EXHIBIT 3 (ii)
CROWN CENTRAL PETROLEUM CORPORATION
BYLAWS
Adopted February 29, 1996
Amended July 30, 1998
Amended April 7, 2000
Amended April 27, 2000
Amended October 26, 2000
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Table of Contents
ARTICLE I
STOCKHOLDERS
Section I.1 Meetings of Stockholders 1
Section I.2 Annual Meeting 1
Section I.3 Special Meeting Called by Corporation 2
Section I.4 Special Meeting Called by Stockholders 2
Section I.5 Record Date 3
Section I.6 Quorum 3
Section I.7 Proxies 4
Section I.8 Ballot Vote 4
Section I.9 Inspection of Books 4
ARTICLE II
STOCK AND DIVIDENDS
Section II.1 Certificates of Stock 4
Section II.2 Transfers of Stock 4
Section II.3 Registered Stockholders 4
Section II.4 Lost Certificates 4
Section II.5 Dividends 5
Section II.6 Stock Not Subject to the Control Share Act 5
ARTICLE III
DIRECTORS
Section III.1 Board of Directors 5
Section III.2 Number of Directors 5
Section III.3 Eligibility; Nomination Procedures 6
Section III.4 Vacancies 6
Section III.5 Place and Time of Meeting 7
Section III.6 Annual Meeting 7
Section III.7 Calling of Meeting 7
Section III.8 Notice of Meeting. 7
Section III.9 Quorum 7
Section III.10 Compensation of Directors 7
ARTICLE IV
EXECUTIVE AND OTHER COMMITTEES
Section IV.1 Executive Committee 8
Section IV.2 Other Committees 8
Section IV.3 Procedures Applicable to Committees 8
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ARTICLE V
OFFICERS
Section V.1 Appointment and Removal of Officers 8
Section V.2 Chairman of the Board 9
Section V.3 Vice Chairman of the Board 9
Section V.4 President 9
Section V.5 Vice Presidents 9
Section V.6 Secretary 10
Section V.7 Treasurer 10
Section V.8 Controller 10
Section V.9 Assistant Officers 11
Section V.10 Vacancies 11
Section V.11 Duties of Officers May Be Delegated 11
ARTICLE VI
INDEMNITY OF DIRECTORS AND OFFICERS
Section VI.1 Indemnity 11
Section VI.2 Advancement of Expenses 11
Section VI.3 Services in Other Capacities 12
Section VI.4 Rights not Exclusive 12
ARTICLE VII
CERTAIN ADMINISTRATIVE MATTERS
Section VII.1 Checks 12
Section VII.2 Fiscal Year 12
Section VII.3 Annual Statements 12
Section VII.4 Amendment to Bylaws 13
Section VII.5 Offices 13
Section VII.6 Seal 13
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CROWN CENTRAL PETROLEUM CORPORATION
BYLAWS
ARTICLE I
STOCKHOLDERS
SECTION I.1 MEETINGS OF STOCKHOLDERS All meetings of the
stockholders shall be at the office of the Corporation in Baltimore,
Maryland, or at such other place within the United States as the Board of
Directors may designate.
SECTION I.2 ANNUAL MEETING
(a) The annual meeting of stockholders shall be held at two o'clock
p.m. on a business day during the thirty (30) day period commencing on the
fourth Thursday of April; PROVIDED, HOWEVER, that for the year 2000, the
annual meeting of stockholders shall be held at two o'clock p.m. on a
business day during the thirty (30) day period commencing on the last
Thursday of November. At each annual meeting of stockholders, only such
business shall be conducted as is proper to consider and has been brought
before the meeting (i) pursuant to the Corporation's notice of the
meeting, (ii) by or at the direction of the Board of Directors, or (iii)
by a stockholder who is a stockholder of record of a class of shares
entitled to vote on the business such stockholder is proposing both at the
time of the giving of the stockholder's notice hereinafter described in
this Section 1.2 and on the record date for such annual meeting, and who
complies with the notice procedures set forth in this Section 1.2.
Written notice of each annual meeting shall be given to each stockholder
by leaving the same with the stockholder, or at the stockholder's
residence or usual place of business, or by mailing it postage prepaid and
addressed to the stockholder at his or her address as it appears upon the
books of the Corporation, at least ten days prior to the meeting.
