**Exhibit 3.2**

 

AMENDED BYLAWS

 

 

AS ADOPTED BY

 

 

BOARD OF DIRECTORS

LONGS DRUG STORES CORPORATION

 

 

November 18, 2003

 

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**Table of Contents**

 
|   | ARTICLE  I     | STOCKHOLDERS                                  |   |   |
|--------|----------------|-----------------------------------------------|--------|--------|
|   |           |                                          |   |   |
|   | Section 1.01.  | Annual Meeting                                |   |   |
|   | Section 1.02.  | Special Meeting                               |   |   |
|   | Section 1.03.  | Place of Meetings                             |   |   |
|   | Section  1.04. | Notice  of Meeting; Waiver of Notice          |   |   |
|   | Section 1.05.  | Quorum; Voting                                |   |   |
|   | Section 1.06.  | Adjournments                                  |   |   |
|   | Section  1.07. | General  Right to Vote; Proxies               |   |   |
|   | Section 1.08.  | List of Stockholders                          |   |   |
|   | Section 1.09.  | Nominations of  Directors                     |   |   |
|   | Section 1.10.  | Stockholder  Proposals                        |   |   |
|   | Section 1.11.  | Conduct of Voting                             |   |   |
|   | Section  1.12. | Informal  Action By Stockholders              |   |   |
|   | Section  1.13. | Voting  By Certain Holders of Stock           |   |   |
|   |           |                                          |   |   |
|   | ARTICLE  II    | BOARD  OF DIRECTORS                           |   |   |
|   |           |                                          |   |   |
|   | Section 2.01.  | Function of  Directors                        |   |   |
|   | Section 2.02.  | Number of Directors                           |   |   |
|   | Section 2.03.  | Vacancy on Board                              |   |   |
|   | Section 2.04.  | Chairman of the  Board                        |   |   |
|   | Section 2.05.  | Lead Director                                 |   |   |
|   | Section 2.06.  | Regular Meetings                              |   |   |
|   | Section 2.07.  | Special Meetings                              |   |   |
|   | Section 2.08.  | Notice of Meeting                             |   |   |
|   | Section 2.09.  | Action By Directors                           |   |   |
|   | Section  2.10. | Meeting  By Conference Telephone              |   |   |
|   | Section 2.11.  | Compensation                                  |   |   |
|   | Section  2.12. | Directors  Elected By Special Class or Series |   |   |
|   |           |                                          |   |   |
|   | ARTICLE III    | COMMITTEES                                    |   |   |
|   |           |                                          |   |   |
|   | Section 3.01.  | Committees                                    |   |   |
|   | Section 3.02.  | Executive Committee                           |   |   |
|   | Section 3.03.  | Committee Procedure                           |   |   |
|   | Section 3.04.  | Emergency Provisions                          |   |   |
|   |           |                                          |   |   |
|   | ARTICLE  IV    | OFFICERS                                      |   |   |
|   |           |                                          |   |   |
|   | Section  4.01. | Executive  and Other Officers                 |   |   |
|   | Section 4.02.  | Chief Executive  Officer                      |   |   |
|   | Section 4.03.  | Vice Chairman                                 |   |   |
|   | Section 4.04.  | President                                     |   |   |
|   | Section 4.05.  | Vice-Presidents                               |   |   |
|   | Section 4.06.  | Secretary                                     |   |   |
|   | Section  4.07. | Treasurer                                     |   |   |
|   |           |                                          |
|        |                |                                               |        |        |  |  |

 

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| Section  4.08. | Assistant  and Subordinate Officers      |   |
|----------------|------------------------------------------|--------|
| Section 4.09.  | Election, Tenure and Removal of Officers |   |
| Section 4.10.  | Compensation                             |   |
|           |                                     |   |
| ARTICLE  V     | STOCK                                    |   |
|           |                                     |   |
| Section 5.01.  | Certificates for Stock                   |   |
| Section 5.02.  | Transfers                                |   |
| Section 5.03.  | Record Date and Close of Transfer Books  |   |
| Section 5.04.  | Stock Ledger                             |   |
| Section 5.05.  | Lost Stock Certificates                  |   |
|           |                                     |   |
| ARTICLE  VI    | SUNDRY  PROVISIONS                       |   |
|           |                                     |   |
| Section 6.01.  | Fiscal Year                              |   |
| Section 6.02.  | Dividends                                |   |
| Section 6.03.  | Books and Records                        |   |
| Section 6.04.  | Corporate Seal                           |   |
| Section 6.05.  | Bonds                                    |   |
| Section 6.06.  | Voting Upon Shares in Other Corporations |   |
| Section 6.07.  | Mail                                     |   |
| Section 6.08.  | Execution of Documents                   |   |
| Section 6.09.  | Amendment                                |   |

 

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LONGS DRUG STORES CORPORATION

(a Maryland Corporation)

 

BYLAWS

 

ARTICLE I

 

STOCKHOLDERS

 

Section 1.01.          AnnualMeeting.  TheCorporation shall hold an annual meeting of its stockholders to elect directorsand transact any other business within its powers, either at 10:30 a.m. on thethird Tuesday of May in each year if not a legal holiday, or at such other timeon such other day falling in the month of May as shall be set by the Board ofDirectors. Except as the Charter or statute provides otherwise, any businessmay be considered at an annual meeting without the purpose of the meetinghaving been specified in the notice. Failure to hold an annual meeting does notinvalidate the Corporation’s existence or affect any otherwise valid corporateacts.

