SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
November 30, 2000
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Monarch Services, Inc.
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(Exact name of registrant as specified in its charter)
Maryland 0-8512 52-1073628
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
4517 Harford Road, Baltimore, Maryland 21214
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code, (410) 254-9200
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ITEM 5. OTHER EVENTS.
On November 30, 2000, the Company completed its merger into its former
wholly-owned subsidiary, Monarch Services, Inc., a Maryland corporation and,
accordingly, the Company is now a Maryland corporation. The Company's new
charter and bylaws are filed herewith as Exhibits 3A.1 and 3B.1, respectively.
On December 11, 2000, the Company elected by resolution of its Board of
Directors to become subject to all the provisions of Subtitle 8 of Title 3 of
the Maryland General Corporation Law as more particularly set forth in the
Articles Supplementary filed herewith as Exhibit 3A.2.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit 3A.1 Articles of Incorporation
Exhibit 3A.2 Articles Supplementary
Exhibit 3B.1 Bylaws
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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
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MONARCH SERVICES, INC.
ARTICLES SUPPLEMENTARY
MONARCH SERVICES, INC., a Maryland corporation having its principal
office in Baltimore City, Maryland, (hereinafter called the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
(the "Department") that:
FIRST: By Resolution of its Board of Directors on December 11, 2000,
the Corporation elected to become subject to all of the provisions of Subtitle 8
of Title 3 of the Maryland General Corporation Law (the 'MGCL") including:
Section 3-803, which provides for a classified board of directors of three
classes each having a three year term; Section 3-804 which provides for at least
a two-thirds vote of the stockholders for the removal of directors, and then
only for cause in accordance with Section 2-406(b)(3) of the MGCL, and vests in
the Directors the power to fix the number of directors and to fill vacancies on
the board of directors; and Section 3-805 which requires a majority vote of the
stockholders to call a special meeting of the stockholders and specifies certain
procedural requirements in connection with such special meetings of the
stockholders. In the event of any inconsistency with the charter or bylaws of
the Corporation, the aforesaid MGCL provisions will govern.
SECOND: By Resolution of the Board of Directors on December 11, 2000,
the Corporation classified its Board of Directors into three classes in
accordance with Section 3-803 of the MGCL as follows: Class I Directors shall
initially be David F. Gonano and shall have an initial term continuing until the
annual meeting of stockholders in 2001 and until their successors are elected
and qualify; Class II Directors shall initially be Jackson Y. Dott and Helen D.
Bentley and shall have an initial term continuing until the annual meeting of
stockholders in 2002 and until their successors are elected and qualify; and
Class III Directors shall initially be A. Eric Dott and Kenneth C. Holt and
shall have an initial term continuing until the annual meeting of stockholders
in 2003 and until their successors are elected and qualify. At each annual
meeting of the stockholders of the Corporation, the successors to the class of
Directors whose term expires at that meeting shall be elected to hold office for
a term continuing until the annual meeting of stockholders held in the third
year following the year of their election and until their successors are elected
and qualify. The classification set forth above may be changed from time-to-time
by vote of the Board of Directors to reflect such matters as increase or
decrease in the number of directors and so that each class, to the extent
possible, will have the same number of Directors.
IN WITNESS WHEREOF, Monarch Services, Inc. has caused these presents
to be signed in its name and on its behalf by its President and witnessed by its
Secretary as of this 11th day of December, 2000, and the undersigned officers
acknowledge that these Articles Supplementary are the act of the Corporation,
that to the best of their knowledge, information and belief all matters and
facts set forth herein relating to the authorization and approval of these
Articles are true in all material respects, and that this statement is made
under the penalties of perjury.
WITNESS: MONARCH SERVICES, INC.
/S/ STEVEN M. SZEKELEY By:/S/ JACKSON Y. DOTT
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Steven M. Szekeley Jackson Y. Dott
Secretary President
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BYLAWS
OF
MONARCH SERVICES, INC.
ARTICLE I
Stockholders
Section 1. Annual Meetings.