(b) In order to bring before an annual meeting of stockholders any
business which may properly be considered, a stockholder who meets the
requirements set forth in the preceding paragraph must give the
Corporation timely written notice which complies with Section 1.2(c) of
these bylaws. To be timely, a stockholder's notice must be given, by
certified United States mail, with postage thereon prepaid and with return
receipt requested, addressed to the Secretary at the principal office of
the Corporation. Any such notice must be received at the Corporation's
principal office not less than 120 calendar days in advance of the
anniversary of the date on which the Corporation's proxy statement was
released to its stockholders in connection with the previous year's annual
meeting of stockholders, unless the date of the meeting to which such
notice relates has been changed by more than 30 days from the date
contemplated at the time of the previous year's proxy statement, in which
case any such notice must be received not less than 60 days before the
date established for the meeting.
(c) Each such stockholder's notice shall set forth as to each
matter the stockholder proposes to bring before the annual meeting: (i)
the name and address, as they appear on the Corporation's stock transfer
books, of the stockholder proposing business; (ii) the class and number of
shares of stock of the Corporation beneficially owned by such stockholder;
(iii) a
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representation that such stockholder is a stockholder of record at the
time of the giving of the notice and intends to appear in person or by
proxy at the meeting to present the business specified in the notice; (iv)
a brief description of the business desired to be brought before the
meeting, including the complete text of any resolutions to be presented
and the reasons for wanting to conduct such business; and (v) any interest
which the stockholder may have in such business.
(d) The Secretary or Assistant Secretary shall deliver each
stockholder's notice that has been timely received to the Chairman and to
the President for review.
(e) Notwithstanding the foregoing provisions of this Section 1.2, a
stockholder seeking to have a proposal included in the Corporation's proxy
statement for an annual meeting of stockholders shall comply with the
requirements of Regulation 14A under the Securities Exchange Act of 1934,
as amended from time to time, or with any successor regulation.
SECTION I.3 SPECIAL MEETING CALLED BY CORPORATION At any time in
the interval between regular meetings, special meetings of the
stockholders may be called by the Chairman of the Board, the Vice Chairman
of the Board, the President, or by a majority of the Board of Directors,
stating the place, day, and hour of such special meeting, and the business
proposed to be transacted thereat. Such notice shall be given to each
stockholder entitled to vote thereat by leaving the same with the
stockholder, or at the stockholder's residence or usual place of business,
or by mailing it postage prepaid and addressed to the stockholder at his
or her address as it appears upon the books of the Corporation. No
business shall be transacted at such meetings except for the business set
forth in the notice.
SECTION I.4 SPECIAL MEETING CALLED BY STOCKHOLDERS
(a) A special meeting may also be called by stockholders entitled
to cast twenty-five percent (25%) of all votes entitled to be cast at the
meeting, upon the request in writing signed by such stockholders and
delivered to the Chairman of the Board, the Vice Chairman of the Board,
the President, or the Secretary. Such request shall set forth: (i) the
names and addresses, as they appear on the Corporation's stock transfer
books, of the stockholders making the request; (ii) the class and number
of shares of stock of the Corporation beneficially owned by such
stockholders; (iii) a representation that such stockholders are
stockholders of record at the record date for determining whether the
requisite number of stockholders have signed and delivered the written
request demanding a special meeting of stockholders and a representation
as to the date on which the first such stockholder signed such request;
(iv) a representation that each such stockholder intends to appear in
person or by proxy at the meeting to present the business specified in the
notice; (v) as to each matter or business the requesting stockholders
propose to bring before the special meeting, a brief description of the
matter or business including the complete text of any resolutions to be
presented and the reasons for wanting to conduct such business; and (iv)
any interest which any of the requesting stockholders may have in such
business.
(b) The record date for determining whether the requisite number of
stockholders have signed and delivered the written request demanding a
special meeting of stockholders is the date the first such stockholder
signs such request.
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(c) A special meeting may 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 twelve (12) months,
unless the meeting is requested by stockholders entitled to cast a
majority of all of the votes entitled to be cast at the meeting. The
twelve month period shall be determined from the date of the previous
special meeting to the date of the stockholder request.
