Exhibit 3.32
EXPERT OFFICE SERVICES, INC.
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AMENDED AND RESTATED
BYLAWS
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ARTICLE I
OFFICES
Section 1. The principal office shall be in the City of Beltsville,
State of Maryland.
Section 2. 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 or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Meetings of stockholders shall be held at the office of the
corporation in Beltsville, State of Maryland, or at any other place within the
United States as shall be designated from time to time by the board of directors
and stated in the notice of meeting or in a duly executed waiver of notice
thereof.
Section 2. Annual meetings of stockholders, commencing with the year
1999, shall be held during the month of June at 10:00 a.m., or at such other
date and time as shall be fixed by the Board of Directors and stated in the
notice of the meeting, at which they shall elect a board of directors and may
transact any business within the powers of the corporation. Any business of the
corporation may be transacted at the annual meeting without being specially
designated in the notice, except such business as is specifically required by
statute to be stated in the notice.
Section 3. At any time in the interval between annual meetings special
meetings of the stockholders may be called by the board of directors, or by the
president, a vice-president, the secretary, or an assistant secretary.
Section 4. Special meetings of stockholders shall be called by the
secretary upon the written request of the holders of shares entitled to not less
than twenty-five per cent of all the votes entitled to be cast at such meeting.
Such request shall state the purpose or purposes of such meeting and the matters
proposed to be acted on thereat. The
secretary shall inform such stockholders of the reasonably estimated cost of
preparing and mailing such notice of the meeting, and upon payment to the
corporation of such costs the secretary shall give notice stating the purpose or
purposes of the meeting to all stockholders entitled to notice at such meeting.
No special meeting need be called upon the request of the holders of shares
entitled to cast less than a majority of all votes entitled to be cast at such
meeting, to consider any matter which is substantially the same as a matter
voted upon at any special meeting of the stockholders held during the preceding
twelve months.
Section 5. Not less than ten nor more than ninety days before the date
of every stockholders' meeting, the secretary shall give to each stockholder
entitled to vote at such meeting, and to each stockholder not entitled to vote
who is entitled by statute to notice, 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. If
mailed, such notice shall be deemed to be given when deposited in the United
States mail addressed to the stockholder at his post-office address as it
appears on the records of the corporation, with postage thereon prepaid.
Section 6. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 7. At any meeting of stockholders the presence in person or by
proxy of stockholders entitled to cast a majority of the votes thereat shall
constitute a quorum; but this section shall not affect any requirement under the
statute or under the charter for the vote necessary for the adoption of any
measure. 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 notified.
Section 8. A majority of the votes cast at a meeting of stockholders,
duly called and at which a quorum is present, shall be sufficient to take or
authorize action upon any matter which may properly come before the meeting,
unless more than a majority of the votes cast is required by the statute or by
the charter.
Section 9. Unless the charter provides otherwise, each outstanding
share of stock having voting power shall be entitled to one vote on each matter
submitted to a vote at a meeting of stockholders; but no share shall be entitled
to vote if any installment
payable thereon is overdue and unpaid. 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. No proxy shall be valid
after eleven months from its date, unless otherwise provided in the proxy. At
all meetings of stockholders, unless the voting is conducted by inspectors, all
questions relating to the qualification of voters and the validity of proxies
and the acceptance or rejection of votes shall be decided by the chairman of the
meeting.
Section 10. Any action required or permitted to be taken at any meeting
of stockholders may be taken without a meeting, if a consent in writing, setting
forth such action, is signed by all the stockholders entitled to vote on the
subject matter thereof and any other stockholders entitled to notice of a
meeting of stockholders but not to vote thereat have waived in writing any
rights which they may have to dissent from such action, and such consent and
waiver are filed with the records of stockholders meetings.
ARTICLE III
DIRECTORS
Section 1. The number of directors of the corporation shall be three.