The annual meeting of the stockholders of the Corporation shall be
held on such date within the month of October as may be fixed from time to time
by the Board of Directors. Not less than ten nor more than 90 days' written or
printed notice stating the place, day and hour of each annual meeting shall be
given in the manner provided in Section 1 of Article IX hereof. The business to
be transacted at the annual meetings shall include the election of directors,
consideration and action upon the reports of officers and directors, and any
other business within the power of the Corporation. All annual meetings shall
be general meetings at which any business may be considered without being
specified as a purpose in the notice unless otherwise required by law.
Section 2. Special Meetings Called by Chairman of the Board, President or Board
of Directors.
At any time in the interval between annual meetings, special meetings
of stockholders may be called by the Chairman of the Board, or by the President,
or by the Board of Directors. Not less than ten days' nor more than 90 days'
written notice stating the place, day and hour of such meeting and the matters
proposed to be acted on thereat shall be given in the manner provided in Section
1 of Article IX. No business shall be transacted at any special meeting except
that specified in the notice.
Section 3. Special Meeting Called by Stockholders.
Upon the request in writing delivered to the Secretary by the
stockholders entitled to cast at least 25% of all the votes entitled to be cast
at the meeting, it shall be the duty of the Secretary to call a special meeting
of the stockholders. Such request shall state the purpose of such meeting and
the matters proposed to be acted on thereat, and no other business shall be
transacted at any such special meeting. No such meeting shall be required to be
called for the election of directors except under the circumstances set forth in
Section 10 of Article I or Sections 7(b) or 7(c) of Article II of these Bylaws.
The Secretary shall inform such stockholders of the reasonably estimated costs
of preparing and mailing the notice of the meeting, and upon payment to the
Corporation of such costs, the Secretary shall give not less than ten nor more
than 90 days' notice of the time, place and purpose of the meeting in the manner
provided in Section 1 of Article IX. Unless requested by stockholders entitled
to cast a majority of all the votes entitled to be cast at the meeting, a
special meeting need not be called to consider any matter which is substantially
the same as a matter voted on at any special meeting of the stockholders held
during the preceding 12 months.
Section 4. Place of Meetings.
All meetings of stockholders shall be held at the principal office of
the Corporation in the State of Maryland or at such other place within the
United States as may be fixed from time to time by the Board of Directors and
designated in the notice.
Section 5. Quorum.
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. In the absence of a quorum, the Chairman of the meeting or stockholders
present in person or by proxy acting by majority vote and without notice other
than by announcement at the meeting, may adjourn the meeting from time to time,
but not for a period exceeding 120 days after the original record date, until a
quorum shall attend.
Section 6. Adjourned Meetings.
A meeting of stockholders convened on the date for which it was called
(including one adjourned to achieve a quorum as above provided in Section 5 of
this Article) may be adjourned (in the manner provided in said Section 5) from
time to time without further notice other than by announcement at the meeting to
a date not more than 120 days after the original record date, and any business
may be transacted at any adjourned meeting which could have been transacted at
the meeting as originally called.
Section 7. Voting.
A plurality of all the votes cast at a meeting of stockholders duly
called and at which a quorum is present shall be sufficient to elect a director.
Each share of stock may be voted for as many individuals as there are directors
to be elected and for whose election the share is entitled to be voted.
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 other matter which may properly come before the meeting, unless
more than a majority of votes cast is required by statute or by the Charter.
The Board of Directors may fix the record date for the determination of
stockholders entitled to vote in the manner provided in Article VIII, Section 3
of these Bylaws. Unless otherwise provided in the Charter, each outstanding
share of stock, regardless of class, shall be entitled to one vote on each
matter submitted to a vote at a meeting of stockholders.
Section 8. Proxies.
A stockholder may vote the shares owned of record either in person or
by proxy. The proxy shall be in writing and shall be signed by the stockholder
or by the stockholder's duly authorized attorney-in-fact or be in such other
form as may be permitted by the Maryland General Corporation Law, including
documents conveyed by electronic transmission. A copy, facsimile transmission
or other reproduction of the writing or transmission may be substituted for the
original writing or transmission for any purpose for which the original
transmission could be used. Every proxy shall be dated, but need not be sealed,
witnessed or acknowledged. No proxy shall be valid after 11 months from its
date, unless otherwise provided in the proxy. In the case of stock held of
record by more than one person, any co-owner or co-fiduciary may execute the
proxy without the joinder of the co-owner(s) or co-fiduciary(ies), unless the
Secretary of the Corporation is notified in writing by any co-owner or co-
fiduciary that the joinder of more than one is to be required. At all meetings
of stockholders, the proxies shall be filed with and verified by the Secretary
of the Corporation, or, if the meeting shall so decide, by the Secretary of the
meeting.