 

Section 1.02.          SpecialMeeting.  At anytime in the interval between annual meetings, a special meeting of thestockholders may be called by (a) the Chairman of the Board, (b) the ChiefExecutive Officer, (c) the President, (d) the Lead Director or (e)  amajority of the Board of Directors by vote at a meeting or in writing(addressed to the Secretary of the Corporation) with or without a meeting.  Special meetings of the stockholders shallbe called by the Secretary at the request of the stockholders only on thewritten request of stockholders entitled to cast at least a majority of all thevotes entitled to be cast at the meeting and then only as may be required bylaw.

 

Section 1.03.          Placeof Meetings. Meetings of stockholders shall be held at such place in the UnitedStates as is set from time to time by the Board of Directors.

 

Section 1.04.          Noticeof Meeting; Waiver of Notice.  Not less than ten nor more than 90 days before each stockholders’meeting, the Secretary shall give written notice of the meeting to eachstockholder entitled to vote at the meeting and each other stockholder entitledto notice of the meeting. The notice shall state the time and place of themeeting and, if the meeting is a special meeting or notice of the purpose isrequired by statute, the purpose of the meeting. Notice is given to astockholder when it is personally delivered to him, left at his residence orusual place of business, or mailed to him at his address as it appears on therecords of the Corporation. Notwithstanding the foregoing provisions, eachperson who is entitled to notice waives notice if he before or after themeeting signs a waiver of the notice which is filed with the records ofstockholders’ meetings, or is present at the meeting in person or by proxy.

 

Section 1.05.          Quorum;Voting.  Unlessstatute or the Charter provides otherwise, at a meeting of stockholders thepresence in person or by proxy of stockholders entitled to cast a majority ofall the votes, entitled to be cast at the meeting constitutes a quorum, and amajority of all the votes cast at a meeting at which a quorum is present issufficient to approve any matter which properly comes before the meeting.

 

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Section 1.06.          Adjournments.  Whether or not a quorum is present, ameeting of stockholders convened on the date for which it was called may beadjourned from time to time by the stockholders present in person or by proxyby a majority vote. Any business which might have been transacted at themeeting as originally notified may be deferred and transacted at any suchadjourned meeting at which a quorum shall be present. No further notice of anadjourned meeting other than by announcement shall be necessary if held on adate not more than 120 days after the original record date.

 

Section 1.07.          GeneralRight to Vote; Proxies. Unless the Charter provides for a greater or lesser number of votes pershare or limits or denies voting rights, each outstanding share of stock,regardless of class, is entitled to one vote on each matter submitted to a voteat a meeting of stockholders. In all elections for directors, each share ofstock may be voted for as many individuals as there are directors to be electedand for whose election the share is entitled to be voted. A stockholder mayvote the stock he owns of record either in person or by written proxy signed bythe stockholder or by his duly authorized attorney in fact. Unless a proxyprovides otherwise, it is not valid more than 11 months after its date.

 

Section 1.08.          Listof Stockholders. At each meeting of stockholders, a full, true and complete list of allstockholders entitled to vote at such meeting, showing the number and class ofshares held by each and certified by the transfer agent for such class or bythe Secretary, shall be furnished by the Secretary.

 

Section 1.09.          Nominationsof Directors.  Inaddition to any other requirements, only persons who are nominated inaccordance with the following procedures shall be eligible for election to theBoard of Directors of the Corporation. Nominations of persons for election tothe Board of Directors of the Corporation shall be made at a meeting ofstockholders at which directors are to be elected exclusively in accordancewith this Section. Nominations of persons for such elections shall be deemedproperly made if (i) set forth in proxy materials prepared for such a meetingby or at the direction of the Board of Directors, (ii) made by a stockholder atsuch a meeting at the direction of the Board of Directors, or (iii) made by astockholder at such a meetings (other than at the direction of the Board ofDirectors) if timely notice has been given to the Secretary of the Corporationat the principal executive offices of the Corporation of such intent to make anomination. To be timely, such stockholder’s notice must be received by theCorporation not less than 90 days prior to the stockholder meeting.

 

Such stockholder’s noticeshall set forth (a) as to each person whom the stockholder proposes to nominatefor election as a director, (i) the name, age, business address and residenceaddress of such person, (ii) the principal occupation or employment of theperson, (iii) the class and number of shares of the Corporation which arebeneficially owned by such person, if any, and (iv) any other informationrelating to such person which is required to be disclosed in solicitations forproxies for election of directors pursuant to Regulation 14A under the Securitiesand Exchange Act of 1934, as amended, or any successor act or Regulation; and(b) as to the stockholder giving the notice (i) the name and record address ofthe stockholder and (ii) the class and number of shares of the Corporationwhich are beneficially owned by the stockholder. The Corporation may requireany proposed nominee to furnish such other information as may be reasonablyrequired by the Corporation to determine the qualifications of such proposednominee to serve as a director of the Corporation.

 

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No person shall beeligible for election as a director of the Corporation unless nominated inaccordance with the procedures set forth in this Section 1.09. These proceduresshall not apply to the nomination of any persons entitled to be separatelyelected by holders of Preferred Stock. The chairman of a stockholder meetingmay, if the facts warrant, determine and declare to the meeting that anomination has not been made in accordance with the foregoing procedure andthat such defective nomination shall be disregarded.