By vote of a majority of the entire board of directors, the number of directors
fixed by the charter or by these bylaws may be increased or decreased from time
to time not exceeding five nor less than one, but the tenure of office of a
director shall not be affected by any decrease in the number of directors so
made by the board. Until the first annual meeting of stockholders or until
successors are duly elected and qualify, the board shall consist of the persons
named as such in the charter. At the first annual meeting of stockholders and at
each annual meeting thereafter, the stockholders shall elect directors to hold
office until the next annual meeting or until their successors are elected and
qualify. Directors need not be stockholders in the corporation.
Section 2. Any vacancy occurring in the board of directors for any
cause other than by reason of an increase in the number of directors may be
filled by a majority of the remaining members of the board of directors,
although such majority is less than a quorum. Any vacancy occurring by reason of
an increase in the number of directors may be filled by action of a majority of
the entire board of directors. If the stockholders of any class or series are
entitled separately to elect one or more directors, a majority of the remaining
directors elected by that class or series or the sole remaining director elected
by that class or series may fill any vacancy among the number of directors
elected by that class or series. A director elected by the board of directors to
fill a vacancy shall be
elected to hold office until the next annual meeting of stockholders or until
his successor is elected and qualifies.
Section 3. The business and affairs of the corporation shall be managed
by its board of directors, which may exercise all of the powers of the
corporation, except such as are by law or by the charter or by these bylaws
conferred upon or reserved to the stockholders.
Section 4. At any meeting of stockholders, duly called and at which a
quorum is present, the stockholders may, by the affirmative vote of the holders
of a majority of the votes entitled to be cast thereon, remove any director or
directors from office and may elect a successor or successors to fill any
resulting vacancies for the unexpired terms of removed directors.
MEETINGS OF THE BOARD OF DIRECTORS
Section 5. Meetings of the board of directors, regular or special, may
be held at any place in or out of the State of Maryland as the board may from
time to time determine.
Section 6. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting, and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.
Section 7. 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 the board of directors.
Section 8. Special meetings of the board of directors may be called at
any time by the board of directors or the executive committee, if one be
constituted, by vote at a meeting, or by the president or by a majority of the
directors or a majority of the members of the executive committee in writing
with or without a meeting. Special meetings may be held at such place or places
within or without Maryland as may be
designated from time to time by the board of directors; in the absence of such
designation such meetings shall be held at such places as may be designated in
the call.
Section 9. Notice of the place and time of every special meeting of the
board of directors shall be served on each director or sent to him by telegraph
or by mail, or by leaving the same at his residence or usual place of business
at least 10 days before the date of the meeting. If mailed, such notice shall be
deemed to be given when deposited in the United States mail addressed to the
director at his post-office address as it appears on the records of the
corporation, with postage thereon prepaid.
Section 10. At all meetings of the board a majority of the entire board
of directors shall constitute a quorum for the transaction of business and the
action of a majority of the directors present at any meeting at which a quorum
is present shall be the action of the board of directors unless the concurrence
of a greater proportion is required for such action by statute, the articles of
incorporation or these bylaws. If a quorum shall not be present at any meeting
of directors, the directors present thereat may by a majority vote adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 11. 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 or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the board or committee.
COMMITTEES OF DIRECTORS
Section 12. The board of directors may appoint from among its members
an executive committee and other committees composed of two or more directors,
and may delegate to such committees, any of the powers of the board of directors
except the power to declare dividends or distributions on stock, recommend to
the stockholders any action which requires stockholder approval, amend the
bylaws, approve any merger or share exchange which does not require stockholder
approval or issue stock. However, if the board of directors has given general
authorization for the issuance of stock, a committee of the board, in accordance
with a general formula or method specified by the board of directors by
resolution or by adoption of a stock option plan, may fix the terms of stock
subject to classification or reclassification and the terms on which any stock
may be issued. In the absence of any member of any such committee, the members
thereof present at any meeting, whether or not they constitute a quorum, may
appoint a member of the board of directors to act in the place of such absent
members.