Section 9. Order of Business.
At all meetings of stockholders, any stockholder present and entitled
to vote in person or by proxy shall be entitled to require, by written request
to the Chairman of the meeting, that the order of business shall be as follows:
(1) Organization.
(2) Proof of notice of meeting or of waivers thereof. (The
certificate of the Secretary of the Corporation, or the affidavit of any other
person who mailed or published the notice or caused the same to be mailed or
published, shall be proof of service of notice.)
(3) Submission by Secretary of the Corporation to the Chairman of the
meeting of a list of the stockholders entitled to vote, present in person or by
proxy.
(4) A reading of unapproved minutes of preceding meetings and action
thereon.
(5) Reports.
(6) If an annual meeting, or a special meeting called for that
purpose, the election of directors.
(7) Unfinished business.
(8) New business.
(9) Adjournment.
Section 10. Removal of Directors.
At any properly called annual or special stockholders' meeting, the
stockholders, by the affirmative vote of a majority of all the votes entitled to
be cast for the election of directors, may remove any director or directors from
office, with or without cause, and may elect a successor or successors to fill
any resulting vacancies for the remainder of the term of the removed directors.
Section 11. Informal Action by Stockholders.
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 thereon, a
written waiver of any right to dissent is signed by each stockholder entitled to
notice of, but not the right to vote on, such action and such consent is filed
with the records of stockholders' meetings.
Section 12. Advance Notice of Matters to be Presented at an Annual Meeting of
Stockholders.
At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting as set forth
below. To be properly brought before an annual meeting, such business must (1)
be specified in the notice of the meeting (or any supplement thereto) given by
the Corporation pursuant to Section 1 of Article IX of these bylaws, or (2) be
brought before the meeting by or under the direction of the Board of Directors
(or the Chairman of the Board or the President), or (3) be properly brought
before the meeting by a stockholder. In addition to any other applicable
requirements, for business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary. To be timely, such stockholder's notice must be delivered to or
mailed and received by the Secretary at the principal executive offices of the
Corporation not earlier than the close of business on the 120th day and not
later than the close of business on the 90th day prior to the date of the annual
meeting; provided, however, that in the event that during the prior year the
Corporation did not hold an annual meeting, or if the date of the annual meeting
has changed more than 30 days from the first anniversary of the prior year's
annual meeting (other than as a result of adjournment), than such stockholder's
notice must be delivered to or mailed and received by the Secretary at the
principal executive offices of the Corporation not earlier than the close of
business on the 120th day prior to such annual meeting and not later than the
close of business on the later of the 90th day prior to such annual meeting or
the 10th day following the day on which public announcement of the date of such
annual meeting is first made. For purposes of this section, "public
announcement" shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or comparable national news service or in a
document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of
1934, as amended. A stockholder's notice to the Secretary shall set forth as to
each matter the stockholder proposes to bring before the annual meeting (i) a
brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting, (ii)
the name and address of the stockholder proposing such business, (iii) the class
and number of shares of the Corporation which are beneficially owned by the
stockholder, and (iv) any material interest of the stockholder in such business.
Notwithstanding anything in these Bylaws to the contrary, no business
shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Section 12.
The Chairman of the meeting shall have the authority, if the facts
warrant, to determine that business was not properly brought before the meeting
in accordance with the provisions of this Section 12, and if he should so
determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.
Section 13. Advance Notice of Nominees for Directors.
