BYLAWS
OF
HDN, INC.
___________________
Article I.
1.00 The principal office of the Corporation is
located at 18 Augustine Cutoff, Wilmington, Delaware 19803.
The corporation may have other offices, within or without the
State of Delaware as the board of directors may designate or
as the business of the corporation may require.
1.01 The registered office of the corporation, and
the address thereof, may be changed by the board of directors.
Article II.
2.00 Annual Meeting. The annual meeting of the
shareholders will be held on the 15th day of January in each
year, beginning with the year 1997, or at any other day within
that month which is fixed by the board of directors, for the
purpose of electing directors and for transaction of any other
business that may come before the meeting. If the day fixed
for the annual meeting is a legal holiday in the State of
Delaware, the meeting shall be held on the next succeeding
business day. If the election of directors is not held on the
day designated for any annual meeting of the shareholders or
at any adjournment of the meeting, the board of directors
shall call for the election to be held at a special meeting of
the shareholders as soon thereafter as possible.
2.01 Special Meetings. Special meetings of
shareholders, for any purpose, may be called by the president
or by the board of directors.
2.02 Meeting place. The board of directors may
designate any place within or without the State of Delaware,
as the meeting place for any annual meeting or for any special
meeting called by the board of directors. A waiver of notice
signed by all shareholders entitled to vote at a meeting may
designate any place, within or without the State of Delaware,
as the place for the meeting described in the waiver. If no
designation is made, or if a special meeting is called in a
different manner than that described in this Section, the
place of the meeting shall be the principal office of the
corporation in the State of Delaware.
2.03 Notice of Meeting. Written notice stating the
place, day and hour of the meeting and, in case of a special
meeting, the purpose for which the meeting is called, shall be
delivered not less than ten nor more than fifty days before
the date of the meeting, either personally or by mail, to each
shareholder of record entitled to vote at the meeting. If
mailed, the notice shall be deemed to be delivered when
deposited in the United States mail, addrpears on the stock
transfer books of the corporation, with postage prepaid.
2.04 Quorum. At least fifty one (51%) percent of the
shareholders of record, represented in person or by proxy,
will constitute a quorum at a meeting of shareholders.
2.05 Proxies. At all meetings of shareholders, a
shareholder may vote in person or by proxy executed in writing
by the shareholder or by his or her authorized attorney-in-
fact. A proxy must be filed with the secretary of the
corporation before or at the time of the meeting. No proxy
will be valid after eleven months from the date of its
execution, unless the proxy provides otherwise.
2.06 Voting of Shares. Each outstanding share
entitled to vote shall be entitled to one vote upon each
matter submitted to shareholders.
2.07 Voting of Shares by Certain Holders. Shares in
the name of another corporation may be voted by the officer,
agent or proxy prescribed by that corporation's bylaws, or, in
the absence of a bylaw provision, as the board of directors of
that corporation determines.
2.08 Informal Action by Shareholders. Any action
required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting if a consent in
writing, setting forth the action to be taken, is signed by
all of the shareholders entitled to vote on the action.
Article III.
3.00 General Powers. The business and affairs of the
corporation will be managed by the board of directors.
Amendments to the bylaws shall be only upon the unanimous
consent of the board of directors.
3.01 Number, Tenure and Qualifications. The number
of directors of the corporation shall be Nine (9). Each
director shall hold office until the next annual meeting of
shareholders and until his or her successor has been elected
and qualified. Directors need not be residents of the State
of Delaware or shareholders of the corporation.
3.02 Regular Meetings. A regular meeting of the
board of directors will be held without any notice other than
this bylaw immediately after, and at the same place as, the
annual meeting of shareholders. The board of directors may
fix, by resolution, the time and place, either within or
without the State of Delaware, of additional regular meetings
without any notice other than the resolution.
3.03 Special Meetings. Special meetings of the board
of directors may be called by or at the request of the
president or any two directors. The person(s) authorized to
call special meetings of the board of directors may fix the
time and place, either within or without the State of
Delaware, of any special meeting of the board of directors
called by them.
3.04 Notice. Notice of any special meeting shall be
given at least seven days in advance in writing, delivered
personally or mailed to each director at his business,
address, or by telegram. If mailed, the notice shall be
deemed to be delivered when deposited in the United States
mail, addressed with postage prepaid. If notice is given by
telegram, the notice shall be deemed to be delivered when the
telegram is delivered to the telegraph company. Any director
may waive notice of any meeting.