Section 13. The committees shall keep minutes of their proceedings and
shall report the same to the board of directors at the meeting next succeeding,
and any action by the committees shall be subject to revision and alteration by
the board of directors, provided that no rights of third persons shall be
affected by any such revision or alteration.
COMPENSATION OF DIRECTORS
Section 14. Directors, as such, shall not receive any stated salary for
their services but, by resolution of the board, a fixed sum, and expenses of
attendance if any, may be allowed to directors for attendance at each regular or
special meeting of the board of directors, or of any committee thereof, but
nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.
ARTICLE IV
NOTICES
Section 1. Notices to directors and stockholders shall be in writing
and delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. In the case of
stockholders' meetings the notice may be left at the stockholders residence or
usual place of business. Notice to directors may also be given by telegram.
Section 2. Whenever any notice of the time, place or purpose of any
meeting of stockholders, directors or committee is required to be given under
the provisions of the statute or under the provisions of the charter or these
bylaws, a waiver thereof in writing, signed by the person or persons entitled to
such notice and filed with the records of the meeting, whether before or after
the holding thereof, or actual attendance at the meeting of stockholders in
person or by proxy, or at the meeting of directors or committee in person, shall
be deemed equivalent to the giving of such notice to such persons.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be a president, a vice-president, a secretary and a
treasurer. The
president shall be selected from among the directors. The board of directors may
also choose additional vice-presidents, and one or more assistant secretaries
and assistant treasurers. Two or more offices, except those of president and
vice-president, may be held by the same person but no officer shall execute,
acknowledge or verify any instrument in more than one capacity, if such
instrument is required by law, the charter or these bylaws to be executed,
acknowledged or verified by two or more officers.
Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president from among the
directors, and shall choose one or more vice-presidents, a secretary and a
treasurer, none of whom need be a member of the board.
Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary, 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.
Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.
Section 5. The officers of the corporation shall serve for one year and
until their successors are chosen and qualify. 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, but such removal shall be without
prejudice to the contractual rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy shall be filled
by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the
corporation; he shall preside at all meetings of the stockholders and directors,
shall have general and active management of the business of the corporation, and
shall see that all orders and resolutions of the board are carried into effect.
Section 7. He shall execute in the corporate name all authorized deeds,
mortgages, bonds, contracts or other instruments requiring a seal, under the
seal of the corporation, except in cases in which the signing or execution
thereof shall be expressly delegated by the board of directors to some other
officer or agent of the corporation.
VICE-PRESIDENTS
Section 8. The vice-president, or if there shall be more than one, the
vice-presidents in the order determined by the board of directors, shall, in the
absence or disability of the president, perform the duties and exercise the
powers of the president, and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He 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 he shall be. He shall keep in safe custody
the seal of the corporation and, when authorized by the board of directors,
affix the same to any instrument requiring it and, when so affixed, it shall be
attested by his signature or by the signature of an assistant secretary.
Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors, shall,
in the absence or disability of the secretary, perform the duties and exercise
the powers of the secretary and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. 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.
Section 12. He 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 his transactions as treasurer and of the
financial condition of the corporation.
Section 13. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board for the faithful performance of the duties of his
office and for the restoration to the corporation, in case of his death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his possession or under his control
belonging to the corporation.
Section 14. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors,
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Each stockholder shall be entitled to a certificate or
certificates which shall represent and certify the number and kind and class of
shares owned by him in the corporation. Each certificate shall be signed by the
president or a vice-president and countersigned by the secretary or an assistant
secretary or the treasurer or an assistant treasurer and may be sealed with the
corporate seal.