Only persons who are nominated in accordance with the following
procedures shall be eligible for election as directors at any meeting of
stockholders. Nominations of persons for election to the Board of Directors of
the Corporation may be made at an annual meeting of stockholders or at a special
meeting of stockholders as to which the notice of meeting provides for election
of directors, by or under the direction of the Board of Directors, or by any
nominating committee or person appointed by the Board of Directors, or by any
stockholder of the Corporation entitled to vote for the election of directors at
the meeting who complies with the notice procedures set forth in this Section
13. Such nominations, other than those made by or under the direction of the
Board of Directors or by any nominating committee or person appointed by the
Board of Directors, shall be made pursuant to timely notice in writing to the
Secretary. In the event that such stockholder's notice pertains to an annual
meeting of stockholders, to be timely, such stockholder's notice must be
delivered to or mailed and received by the Secretary at the principal executive
offices of the Corporation not earlier than the close of business on the 120th
day and not later than the close of business on the 90th day prior to the date
of the annual meeting; provided, however, that in the event that during the
prior year the Corporation did not hold an annual meeting, or if the date of the
annual meeting has changed more than 30 days from the first anniversary of the
prior year's annual meeting (other than as a result of adjournment), than such
stockholder's notice must be delivered to or mailed and received by the
Secretary at the principal executive offices of the Corporation not earlier than
the close of business on the 120th day prior to such annual meeting and not
later than the close of business on the later of the 90th day prior to such
annual meeting or the 10th day following the day on which public announcement of
the date of such annual meeting is first made. In the event that such
stockholder's notice pertains to a special meeting of stockholders, to be
timely, such stockholder's notice must be delivered to or mailed and received by
the Secretary at the principal executive offices of the Corporation not later
than the close of business on the later of the 90th day prior to such special
meeting or the 10th day following the day on which public announcement of the
date of such special meeting is first made. For purposes of this section,
"public announcement" shall mean disclosure in a press release reported by the
Dow Jones News Service, Associated Press or comparable national news service or
in a document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of
1934, as amended. Such stockholder's notice shall set forth: (a) as to each
person whom the stockholder proposes to nominate for election as a director, (i)
the name, age, business address and residence address of the person, (ii) the
principal occupation or employment of the person, (iii) the class and number of
shares of stock of the Corporation which are beneficially owned by the person,
and (iv) any other information relating to the person that is required to be
disclosed in solicitations for proxies for election of directors pursuant to the
rules and regulations under the Securities Exchange Act of 1934; and (b) as to
the stockholder giving the notice, (i) the name and address of the stockholder
and (ii) the class and number of shares of the Corporation which are
beneficially owned by the stockholder. The Corporation may require any proposed
nominee to furnish such other information as may reasonably be required by the
Corporation to determine the eligibility of such proposed nominee to serve as a
director of the Corporation. No person shall be eligible for election as a
director of the Corporation unless nominated in accordance with the procedures
set forth herein.
The Chairman of the meeting shall have the authority, if the facts
warrant, to determine that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.
ARTICLE II
Directors
Section 1. Powers.
The business and affairs of the Corporation shall be managed under the
direction of its Board of Directors. All powers of the Corporation may be
exercised by or under the authority of the Board of Directors except as
conferred on or reserved to the stockholders by law, by the Charter or by these
Bylaws. A director need not be a stockholder. The Board of Directors shall
keep minutes of its meetings and full and fair accounts of its transactions.
Section 2. Number; Term of Office.
The number of directors of the Corporation shall be not less than
three or the same number as the number of stockholders (or one if there is no
stockholder), whichever is less; provided, however, that such number may be
increased and thereafter decreased from time to time by vote of a majority of
the entire Board of Directors. The number of directors shall not exceed
fiftteen (15). The first directors of the Corporation shall hold their office
until the first annual meeting of the Corporation, or until their successors are
elected and qualify, and thereafter the directors shall hold office for the term
of one year, or until their successors are elected and qualify.
Section 3. Annual Meeting; Regular Meetings.
As soon as practicable after each annual meeting of stockholders, the
Board of Directors shall meet for the purpose of organization and the
transaction of other business. No notice of the annual meeting of the Board of
Directors need be given if it is held immediately following the annual meeting
of stockholders and at the same place. Other regular meetings of the Board of
Directors may be held at such times and at such places, within or without the
State of Maryland, as shall be designated in the notice for such meeting by the
party making the call. All annual and regular meetings shall be general
meetings, and any business may be transacted thereat.