(d) The Secretary or Assistant Secretary shall inform the
stockholders who make the request of the reasonably estimated cost of
preparing and mailing a notice of the meeting, and only upon payment of
these costs to the Corporation, notify each stockholder entitled to notice
of the meeting. If the officer of the Corporation to whom such request in
writing shall have been delivered pursuant to Section 1.4(a) shall fail to
issue a call for such meeting within ten (10) business days after payment
to the Corporation of the reasonably estimated cost of preparing and
mailing a notice of the meeting, then the stockholders who made the
request may do so by giving fifteen (15) business days' notice of the
time, place and object of the meeting by advertisement inserted in a daily
newspaper of general circulation in the City of Baltimore, Maryland.
(e) Only business within the purpose or purposes described in the
notice for a special meeting of stockholders may be conducted at the
meeting.
SECTION I.4 RECORD DATE
(a) The Board of Directors shall fix, in advance, a record date to
make a determination of stockholders for an annual meeting, or for any
special meeting, such date to be not more than ninety (90) nor less than
ten (10) days before the meeting or action requiring a determination of
stockholders. If no such record date is set the record date shall be the
close of business on the day before the date on which the first notice is
given.
(b) When a determination of stockholders entitled to notice of or
to vote at any meeting of stockholders has been made, such determination
shall be effective for any adjournment of the meeting unless the Board of
Directors fixes a new record date, which it shall do if the meeting is
adjourned to a date more than ninety (90) days after the date fixed for
the original meeting.
SECTION I.6 QUORUM. The presence in person or by proxy of
stockholders entitled to cast a majority of all votes entitled to be cast
at the meeting shall be requisite and shall constitute a quorum for the
transaction of business at all meetings of the stockholders except as
otherwise provided by law or by the charter. If at any annual or special
meeting of stockholders a quorum shall fail to attend, a majority in
interest attending in person or by proxy shall have power to adjourn the
meeting from time to time without notice other than announcement at the
meeting until the requisite amount of voting stock shall be present. At
any such adjourned meeting, at which the requisite amount of voting stock
shall be present in person or by proxy, any business may be transacted
which might have been transacted at the meeting originally called, had the
same been held at the time so called.
SECTION I.7 PROXIES. At any meeting stockholders may vote either
in person or by proxy. Such proxy shall be in writing and dated, but no
proxy which is dated more than three (3)
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months before the meeting at which it is offered shall be accepted unless
such proxy shall, on its face, name a longer period for which it is to
remain in force.
SECTION I.8 VOTE BY BALLOT The vote for Directors, and, upon demand
of any stockholder, the vote upon any question before the meeting, shall
be by ballot.
SECTION I.9 INSPECTION OF BOOKS Except as otherwise provided by
statute the Board of Directors shall determine from time to time whether,
and if allowed, when and under what conditions and regulations the
accounts and books of the Corporation or any of them shall be open to
inspection of the stockholders, and the stockholders' rights in this
respect are and shall be restricted and limited accordingly.
ARTICLE II
STOCK AND DIVIDENDS
SECTION II.1 CERTIFICATES OF STOCK Each stockholder shall be
entitled to a certificate of stock of the Corporation which shall be
signed by the Chairman of the Board, President or a Vice President and by
the Secretary or an Assistant Secretary, or the Treasurer or an Assistant
Treasurer of the Corporation, and sealed with its seal; which shall
exhibit the holder's name and certify the number of shares owned by the
stockholder. A certificate shall be deemed to be so signed and sealed
whether the signatures be manual or facsimile signatures and whether the
seal be a facsimile seal or any other form of seal. Each certificate
shall be counter-signed by the transfer agent and registered by the
Registrar duly appointed by the Board of Directors of the Corporation, the
Board of Directors being hereby given the power and authority to appoint
one or more Transfer Agents and one or more Registrars.
SECTION II.2 TRANSFERS OF STOCK Transfers of stock shall be made
on the books of the Corporation only by the person named in the
certificate, or by his or her attorney, lawfully constituted in writing,
upon surrender and cancellation of certificates for a like number of
share.
SECTION II.3 REGISTERED STOCKHOLDERS 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 for any other purpose, and shall not be bound to recognize any
equitable or other claim to or interest in such shares on the part of any
other person, whether or not it shall have express or other notice
thereof, save as expressly provided for by the laws of Maryland.