Section 2. The signatures may be either manual or facsimile signatures
and the seal may be either facsimile or any other form of seal. In case any
officer who has signed any certificate ceases to be an officer of the
corporation before the certificate is issued, the certificate may nevertheless
be issued by the corporation with the same effect as if the officer had not
ceased to be such officer as of the date of its issue. Each stock certificate
shall include on its face the name of the corporation, the name of the
stockholder and the class of stock and number of shares represented by the
certificate. If the corporation has authority to issue stock of more than one
class, the stock certificate shall contain on its face or back a full statement
or summary of the designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption of the stock of each class which the
corporation is authorized to issue and if the corporation is authorized to issue
any preferred or special class in series, the differences in the relative rights
and preferences between the shares of each series to the extent they have been
set, and the authority of the
board of directors to set the relative rights and preferences of subsequent
series. A summary of such information included in a registration statement
permitted to become effective under the Federal Securities Act of 1933, as now
or hereafter amended, shall be an acceptable summary for the purposes of this
section. In lieu of such full statement or summary, there may be set forth upon
the face or back of the certificate a statement that the corporation will
furnish to any stockholder upon request and without charge, a full statement of
such information. Every stock certificate representing shares of stock which are
restricted as to transferability by the corporation shall contain a full
statement of the restriction or state that the corporation will furnish
information about the restriction to the stockholder on request and without
charge. A stock certificate may not be issued until the stock represented by it
is fully paid, except in the case of stock purchased under an option plan as
provided by Section 2-207 of the Corporations and Associations Article of
Annotated Code of Maryland.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been stolen, lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be stolen, lost or destroyed. When authorizing such
issue of a new certificate or certificates, the board of directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such stolen, lost or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and to give the corporation a bond, with sufficient surety, to the corporation
to indemnify it against any loss or claim which may arise by reason of the
issuance of a new certificate.
TRANSFERS OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
CLOSING OF TRANSFER BOOKS
Section 5. The board of directors may fix, in advance, a date as the
record date for the purpose of determining stockholders entitled to notice of,
or to vote at, any meeting of stockholders, or stockholders entitled to receive
payment of any dividend or the allotment of any rights, or in order to make a
determination of stockholders for any other proper purpose. Such date, in any
case, shall be not more than sixty days, and in case of a meeting of
stockholders not less than ten days, prior to the date on which the particular
action requiring such determination of stockholders is to be taken. In lieu of
fixing a record date, the board of directors may provide that the stock transfer
books shall be closed for a stated period but not to exceed, in any case, twenty
days. If the stock transfer books are closed for the purpose of determining
stockholders entitled to notice of or to vote at a meeting of stockholders, such
books shall be closed for at least ten days immediately preceding such meeting.
REGISTERED STOCKHOLDERS
Section 6. 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 the laws of
Maryland.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the articles of incorporation, if any, may be declared by
the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in its own shares, subject to the
provisions of the statute and of the articles of incorporation.
Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interests of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
ANNUAL STATEMENT
Section 3. The president or a vice-president or the treasurer 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 shall be filed within twenty days thereafter at the principal
office of the corporation in the State of Maryland.
CHECKS
Section 4. All checks, drafts, and orders for the payment of money,
notes and other evidences of indebtedness, issued in the name of the corporation
shall be signed by such officer or officers as the board of directors may from
time to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be the last
Saturday in April.
SEAL
Section 6. 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.
STOCK LEDGER
Section 7. The corporation shall maintain at its office in the City of
Washington, District of Columbia, an original stock ledger containing the names
and
addresses of all stockholders 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.
ARTICLE VIII
AMENDMENTS
Section 1. The board of directors shall have the power, at any regular
meeting or at any special meeting if notice thereof be included in the notice of
such special meeting, to alter or repeal any bylaws of the corporation and to
make new bylaws, except that the board of directors shall not alter or repeal
any bylaws made by the stockholders.
Section 2. The stockholders shall have the power, at any annual meeting
or at any special meeting if notice thereof be included in the notice of such
special meeting, to alter or repeal any bylaws of the corporation and to make
new bylaws.
I, THE UNDERSIGNED, being the Assistant Secretary of DO HEREBY CERTIFY
the foregoing to be the by-laws of said corporation, as adopted at a meeting of
the directors held on September 25, 1998.
By:
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Mark D. Director
Assistant Secretary