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<PAGE> PAGE 2
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<PAGE> PAGE 3
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<PAGE> PAGE 4
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080 A000000 NATIONAL UNION FIRE INSURANCE COMPANY
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SIGNATURE PATRICK F. QUAN
TITLE SECRETARY
<TABLE> <S> <C>
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AMERICAN BALANCED FUND, INC.
ARTICLES SUPPLEMENTARY
INCREASING AUTHORIZED STOCK
AS AUTHORIZED BY SECTION 2-105(c) OF
THE MARYLAND GENERAL CORPORATION LAW
American Balanced Fund, Inc., a Maryland corporation (the
"Corporation") having its principal address at 32 South Street, Baltimore,
Maryland 21202, hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: In accordance with Section 2-105(c) of the Maryland General
Corporation Law, the Board of Directors has increased the authorized Capital
Stock of the corporation to 500,000,000 shares of Common Stock (par value
$1.00 per share).
SECOND: The Corporation is registered as an open-end investment
company under the Investment Company Act of 1940.
THIRD: (a) As of immediately before the increase the total number
of shares of stock of all classes which the Corporation has authority to
issue is 300,000,000 shares of Common Stock (par value $1.00 per share).
(b) As increased the total number of shares of stock of all
classes which the Corporation has authority to issue is 500,000,000 shares
of Common Stock (par value $1.00 per share).
(c) The aggregate par value of all shares having a par
value is $300,000,000 before the increase and $500,000,000 as increased.
IN WITNESS WHEREOF, American Balanced Fund, Inc., has caused
these Articles Supplementary to be signed and acknowledged in its name and
on its behalf by its Chairman of the Board and attested by its Secretary on
this 18th day of June, 1996.
ATTEST: AMERICAN BALANCED FUND, INC.
By /s/ Patrick F. Quan By /s/ Walter P. Stern
Patrick F. Quan Walter P. Stern
Secretary Chairman of the Board
THE UNDERSIGNED, Chairman of the Board of American Balanced Fund,
Inc., who executed on behalf of said Corporation the foregoing Articles
Supplementary to the Charter, of which this certificate is made a part,
hereby acknowledges, in the name and on behalf of said Corporation, the
foregoing Articles Supplementary to the Charter to be the corporate act of
said Corporation, and further certifies that, to the best of his knowledge,
information and belief, the matters and facts set forth therein with respect
to the approval thereof are true in all material respects under penalty of
perjury.
Dated June 18, 1996 By /s/ Walter P. Stern
Walter P. Stern
Chairman of the Board
AMERICAN BALANCED FUND, INC.
ARTICLES SUPPLEMENTARY
INCREASING AUTHORIZED STOCK
AS AUTHORIZED BY SECTION 2-105(c) OF
THE MARYLAND GENERAL CORPORATION LAW
American Balanced Fund, Inc., a Maryland corporation (the
"Corporation") having its principal address at 32 South Street, Baltimore,
Maryland 21202, hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: In accordance with Section 2-105(c) of the Maryland General
Corporation Law, the Board of Directors has increased the authorized Capital
Stock of the corporation to 300,000,000 shares of Common Stock (par value
$1.00 per share).
SECOND: The Corporation is registered as an open-end investment
company under the Investment Company Act of 1940.
THIRD: (a) As of immediately before the increase the total number
of shares of stock of all classes which the Corporation has authority to
issue is 100,000,000 shares of Common Stock (par value $1.00 per share).
(b) As increased the total number of shares of stock of all
classes which the Corporation has authority to issue is 300,000,000 shares
of Common Stock (par value $1.00 per share).
(c) The aggregate par value of all shares having a par
value is $100,000,000 before the increase and $300,000,000 as increased.
IN WITNESS WHEREOF, American Balanced Fund, Inc., has caused
these Articles Supplementary to be signed and acknowledged in its name and
on its behalf by its Chairman of the Board and attested by its Secretary on
this 12th day of February, 1993.
ATTEST: AMERICAN BALANCED FUND, INC.
By /s/ Patrick F. Quan By /s/ James W. Ratzlaff
Patrick F. Quan James W. Ratzlaff
Secretary Chairman of the Board
THE UNDERSIGNED, Chairman of the Board of American Balanced Fund,
Inc., who executed on behalf of said Corporation the foregoing Articles
Supplementary to the Charter, of which this certificate is made a part,
hereby acknowledges, in the name and on behalf of said Corporation, the
foregoing Articles Supplementary to the Charter to be the corporate act of
said Corporation, and further certifies that, to the best of his knowledge,
information and belief, the matters and facts set forth therein with respect
to the approval thereof are true in all material respects under penalty of
perjury.