 

Section 1.10.          StockholderProposals.  Inaddition to any other requirements, any motions, resolutions, or proposals bystockholders (hereinafter “proposals”) made at a meeting of stockholders shallbe exclusively in accordance with this Section. Proposals shall be deemedproperly made if (i) set forth in proxy materials prepared for such a meetingby or at the direction of the Board of Directors, (ii) made by a stockholder atsuch a meeting at the direction of the Board of Directors, or (iii) made by astockholder at such a meeting (other than at the direction of the Board ofDirectors) if timely notice has been given to the Secretary of the Corporationat the principal executive offices of the Corporation of such intent to makethe proposal. To be timely, such stockholder’s notice must be received by theCorporation not less than 90 days prior to the stockholder meeting.

 

Such stockholder’s noticeshall set forth a brief description of any proposal the stockholder intends tomake, the reasons for bringing such proposal before the meeting, the name andaddress of the stockholder, and the class and number of shares of theCorporation which are beneficially owned by the stockholder, and any materialinterest of the stockholder in the subject of the proposal.

 

No stockholder shall makea proposal at a stockholder meeting except in accordance with the proceduresset forth in this Section 1.10. The chairman of a stockholder meeting may determineand declare to the meeting that a proposal has not been made in accordance withthe foregoing procedure and that such defective proposal shall be disregarded.

 

Section 1.11.          Conductof Voting.  At allmeetings of stockholders, unless the voting is conducted by inspectors, theproxies and ballots shall be received, and all questions touching thequalification of voters and the validity of proxies and the acceptance orrejection of votes shall be decided, by the chairman of the meeting. If demandedby stockholders, present in person or by proxy, entitled to cast 10% in numberof votes entitled to be cast, or if ordered by the chairman of the meeting, thevote upon any election or question shall be taken by ballot and, upon likedemand or order, the voting shall be conducted by two inspectors, in whichevent the proxies and ballots shall be received, and all questions touching thequalification of voters and the validity of proxies and the acceptance orrejection of votes shall be decided by such inspectors. Unless so demanded orordered, no vote need be by ballot and voting need not be conducted byinspectors. The stockholders at any meeting may choose an inspector orinspectors to act at such meeting, and in default of such election the chairmanof the meeting may appoint an inspector or inspectors. No candidate forelection as a director at a meeting shall serve as an inspector thereat.

 

Section 1.12.          InformalAction By Stockholders. Any act required or permitted to be taken at a meeting of stockholdersmay be taken without a meeting if there is filed with the records ofstockholders meetings a unanimous written consent which sets forth the actionand is

 

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signed by each stockholder entitled to vote on thematter and a written waiver of any right to dissent signed by each stockholderentitled to notice of the meeting but not entitled to vote at it.

 

Section 1.13.          VotingBy Certain Holders of Stock.  Voting shall be subject to the following provisions:

 

(a)           Afiduciary may vote, either in person, or by proxy, stock registered in his nameas fiduciary. A fiduciary may vote, either in person or by proxy, stockregistered in the name of another person on proof of the fact that legal titleto the stock has devolved on him in a fiduciary capacity and that he isqualified to act in that capacity.

 

(b)           Astockholder of record who pledges his shares may vote them, but as between thepledgor and the pledgee, this subsection does not affect the validity of anyagreement between them as to the giving of proxies or the exercise of votingrights.

 

(c)           Ifstock is registered in the names of two or more persons, whether asfiduciaries, members of a partnership, joint tenants, tenants in common,tenants by the entirety, or otherwise, or if two or more persons have the samefiduciary relationship with respect to the same stock, unless the Secretary ofthe Corporation is given written notice to the contrary and is furnished with acopy of the instrument or order which so provides, their acts with respect tovoting have the following effects:

 

(1)           Ifonly one votes, his vote binds all, and if more than one vote, the vote of themajority binds all.

 

(2)           Ifmore than one vote and the vote is evenly split on any particular matter, then(i) each faction may vote the stock in question proportionately unlessotherwise provided by court order; or (ii) any person voting the stock or anybeneficiary may apply to a court of competent jurisdiction to appoint anadditional person to act with the persons voting the stock and the stock shallthen be voted as determined by a majority of those persons and the personappointed by the court.

 

(d)           Sharesstanding in the name of another corporation, domestic or foreign, may be votedby such officer, agent or proxyholder as the Bylaws of such other corporationmay prescribe or, in the absence of such provision, by such officer, agent orproxyholder as the Board of Directors of such other corporation may determine;or, in the absence of such determination, by the Chairman of the Board,President or any Vice-President of such other corporation, or by any otherperson or proxyholder authorized to do so by the Board, President or anyVice-President of such other corporation. Whenever the authority of a personvoting shares standing in the name of another corporation is based upon aBy-law determination of the Board of Directors, or authorization of the Boardof Directors, President or Vice- President of the other corporation, the personseeking to vote said shares may first be required to file with the chairman ofthe meeting, or with the inspectors if the voting be conducted by inspectors acopy of the Bylaws, Board of Directors’ determination or authorization of theBoard of Directors, President or Vice-President of the other corporation,certified to be true, complete, and effective by the Secretary or an AssistantSecretary of the other corporation, and sealed with the

 

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corporate seal of that corporation. Shares which arepurported to be voted or any proxy purported to be executed in the name ofanother corporation (whether or not any title of the person so voting orexecuting the proxy is indicated) may be presumed to be voted or the proxyexecuted in accordance with the provisions of this subdivision, in thediscretion of the chairman of the meeting, or of the inspectors if the votingbe conducted by inspectors.