Section 4. Special Meetings.
Special meetings of the Board of Directors may be called by the
Chairman of the Board or the President, or by a majority of the directors.
Section 5. Quorum; Voting.
A majority of the Board of Directors shall constitute a quorum for the
transaction of business at every meeting of the Board of Directors; but, if at
any meeting there be less than a quorum present, a majority of those present may
adjourn the meeting from time to time, but not for a period exceeding ten days
at any one time or 60 days in all, without notice other than by announcement at
the meeting, until a quorum shall attend. At any such adjourned meeting at
which a quorum shall be present, any business may be transacted which might have
been transacted at the meeting as originally called. Except as hereinafter
provided or as otherwise provided by the Charter or by law, directors shall act
by a vote of a majority of those members in attendance at a meeting at which a
quorum is present.
Section 6. Notice of Meetings.
Notice of the time and place of every regular and special meeting of
the Board of Directors shall be given to each director in the manner provided in
Section 2 of Article IX hereof. Subsequent to each Board meeting, and as soon
as practicable thereafter, each director shall be furnished with a copy of the
minutes of said meeting. At least 24 hours' notice shall be given of all
meetings. The purpose of any meeting of the Board of Directors need not be
stated in the notice.
Section 7. Vacancies.
(a) If the office of a director becomes vacant for any reason,
including increase in the size of the Board, such vacancy may be filled by the
Board by a vote of a majority of directors then in office, although such
majority is less than a quorum.
(b) If the vacancy occurs as a result of the removal of a director,
the stockholders may elect a successor at the meeting at which the removal
occurs.
(c) If the entire Board of Directors shall become vacant, any
stockholder may call a special meeting in the same manner that the Chairman of
the Board or the President may call such meeting, and directors for the
unexpired terms may be elected at such special meeting in the manner provided
for their election at annual meetings.
(d) A director elected by the Board of Directors to fill a vacancy
shall serve until the next annual meeting of stockholders and until a successor
is elected and qualifies. A director elected by the stockholders to fill a
vacancy shall serve for the unexpired term and until a successor is elected and
qualifies.
Section 8. Rules and Regulations.
The Board of Directors may adopt such rules and regulations for the
conduct of its meetings and the management of the affairs of the Corporation as
it may deem proper and not inconsistent with the laws of the State of Maryland,
these Bylaws and the Charter.
Section 9. Committees.
The Board of Directors may constitute an Executive Committee and other
committees composed of one or more directors, from among its members. Such
committees shall hold office at the pleasure of the Board of Directors. If any
position on a committee becomes vacant, or if the number of members is
increased, such vacancy may be filled by the Board of Directors. Committees
shall hold formal meetings and keep minutes of all of their proceedings. Any
action taken by a committee within the limits permitted by law, the Board
resolutions establishing such committee, the Charter and the Bylaws shall have
the force and effect of Board action unless and until revised or altered by the
Board. The presence of not less than a majority of a committee shall be
necessary to constitute a quorum. Action may be taken without a meeting if a
unanimous written consent is signed by all of the members of the committee, and
if such consent is filed with the records of the committee. A committee shall
have the power to elect one of its members to serve as its Chairman unless the
Board of Directors shall have designated such Chairman. The members of a
committee present at any meeting, whether or not they constitute a quorum, shall
have the power to appoint a director to act in the place of an absent member
unless the Board of Directors shall have appointed a director to act in the
place of an absent member of such committee.
Between sessions of the Board of Directors, if appointed, the
Executive Committee shall have all of the powers of the Board of Directors in
the management of the business and affairs of the Corporation, except those
powers specifically denied by law. The taking of any action by the Executive
Committee shall be conclusive evidence that the Board of Directors was not in
session at the time of such action. A copy of the minutes of the proceedings of
the Executive Committee shall, after approval by the members of the Executive
Committee, be sent to all directors as a matter of information.
Section 10. Compensation.
The directors may receive a stated salary or an attendance fee for
each meeting of the Board of Directors or any committee thereof attended, plus
reimbursement of reasonable expenses of attendance. The amount of the salary or
attendance fee and any entitlement to reimbursement of expenses shall be
determined by resolution of the Board; provided, however, that nothing herein
contained shall be construed as precluding a director from serving the
Corporation in any other capacity and receiving compensation therefor.