SECTION II.4 LOST CERTIFICATES Any person claiming a certificate
of stock to be lost, stolen, destroyed, or mutilated shall make an
affidavit or affirmation to that fact and advertise the same in such
manner as the Board of Directors may require, and shall, if the Directors
so require, give the Corporation a bond of indemnity in form and with one
or more sureties satisfactory to the Board in at least double the value of
the stock represented by said certificate, whereupon a new certificate may
be issued of the same tenor and for the same number of shares as the one
alleged to be lost, stolen, destroyed or mutilated.
SECTION II.5 DIVIDENDS Dividends upon the capital stock of the
Corporation when earned may be declared by the Board of Directors at any
regular or special meeting. The Board of Directors shall have power from
time to time to fix and determine and to vary the amount of
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working capital of the Corporation, and to direct and determine the use
and disposition of any surplus or net profits; and the amount of the
surplus and the net profits of the Corporation to be reserved before the
payment of any dividend shall rest wholly in the discretion of the Board
of Directors.
SECTION II.6 STOCK NOT SUBJECT TO THE CONTROL SHARE ACT. Any
stock of the Corporation acquired by any of the following (each a
"Rosenberg Stockholder"):
(a) the lineal descendants of Ruth Blaustein Rosenberg;
(b) their respective spouses or children, including stepchildren and
adopted children;
(c) any trust for the benefit of any of the foregoing individuals;
(d) any fiduciary acting for the benefit of any of the foregoing
individuals in the event of their incompetence or acting for
their estate in the event of their death; or
(e) any corporation, partnership or unincorporated association or
other entity or affiliate controlled by any of the foregoing
individuals, trusts or fiduciaries;
shall not be subject to the Control Shares Act of the Maryland General
Corporation Law, Section 3-701-709 of the Corporations and Associations
Article of the Annotated Code of Maryland (the "Control Shares Act"),
and in the event of the disposition by any Rosenberg Stockholder of any
stock of this Corporation to a person, corporation, partnership,
unincorporated association or other entity that is not a Rosenberg
Stockholder (a "Non-Rosenberg Purchaser") that acquisition of stock of
this Corporation by the Non-Rosenberg Purchaser shall not be subject
to the Control Shares Act.
ARTICLE III
DIRECTORS
SECTION III.1 BOARD OF DIRECTORS The business and affairs of
this Corporation shall be managed under the direction of the Board of
Directors, and 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 may be exercised by the Board of Directors.
SECTION III.2 NUMBER OF DIRECTORS The Board of Directors shall
consist of ten (10) persons which number from time to time may be
increased to not greater than twenty or decreased to not less than three
by vote of a majority of the entire Board of Directors. Each Director
shall hold office until his or her death, resignation, or removal or until
his or her successor is elected and qualified.
SECTION III.3 ELIGIBILITY; NOMINATION PROCEDURES
(a) No person shall be eligible for election as a Director at a
meeting of stockholders unless nominated (i) by the Board of Directors or
(ii) by a stockholder who is a stockholder of record of a class of shares
entitled to vote for the election of Directors, both at the time of the
giving of the stockholder's notice described in this Section 3.3 and on
the record date for the meeting at which Directors will be elected, and
who complies with the notice procedures set forth in this Section 3.3.
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(b) In order to nominate any persons, a stockholder who meets the
requirements set forth in the preceding paragraph must give the
Corporation timely written notice. To be timely, a stockholder's notice
must be given either by personal delivery to the Secretary at the
principal office of the Corporation or by first class United States mail,
with postage thereon prepaid, addressed to the Secretary at the principal
office of the Corporation. Any such notice must be received, in the case
of an annual meeting of stockholders, on or after January 1st and before
February 1st of the year in which the meeting will be held if the meeting
is to be an annual meeting held within the period specified for the annual
meeting by Section 1.2, unless the annual meeting has not been held within
such period, in which case any such notice must be received not less than
sixty (60) days before the date established for the annual meeting. In
the case of a special meeting of stockholders, any such notice must be
received not later than the close of business on the tenth (10th) day
following the day on which notice of the special meeting of stockholders
called for the purpose of electing Directors is first given to
stockholders.