 

(e)           Sharesof a corporation’s own stock owned directly or indirectly by it may not bevoted at any meeting and may not be counted in determining the total number ofoutstanding shares entitled to be voted at any given time unless they are heldby it in a fiduciary capacity, in which case they may be voted and shall becounted in determining the total number of outstanding shares at any giventime.

 

ARTICLE II

 

BOARD OF DIRECTORS

 

Section 2.01.          Functionof Directors.  Thebusiness and affairs of the Corporation shall be managed under the direction ofits Board of Directors. All powers of the Corporation may be exercised by orunder authority of the Board of Directors, except as conferred on or reservedto the stockholders by statute or by the Charter or Bylaws.

 

Section 2.02.          Numberof Directors.  TheCorporation shall have at least three directors; provided that, if there is notstock outstanding, the number of Directors may be less than three but not lessthan one, and, if there is stock outstanding and so long as there are less thanthree stockholders, the number of Directors may be less than three but not lessthan the number of stockholders. The Corporation shall have the number ofdirectors provided in the Charter until changed as herein provided. A majorityof the entire Board of Directors may alter the number of directors set by theCharter to not exceeding 15 nor less than the minimum number then permittedherein, but the action may not affect the tenure of office of any director.

 

Beginning with theelection of directors in 1985, the Board of Directors shall be divided intothree classes, Class I, Class II and Class III. Each such class shall consist,as nearly as possible, of one-third of the total number of directors, and anyremaining directors shall be included within such class or classes as the Boardof Directors shall designate. At the annual meeting of stockholders in 1985,Class I directors shall be elected for a one-year term, Class II directors fora two-year term, and Class III directors for a three-year term. At eachsucceeding annual meeting of stockholders beginning in 1986, successors to theclass of directors whose term expires at that annual meeting shall be electedfor a three-year term. If the number of directors is changed, any increase ordecrease shall be apportioned among the classes so as to maintain the number ofdirectors in each class as nearly equal as possible. A director shall holdoffice, subject to removal, death, resignation, retirement or disqualification,until the annual meeting for the year in which his term expires and until hissuccessor shall be elected and qualify. The provisions of this Section 2.02shall not apply to directors governed by Section 2.12 of this Article II.

 

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Section 2.03.          Vacancyon Board.  Thestockholders may elect a successor to fill a vacancy on the Board of Directorswhich results from the removal of a director. A director elected by thestockholders to fill a vacancy which results from the removal of a directorserves for the balance of the term of the removed director. A majority of theremaining directors, whether or not sufficient to constitute a quorum, may filla vacancy on the Board of Directors which results from any cause except anincrease in the number of directors and a majority of the entire Board ofDirectors may fill a vacancy which results from an increase in the number ofdirectors. A director elected by the Board of Directors to fill a vacancyserves until the next annual meeting of stockholders and until his successor iselected and qualifies. The provisions of this Section shall not apply todirectors governed by Section 2.12 of this Article II.

 

Section 2.04.          Chairmanof the Board.  TheChairman of the Board of Directors shall be chosen from among the directors.The Chairman of the Board shall be the chairman of all meetings of thestockholders at which he shall be present and, at all meetings of the Board ofDirectors at which he shall be present, except as may be required underapplicable law or by resolution of the Board of Directors.  The Chairman shall also perform such otherduties as may be assigned to the Chairman by these Bylaws or the Board ofDirectors.

 

Section 2.05.          LeadDirector.  If atany time the Chairman of the Board shall be an executive officer or formerexecutive officer of the Corporation or for any reason shall not be anindependent director, a Lead Director shall be selected by the independentdirectors from among the directors who are not executive officers or formerexecutive officers of the Corporation and are otherwise independent.  If the Chairman of the Board of Directors isnot present, the Lead Director shall chair meetings of the Board of Directorsand the Executive Committee.  The LeadDirector shall also perform such other duties as may be assigned to the LeadDirector by these Bylaws or the Board of Directors.

 

Section 2.06.          RegularMeetings.  Aftereach annual meeting of stockholders, the Board of Directors shall meet as soonas practicable for the purpose of organization and the transaction of otherbusiness. In addition, the Board of Directors shall meet on the fourth Tuesdayof February and on the third Tuesday of August and November of each year at1:30 p.m. of each of said days at the principal offices of the Corporation,unless the Board of Directors sets such regular meeting at a different place,date, or time, in which case notice shall be given to each director pursuant toSection 2.08.

 

Regular meetings shall beheld at any place within or without the State which has been designated bythese Bylaws or from time to time by resolution of the Board. The first regularmeeting shall be held after each annual meeting of stockholders. No notice ofsuch first meeting, or of any regular meeting, shall be necessary if held asprovided herein.

 

Section 2.07.          SpecialMeetings.  Specialmeetings of the Board of Directors may be called at any time by (a) theChairman of the Board, (b) the Chief Executive Officer, (c) the President, (d)the Lead Director or (e) a majority of the then-acting directors.  A special meeting of the Board of Directorsshall be held on such date and at any place as may be designated from time totime by the Board of Directors. In the absence of designation such meetingshall be held at such place as may be designated in the call.