Section 11. Place of Meetings.
Regular or special meetings of the Board may be held within or without
the State of Maryland, as the Board may from time to time determine. The time
and place of meeting may be fixed by the party calling the meeting.
Section 12. Informal Action by the Directors.
Any action required or permitted to be taken at any meeting of the
Board may be taken without a meeting, if a written consent to such action is
signed by all members of the Board and such consent is filed with the minutes of
the Board.
Section 13. Telephone Conference.
Members of the Board of Directors or any committee thereof may
participate in a meeting of the Board or such committee by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time.
Participation by such means shall constitute presence in person at the meeting.
ARTICLE III
Officers
Section 1. In General.
The Board of Directors may choose a Chairman of the Board from among
the directors. The Board of Directors shall elect a President, a Treasurer, a
Secretary, and may elect one or more Vice Presidents, Assistant Secretaries and
Assistant Treasurers as the Board may from time to time deem appropriate. All
officers shall hold office only during the pleasure of the Board or until their
successors are chosen and qualify. Any two of the above 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
when such instrument is required to be executed, acknowledged or verified by any
two or more officers. The Board of Directors may from time to time appoint such
other agents and employees with such powers and duties as the Board may deem
proper. In its discretion, the Board of Directors may leave unfilled any
offices except those of President, Treasurer and Secretary.
Section 2. Chairman of the Board.
The Chairman of the Board, if one is elected, shall have the
responsibility for the implementation of the policies determined by the Board of
Directors and for the administration of the business affairs of the Corporation.
The Chairman shall preside over the meetings of the Board and of the
stockholders if present at the meeting. The Chairman shall be the Chief
Executive Officer of the Corporation if so designated by resolution of the
Board.
Section 3. President.
The President shall have the responsibility for the active management
of the business and general supervision and direction of all of the affairs of
the Corporation. In the absence of a Chairman of the Board, the President shall
preside over the meetings of the Board and of the stockholders if present at the
meeting, and shall perform such other duties as may be assigned by the Board of
Directors or the Executive Committee. The President shall have the authority on
the Corporation's behalf to endorse securities owned by the Corporation and to
execute any documents requiring the signature of an executive officer. The
President shall perform such other duties as the Board of Directors may direct
and shall be the Chief Executive Officer of the Corporation unless the Chairman
of the Board is so designated by resolution of the Board.
Section 4. Vice Presidents.
The Vice Presidents, in the order of priority designated by the Board
of Directors, shall be vested with all the power and may perform all the duties
of the President in the latter's absence. They may perform such other duties as
may be prescribed by the Board of Directors, the Executive Committee or the
President.
Section 5. Treasurer.
The Treasurer shall have general supervision over the Corporation's
finances, and shall perform such other duties as may be assigned by the Board of
Directors or the President. Unless the Board designates another officer, the
Treasurer shall be the Chief Financial Officer of the Corporation. If required
by resolution of the Board, the Treasurer shall furnish a bond (which may be a
blanket bond) with such surety and in such penalty for the faithful performance
of duty as the Board of Directors may from time to time require, the cost of
such bond to be paid by the Corporation.
Section 6. Secretary.
The Secretary shall keep the minutes of the meetings of the
stockholders and of the Board of Directors and shall attend to the giving and
serving of all notices of the Corporation required by law or these Bylaws. The
Secretary shall maintain at all times in the principal office of the Corporation
at least one copy of the Bylaws with all amendments to date, and shall make the
same, together with the minutes of the meeting of the stockholders, the annual
statement of affairs of the Corporation and any voting trust or other
stockholders agreement on file at the office of the Corporation, available for
inspection by any officer, director or stockholder during reasonable business
hours. The Secretary shall perform such other duties as may be assigned by the
Board of Directors.
Section 7. Assistant Treasurer and Secretary.
The Board of Directors may designate from time to time Assistant
Treasurers and Secretaries, who shall perform such duties as may from time to
time be assigned to them by the Board of Directors or the President.
