Exhibit 3.76
BY-LAWS
OF
WDBB, INC.
ARTICLE I
STOCKHOLDERS
1. Annual Meeting. The annual meeting of the stockholders of the
Corporation shall be held at such time during May of each year as the Board of
Directors shall, in their discretion, fix. The business to be transacted at the
annual meeting shall include the election of directors, consideration and action
upon the report of the President, and any other business within the power of the
Corporation.
2. Special Meeting. At any time in the intervals between annual
meetings, a special meeting of the stockholders may be called by the President
or by the majority vote of the Board of Directors.
3. Notice of Special Meeting. Not less than ten (10) days nor more than
ninety (90) days before the date of every stockholders meeting, the Secretary
shall give to each stockholder entitled to vote at such meeting written or
printed notice stating the time and place of the meeting and, in the case of a
special meeting, 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, No business shall be transacted at a special meeting
save that specially named in the notice.
4. Quorum. The presence in person or by proxy of the holders of record
of a majority of the shares of the capital stock of the Corporation issued and
outstanding and entitled to vote threat shall constitute a quorum at all
meetings of the Stockholders, except as otherwise provided by law, the Articles
of Incorporation, or by these By-Laws. If less than a quorum shall be in
attendance at the time for which the meeting shall have been called, the meeting
may be adjourned from time to time by a majority vote of the stockholders
present or represented without any notice other than by announcement at the
meeting until a quorum shall attend. At any adjourned meeting at which a quorum
shall attend, any business may be transacted which might have been transacted if
the meeting had been held as originally called.
5 Voting. Each share of common stock will be entitled to one vote.
6. Proxies. At all meetings of stockholders, 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
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Corporation before or at the time of the meeting. No proxy shall be valid after
eleven (11) months from the date of its execution, unless otherwise provided in
the proxy.
7. Place of Meeting. The Board of Directors may designate any place,
either within or without the State of Maryland, as the place of meeting for any
annual or special meeting of the stockholders, If no designation is made, the
place of the meeting shall be in Baltimore, Maryland.
8. Informal Action by Stockholders. Any action required or permitted to
be taken at a meeting of stockholders may be taken without a meeting if there is
filed with the records of stockholders meetings: (i) a written notice of the
contemplated action with verification that it has been sent to all stockholders
at their last known address, and (ii) a written consent which sets forth the
action and which is signed by the majority of stockholders entitled to vote.
ARTICLE II
DIRECTORS
1. General Powers. The property and business of the Corporation shall
be managed by the Board of Directors of the Corporation.
2. Number and Term of Office. The number of directors shall be three
(3) or such other number, but not less than three (3) nor more than twelve (12),
as may be designated from time to time by resolution of a majority of the entire
Board of Directors. Provided, however, that (a) if at any time there is no stock
outstanding, the Corporation may have less than three (3) but not less than one
(1) director; and (b) if there is stock outstanding and there are less than
three (3) stockholders, the number of directors may be less than three (3) but
not less than the number of stockholders. Directors need not be stockholders.
The directors shall be elected each year at the annual meeting of stockholders,
except as hereinafter provided, and each director shall serve until his
successor shall be elected and shall qualify.
3 Fillings of Vacancies. In the case of any vacancy in the Board of
Directors through death, resignation, disqualification, removal or other cause,
the remaining directors, by affirmative vote of the majority thereof, may elect
a successor to hold office for the unexpired portion of the term of a director
whose place shall be vacant, and until the election of his successor, or until
he shall be removed, prior thereto by an affirmative vote of the holders of a
majority of the stock.
Similarly and in the event of the number of directors being increased
as provided in these By-laws, the additional directors so provided for shall be
elected by the directors already in office, and shall hold office until the next
annual meeting of stockholders and thereafter until his or their successors
shall be elected.
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Any director may be removed from office with or without cause by the
affirmative vote of the holders of the majority of the stock issued and
outstanding and entitled to vote at any special meeting of stockholders
regularly called for the purpose.
4. Place of Meeting. The Board of Directors may hold their meetings and
have one or more offices, and keep the books of the Corporation, either within
or outside the State of Maryland, at such place or places as they may from time
to time determine by resolution or by written consent of all the directors. The
Board of Directors may hold their meetings by conference telephone or other
similar electronic communications equipment in accordance with the provisions of
Maryland corporate Law.
5. Regular Meetings. Regular meetings of the Board of Directors may be
held without notice at such time and place as shall from time to time be
determined by resolution of the Board, provided that notice of every resolution
of the Board fixing or changing the time or place for the holding of regular
meetings of the Board shall be mailed to each director at least three (3) days
before the first meeting held in pursuance thereof. The annual meeting of the
Board of Directors shall be held immediately following the annual stockholders'
meeting at which a Board of Directors is elected. Any business may be transacted
at any regular meeting of the Board.