 

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Section 2.08.          Noticeof Meeting. Except as provided in Section 2.06, the Secretary shall give notice toeach director of each meeting of the Board of Directors. The notice shall statethe time and place of the meeting. Notice is given to a director when it isdelivered personally to him, left at his residence or usual place of business,or sent by facsimile or telephone, at least 24 hours before the time of themeeting or, in the alternative by mail to his address as it shall appear on therecords of the Corporation, at least 72 hours before the time of the meeting.Unless the Bylaws or a resolution of the Board of Directors provides otherwise,the notice need not state the business to be transacted at or the purposes ofany meeting of the Board of Directors. No notice of any meeting of the Board ofDirectors need be given to any director who attends, or to any director who, inwriting executed and filed with the records of the meeting either before orafter the holding thereof, waives such notice. Any meeting of the Board ofDirectors, regular or special, may adjourn from time to time to reconvene atthe same or some other place, and no notice need be given of any such adjournedmeeting other than by announcement.

 

Section 2.09.          ActionBy Directors. Unless statute or the Charter or Bylaws requires a greater proportion,the action of a majority of the directors present at a meeting at which aquorum is present is action of the Board of Directors. A majority of the entireBoard of Directors shall constitute a quorum for the transaction of business.In the absence of a quorum, the directors present by majority vote and withoutnotice other than by announcement may adjourn the meeting from time to timeuntil a quorum shall attend. At any such adjourned meeting at which a quorumshall be present, any business may be transacted which might have beentransacted at the meeting as originally notified. Any action required orpermitted to be taken at a meeting of the Board of Directors may be takenwithout a meeting, if a unanimous written consent which sets forth the actionis signed by each member of the Board and filed with the minutes of proceedingsof the Board.

 

Section 2.10.          MeetingBy Conference Telephone. Members of the Board of Directors may participate in a meeting by meansof a conference telephone or similar communications equipment if all personsparticipating in the meeting can hear each other at the same time.Participation in a meeting by these means constitutes presence in person at ameeting.

 

Section 2.11.          Compensation.  By resolution of the Board of Directors, afixed sum and expenses, if any, for attendance at each regular or specialmeeting of the Board of Directors or of committees thereof, and othercompensation for their services as such or on committees of the Board ofDirectors, may be paid to directors.

 

Section 2.12.          DirectorsElected By Special Class or Series.  To the extent that any holders of any classor series of stock other than Common Stock issued by the Corporation shall havethe separate right, voting as a class or series, to elect directors, thedirectors elected by such class or series shall be deemed to constitute anadditional class of directors and shall have a term of office for one year orsuch other period as may be designated by the provisions of such class orseries providing such separate voting right to the holders of such class orseries of stock, and any such class of directors shall be in addition to theclasses referred to in Section 2.02 of this Article II. Any directors soelected shall be subject to removal in such manner as may be provided by law orby the Charter of this Corporation. The provisions of Sections 2.02 and 2.03 ofthis Article II do not apply to directors governed by this Section 2.12.

 

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ARTICLE III

 

COMMITTEES

 

Section 3.01.          Committees.  The Board of Directors shall have thefollowing standing committees: an Audit and Finance Committee, a CompensationCommittee, and a Governance and Nominating Committee, together with such othercommittees as the Board of Directors shall determine. Each such committee shallbe composed of one or more directors and shall exercise such powers of theBoard of Directors as may be provided in the charter and/or resolutionestablished for such committee, except for the power to declare dividends onstock, elect directors, issue stock other than as provided in the nextsentence, recommend to the stockholders any action which requires stockholderapproval, amend the Bylaws, or approve any merger or share exchange which doesnot require stockholder approval. If the Board of Directors has given generalauthorization for the issuance of stock, a committee of the Board, inaccordance with that general authorization or any stock option or other plan orprogram adopted by the Board of Directors, may fix the terms of stock subjectto classification or reclassification and the terms on which any stock may beissued, including all terms and conditions required or permitted to beestablished or authorized by the Board of Directors.

 

Section 3.02.          ExecutiveCommittee.  TheBoard of Directors may by resolution establish an Executive Committee of theBoard, which, unless otherwise determined by the Board, shall be comprised ofthe Chairman of the Board, the Chairpersons of each of the standing committees,and the Lead Director. The Executive Committee may, but shall not be requiredto, exercise all of the powers of the Board of Directors, except for the powerto declare dividends on stock, elect directors, issue stock (other than asprovided in Section 3.01), recommend to the stockholders any action whichrequires stockholder approval, amend the Bylaws, or approve any merger or shareexchange which does not require stockholder approval, in such circumstanceswhere it is impracticable to convene a meeting of the full Board of Directors.Unless otherwise determined by the Board, the Chairman of the Board shall bethe Chairperson of the Executive Committee.

 

Section 3.03.          CommitteeProcedure.  TheBoard of Directors shall have the power to prescribe the manner in whichproceedings of each committee shall be held. Unless the Board of Directorsshall otherwise provide, the actions of each committee shall be governed by thefollowing rules of procedure: A majority of the members of a committee shallconstitute a quorum for the transaction of business and the act of a majorityof those present at a meeting at which a quorum is present shall be the act ofthe committee. Each committee may provide for the holding of regular meetings.Special meetings may be called at any time by the Chairperson of a committee orby a majority of its members. Any action required or permitted to be taken at ameeting of a committee may be taken without meeting, if a unanimous writtenconsent which sets forth the action is signed by each member of the committeeand filed with the minutes of the committee. The members of a committee mayconduct any meeting thereof by conference telephone in accordance with theprovisions of Section 2.10. In the absence of any prescription by the Board ofDirectors or any applicable provision of the Bylaws, each committee mayprescribe the manner in which its proceedings shall be conducted.