Section 8. Compensation; Removal; Vacancies.
The Board of Directors shall have power to fix the compensation of all
officers of the Corporation. It may authorize any committee or officer, upon
whom the power of appointing subordinate officers may have been conferred, to
fix the compensation of such subordinate officers. The Board of Directors shall
have the power at any regular or special meeting to remove any officer if, in
the judgment of the Board, the best interests of the Corporation will be served
by such removal. The Board of Directors may authorize any officer to remove
subordinate officers. The Board of Directors may authorize the Corporation's
employment of an officer for a period in excess of the term of the Board. The
Board of Directors at any regular or special meeting shall have power to fill a
vacancy occurring in any office for the unexpired portion of the term.
Section 9. Substitutes.
The Board of Directors may, from time to time in the absence of any
one of its officers or at any other time, designate any other person or persons
on behalf of the Corporation to sign any contracts, deeds, notes or other
instruments in the place or stead of any of such officers, and may designate any
person to fill any one of said offices, temporarily or for any particular
purpose; and any instruments so signed in accordance with a resolution of the
Board shall be the valid act of the Corporation as fully as if executed by any
regular officer.
ARTICLE IV
Resignation
Any director or officer may resign from office at any time. Such
resignation shall be made in writing and shall take effect from the time of its
receipt by the Corporation, unless some time be fixed in the resignation, and
then from that date. The acceptance of a resignation shall not be required to
make it effective.
ARTICLE V
Commercial Paper, Etc.
All bills, notes, checks, drafts and commercial paper of all kinds to
be executed by the Corporation as maker, acceptor, endorser or otherwise, and
all assignments and transfers of stock, contracts, or written obligations of the
Corporation, and all negotiable instruments, shall be made in the name of the
Corporation and shall be signed by any one or more of the following officers as
the Board of Directors may from time to time designate: the Chairman of the
Board, the President, any Vice President, or the Treasurer, or such other person
or persons as the Board of Directors or Executive Committee may from time to
time designate.
ARTICLE VI
Fiscal Year
The fiscal year of the Corporation shall cover such period of 12
months as the Board of Directors may determine. In the absence of any such
determination, the accounts of the Corporation shall be kept on a calendar year
basis.
ARTICLE VII
Seal
The seal of the Corporation shall be in the form of two concentric
circles inscribed with the name of the Corporation and the year and State in
which it is incorporated. The Secretary or Treasurer, or any Assistant
Secretary or Assistant Treasurer, shall have the right and power to attest to
the corporate seal. In lieu of affixing the corporate seal to any document, it
shall be sufficient to meet the requirements of any law, rule or regulation
relating to a corporate seal to affix the word "(SEAL)" adjacent to the
signature of the person authorized to sign the document on behalf of the
Corporation.
ARTICLE VIII
Stock
Section 1. Issue.
Each stockholder shall be entitled to a certificate or certificates
which shall represent and certify the number and class of shares of stock owned
in the Corporation. Each certificate shall be signed by the Chairman of the
Board, the President or any Vice President and be countersigned by the Secretary
or any Assistant Secretary or the Treasurer or any Assistant Treasurer. The
signatures of the Corporation's officers and its corporate seal appearing on
stock certificates may be facsimiles if each such certificate is authenticated
by the manual signature of an officer of a duly authorized transfer agent.
Stock certificates shall be in such form, not inconsistent with law and the
Charter, as shall be approved by the Board of Directors. In case any officer of
the Corporation who has signed any certificate ceases to be an officer of the
Corporation, whether by reason of death, resignation or otherwise, before such
certificate is issued, then 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 such issuance.
Section 2. Transfers.
The Board of Directors shall have power and authority to make all such
rules and regulations as the Board may deem expedient concerning the issue,
transfer and registration of stock certificates. The Board of Directors may
appoint one or more transfer agents and/or registrars for its outstanding stock,
and their duties may be combined. No transfer of stock shall be recognized or
binding upon the Corporation until recorded on the books of the Corporation, or,
as the case may be, of its transfer agent and/or of its registrar, upon
surrender and cancellation of a certificate or certificates for a like number of
shares.
Section 3. Record Dates for Dividends and Stockholders' Meeting.