6. Special Meetings Special meetings of the Board of Directors shall be
held whenever called by direction of the President or Vice-President and must be
called by the President or the Secretary upon written request of a majority of
the Board of Directors, by mailing the same at least two (2) days prior to the
meeting, or by personal delivery, facsimile transmission, telegraphing or
telephoning the same on the day before the meeting, to each director; but such
notice may be waived by any director. Unless otherwise indicated in the notice
thereof, any and all business may be transacted at any special meetings. At any
meeting at which every director shall be present, even though without notice,
any business may be transacted and any director may in writing waive notice of
the time, place and objects of any special meeting.
7. Quorum. A majority of the whole number of directors shall constitute
a quorum for the transaction of business at all meetings of the Board of
Directors, but, if at any meeting less than a quorum shall be present, a
majority of those present may adjourn the meeting from time to time, 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, except as may be otherwise
specifically provided by law or by the Corporations Articles of Incorporation or
by these By-laws.
8. Compensation of Directors. Directors shall not receive any stated
salary for their services as such, but each director shall be entitled to
receive from the Corporation reimbursement of the expenses incurred by him in
attending any regular or special meeting of the Board, and, by resolution of the
Board of Directors, a fixed sum may also be allowed for attendance at each
regular or special meeting of the Board and such reimbursement and compensation
shall be payable whether or not an adjournment be had because of the absence of
a
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quorum. Nothing herein contained shall be construed to preclude any director
from serving the Corporation in any other capacity and receiving compensation
therefor.
9. Committees. The Board of Directors may, by resolution passed by a
majority of the whole Board designate one or more committees, each committee to
consist of two or more of the directors of the Corporation, which, to the extent
provided in the resolution, shall have and may exercise the powers of the Board
of Directors, and may authorize the seal of the Corporation to be affixed to all
papers which may require it. Such committee or committees shall have such names
as may be determined from time to time by resolution adopted by the Board of
Directors.
10 Liability of Directors. A director shall perform his duties as a
director, including his duties as a member of any Committee of the Board upon
which he may serve, in good faith, in a manner he reasonably believes to be in
the best interests of the Corporation, and with such care as an ordinarily
prudent person in a like position would use under similar circumstances. In
performing his duties, a director shall be entitled to rely on information,
opinions, reports, or statements, including financial statements and other
financial data, in each case prepared or presented by:
(a) one or more officers or employees of the Corporation whom
the director reasonably believes to be reliable and competent in the matters
presented;
(b) counsel, certified public accountants, or other persons as
to matters which the director reasonably believes to be within such persons
professional or expert competence; or
(c) a Committee of the Board upon which he does not serve,
duly designate in accordance with a provision of the Articles of Incorporation
or the By-Laws, as to matters within its designated authority, which Committee
the director reasonably believes to merit confidence.
A director shall not be considered to be acting in good faith if he has
knowledge concerning the matter in question that would cause such reliance
described above to be unwarranted. A person who performs his duties in
compliance with this Section shall have no liability by reason of being or
having been a director of the Corporation.
ARTICLE III
OFFICERS
1. Number. The officers of the Corporation shall be President, Vice
President, Secretary, and Treasurer, and such additional other officers,
including a Chairman of the Board, as the Board of Directors, from time to time,
may elect. More than one or all of the offices may be held by the same person;
provided, however, that the same person shall not act as both
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President and Vice President. All officers shall serve until their successors
are chosen and qualified or until their earlier resignation, removal from
office, or death.
2. Election and Tenure. The officers of the Corporation shall be
elected by the Board of Directors at the first meeting of the Board of Directors
held after each annual meeting of the Stockholders or as soon after such first
meeting as may be convenient. Each officer shall hold office for such period
(not to exceed one year), as the Board of Directors may fix or until his
successor shall have been duly elected and shall have qualified. The Chairman of
the Board and President shall be directors.
3. Removal. Any officer or agent of the Corporation may be removed by
the Board of Directors whenever, in its judgment, the best interests of the
Corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.
4. Vacancies. A vacancy in any office may be filled by the Board of
Directors for the unexpired portion of the term.
5. Powers and Duties of the chairman of the Board. The chairman of the
Board shall preside at all meetings of the Board of Directors unless, in his
absence, the Board of Directors shall by majority vote of a quorum thereof elect
a Chairman other than the Chairman of the Board to preside at any special
meeting of the Board of Directors. The Chairman of the Board may sign and
execute all authorized bonds, contracts, or other obligations in the name of the
Corporation, and he shall be an ex officio member of all standing committees.
6. President. The President shall be the Chief Executive Officer of the
Corporation and subject to the control of the Board of Directors. He shall, in
general, supervise and administer the business and affairs of the Corporation.