 

Section 3.04.          EmergencyProvisions.  Theprovisions of this Section shall be operative only during a national emergencydeclared by the President of the United States or the person

 

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performing the President’s functions, or in the eventof a nuclear, atomic, or other attack on the United States or a disaster makingit impossible or impracticable for the Corporation to conduct its businesswithout recourse to the provisions of this Section. Said provisions in suchevent shall override all other Bylaws of the Corporation in conflict with anyprovisions of this Section, and shall remain operative so long as it remainsimpossible or impracticable to continue the business of the Corporationotherwise, but thereafter shall be inoperative; provided that all actions takenin good faith pursuant to such provisions shall thereafter remain in full forceand effect unless and until revoked by action taken pursuant to the provisionsof the Bylaws other than those contained in this Section.

 

(a)           UnavailableDirectors.  All Directors of theCorporation who are not available to perform their duties as Directors byreason of physical or mental incapacity, or for any other reason, or who areunwilling to perform their duties, or whose whereabouts are unknown shallautomatically cease to be Directors, with like effect as if such persons hadresigned as Directors, so long as such unavailability continues.

 

(b)           AuthorizedNumber of Directors.  The authorizednumber of Directors shall be the number of Directors remaining after eliminatingthose who have ceased to be Directors pursuant to Subsection (a) or the minimumnumber required by law, whichever number is greater.

 

(c)           Quorum.  The number of Directors necessary toconstitute a quorum shall be one-third, (1/3) of the authorized number ofDirectors as specified in the foregoing Subsection, or such other minimumnumber as, pursuant to the law or lawful decree then in force, it is possiblefor the Bylaws of a corporation to specify.

 

(d)           Creationof Emergency Committee.  In the eventthe number of Directors remaining after eliminating those who have ceased to beDirectors pursuant to Subsection (a) is less than the minimum number ofauthorized Directors required by law, then until the appointment of additionalDirectors to make up such required minimum, all the powers and authoritieswhich the Board could by law delegate, including all powers and authoritieswhich the Board could delegate to a committee, shall be automatically vested inan emergency committee, and the emergency committee shall thereafter manage theaffairs of the Corporation, pursuant to such powers and authorities, and shallhave all such other powers and authorities as may by law or lawful decree beconferred on any person or body of persons during a period of emergency.

 

(e)           Constitutionof Emergency Committee.  Theemergency committee shall consist of all the Directors remaining aftereliminating those who have ceased to be Directors pursuant to Subsection (a),provided that such remaining Directors are not less than three (3) in number.In the event such remaining Directors are less than three (3) in number, theemergency committee shall consist of three (3) persons, who shall be theremaining Director or Directors and either one (1) or two (2) officers or employeesof the Corporation, as the remaining Director or Directors may in writingdesignate. If there is no remaining Director, the emergency committee shallconsist of the three (3) most senior officers of the Corporation who areavailable to serve, and if to the extent that officers are not available, themost senior employees of the Corporation. Seniority shall be

 

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determinedin accordance with any designation of seniority in the minutes of theproceedings of the Board, and in the absence of such designation, shall bedetermined by rate of remuneration. In the event that there are no remainingDirectors and no officers or employees of the Corporation available, theemergency committee shall consist of three (3) persons designated in writing bystockholders owning twenty percent (20%) or more of the shares of record as ofthe date of the last record date.

 

(f)            Powersof Emergency Committee.  Theemergency committee, once appointed, shall govern its own procedures and shallhave power to increase the number of members thereof beyond the originalnumber, and in the event of a vacancy or vacancies therein, arising at anytime, the remaining member or members of the emergency committee shall have thepower to fill such vacancy or vacancies. In the event at any time after itsappointment, all members of the emergency committee shall die or resign orbecome unavailable to act for any reason whatsoever, a new emergency committeeshall be appointed in accordance with the foregoing provisions of this Section.

 

(g)           DirectorsBecoming Available.  Any person whohas ceased to be a Director pursuant to the provisions of Subsection (a) andwho thereafter becomes available to serve as a Director shall automaticallybecome a member of the emergency committee.

 

(h)           Electionof Board of Directors.  Theemergency committee shall, as soon after its appointment as is practicable,take all requisite action to secure the election of a Board of Directors, andupon such election all the powers and authorities of the emergency committeeshall cease.

 

(i)            Terminationof Emergency Committee.  In theevent, after the appointment of an emergency committee, a sufficient number ofpersons who ceased to be Directors pursuant to Section 2 become available toserve as Directors, so that if they had not ceased to be Directors asaforesaid, there would be enough Directors to constitute the minimum number ofDirectors required by law, then all persons shall automatically be deemed to bereappointed as Directors and the powers and authorities of the emergencycommittee shall be at an end.

 

ARTICLE IV

 

OFFICERS

 

Section 4.01.          Executiveand Other Officers. The Corporation shall have a President, a Secretary, and a Treasurer whoshall be the executive officers of the Corporation. The Board of Directors maydesignate who shall serve as Chief Executive Officer, having generalsupervision of the business and affairs of the Corporation, or as ChiefOperating Officer, having supervision of the operations of the Corporation; inthe absence of designation the President shall serve as Chief ExecutiveOfficer.  It may also have a ViceChairman and one or more Vice-Presidents, assistant officers, and subordinateofficers as may be established by the Board of Directors. A person may holdmore than one office in the Corporation but may not serve concurrently as bothPresident and Vice-President of the Corporation. The officers may be directors.