The Board of Directors may fix a date not exceeding 90 days preceding
the date of any meeting of stockholders, any dividend payment date or any date
for the allotment of rights, as a record date for the determination of the
stockholders entitled to notice of and to vote at such meeting, or entitled to
receive such dividends or rights, as the case may be, and 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. In the case of a
meeting of stockholders, the record date shall be fixed not less than ten days
prior to the date of the meeting.
Section 4. New Certificates.
In case any certificate of stock is lost, stolen, mutilated or
destroyed, the Board of Directors may authorize the issuance of a new
certificate in place thereof upon such indemnity to the Corporation against loss
and such other terms and conditions as it may deem advisable. The Board of
Directors may delegate such power to any officer or officers of the Corporation
or to any transfer agent or registrar of the Corporation; but the Board of
Directors, such officer or officers or such transfer agent or registrar may, in
their discretion, refuse to issue such new certificate save upon the order of
some court having jurisdiction.
ARTICLE IX
Notice
Section 1. Notice to Stockholders.
Whenever by law or these Bylaws notice is required to be given to any
stockholder, such notice shall be in writing and may be given to each
stockholder by personal delivery or at the stockholder's residence or usual
place of business, or by mailing it, postage prepaid, and addressed to the
stockholder at the address appearing on the books of the Corporation or its
transfer agent. Such leaving or mailing of notice shall be deemed the time of
giving such notice.
Section 2. Notice to Directors and Officers.
Whenever by law or these Bylaws notice is required to be given to any
director or officer, such notice may be given in any one of the following ways:
by personal delivery to such director or officer, by telephone communication
with such director or officer personally or by telephone facsimile transmission,
by telegram, cablegram, radiogram, first class mail or by delivery service
providing confirmation of delivery, addressed to such director or officer at the
address appearing on the books of the Corporation. The time when such notice
shall be consigned to a communication company for delivery shall be deemed to be
the time of the giving of such notice; if mailed, such notice shall be deemed
given 48 hours after the time it is deposited in the mail, postage prepaid.
Section 3. Waiver of Notice.
Notice to any stockholder or director of the time, place and/or
purpose of any meeting of stockholders or directors required by these Bylaws may
be dispensed with if such stockholder shall either attend in person or by proxy,
or if such director shall attend in person, or if such absent stockholder or
director shall, in writing filed with the records of the meeting either before
or after the holding thereof, waive such notice.
ARTICLE X
Voting of Stock in Other Corporations
Any stock in other corporations, which may from time to time be held
by the Corporation, may be represented and voted at any meeting of stockholders
of such other corporations by the President or a Vice-President or by proxy or
proxies appointed by the President or a Vice-President, or otherwise pursuant to
authorization thereunto given by a resolution of the Board of Directors adopted
by a vote of a majority of the directors.
ARTICLE XI.
Indemnification
To the maximum extent permitted by the Maryland General Corporation
Law as from time to time amended, the Corporation may indemnify its currently
acting and its former directors, officers, agents and employees and those
persons who, at the request of the Corporation serve or have served another
corporation, partnership, joint venture, trust or other enterprise in one or
more of such capacities against any and all liabilities incurred in connection
with their services in such capacities to the extent determined appropriate by
the Board of Directors. To the extent required by the Charter or applicable
law, the Corporation shall indemnify such individuals.
ARTICLE XII.
Amendments
The Board of Directors, and not the stockholders, shall have the
exclusive power to make, alter, amend or repeal the Bylaws of the Corporation.
I HEREBY CERTIFY that the foregoing is a full, true and correct copy of the
Bylaws of Monarch Services, Inc., a Maryland corporation, adopted as of
September 22, 2000, and as in effect on the date hereof.
Dated: September 22, 2000 /S/ Steven M. Szekely
---------------------------
Name: Steven M. Szekely
Title: Secretary
(SEAL)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MONARCH SERVICES, INC.
Date: December 27, 2000 /S/ Jackson Y. Dott
-------------------
President
<PAGE>
Exhibit Index
Exhibit Number Description Page
3A.1 Articles of Incorporation
3A.2 Articles Supplementary
3B.1 Bylaws