Dated February 12, 1993 By /s/ James W. Ratzlaff
James W. Ratzlaff
Chairman of the Board
AMERICAN BALANCED FUND, INC.
ARTICLES OF INCORPORATION
I.
The undersigned, Isabelle V. Lindskoog, whose mailing address is
Four Embarcadero Center, San Francisco, California 94111, being at
least 18 years of age, does hereby form a corporation under and by
virtue of the General Laws of the State of Maryland.
II.
NAME
The name of the corporation (hereinafter called the
"Corporation") is:
American Balanced Fund, Inc.
III.
PURPOSES AND POWERS
The purpose or purposes for which the Corporation is formed and
the business or objects to be transacted, carried on and promoted by
it are:
(a) To conduct and carry on the business of an open-end
investment company under the Investment Company Act of 1940.
(b) To hold, invest and reinvest its assets in securities and
other investments including holding part or all of its assets in cash,
including foreign currencies.
(c) To issue and sell shares of its capital stock in such
amounts and on such terms and conditions and for such purposes and for
such amount or kind of consideration (including, without limitation,
securities) now or hereafter permitted by law.
(d) To redeem, purchase or otherwise acquire, hold, dispose of,
resell, transfer, reissue or cancel (all without the vote or consent
of the shareholders of the Corporation) shares of its capital stock,
in any manner and to the extent now or hereafter permitted by law and
by the Charter.
(e) To do any and all such acts or things and to exercise any
and all such further powers or rights as may be necessary, incidental,
relative, conducive, appropriate or desirable for the accomplishment,
carrying out or attainment of the purposes stated in this Article.
The foregoing enumerated purposes and objects shall be in no way
limited or restricted by reference to, or inference from, the terms
of any other clause of this or any other Article of the charter, and
shall each be regarded as independent; and they are intended to be and
shall be construed as powers as well as purposes and objects of the
Corporation and shall be in addition to and not in limitation of the
general powers of corporations under the laws of the State of
Maryland.
IV.
PRINCIPAL OFFICE AND PLACE OF BUSINESS
The present address of the principal office of the Corporation
in the State of Maryland is c/o The Corporation Trust Company
Incorporated, 32 South Street, Baltimore, Maryland 21202.
V.
RESIDENT AGENT
The name and address of the Corporation's resident agent is The
Corporation Trust Company Incorporated, 32 South Street, Baltimore,
Maryland 21202. Said resident agent is a Maryland corporation.
VI.
CAPITAL STOCK
(a) The total number of shares of capital stock which the
Corporation shall have the authority to issue is One Hundred Million
(100,000,000) shares of the par value of $1.00 per share and of the
aggregate par value of One Hundred Million Dollars ($100,000,000).
The Board of Directors of the Corporation is hereby empowered to
increase or decrease, from time to time, the total number of shares
of capital stock or the number of shares of capital stock of any class
or series that the Corporation shall have authority to issue without
any action by the shareholders.
(b) Any fractional share shall carry proportionately all the
rights of a whole share, excepting any right to receive a certificate
evidencing such fractional share, but including the right to vote and
the right to receive dividends.
(c) All persons who shall acquire stock in the Corporation shall
acquire the same subject to the provisions of the charter and the
By-Laws of the Corporation.
