ARTICLES OF INCORPORATION
OF
MONARCH SERVICES, INC.
ARTICLE I
INCORPORATOR
The undersigned, Michael W. Conron, whose post office address is
2 Hopkins Plaza, Suite 1800, Baltimore, Maryland 21201, being over eighteen
years of age and acting as incorporator, hereby forms a corporation under the
Maryland General Corporation Law.
ARTICLE II
NAME
The name of the corporation (which is hereinafter called the
"Corporation") is Monarch Services, Inc.
ARTICLE III
PURPOSES FOR WHICH CORPORATION FORMED
The purpose for which the Corporation is formed is to engage in any
lawful act or activity for which corporations may be organized under the
Maryland General Corporation Law (the "MGCL").
ARTICLE IV
RESIDENT AGENT AND PRINCIPAL OFFICE
The post office address of the principal office of the Corporation in
this State is 11 East Chase Street, Suite 9-E, Baltimore, Maryland 21202. The
resident agent of the Corporation in this State is CSC-Lawyers Incorporating
Service Company, whose post office address is 11 East Chase Street, Suite 9-E,
Baltimore, Maryland 21202. Said resident agent is a Maryland corporation.
ARTICLE V
AUTHORIZED STOCK
The total number of shares of stock of all classes which the
Corporation has authority to issue is Ten Million (10,000,000) shares, of the
par value of $0.001 each, all of which shares are of one class and are
designated Common Stock. The aggregate par value of all shares of stock of the
Corporation is $10,000.
ARTICLE VI
BOARD OF DIRECTORS
Section 1. Number of Directors.
The Corporation shall have five (5) directors, which number may be
increased or decreased pursuant to the Bylaws, but the number of directors shall
not be less than the lesser of three (3) or the number of stockholders.
Section 2. Initial Directors.
Jackson Y. Dott, Helen Delich Bentley, David Gonono, A. Eric Dott and
Kenneth C. Holt shall act as the initial directors of the Corporation until the
first annual meeting and until their successors are duly chosen and qualified.
Section 3. Board Authorization of Stock Issuance.
The Board of Directors of the Corporation is hereby empowered to
authorize the issuance from time to time of shares of its stock of any class,
whether now or hereafter authorized, and securities convertible into shares of
its stock, of any class or classes, whether now or hereafter authorized, for
such consideration as the Board of Directors may deem advisable.
Section 4. Classification of Stock.
The Board of Directors shall have the power to classify or reclassify
any unissued stock, whether now or hereafter authorized, by setting or changing
the preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications, or terms or conditions of
redemption of such stock.
Section 5 Board Authorization to Increase or Decrease Authorized Stock.
The Board of Directors, with the approval of a majority of the entire
Board of Directors, and without action by the stockholders of the Corporation,
shall have the power to amend the charter of the Corporation to increase or
decrease the aggregate number of shares of stock of the Corporation or the
number of shares of stock of any class that the Corporation has authority to
issue.
Section 6. Conflict of Interest.
No contract or other transaction between this Corporation and any
other corporation, partnership, individual or other entity and no act of this
Corporation shall in any way be affected or invalidated by the fact that any of
the directors of this Corporation are directors, principals, partners or
officers of such other entity, or are pecuniarily or otherwise interested in
such contract, transaction or act; provided that (i) the existence of such
relationship or such interest shall be disclosed or known to the Board of
Directors or to a committee of the Board of Directors if the matter involves a
committee decision, and the contract, transaction or act shall be authorized,
approved or ratified by a majority of disinterested directors on the Board or on
such committee, as the case may be, even if the number of disinterested
directors constitutes less than a quorum or (ii) the contract, transaction or
act shall be authorized, ratified or approved in any other manner permitted by
the Maryland General Corporation Law.
Section 7. Permissible Considerations by Board of Directors.
The Board of Directors, in considering a potential acquisition of
control of the Corporation, is permitted to consider the effect of the potential
acquisition on the stockholders, employees, suppliers, customers, and creditors
of the corporation and the communities in which offices or other establishments
of the Corporation are located.
ARTICLE VII
PROVISIONS CONCERNING CERTAIN RIGHTS
OF THE CORPORATION AND THE STOCKHOLDERS
Section 1. Right to Amend Charter.
The Corporation reserves the right to make, from time to time, any
amendments of its charter which may now or hereafter be authorized by law,
pursuant to the vote of stockholders required by law, including any amendments
which alter the contract rights of any class of outstanding stock as expressly
set forth in the charter.