 

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Section 4.02.          ChiefExecutive Officer. The Chief Executive Officer, if one be designated, shall have thegeneral and active management and supervision of the business of theCorporation. The Chief Executive Officer, if a member of the Board of Directors,shall (i) in the absence of the Chairman of the Board, preside at meetings ofthe stockholders at which he shall be present and (ii) in the absence of boththe Lead Director and the Chairman of the Board, preside at meetings of theBoard of Directors at which he shall be present; he may sign and execute, inthe name of the Corporation, all authorized deeds, mortgages, bonds, contractsor other instruments, except in cases in which the signing and executionthereof shall have been delegated to some other officer or agent of the Corporation;unless the Board provides to the contrary when appointing any committee; and,in general, he shall perform all duties usually performed by a Chief ExecutiveOfficer of a corporation and such other duties as are from time to timeassigned to him by the Board of Directors.

 

Section 4.03.          ViceChairman.  TheVice Chairman, if one be designated, shall perform such duties as are from timeto time assigned to him by the Board of Directors.

 

Section 4.04.          President.  The President, if a member of the Board ofDirectors, shall (i) in the absence of the Chairman of the Board, the LeadDirector, the Chief Executive Officer and the Vice Chairman, if any, preside atmeetings of stockholders at which he shall be present and (ii) in the absenceof the Chairman of the Board, the Lead Director, the Chief Executive Officer,and the Vice Chairman, if any, preside at meetings of the Board of Directors atwhich he shall be present.  Except incases in which the signing and execution of certain documents and instrumentshave been delegated to some other officer or agent of the Corporation, thePresident may sign and execute, in the name of the Corporation, all authorizeddeeds, mortgages, bonds, contracts and other instruments. The President shallperform all duties usually performed by a President of a corporation and suchother duties as are from time to time assigned to him by the Board of Directorsand the Chief Executive Officer. The President, at the request of the ChiefExecutive Officer, or in the Chief Executive Officer’s absence or during hisinability to act, shall perform the duties and exercise the functions of theChief Executive Officer, and when so acting, shall have the powers of the ChiefExecutive Officer.

 

Section 4.05.          Vice-Presidents.  The Vice-President or Vice- Presidents, atthe request of the President, or in the President’s absence or during hisinability to act, shall perform the duties and exercise the functions of thePresident, and when so acting shall have the powers of the President. If therebe more than one Vice-President, the Board of Directors may determine which oneor more of the Vice-Presidents shall perform any of such duties or exercise anyof said functions, or if such determination is not made by the Board ofDirectors, the Chief Executive Officer may make such determination; otherwiseany of the Vice-Presidents may perform. any of such duties or exercise any ofsuch functions. The Vice-President or Vice-Presidents shall have such otherpowers and perform such other duties, and have such additional descriptivedesignations in their titles (if any), as are from time to time assigned tothem by the Board of Directors or the Chief Executive Officer.

 

Section 4.06.          Secretary.  The Secretary shall keep the minutes of themeetings of the stockholders, of the Board of Directors and of any committees,in books provided for the purpose; he shall see that all notices are duly givenin accordance with provisions of the Bylaws or as required by law; he shall becustodian of the records of the Corporation; except where

 

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delegated to some other officer or agent of theCorporation, he may witness any document on behalf of the Corporation, theexecution of which is duly authorized, see that the corporate seal is affixedwhere such document is required or desired to be under its seal, and, when soaffixed, may attest the same; and, in general, he shall perform all dutiesincident to the office of a secretary of a corporation, and such other duties asare from time to time assigned to him by the Board of Directors or the ChiefExecutive Officer.

 

Section 4.07.          Treasurer.  The Treasurer shall have charge of and beresponsible for all funds, securities, receipts and disbursements of theCorporation, and shall deposit, or cause to be deposited, in the name of theCorporation, all moneys or other valuable effects in such banks, trustcompanies or other depositories as shall, from time to time, be selected by theBoard of Directors; he shall render to the Chief Executive Officer and to theBoard of Directors, whenever requested, an account of the financial conditionof the Corporation; and, in general, he shall perform all the duties incidentto the office of a treasurer of a corporation, and such other duties as arefrom time to time assigned to him by, the Board of Directors or the ChiefExecutive Officer.

 

Section 4.08.          Assistantand Subordinate Officers.  The assistant and subordinate officers of the Corporation are allofficers below the office of Vice-President, Secretary, or Treasurer. Theassistant or subordinate officers shall have such duties as are from time totime assigned to them by the Board of Directors or the Chief Executive Officer.

 

Section 4.09.          Election,Tenure and Removal of Officers.  TheBoard of Directors shall elect the officers. The Board of Directors may fromtime to time authorize any committee or officer to appoint assistant andsubordinate officers. All officers shall be appointed to hold their offices,respectively, during the pleasure of the Board. The Board of Directors (or anycommittee or officer authorized by the Board) may remove an officer at anytime. The Board of Directors (or, as to any assistant or subordinate officer,any committee or officer authorized by the Board) may fill a vacancy whichoccurs in any office for the unexpired portion of the term.

 

Section 4.10.          Compensation.  The Board of Directors shall have power tofix the salaries and other compensation and remuneration, of whatever kind, ofall officers of the Corporation. It may authorize any committee or officer, tofix the salaries, compensation and remuneration of any subordinate officer.