(d) As used in the charter, a "series" of shares represent
interests in the same assets, liabilities, income, earnings and
profits of the Corporation; each "class" of shares of a series
represents interests in the same underlying assets, liabilities,
income, earnings and profits, but may differ from other classes of
such series with respect to fees and expenses or such other matters
as shall be established by the Board of Directors. Initially, the
shares of capital stock of the Corporation shall be all of one class
and series designated as "common stock." The Board of Directors shall
have authority to classify and reclassify any authorized but unissued
shares of capital stock from time to time by setting or changing in
any one or more respects the preferences, conversion or other rights,
voting powers, restrictions, limitations as to dividends,
qualifications or terms or conditions of redemption of the capital
stock. Subject to the provisions of Section (e) of this Article VI
and applicable law, the power of the Board of Directors to classify
or reclassify any of the shares of capital stock shall include,
without limitation, authority to classify or reclassify any such stock
into one or more series of capital stock and to divide and classify
shares of any series into one or more classes of such series, by
determining, fixing or altering one or more of the following:
1. The distinctive designation of such class or series
and the number of shares to constitute such class or series;
provided that, unless otherwise prohibited by the terms of such
class or series, the number of shares of any class or series may
be decreased by the Board of Directors in connection with any
classification or reclassification of unissued shares and the
number of shares of such class or series may be increased by the
Board of Directors in connection with any such classification or
reclassification, and any shares of any class or series which
have been redeemed, purchased or otherwise acquired by the
Corporation shall remain part of the authorized capital stock
and be subject to classification and reclassification as
provided herein.
2. Whether or not and, if so, the rates, amounts and
times at which, and the conditions under which, dividends shall
be payable on shares of such class or series;
3. Whether or not shares of such class or series shall
have voting rights in addition to any general voting rights
provided by law and the charter of the Corporation and, if so,
the terms of such additional voting rights;
4. The rights of the holders of shares of such class or
series upon the liquidation, dissolution or winding up of the
affairs of, or upon any distribution of the assets of, the
Corporation.
(e) Shares of capital stock of the Corporation shall have the
following preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms
and conditions of redemption:
1. Assets Belonging to a Series. All consideration
received by the Corporation for the issue or sale of stock of
any series of capital stock, together with all assets in which
such consideration is invested and reinvested, income, earnings,
profits and proceeds thereof, including any proceeds derived
from the sale, exchange or liquidation thereof, and any funds or
payments derived from any reinvestment of such proceeds in
whatever form the same may be, shall irrevocably belong to the
series of shares of capital stock with respect to which such
assets, payments or funds were received by the Corporation for
all purposes, subject only to the rights of creditors, and shall
be so handled upon the books of account of the Corporation.
Such consideration, assets, income, earnings, profits and
proceeds thereof, including any proceeds derived from the sale,
exchange or liquidation thereof, and any assets derived from any
reinvestment of such proceeds in whatever form, are herein
referred to as "assets belonging to" such series. Any assets,
income, earnings, profits, and proceeds thereof, funds or
payments which are not readily attributable to any particular
series shall be allocable among any one or more of the series in
such manner and on such basis as the Board of Directors, in its
sole discretion, shall deem fair and equitable.
2. Liabilities Belonging to a Series. The assets
belonging to any series of capital stock shall be charged with
the liabilities in respect of such series and shall also be
charged with such series' share of the general liabilities of
the Corporation determined as hereinafter provided. The
determination of the Board of Directors shall be conclusive as
to the amount of such liabilities, including the amount of
accrued expenses and reserves; as to any allocation of the same
to a given series; and as to whether the same are allocable to
one or more series. The liabilities so allocated to a series
are herein referred to as "liabilities belonging to" such
series. Any liabilities which are not readily attributable to
any particular series shall be allocable among any one or more
of the series in such manner and on such basis as the Board of
Directors, in its sole discretion, shall deem fair and
equitable.
3. Dividends and Distributions. Shares of each series of
capital stock shall be entitled to such dividends and
distributions, in stock or in cash or both, as may be declared
from time to time by the Board of Directors, acting in its sole
discretion, with respect to such series, provided, however, that
dividends and distributions on shares of a series of capital
stock shall be paid only out of the lawfully available "assets
belonging to" such series as such phrase is defined in Section
(e)(1) of this Article VI.
4. Liquidating Dividends and Distributions. In the event
of the liquidation or dissolution of the Corporation,
shareholders of each series of capital stock shall be entitled
to receive, as a series, out of the assets of the Corporation
available for distribution to shareholders, but other than
general assets not belonging to any particular series of capital
stock, the assets belonging to such series; and the assets so
distributable to the shareholders of any series of capital stock
shall be distributed among such shareholders in proportion to
the number of shares of such series held by them and recorded on
the books of the Corporation. In the event that there are any
general assets not belonging to any particular series of capital
stock and available for distribution, such distribution shall be
made to the holders of stock of all series of capital stock in
proportion to the asset value of the respective series of
capital stock determined as hereinafter provided.