3.05 The attendance of a director at a meeting shall
constitute a waiver of notice of that meeting, unless the
director attends for the express purpose of objecting to tng
is not lawfully called or convened.
3.06 Quorum. A majority of the number of directors
fixed by Section 3.01 of this Article III shall constitute a
quorum for the transaction of business at any meeting of the
board of directors. If less than a majority is present at a
meeting, a majority of the directors present may adjourn the
meeting without further notice.
3.07 Manner of Acting. The act of the majority of
directors present at a meeting at which a quorum is present
shall be the act of the board of directors.
3.08 Action Without a Meeting. Any action required
or permitted to be taken by the board of directors at a
meeting may be taken without a meeting if a consent in
writing, stating the action to be taken, is signed by all of
the directors.
3.09 Vacancies. Any vacancy in the board of
directors may be filled by the affirmative vote of a majority
of the remaining directors. A director elected to fill a
vacancy shall be elected for the unexpired term of his or her
predecessor in office. Any directorship to be filled by
reason of an increase in the number of directors may be filled
by election by the board of directors for a term of office
continuing the next election of directors by the shareholders.
3.10 Compensation. By resolution, the board of
directors may direct that each director be reimbursed for
expenses actually incurred in attending each meeting of the
board of directors. The board of directors, by resolution,
may also set an annual salary for each director, a stated sum
for attending a meeting of the board of directors, or both.
This payment shall not preclude any director from serving the
corporation in any other capacity and receiving compensation
for the service.
3.11 Presumption of Assent. A director of the
corporation who is present at a meeting of the board of
directors at which action on any corporate matter is taken
shall be presumed to have assented to the action taken,
unlappears in the meting, or unlessitten dissent to the action
with the person acting as the secretary of the meeting before
the adjournment, or forwards his dissent by registered mail to
the secretary of the corporation immediately after the
adjournment of the meeting. This right to dissent does not
apply to a director who voted in favor of the action.
Article IV.
4.00 Number. The officers of the corporation shall
be a president, one or more vice-presidents (the number to be
determined by the board of directors), a secretary, and a
treasurer, each of whom shall be elected by the board of
directors. Other officers and assistant officers may be
elected or appointed by the board of directors. Any two or
more offices may be held by the same person, except the
offices of president and secretary.
4.01 Election and Term of Office. The officers of
the corporation shall be elected annually by the board of
directors at the first meeting of the board of directors
following the annual meeting of the shareholders. If the
election of officers is not held at the meeting, the election
shall be held as soon as convenient. Each officer shall hold
office until his successor has been elected and has qualified
or until he dies, resigns or has been removed in the manner
provided in Section 4.02 of this Article IV.
4.02 Removal. Any officer or agent may be removed by
the board of directors whenever in its judgement the removal
will serve the best interests of the corporation.
4.03 Vacancies. A vacancy in any office for any
reason may be filled by the board of directors for the
unexpired portion of the term.
4.04 President. The president is the principal
executive officer of the corporation and, subject to the
control of the board of directors, will supervise and control
all of the business and affairs of the corporation. He will
preside at all the meetings of the shareholders. He may sign,
with the secretary or any other officer of the corporation
authorized by the board of directors, certificates for share
of the corporation as well as deeds, mortgages, bonds,
contracts, or other instruments which the board of directors
has authorized to be executed. The president may not sign
these documents where their signing and execution has been
expressly delegated by the board of directors or by these
bylaws to some other officer or agent of the corporation or
where the law of the State of Maryland requires the documents,
he will perform all duties incident to the office of president
and all other duties as may be prescribed by the board of
directors.
4.05 The Vice-President(s). In the president's
absence, death, or inability or refusal to act, the vice-
president (or in the event there is more than one vice-
president, the vice-president in the order designated at the
time of their election; or in the absence of any designation,
then in the order of their election) shall perform the duties
of the president. When the vice-president is acting as
president, he shall have all the powers of and be subject to
all the restrictions upon the president. Any vice-president
may sign, with the secretary, certificates for shares of the
corporation and perform any other duties that may be assigned
by the president or by the board of directors.
4.06 The Secretary. The secretary shall: (a) keep
the minutes of the proceedings of the shareholders and of the
board of directors in one or more books provided for that
purpose; (b) see that all notices are given in accordance with
the provisions of these bylaws or as required by law; (c) be
custodian of the corporate records and of the corporation's
seal and see that the corporation's seal is affixed to all
documents that must be executed under its seal; (d) keep a
register of the address of each shareholder which had been
given to the secretary by each shareholder; (e) sign with the
president, or a vice-president, certificates for shares of the
corporation; (f) have general charge of the stock transfer
books of the corporation; and (g) perform all duties incident
to the office of secretary and any other duties that may be
assigned by the president or by the board of directors.