(c) Each such stockholder's notice shall set forth the following:
(i) as to the stockholder giving the notice, (1) the name and address of
such stockholder as they appear on the Corporation's stock transfer books,
(2) the class and number of shares of stock of the Corporation
beneficially owned by such stockholder, (3) a representation that such
stockholder is a stockholder of record at the time of giving the notice
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice, and (4) a description of all
arrangements or understandings, if any, between such stockholder and each
nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made; and (ii)
as to each person whom the stockholder wishes to nominate for election as
a Director, (1) the name, age, business address and residence address of
such person, (2) the principal occupation or employment of such person,
(3) the class and number of shares of stock of the Corporation which are
beneficially owned by such person, and (4) all other information that is
required to be disclosed about nominees for election as Directors in
solicitations of proxies for the election of Directors under the rules and
regulations of the Securities and Exchange Commission. In addition, each
such notice shall be accompanied by the written consent of each proposed
nominee to serve as a Director if elected and such consent shall contain a
statement from the proposed nominee to the effect that the information
about the nominee contained in the notice is correct.
SECTION III.5 VACANCIES Whenever there is a vacancy on the Board
of Directors (other than a vacancy resulting from the removal of a
Director by vote of the stockholders which vacancy is immediately
thereafter filled by the stockholders), then the vacancy shall be filled
by a majority of the remaining Directors elected by the stockholders of
the class or series entitled to fill such vacancy or by the sole remaining
Director elected by that class or series if there is only one such
Director.
SECTION III.6 PLACE AND TIME OF MEETING Meetings of the Board of
Directors may be held within, or without the State of Maryland, as the
Board may from time to time determine. The time and place of meetings may
be fixed by the party or parties making the call.
SECTION III.6 ANNUAL MEETING The Board of Directors shall meet
for the purpose of organization and the transaction of other business
immediately following the annual meeting of
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stockholders at which the Board was elected. Such meeting 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 the Board of Directors may
have designated for the immediately preceding annual meeting of
stockholders, or as may be designated by the consent in writing of all of
the Directors. No notice of such meeting shall be necessary.
SECTION III.7 CALLING OF MEETING Meetings of the Board of
Directors may be called by the Chairman of the Board, the Vice Chairman of
the Board, the President, or a majority of the Board. At least twenty-
four (24) hours' notice shall be given of all meetings of the Board; with
the consent of the majority of the Directors, a shorter notice may be
given.
SECTION III.8 NOTICE OF MEETING. Notices of all meetings of
Directors may be left at their usual places of business, or may be sent by
mail or electronic means, and such notices by mail or electronic means
shall be deemed to have been given when sent or mailed at Baltimore.
SECTION III.9 QUORUM At all meetings of the Board, a majority of
the entire Board of Directors shall be necessary and sufficient to
constitute a quorum for the transaction of business, except that a lesser
number may adjourn any meeting from time to time.
SECTION III.10 COMPENSATION OF DIRECTORS
(a) By resolution of the Board all Directors, other than salaried
officers of the Corporation or a subsidiary of the Corporation, may be
allowed a fixed sum and expenses of attendance, if any, for attendance at
each meeting of the Board and in addition may be allowed for their
services as Directors such annual or other compensation as may be fixed by
resolution of the Board from time to time. The preceding provisions shall
not be construed to preclude any Directors, including salaried officers,
from serving the Corporation in any other capacity, including service as a
member of a standing or special committee, and receiving compensation
therefor or to preclude reimbursement of salaried officers who are
Directors for expenses of attendance at meetings of the Board.
(b) For their services as members of special and standing
committees, Directors may be allowed such annual or other compensation as
may be fixed by resolution of the Board of Directors from time to time.
ARTICLE IV
EXECUTIVE AND OTHER COMMITTEES
SECTION IV.1 EXECUTIVE COMMITTEE There may be an executive committee
of three or more Directors designated by resolution passed by a majority
of the whole Board. Said committee may meet at stated times, or on notice
to all by any of their own number. During the intervals between meetings
of the Board, such committee shall advise with and aid the officers of the
Corporation in all matters concerning its interests and the management of
its business, and generally perform such duties and exercise such powers
as may be directed or delegated by the Board of Directors from time to
time. To such Committee may be delegated any or all of the powers of the
Board of Directors in the management of the business and affairs of the
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Corporation while the Board is not in session, excepting such powers as
the Board of Directors by statute may not delegate.