5. Voting. Each shareholder of each series of capital
stock shall be entitled to one vote for each share of capital
stock, irrespective of the class, then standing in his name on
the books of the Corporation, and on any matter submitted to a
vote of shareholders, all shares of capital stock then issued
and outstanding and entitled to vote shall be voted in the
aggregate and not by series except that: (i) when expressly
required by law, shares of capital stock shall be voted by
individual class or series and (ii) only shares of capital stock
of the respective series or class or classes affected by a
matter shall be entitled to vote on such matter. At all
meetings of the shareholders, the holders of one-third of the
shares of capital stock of the Corporation entitled to vote at
the meeting, present in person or by proxy, shall constitute a
quorum for the transaction of any business, except as otherwise
provided by statute or by these Articles. In the absence of a
quorum no business may be transacted, except that the holders of
a majority of the shares of capital stock present in person or
by proxy and entitled to vote may adjourn the meeting from time
to time, without notice other than announcement at the meeting
except as otherwise required by the charter or the By-Laws,
until the holders of the requisite amount of shares of capital
stock shall be present. At any such adjourned meeting at which
a quorum may be present any business may be transacted which
might have been transacted at the meeting as originally called.
The absence from any meeting, in person or by proxy, of holders
of the number of shares of capital stock of the Corporation in
excess of the quorum which may be required by the laws of the
State of Maryland, the Investment Company Act of 1940, or other
applicable statute, these Articles, or the By-Laws, for action
upon any given matter shall not prevent action at such meeting
upon any other matter or matters which may properly come before
the meeting, if there shall be present at the meeting, in person
or by proxy, holders of the number of shares of capital stock of
the Corporation required for action in respect of such other
matter or matters.
6. Redemption. To the extent the Corporation has funds
or other property legally available therefor, each holder of
shares of capital stock of the Corporation shall be entitled to
require the Corporation to redeem all or any part of the shares
standing in the name of such holder on the books of the
Corporation, at the redemption price of such shares as in effect
from time to time as may be determined by the Board of Directors
of the Corporation in accordance with the provisions hereof,
subject to the right of the Board of Directors of the
Corporation to suspend the right of redemption of shares of
capital stock of the Corporation or postpone the date of payment
of such redemption price in accordance with provisions of
applicable law. Without limiting the generality of the
foregoing, the Corporation shall, to the extent permitted by
applicable law, have the right at any time to redeem the shares
owned by any holder of capital stock of the Corporation if the
value of such shares in the account of such holder is less than
the minimum initial investment amount applicable to that account
as set forth in the Corporation's current registration statement
under the Investment Company Act of 1940, and subject to such
further terms and conditions as the Board of Directors of the
Corporation may from time to time adopt. The redemption price
of shares of capital stock of the Corporation shall, except as
otherwise provided in this Section (e)(6), be the net asset
value thereof as determined by, or pursuant to methods approved
by, the Board of Directors of the Corporation from time to time
in accordance with the provisions of applicable law, less such
redemption fee or other charge, if any, as may be specified in
the Corporation's current registration statement under the
Investment Company Act of 1940 for that class or series.
Payment of the redemption price shall be made in cash by the
Corporation at such time and in such manner as may be determined
from time to time by the Board of Directors of the Corporation
unless, in the opinion of the Board of Directors, which shall be
conclusive, conditions exist which make payment wholly in cash
unwise or undesirable; in such event the Corporation may make
payment wholly or partly by securities or other property
included in the assets belonging or allocable to the series of
the shares redemption of which is being sought, the value of
which shall be determined as provided herein.
VII.
DIRECTORS
The number of directors of the Corporation shall be three (3),
which number may be, from time to time, increased or decreased
pursuant to the By-Laws of the Corporation, but shall never be less
than the minimum number permitted by the General Laws of the State of
Maryland now or hereafter in force. The names of the directors who
will serve until the first shareholders meeting or until their
successors are elected and qualify are as follows:
Thomas E. Terry
Isabelle V. Lindskoog
Patrick F. Quan
VIII.