4.07 The Treasurer. The treasurer shall: (a) have
charge and custody of all funds and securities of the
corporation; (b) receive and give receipts for moneys due and
payable to the corporation from any source and deposit all the
corporation's money in the name of the corporation in the
banks, trust companies or other depositories that are selected
in accordance with the provisions of these bylaws; and (c) in
general perform all of the duties incident to the office of
treasurer and any other duties that may be assigned by the
president or by the board of directors. If required by the
board of directors, the treasurer will give a bond for the
faithful discharge of his duties in a specified sum and with
the surety or sureties designated by the board of directors.
4.08 Assistant Secretaries and Assistant Treasurer.
The assistant secretaries, when authorized by the board of
directors, may sign with the president or a vice-president
certificates for share of the corporation whose issuance has
been authorized by a resolution of the board of directors.
The assistant treasurer shall, if required by the board of
directors, give bonds for the faithful discharge of their
duties in specified sums and with sureties designated by the
board of directors. In general, the assistant secretaries and
assistant treasurers will perform those duties that are
assigned to them by the secretary or the treasurer, or by the
president of the board of directors.
4.09 Salaries. The salaries of the officers will be
fixed by the board of directors. No officer shall be denied a
salary because he or she is also a director of the
corporation.
Article V.
5.00 Contracts. The board of directors may authorize
one or more officers or agents to enter into any contract or
execute and deliver any instrument on behalf of the
corporation. This authority may be general or confined to
specific instances.
5.01 Loans. No loans shall be contracted on behalf
of the corporation and no evidences of indebtedness shall be
issued in its name unless authorized by a resolution of the
board of directors.
5.02 Checks, Drafts, Etc. All checks, drafts or
other orders for the payment of money, notes or other
evidences of indebtedness issued in the corporation's name
shall be signed by the officer and/or agent of the corporation
in the manner authorized by resolution of the board of
directors.
5.03 Deposits. All funds of the corporation not
otherwise employed shall be deposited to the credit of the
corporation in banks, trust companies or other depositories
that the board of directors selects.
Article VI.
6.00 Certificates for Shares. Certificates
representing shares of the corporation shall be in the form
specified by the board of directors. The certificates shall
be signed by the president or a vice-president and by the
secretary or an assistant secretary and sealed with the
corporate seal or a facsimile. The officers' signatures upon
a certificate may be facsimiles if the certificate is manually
signed by the corporation's transfer agent or registrar. Each
certificate will be consecutively numbered or otherwise
identified. The name and address of each person to whom
certificates are issued, with the number of shares represented
by the certificate and date of issue, shall be entered on the
stock transfer books of the corporation. All certificates
surrendered to the corporation for transfer shall be canceled
and no new certificate will be issued until the former
certificate for a like number of shares has been surrendered
and canceled. In case of a lost, destroyed or mutilated
certificate, a replacement may be issued upon the terms and
indemnity to the corporation as the board of directors may
prescribe.
6.01 Transfer of Shares. Transfer of the
corporation's shares will be entered in the corporation's
stock transfer books only when authorized by the holder of
record or the holder's legal representative, who shall provide
proper evidence of his authority filed with the corporation's
secretary. No transfer of shares will be entered in the stock
transfer book unless the certificate representing the shares
has been surrendered for cancellation. The person or entity
in whose name shares are entered in the stock transfer ledger
shall be deemed to be the owner of the shares for all
purposes.
Article VII.
7.00 The fiscal year of the corporation shall begin
on the first day of January and end on the thirty-first day of
December in each year.
Article VIII.
8.00 The board of directors may declare and the
corporation may pay dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law and
the corporation's Articles of Incorporation.
Article IX.
9.00 Whenever any notice must be given to any
shareholder or director of the corporation under the
provisions of these bylaws or under the provisions of the
Article of Incorporation or under the law of the State of
Delaware, a waiver of notice signed by the person or persons
entitled to the notice, whether before or after the time set
out in the notice, is equivalent to the giving of notice.
Article X.
10.00 These bylaws may be altered, amended or repealed and
new bylaws may be adopted by the Board of Directors at any
regular or special meeting of the Board of Directors.