SECTION IV.2 OTHER COMMITTEES There may be such other standing
and special committees as may be established from time to time by
resolution passed by a majority of the whole Board of Directors. Such
committees shall be composed of such Directors as may be designated by the
Board of Directors and shall perform such duties and exercise such powers
as may be directed by the Board of Directors.
SECTION IV.3 PROCEDURES APPLICABLE TO COMMITTEES The provisions
of these bylaws which govern meetings, notice and waiver of notice, and
quorum and voting requirements of the Board shall apply to committees of
Directors and their members as well. Vacancies in the membership of any
committee shall be filled by the Board of Directors at any meeting
thereof. In the absence of a member or members of a committee, the
members thereof present at any meeting (whether or not they constitute a
quorum) may appoint a member or members of the Board of Directors to act
in the place or places of such absent member or members. Committees shall
keep regular minutes of their proceedings, and report the same to the
Board when required.
ARTICLE V
OFFICERS
SECTION V.1 APPOINTMENT AND REMOVAL OF OFFICERS
(a) The officers of the Corporation shall be chosen by the Board of
Directors at its first meeting after each annual meeting of stockholders;
and shall consist of a Chairman of the Board of Directors, a President,
one or more Vice Presidents, a Secretary, a Treasurer, a Controller, an
Assistant Secretary, an Assistant Treasurer, and whenever deemed advisable
by the Board of Directors, a Vice Chairman of the Board and one or more
additional Vice Presidents (including, without limitation, one or more
Executive, Group, and Senior Vice Presidents), Assistant Vice Presidents,
Assistant Secretaries, or Assistant Treasurers. Any two of the offices
hereinbefore mentioned except those of President and Vice President, may
be held by the same person.
(b) The Board 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. The salaries of all officers of the
Corporation shall be fixed by the Board of Directors or by any committee
or superior officer upon whom such power may be conferred from time to
time by the Board of Directors.
(c) The officers of the Corporation shall hold office until their
successors are chosen and qualified.
(d) Any officer or employee of the Corporation may be removed at
any time with or without cause, by the affirmative vote of a majority of
the whole Board of Directors, or by any committee or superior officer upon
whom such power of removal may be conferred by the Board of Directors, and
such action shall be conclusive on the officer or employee so removed.
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SECTION V.2 CHAIRMAN OF THE BOARD The Chairman of the Board
shall be the chief executive officer of the Corporation. The Chairman of
the Board shall preside at all meetings of the stockholders and Directors
and shall exercise, subject to control of the Board of Directors, such
general supervision over the affairs of the Corporation and its employees
as may be appropriate to carry out the policies of the Corporation. The
Chairman of the Board shall have such other functions as may be determined
by the Board of Directors.
SECTION V.3 VICE CHAIRMAN OF THE BOARD The Vice Chairman of the
Board, if elected, shall be the chief administrative officer of the
Corporation, and, subject to control of the Board of Directors and the
general supervision of the Chairman of the Board, shall, in cooperation
with the President, be responsible for the administration of the
Corporation's activities. The Vice Chairman of the Board shall preside at
all meetings of the stockholders and Directors at which the Chairman of
the Board is not present. The Vice Chairman of the Board shall have such
other functions as may be determined by the Board of Directors.
SECTION V.4 PRESIDENT The President shall be the chief operating
officer of the Corporation and, subject to control of the Board of
Directors and the general supervision of the Chairman of the Board, shall
have general and active management of the Corporation's operations. The
President shall have all of the powers and perform all of the duties of
the Chairman of the Board in case of his or her absence or inability to
act, or if a Chairman of the Board has not been elected, other than
presiding at meetings of the stockholders and Directors at which the Vice
Chairman of the Board, if elected, shall preside. The President shall
also have all of the powers and perform all of the duties of the Vice
Chairman of the Board in case of his or her absence or inability to act,
or if a Vice Chairman of the Board is not elected, other than such powers
and duties as the Chairman of the Board shall either elect to exercise and
perform or to delegate to another officer. The President shall perform
such other duties as may be determined by the Board of Directors.
SECTION V.5 VICE PRESIDENTS The Vice Presidents shall perform
such duties as the Chairman of the Board, Vice Chairman of the Board,
President, or Board of Directors shall from time to time prescribe. In
the order of seniority prescribed, the most senior Vice President shall,
in the absence or inability of the President to act, perform the duties
and exercise the powers of the President. The order of seniority of Vice
Presidents shall be prescribed from time to time by the Board of Directors
or, in the absence of prescription by the Board of Directors, by the
Chairman of the Board.