In general, the President shall have all the powers and shall perform all duties
incident to the office of President as from time to time may be prescribed by
the Board of Directors. The President may delegate any and all of his/her powers
or responsibilities to his/her fellow officers.
7. Vice President. The Vice President shall have such powers and
perform such duties as may be assigned to them by the Board of Directors or the
President. In the absence or disability of the President, the Vice President
shall perform the duties and exercise the powers of the President. The Vice
President may sign and execute contracts and other obligations pertaining to the
regular course of his duties.
8. Secretary The Secretary shall in general, have all powers and
perform all duties incident to the office of Secretary as may from time to time
be prescribed by the Board of Directors.
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9. Treasurer. The Treasurer shall have general charge of the financial
affairs of the Corporation. He shall, in general, have all powers and perform
all duties incident to the office of Treasurer as may from time to time be
prescribed by the Board of Directors.
10 Other Officers. Such other officers as may be elected by the Board
of Directors shall have such powers and perform such duties as the Board may
from time to time prescribe.
11. 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.
12. Special Appointments. In the absence or incapacity of any officer,
or in the event of a vacancy in any office, the Board of Directors may designate
any person to fill any such office pro tempore or for any particular purpose.
ARTICLE IV
COMMITTEES
1. Committees. From time to time, the Board of Directors may appoint
from their own number any committee for any purpose which shall have such powers
as shall be specified in the resolution of appointment.
2. Rules of Procedure. A majority of the members of any committee may
fix its rules of procedure. All action by any committee shall be reported to the
Board of Directors at a meeting succeeding such action and shall be subject to
revision, alteration, and approval by the Board of Directors; provided, however,
that no rights or acts of third parties shall be affected by any such revision
or alteration.
ARTICLE V
ISSUE AND TRANSFER OF STOCK
1. Issue. Certificates representing shares of the Corporation shall be
in such form as shall be determined by the Board of Directors. Each certificate
shall be signed by the President or Vice President and countersigned by the
Secretary or Treasurer, and shall be sealed with the corporate seal. All
certificates surrendered to the Corporation for transfer shall be canceled, and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and canceled, except that in case
of lost, stolen, destroyed, or mutilated certificate, a new one may be issued
therefor upon such terms and indemnity to the Corporation as the Board of
Directors may prescribe.
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2. Transfer of Shares. Transfer of shares of the Corporation shall be
made only on its stock transfer books by the holder of record thereof or by his
attorney thereunto authorized by power of attorney duly executed and filed with
the Secretary of the Corporation and on surrender for cancellation of the
certificate for such shares. The person in whose name shares stand on the books
of the Corporation shall be deemed to be the owner thereof for all purposes.
3. Fixing Date f or Determination of Stockholders Rights. 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. Only stockholders of record on such date shall be
entitled to notice of and to vote at such meeting or to receive such dividends
or rights, as the case may be, and notwithstanding any transfer of any stock on
the books of the Corporation after such record date fixed as aforesaid.
4. Stock Ledger. The Corporation shall maintain a stock ledger which
contains the name and address of each stockholder and the number of shares of
stock of each class which the stockholder holds. The stock ledger may be in
written form or in any other form which can be converted within a reasonable
time into written form for visual inspection. The original or a duplicate of the
stock ledger shall be kept at the offices of a transfer agent for the particular
class of stock within or without the State of Maryland or, if none, at the
principal office or the principal executive offices of the Corporation in the
State of Maryland.
ARTICLE VI
FISCAL POLICIES
1. Receipt of Funds. All funds received as gifts, contributions, or
grants from individual or private or public corporations or governmental units
shall be accepted by a majority vote of the directors and shall be deposited in
appropriate banking accounts maintained by the Corporation.
2. Receipt of Revenues. All sums collected for sales and services by
the Corporation shall be deposited in appropriate banking accounts of the
Corporation.
3. Fiscal Year. The Board of Directors shall have the power to fix and
from time to time change the fiscal year of the Corporation.
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ARTICLE VII
SUNDRY PROVISIONS
1. Voting Upon Shares in Other Corporations. Stock of other
corporations or associations registered in the name of the Corporation may be
voted by the President or a proxy appointed by him. The Board of Directors,
however, may by resolution appoint some other person to vote such shares upon
the production of a certified copy of such resolution.
2. Execution of Documents. A person who holds more than one office in
the Corporation may act in more than one capacity to execute, acknowledge, or
verify an instrument required by law to be executed, acknowledged, or verified
by more than one officer, unless the Board of Directors expressly prohibits a
person holding more than one office to act in more than one capacity.
3. Amendments. The Board of Directors shall have the power to make,
amend, and repeal the By-Laws of the Corporation by vote of a majority of all
the directors at any regular or special meeting of the Board at which a quorum
is present.
END OF BY-LAWS
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