
days, and that, in the case of a meeting of stockholders, any such record
date or any such closing of the transfer books shall be at least ten days
before the date of the meeting. If a record date is not set, and, if the
stock transfer books are not closed, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders
shall be the later of either the close of business on the day on which
notice of the meeting is mailed or the thirtieth day before the meeting,
and the record date for determining stockholders entitled to receive
payment of a dividend or an allotment of any rights shall be 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, but any such
payment of a dividend or allotment of rights shall not be made more than
sixty days after the date on which the resolution is adopted; and a meeting
of stockholders convened on the date for which it was called may be
adjourned from time to time without further notice to a date not more than
one hundred and twenty days after the original record date.
4. STOCKHOLDER MEETINGS.
- TIME. The annual meeting of stockholders shall be held on the
date fixed, from time to time, by the directors, within the thirty-one day
period commencing with the 1st day of January for the election of directors
and the transaction of any business within the powers of the corporation. A
special meeting shall be held on the date fixed by the directors.
- PLACE. Annual meetings and special meetings shall be held at
such place, either within the State of Maryland or at such other place
within the United States, as the directors may, from time to time, set.
Whenever the directors shall fail to set such place, or, whenever
stockholders entitled to call a special meeting shall call the same, and a
place of meeting is not set, the meeting shall be held at the principal
office of the corporation in the State of Maryland.
- CALL. Annual meetings may be called by the directors or the
President or by any officer instructed by the directors or the President to
call the meeting. Except as may be otherwise provided by the provisions of
the Maryland General Corporation Law, special meetings may be called in
like manner and shall be called by the Secretary whenever the holders of
shares entitled to at least twenty-five per cent of all the votes entitled
to be cast at such meeting shall make a duly authorized request that such
meeting be called.
- NOTICE. Written notice of all meetings shall be given, stating
the place, date, and hour of the meeting not less than ten and no more than
ninety days before the date of the meeting.
- STATEMENT OF AFFAIRS. The President of the corporation, or, if
the Board of Directors shall determine otherwise, some other executive
officer thereof, 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 financial statement of operations for the preceding fiscal
year, which shall be submitted at the Annual Meeting and placed on file
within twenty days thereafter at the principal office of the corporation in
the State of Maryland.
- CONDUCT OF MEETINGS. Meetings of the stockholders shall be
presided over by one of the following officers in the order of seniority
and if present and acting - the Chairman of the Board, if any, the
Vice-Chairman of the Board, if any, the President, a Vice-President, or, if
none of the foregoing is in office and present and acting, by a chairman to
be chosen by the stockholders. The Secretary of the corporation, or in the
Secretary's absence, an Assistant Secretary, shall act as secretary of
every meeting, but if neither the Secretary nor an Assistant Secretary is
present the Chairman of the meeting shall appoint a secretary of the
meeting.
- QUORUM. Except as may otherwise be required by the provisions of
the Maryland General Corporation Law, the Articles of Incorporation, or
these Bylaws, the presence in person or by proxy at a meeting of the
stockholders entitled to cast at least a majority of the votes entitled to
be cast at the meeting shall constitute a quorum.
- VOTING. Each share of stock shall entitle the holder thereof to
one vote. Except as may otherwise be provided in the provisions of the
Maryland General Corporation Law, the Articles of Incorporation or these
Bylaws, a majority of all the votes cast at a meeting of stockholders at
which a quorum is present shall be sufficient to approve any matter which
may properly come before the meeting. A plurality of all the votes cast at
a meeting of stockholders at which a quorum is present is sufficient to
elect a director.
5. INFORMAL ACTION. Any action required or permitted to be taken
at any meeting of stockholders may be taken without a meeting if the
following are filed with the records of the meeting: an unanimous written
consent which sets forth the action and is signed by each stockholder
entitled to vote on the matter, and, as applicable, a written waiver of any
right to dissent signed by each stockholder entitled to notice of the
meeting but not entitled to vote at it.
ARTICLE II
BOARD OF DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and the affairs of the
corporation shall be managed by or under the direction of its Board of
Directors. All powers of the corporation may be exercised by or under
authority of said Board of Directors.
2. QUALIFICATIONS AND NUMBER. Each director shall be a natural
person of full age. A director need not be a stockholder, a citizen of the
United States, or a resident of the State of Maryland. The Board of
Directors shall consist of at least three, except that when the number of
stockholders is fewer than three, the number of directors may be the same
as the number of said stockholders. Such number may be fixed from time to
time by action of the stockholders or of a majority of the entire Board of
Directors or, if the number is not so set, the number shall be two. The
number of directors may be increased or decreased by an amendment to these
Bylaws, provided, however, that the tenure of office of a director shall
not be affected by any decrease in the number of directors.