SECTION V.6 SECRETARY The Secretary shall attend all sessions of
the Board and all meetings of the stockholders and record all votes and
the minutes of all proceedings in a book to be kept for that purpose; and
shall perform like duties for the standing committees when required. The
Secretary shall give, or cause to be given, notice of all meetings of the
stockholders and of the Board of Directors; shall have custody of the seal
of the Corporation and whenever authorized by the Board shall affix the
seal to any instrument requiring the same; and shall perform such other
duties and have custody of such other books and papers as may from time to
time be prescribed by the Board of Directors, the Chairman of the Board,
the Vice Chairman of the Board, or the President.
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SECTION V.7 TREASURER The Treasurer shall be the chief financial
officer of the Corporation, unless the Board of Directors shall designate
a Vice President as such officer, and have the custody of the corporate
funds and securities 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 authorized by the Board of Directors. The
Treasurer shall disburse the funds of the Corporation as may be ordered by
the Board, taking proper vouchers for such disbursements, and shall render
to the Chairman of the Board, the Vice Chairman of the Board, the
President and the Board of Directors, whenever they may respectively
require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation. The Treasurer shall give the
Corporation a bond if required by the Board of Directors in the sum, and
with one or more sureties satisfactory to the Board, for the faithful
performance of the duties of his or her office, and for the restoration to
the Corporation in case of his or her death, resignation, retirement, or
removal from office, of all books, papers, vouchers, moneys, and other
property of whatever kind in his or her possession or under his or her
control belonging to the Corporation. If a Controller has not been
elected, the Treasurer shall also have all of the powers and perform all
of the duties of that office. The Treasurer shall perform such other
duties as the Chairman of the Board, Vice Chairman of the Board,
President, or Board of Directors may from time to time prescribe.
SECTION V.8 CONTROLLER The Controller shall be the chief
accounting officer of the Corporation. The Controller shall see that
adequate and correct records of all assets, liabilities and transactions
of the Corporation and its subsidiaries are maintained; that efficient
procedures and systems are installed and followed; that adequate audits
are currently and regularly made; and, in conjunction with other officers,
that measures and procedures are initiated and followed whereby the
business of the Corporation and its subsidiaries shall be conducted with
maximum efficiency and economy. The Controller shall perform such other
duties as may be assigned to him or her from time to time by the Chairman
of the Board, Vice Chairman of the Board, President, or Board of
Directors.
SECTION V.9 ASSISTANT OFFICERS Each Assistant Vice President,
each Assistant Secretary, and each Assistant Treasurer shall have the
usual powers and duties pertaining to his or her office, together with
such other powers and duties as may be assigned to him or her by the
Chairman of the Board, Vice Chairman of the Board, President, or the Board
of Directors.
SECTION V.10 VACANCIES If the office of any officer or agent
becomes vacant by reason of death, resignation, retirement,
disqualification, removal from office, or otherwise, the Directors then in
office, although less than a quorum, by a majority vote, may choose a
successor or successors, who shall hold office for the unexpired term in
respect of which said vacancy occurred.
SECTION V.11 DUTIES OF OFFICERS MAY BE DELEGATED In case of the
absence of any Officer of the Corporation, or for any other reason that
the Board of Directors may deem sufficient, the Board may delegate, for
the time being, the powers or duties, or any of them of such officer to
any other officer, or to any Director, providing a majority of the entire
Board concur therein.
ARTICLE VI
INDEMNITY OF DIRECTORS AND OFFICERS
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SECTION VI.1 INDEMNITY Each person who is now, or who shall
hereafter become, a Director, officer, employee or agent of the
Corporation, whether or not serving in one or more of such capacities at
the time indemnification is sought or paid, and who is made a party
defendant to any proceeding by reason of service in any one or more of
such capacities shall be indemnified in the manner and to the maximum
extent authorized by law against judgments, penalties, fines, settlements
(approved by the Corporation) and reasonable expenses actually incurred in
connection with such proceeding unless it is proved that the act or
omission of such person was material to the cause of action adjudicated in
the proceeding or, in the case of a settlement, to be adjudicated in the
proceeding, and that (a) such act or omission (i) was committed in bad
faith or (ii) was the result of active and deliberate dishonesty or (b)
such person actually received an improper personal benefit in money,
property or services or (c) in the case of any criminal proceeding, such
person had reasonable cause to believe the act or omission was unlawful.