 

ARTICLE V

 

STOCK

 

Section 5.01.          Certificatesfor Stock.  Each stockholder isentitled to certificates which represent and certify the shares of stock heholds in the Corporation. Each stock certificate shall include on its face thename of the corporation that issues it, the name of the stockholder or otherperson to whom it is issued, and the class of stock and number of shares itrepresents. It shall be in such form, not inconsistent with law or with theCharter, as shall be approved by the Board of Directors or any officer orofficers designated for such purpose by resolution of the Board of Directors.Each stock certificate shall be signed by the Chief Executive Officer, thePresident or a Vice-President, and countersigned by the Secretary, an AssistantSecretary, the Treasurer, or an

 

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Assistant Treasurer. Each certificate may be sealedwith the actual corporate seal or a facsimile of it or in any other form andthe signatures may be either manual or facsimile signatures. A certificate isvalid and may be issued whether or not an officer who signed it is still anofficer when it is issued.

 

Section 5.02.          Transfers.  The Board of Directors shall have power andauthority to make such rules and regulations as it may deem expedientconcerning the, issue, transfer and registration of certificates of stock; andmay appoint transfer agents and registrars thereof. The duties of transferagent and registrar may be combined.

 

Section 5.03.          RecordDate and Close of Transfer Books. The Board of Directors may set a record date or direct that the stocktransfer books be closed for a stated period for the purpose of making anyproper determination with respect to stockholders, including which stockholdersare entitled to notice of a meeting, vote at a meeting, receive a dividend, orbe allotted other rights. The record date may not be more than 90 days beforethe date on which the action requiring the determination will be taken; thetransfer books may not be closed for a period longer than 20 days; and, in thecase of a meeting of stockholders, the record date or the closing of the transferbooks shall be at least ten days before the date of the meeting.

 

Section 5.04.          StockLedger.  The Corporation shallmaintain a stock ledger which contains the name and address of each stockholderand the number of shares of stock of each class which the stockholder holds.The stock ledger may be in written form or in any other form which can beconverted within a reasonable time into written form for visual inspection. Theoriginal or a duplicate of the stock ledger shall be kept at the offices of a transferagent for the particular class of stock, or, if none, at the principal officein the State of Maryland or the principal executive offices of the Corporation.

 

Section 5.05.          LostStock Certificates.  The Board ofDirectors of the Corporation may determine the conditions for issuing a newstock certificate in place of one which is alleged to have been lost, stolen,or destroyed, or the Board of Directors may delegate such power to any officeror officers of the Corporation. In their discretion, the Board of Directors orsuch officer or officers may refuse to issue such new certificate save upon theorder of some court having jurisdiction in the premises.

 

ARTICLE VI

 

SUNDRY PROVISIONS

 

Section 6.01.          FiscalYear.  The fiscal year of theCorporation shall be the twelve calendar months period commencing on the lastFriday in the month of January in each year, and ending on the last Thursday inthe month of January in the immediately succeeding year, unless otherwiseprovided by the Board of Directors.

 

Section 6.02.          Dividends.  If declared by the Board of Directors at anymeeting thereof, the Corporation may pay dividends on its shares in cash,property, or in shares of the capital stock of the Corporation, unless suchdividend is contrary to law or to a restriction contained in the Charter.

 

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Section 6.03.          Booksand Records.  The Corporation shallkeep correct and complete books and records of its accounts and transactionsand minutes of the proceedings of its stockholders and Board of Directors andof any executive or other committee when exercising any of the powers of theBoard of Directors. The books and records of a Corporation may be in writtenform or in any other form which can be converted within a reasonable time intowritten form for visual inspection. Minutes shall be recorded in written formbut may be maintained in the form of a reproduction. The original or acertified copy of the Bylaws shall be kept at the principal office of theCorporation.

 

Section 6.04.          CorporateSeal.  The Board of Directors shallprovide a suitable seal, bearing the name of the Corporation, which shall be inthe charge of the Secretary. The Board of Directors may authorize one or moreduplicate seals and provide for the custody thereof. If the Corporation isrequired to place its corporate seal to a document, it is sufficient to meetthe requirement of any law, rule, or regulation relating to a corporate seal toplace the word “Seal” adjacent to the signature of the person authorized tosign the document on behalf of the Corporation.

 

Section 6.05.          Bonds.  The Board of Directors may require anyofficer, agent or employee of the Corporation to give a bond to theCorporation, conditioned upon the faithful discharge of his duties, with one ormore sureties and in such amount as may be satisfactory to the Board ofDirectors.

 

Section 6.06.          VotingUpon Shares in Other Corporations. Stock of other corporations or associations, registered in the name ofthe Corporation, may be voted by the President; provided, however, that if theBoard of Directors has designated a Chief Executive Officer who is not thePresident, that officer and not the President, may vote such stock. A proxyappointed by the officer having the authority to vote such stock may also votesuch stock, or a proxy appointed by any of them. The Board of Directors,however, may by resolution appoint some other person to vote such shares, inwhich case each person shall be entitled to vote such shares upon the productionof a certified copy of such resolution.

 

Section 6.07.          Mail.  Any notice or other document which isrequired by these Bylaws to be mailed shall be deposited in the United Statesmails, postage prepaid.

 

Section 6.08.          Executionof Documents.  A person who holdsmore than one office in the Corporation may not act in more than one capacityto execute, acknowledge, or verify an instrument required by law to beexecuted, acknowledged, or verified by more than one officer.

 

Section 6.09.          Amendment.  These Bylaws may be altered, amended, orrepealed and new bylaws may be adopted to the extent and as provided in theCharter of the Corporation.

 

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