Section 2. Elimination of Preemptive Rights.
Unless otherwise provided by the Board of Directors, no holder of
stock of any class shall be entitled to preemptive rights to subscribe for or
purchase or receive any part of any new or additional issue of stock of any
class of the Corporation or securities convertible into stock of any class of
the Corporation.
Section 3. Required Stockholder Vote.
Notwithstanding any provision of law requiring any action to be taken
or authorized by the affirmative vote of the holders of a greater proportion of
the votes of all classes or of any class of stock of the Corporation, such
action shall be effective and valid if taken or authorized by the affirmative
vote of a majority of the total number of votes entitled to be cast thereon,
except as otherwise provided in this charter.
Section 4. Bylaws.
The Board of Directors, and not the stockholders, shall have the
exclusive power to make, alter, amend or repeal the Bylaws of the Corporation.
Section 5. Business Combination Statute.
The provisions of Title 3, Subtitle 6 (Special Voting Requirements) of the
MGCL, including but not limited to Section 3-602, shall not apply to any
business combination of the Corporation or any subsidiary of the Corporation
with (a) A. Eric Dott or Jackson Y. Dott; (b) any person that becomes an
interested stockholder as a result of a transfer of securities of the
Corporation, including the transfer of voting rights or other interests in any
such securities, to such person pursuant to a written agreement that provides
for such exemption to which A. Eric Dott or Jackson Y. Dott or any affiliate or
associate of A. Eric Dott or Jackson Y. Dott is a party; or (c) any affiliate or
associate of the persons named in (a) and/or (b). As used in this Section 5,
the terms "affiliate," "associate," "business combination," "interested
stockholder" and "subsidiary" shall have the meanings ascribed to them in Title
3, Subtitle 6 of the MGCL.
Section 6. Control Share Law.
Any acquisition of any shares of stock of the Corporation, including any
acquisition of voting rights or other interests in any such stock, shall be
exempt from the provisions of Title 3, Subtitle 7 of the MGCL (Voting Rights of
Certain Control Shares). Accordingly, the provisions of Title 3, Subtitle 7 of
the MGCL shall not apply to this Corporation.
ARTICLE VIII
INDEMNIFICATION AND LIMITATION OF LIABILITY
Section 1. Mandatory Indemnification.
The Corporation shall indemnify its currently acting and its former
directors and officers against any and all liabilities and expenses incurred in
connection with their services in such capacities to the maximum extent
permitted by the Maryland General Corporation Law, as from time to time amended.
Section 2. Discretionary Indemnification.
If approved by the Board of Directors, the Corporation may indemnify
its officers, employees, agents and persons who serve and have served, at its
request as a director, officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture or other enterprise or employee benefit
plan to the extent determined to be appropriate by the Board of Directors.
Section 3. Advancing Expenses Prior to a Decision.
The Corporation shall advance expenses to its directors and officers
entitled to mandatory indemnification to the maximum extent permitted by the
Maryland General Corporation Law, as from time to time amended, and may in the
discretion of the Board of Directors advance expenses to officers, employees,
agents and others who may be granted indemnification.
Section 4. Other Provisions for Indemnification.
The Board of Directors may, by bylaw, resolution or agreement, make
further provision for indemnification of directors, officers, employees and
agents.
Section 5. Limitation of Liability of Directors.
To the maximum extent that limitations on the liability of directors
and officers are permitted by the Maryland General Corporation Law, as from time
to time amended, no director or officer of the Corporation shall have any
liability to the Corporation or its stockholders for money damages. This
limitation on liability applies to events occurring at the time a person serves
as a director or officer of the Corporation whether or not such person is a
director or officer at the time of any proceeding in which liability is
asserted.
Section 6. Effect of Amendment or Repeal.
No amendment or repeal of any section of this Article, or the adoption
of any provision of the Corporation's charter inconsistent with this Article,
shall apply to or affect in any respect the rights to indemnification or
limitation of liability of any director of the Corporation with respect to any
alleged act or omission which occurred prior to such amendment, repeal or
adoption.
IN WITNESS WHEREOF, I have signed these Articles of Incorporation on
the 22nd day of September, 2000, and have acknowledged such Articles to be my
act.
/S/ MICHAEL W. CONRON
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Michael W. Conron, Incorporator