Such indemnification shall not be made unless authorized for a specific
proceeding after a determination in accordance with Maryland law that the
Director, officer, employee or agent has met the standard of conduct set
forth in this paragraph. Additionally, any such person who was not a
Director or officer of the Corporation at the time of the commission of
the act or the omission to act which is a subject of such proceeding may
be indemnified to such further extent, if any, consistent with law, as may
be provided in any contract between the Corporation and such person and
may be indemnified, but shall not be entitled to be indemnified, to such
further extent, if any, consistent with law, as may be authorized,
prospectively or retroactively, by the Board of Directors, the Chairman of
the Board, the President or any other officer to whom such authority is
delegated by the Board of Directors, the Chairman of the Board or the
President.
SECTION VI.2 ADVANCEMENT OF EXPENSES Payment or reimbursement in
advance of the final disposition of any proceeding described in Section
6.1 of reasonable expenses incurred by any such person in defending such
proceeding may be authorized by the Board of Directors or in the case of
any such person who is not a Director, by the Chairman of the Board, the
President or any other officer to whom such authority is delegated by the
Board of Directors, the Chairman of the Board or the President; provided,
however, that the Corporation shall have received:
(a) a written affirmation by such person of such person's good faith
belief that the standard of conduct necessary for indemnification by the
Corporation as authorized by law has been met; and
(b) a written undertaking by or on behalf of such person to repay all
amounts so paid or reimbursed if it shall ultimately be determined that
such standard of conduct has not been met.
Nothing contained in this Section 6.2 shall be construed to require the
Corporation to pay or reimburse any expenses incurred by any such person
prior to the ultimate disposition of such proceeding or to require the
Corporation to pay or reimburse subsequent to the ultimate disposition of
such proceeding any expenses incurred by any such person, except as
provided in Section 6.1.
SECTION VI.3 SERVICES IN OTHER CAPACITIES. Service in the
capacity of a Director, officer, employee or agent of the Corporation
shall include service at the request of the
<PAGE>
Corporation as a director, officer, partner, trustee, fiduciary, employee
or agent of any other corporation or of any partnership, joint venture,
trust, other enterprise, or employee benefit plan. Any approval of any
settlement may be made by the Board of Directors or, in the case of a
settlement by any such person who is not a Director, by the Chairman of
the Board, the President or any other officer to whom such authority is
delegated by the Board of Directors, the Chairman of the Board or the
President. Except where reimbursement of expenses is ordered by a court,
all determinations as to the reasonableness of any expenses shall be made
by the persons authorizing reimbursement or payment thereof.
SECTION VI.4 RIGHTS NOT EXCLUSIVE The preceding rights to
indemnification shall not be exclusive of and shall be in addition to any
other rights to which such person would be entitled as a matter of law in
the absence of the preceding provisions.
ARTICLE VII
CERTAIN ADMINISTRATIVE MATTERS
SECTION VII.1 CHECKS All checks or demands for money or notes of
the Corporation shall be signed by such officer or officers as the Board
of Directors may from time to time designate.
SECTION VII.2 FISCAL YEAR The fiscal year shall begin the first
day of January of each year.
SECTION VII.3 ANNUAL STATEMENTS The Chairman of the Board or
such other officer or officers of the Corporation as he or she may direct,
shall annually prepare a full and true statement of the affairs of the
Corporation, which shall be submitted at the annual meeting of the
stockholders and filed within 20 days thereafter at the principal office
of the Corporation in Baltimore, State of Maryland.
SECTION VII.4 AMENDMENT TO BYLAWS Any and all provisions of
these bylaws may be altered, amended, or repealed and new bylaws be
adopted only by the stockholders at a duly constituted meeting or by the
vote of a majority of the entire Board of Directors at any meeting of the
Board of Directors.
SECTION VII.5 OFFICES The Principal office of the Corporation
shall be in the City of Baltimore, State of Maryland. The Corporation may
also have a place of business in such other places as the Board of
Directors may from time to time appoint or the business of the Corporation
may require.
SECTION VII.6 SEAL The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization, and the
words, "Corporate Seal, Maryland."
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