PROVISIONS FOR DEFINING, LIMITING AND REGULATING CERTAIN POWERS
OF THE CORPORATION AND OF THE DIRECTORS AND SHAREHOLDERS
The following provisions are hereby adopted for the purpose of
defining, limiting and regulating the powers of the Corporation and
of the directors and shareholders:
(a) No holder of any stock or any other securities of the
Corporation, whether now or hereafter authorized, shall have any
preemptive right to subscribe for or purchase any stock or any other
securities of the Corporation other than such, if any, as the Board
of Directors, in its sole discretion, may determine and at such price
or prices and upon such other terms as the Board of Directors, in its
sole discretion, may fix; and any stock or other securities which the
Board of Directors may determine to offer for subscription may, as the
Board of Directors in its sole discretion shall determine, be offered
to the holders of any class, series or type of stock or other
securities at the time outstanding to the exclusion of the holders of
any or all other classes, series or types of stock or other securities
at the time outstanding.
(b) The Board of Directors of the Corporation shall have power
from time to time and in its sole discretion to determine, in
accordance with sound accounting practice, what constitutes annual or
other net income, profits, earnings, surplus, or net assets; to fix
and vary from time to time the amount to be reserved as working
capital, or determine that retained earnings or surplus shall remain
in the hands of the Corporation; to set apart out of any funds of the
Corporation such reserve or reserves in such amount or amounts and for
such proper purpose or purposes as it shall determine and to abolish
any such reserve or any part thereof; to distribute and pay
distributions or dividends in stock, cash or other securities or
property, out of surplus or any other funds or amounts legally
available therefor, at such times and to the shareholders of record
on such dates as it may from time to time determine; and to determine
whether and to what extent and at what times and places and under what
conditions and regulations the books, accounts and documents of the
Corporation, or any of them, shall be open to the inspection of
shareholders, except as otherwise provided by statute or by the
By-Laws, and, except as so provided, no shareholder shall have any
right to inspect any book, account or document of the Corporation
unless authorized so to do by resolution of the Board of Directors.
(c) The Board of Directors of the Corporation may establish in
its absolute discretion the basis or method for determining the value
of the assets belonging to any series, and the net asset value of each
share of capital stock of each series and class for purposes of sales,
redemptions, repurchases of shares or otherwise.
(d) Any director or officer, individually, or any firm of which
any director or officer may be a member, or any corporation, trust or
association of which any director or officer may be an officer or
director or in which any director or officer may be directly or
indirectly interested as the holder of any amount of its capital stock
or otherwise, may be a party to, or may be financially or otherwise
interested in, any contract or transaction of the Corporation; and any
such director or officer of the Corporation may be counted in
determining the existence of a quorum at the meeting of the Board of
Directors of the Corporation or a committee thereof which shall
authorize any such contract or transaction, and may vote thereat to
authorize any such contract or transaction, and such transaction or
contract shall not as a result be void or voidable provided either
(i) the fact of the common directorship or interest is
disclosed or known to: (a) the Board of Directors or the
committee and the Board or committee authorizes, approves, or
ratifies the contract or transaction by the affirmative vote of
a majority of disinterested directors, even if the disinterested
directors constitute less than a quorum; or (b) the shareholders
entitled to vote, and the contract or transaction is authorized,
approved, or ratified by a majority of the votes cast by the
shareholders entitled to vote other than the votes of shares
owned of record or beneficially by the interested director or
corporation, firm, or other entity; or
(ii) the contract or transaction is fair and reasonable to
the Corporation.
In furtherance and not in limitation of the foregoing, the Board
of Directors of the Corporation is expressly authorized to contract
for management services of any nature, with respect to the conduct of
the business of the Corporation with any entity, person or company,
incorporated or unincorporated, on such terms as the Board of
Directors may deem desirable. Any such contract may provide for the
rendition of management services of any nature with respect to the
conduct of the business of the Corporation, and for the management or
direction of the business and activities of the Corporation to such
extent as the Board of Directors may determine, whether or not the
contract involves delegation of functions usually or customarily
performed by the Board of Directors or officers of the Corporation or
of a corporation organized under the laws of Maryland. The Board of
Directors is further expressly authorized to contract with any person
or company on such terms as the Board of Directors may deem desirable
for the distribution of shares of the Corporation and to contract for
other services, including, without limitation, services as custodian
of the Corporation's assets and as transfer agent for the
Corporation's shares, with any entity(ies), person(s) or company(ies),
incorporated or unincorporated, on such terms as the directors may
deem desirable. Any entity, person or company which enters into one
or more of such contracts may also perform similar or identical
services for other investment companies and other persons and entities
without restriction by reason of the relationship with the Corporation
unless the contract expressly provides otherwise.