3. ELECTION AND TERM. Except as may otherwise be provided by law,
directors who are elected at an annual meeting of stockholders, and
directors who are elected in the interim to fill vacancies and newly
created directorships, shall hold office until the next annual meeting of
stockholders and until their successors have been elected and qualified. In
the interim between annual meetings of stockholders or of special meetings
of stockholders called for the election of directors, newly created
directorships and any vacancies in the Board of Directors, including
vacancies resulting from the removal of directors by the stockholders which
have not been filled by said stockholders, may be filled by the Board of
Directors. Newly created directorships filled by the Board of Directors
shall be by action of a majority of the entire Board of Directors. All
other vacancies to be filled by the Board of Directors may be filled by a
majority of the remaining members of the Board of Directors, whether or not
sufficient to constitute a quorum.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the Board shall
set.
- PLACE. Meetings shall be held at such place within or without
the State of Maryland as shall be set by the Board.
- CALL. No call shall be required for regular meetings for which
the time and place have been fixed. Special meetings may be called by or at
the direction of the Chairman of the Board, if any, of the President, or of
a majority of the directors in office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be
required for regular meetings for which the time and place have been fixed.
Written, oral, or any other mode of notice of the time and place shall be
given for special meetings in sufficient time for the convenient assembly
of the directors thereat. The notice of any meeting need not specify the
business to be transacted or the purpose of the meeting. Whenever any
notice of the time, place, or purpose of any meeting of directors or any
committee thereof is required to be given under the provisions of the
Maryland General Corporation Law or of these Bylaws, a waiver thereof in
writing, signed by the director or committee member entitled to such notice
and filed with the records of the meeting, whether before or after the
meeting, or presence at the meeting, shall be deemed equivalent to the
giving of such notice to such director or such committee member.
- QUORUM AND ACTION. A majority of the entire Board of Directors
shall constitute a quorum except when a vacancy or vacancies prevents such
majority, whereupon a majority of the directors in office shall constitute
a quorum, provided such majority shall constitute at least one-third of the
entire Board and, in no event, less than two directors provided, that
whenever the entire Board of Directors consists of one director, that one
director shall constitute a quorum. Except as in the Articles of
Incorporation and herein otherwise provided and, except as in provisions of
the Maryland General Corporation Law otherwise provided, the action of the
directors present at a meeting at which a quorum is present shall be the
action of the Board of Directors. Members of the Board of Directors or of a
committee thereof may participate in a meeting by means of a conference
telephone or similar communications equipment if all persons participating
in the meeting can hear each other at the same time; and participation by
such means shall constitute presence in person at a meeting.
5. REMOVAL OF DIRECTORS. Any or all of the directors may be
removed, with or without cause, pursuant to the provisions of Section 2-406
of the Maryland General Corporation Law.
6. INFORMAL ACTION. 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 a written consent to such action is signed by
all members of the Board of Directors or any such committee, as the case
may be, and such written consent is filed with the minutes of proceedings
of the Board or any such committee.
ARTICLE III
OFFICERS
The corporation shall have a President, a Secretary, and a
Treasurer, and may have a Chairman of the Board, a Vice-Chairman of the
Board and one or more Vice-Presidents, who shall be elected by the Board of
Directors, and may also have such other officers, assistant officers, and
agents as the Board of Directors shall authorize from time to time, each of
whom shall be elected or appointed in the manner prescribed by the Board of
Directors. Any two or more offices, except those of President and
Vice-President, may be held by the same person, but no person shall
execute, acknowledge or verify any instrument in more than one capacity, if
such instrument is required by law to be executed, acknowledged or verified
by more than one officer. Unless otherwise provided in the resolution of
election or appointment, each officer shall hold office until the meeting
of the Board of Directors following the next annual meeting of stockholders
and until the officer's successor has been elected or appointed and
qualified.
The officers and agents of the corporation shall have the
authority and perform the duties in the management of the corporation as
determined by the resolution electing or appointing them.
Any officer or agent may be removed by the Board of Directors
whenever, in its judgment, the best interests of the corporation will be
served thereby.
ARTICLE IV
PRINCIPAL OFFICE - STOCK LEDGER
The corporation shall maintain, at its principal office in the
State of Maryland or at a business office or an agency of the corporation
an original or duplicate stock ledger containing the name and address of
each stockholder and the number of shares of each class held by each
stockholder. Such stock ledger may be in written form or any other form
capable of being converted into written form within a reasonable time for
visual inspection.
The corporation shall keep at its principal office in the State of
Maryland the original or a certified copy of the Bylaws, including all
amendments thereto, and shall duly file thereat the annual statement of
affairs of the corporation.
ARTICLE V
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name of the
corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
ARTICLE VII
CONTROL OVER BYLAWS
The power to adopt, alter, amend, and repeal the Bylaws is vested
in the Board of Directors of the corporation.