(e) Any contract, transaction, or act of the Corporation or of
the Board of Directors which shall be ratified by a majority of a
quorum of the shareholders having voting powers at any annual meeting,
or at any special meeting called for such purpose, shall so far as
permitted by law be as valid and as binding as though ratified by
every shareholder of the Corporation.
(f) Unless the By-Laws otherwise provide, any officer or
employee of the Corporation (other than a director) may be removed at
any time with or without cause by the Board of Directors or by any
committee or superior officer upon whom such power of removal may be
conferred by the By-Laws or by authority of the Board of Directors.
(g) Notwithstanding any provision of law requiring the
authorization of any action by a greater proportion than a majority
of the total number of shares of any series or class, or of all
classes or series of capital stock, or by the total number of such
shares, such action shall be valid and effective if authorized by the
affirmative vote of the holders of a majority of the total number of
shares outstanding and entitled to vote thereon.
(h) The Corporation shall indemnify (1) its directors and
officers, whether serving the Corporation or at its request any other
entity, to the full extent required or permitted by the General Laws
of the State of Maryland now or hereafter in force, including the
advance of expenses under the procedures and to the full extent
permitted by law, and (2) its other employees and agents to such
extent as shall be authorized by the Board of Directors or the
Corporation's By-Laws and be permitted by law. The foregoing rights
of indemnification shall not be exclusive of any other rights to which
those seeking indemnification may be entitled. The Board of Directors
may take such action as is necessary to carry out these
indemnification provisions and is expressly empowered to adopt,
approve and amend from time to time such by-laws, resolutions or
contracts implementing such provisions or such further indemnification
arrangements as may be permitted by law. No amendment of this Charter
of the Corporation shall limit or eliminate the right to
indemnification provided hereunder with respect to acts or omissions
occurring prior to such amendment or repeal. Nothing contained herein
shall be construed to authorize the Corporation to indemnify any
director or officer of the Corporation against any liability to the
Corporation or to any holders of securities of the Corporation to
which he is subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the
conduct of his office. Any indemnification by the Corporation shall
be consistent with the requirements of law, including the Investment
Company Act of 1940.
(i) To the fullest extent permitted by Maryland statutory and
decisional law and the 1940 Act, as amended or interpreted, no
director or officer of the Corporation shall be personally liable to
the Corporation or its stockholders for money damages; provided,
however, that nothing herein shall be construed to protect any
director or officer of the Corporation against any liability to which
such director or officer would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office. No
amendment, modification or repeal of this Article VIII shall adversely
affect any right or protection of a director or officer that exists
at the time of such amendment, modification or repeal.
(j) In addition to the powers and authority hereinbefore,
hereinafter or by statute expressly conferred upon them, the Board of
Directors may exercise all such powers and do all such acts and things
as may be exercised or done by the Corporation, subject, nevertheless,
to the express provisions of the laws of Maryland, of the charter and
of the By-Laws of the Corporation.
(k) The Corporation reserves the right from time to time to make
any amendments of its charter which may now or hereafter be authorized
by law, including any amendments changing the terms or contract
rights, as expressly set forth in its charter, of any of its
outstanding stock by classification, reclassification or otherwise but
no such amendment which changes such terms or contract rights of any
of its outstanding stock shall be valid unless such amendment shall
have been authorized by not less than a majority of the aggregate
number of the votes entitled to be cast thereon, by a vote at a
meeting or in writing with or without a meeting.
(l) The Corporation shall not be required to hold an annual
meeting of shareholders in any year in which the laws of Maryland do
not require that such a meeting be held.
The enumeration and definition of particular powers of the Board
of Directors included in the foregoing shall in no way be limited or
restricted by reference to or inference from the terms of any other
clause of this or any other Article of the charter of the Corporation,
or construed as or deemed by inference or otherwise in any manner to
exclude or limit any powers conferred upon the Board of Directors
under the General Laws of the State of Maryland now or hereafter in
force.
IX.
DURATION OF THE CORPORATION
The duration of the Corporation shall be perpetual.
IN WITNESS WHEREOF, I have signed these Articles of
Incorporation, acknowledging the same to be my act, on January 26,
1990.
/s/ Isabelle V. Lindskoog
Isabelle V. Lindskoog
WITNESS:
/s/ Patrick F. Quan
Patrick F. Quan
