EX-4.2



 






Exhibit 4.2




PHH CORPORATION




BY-LAWS




(As Amended and Restated through January ___, 2005)




ARTICLE I.




STOCKHOLDERS




SECTION
1.01. Annual Meeting. The Corporation
shall hold an annual meeting of its stockholders to elect directors and transact any other business
within its powers, either at 10:00 a.m. on the third Monday of April in each year if not a legal
holiday, or at such other time on such other day falling on or before the 30th day thereafter as
shall be set by the Board of Directors; provided that the annual
meeting for 2005 was held on January 14, 2005 and the next succeeding
annual meeting will take place pursuant to this Section 1.01.
Except as the Charter or statute provides otherwise, any
business may be considered at an annual meeting without the purpose of the meeting having been
specified in the notice. Failure to hold an annual meeting does not invalidate the Corporation’s
existence or affect any otherwise valid corporate acts.



SECTION 1.02. Special Meeting. (a) At any time in the interval between annual meetings, a
special meeting of the stockholders may be called by the Chairman of the Board or the President or
by a majority 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. Subject to subsection (b) of this Section
1.02, special meetings of the stockholders shall be called by the Secretary at the request of
stockholders only on the written request of stockholders entitled to cast at least a majority of
all the votes entitled to be cast at the meeting. The Board of Directors shall have sole power to
fix the date and time of the special meeting. No business may be acted upon at a special meeting
other than that provided for in the notice of meeting as required by Section 1.04.



(b)(1) Any stockholder of record seeking to have stockholders request a special meeting
shall, by sending written notice to the secretary (the “Record Date Request Notice”) by registered
mail, return receipt requested, request the Board of Directors to fix a record date to determine
the stockholders entitled to request a special meeting (the “Request Record Date”). The Record Date
Request Notice shall set forth the purpose of the meeting and the matters proposed to be acted on
at it, shall be signed by one or more stockholders of record as of the date of signature (or their
agents duly authorized in writing), shall bear the date of signature of each such stockholder (or
such agent) and shall set forth all information relating to each such stockholder that must be
disclosed in solicitations of proxies for election of directors in an election contest (even if an
election contest is not involved), or is otherwise required, in each case pursuant to Regulation
14A (or any successor provision) under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). Upon receiving the Record Date Request Notice, the Board of Directors may fix a
Request Record Date. The Request Record Date shall not precede and shall not be more than ten days
after the close of business on the date on which the resolution fixing the Request



 









 




Record Date is adopted by the Board of Directors. If the Board of Directors, within ten days
after the date on which a valid Record Date Request Notice is received, fails to adopt a resolution
fixing the Request Record Date, the Request Record Date shall be the close of business on the tenth
day after the first date on which the Record Date Request Notice is received by the secretary.




(2) In order for any stockholder to request a special meeting, one or more written requests
for a special meeting signed by stockholders of record (or their agents duly authorized in writing)
as of the Request Record Date entitled to cast not less than a majority (the “Special Meeting
Percentage”) of all of the votes entitled to be cast at such meeting (the “Special Meeting
Request”) shall be delivered to the secretary. In addition, the Special Meeting Request shall set
forth the purpose of the meeting and the matters proposed to be acted on at it (which shall be
limited to those lawful matters set forth in the Record Date Request Notice received by the
secretary), shall bear the date of signature of each such stockholder (or such agent) signing the
Special Meeting Request, shall set forth the name and address, as they appear in the Corporation’s
books, of each stockholder signing such request (or on whose behalf the Special Meeting Request is
signed), the class, series and number of all shares of stock of the Corporation which are owned by
each such stockholder, and the nominee holder for, and number of, shares owned by such stockholder
beneficially but not of record, shall be sent to the secretary by registered mail, return receipt
requested, and shall be received by the secretary within 60 days after the Request Record Date. Any
requesting stockholder may revoke his, her or its request for a special meeting at any time by
written revocation delivered to the secretary.



(3) The secretary shall inform the requesting stockholders of the reasonably estimated cost
of preparing and mailing the notice of meeting (including the Corporation’s proxy materials). The
secretary shall not be required to call a special meeting upon stockholder request and such meeting
shall not be held unless, in addition to the documents required by paragraph (2) of this Section
1.02(b), the secretary receives payment of such reasonably estimated cost prior to the mailing of
any notice of the meeting.



(4) Except as provided in the next sentence, any special meeting shall be held at such place,
date and time as may be designated by the chairman of the board, chief executive officer, president
or Board of Directors, whoever has called the meeting. In the case of any special meeting called
by the secretary upon the request of stockholders (a “Stockholder Requested Meeting”), such meeting
shall be held at such place, date and time as may be designated by the Board of Directors;
provided, however, that the date of any Stockholder Requested Meeting shall be not more than 90
days after the record date for such meeting (the “Meeting Record Date”); and provided further that
if the Board of Directors fails to designate, within ten days after the date that a valid Special
Meeting Request is actually received by the secretary (the “Delivery Date”), a date and time for a
Stockholder Requested Meeting, then such meeting shall be held at 2:00 p.m. local time on the 90th
day after the Meeting Record Date or, if such 90th day is not a Business Day (as defined below), on
the first preceding Business Day; and provided further that in the event that the Board of
Directors fails to designate a place for a Stockholder Requested Meeting within ten days after the
Delivery Date, then such meeting shall be held at the principal



2









 




executive office of the Corporation. In fixing a date for any special meeting, the chairman
of the board, chief executive officer, president or Board of Directors may consider such factors as
he, she or it deems relevant within the good faith exercise of business judgment, including,
without limitation, the nature of the matters to be considered, the facts and circumstances
surrounding any request for the meeting and any plan of the Board of Directors to call an annual
meeting or a special meeting. In the case of any Stockholder Requested Meeting, if the Board of
Directors fails to fix a Meeting Record Date that is a date within 30 days after the Delivery Date,
then the close of business on the 30th day after the Delivery Date shall be the Meeting Record
Date. The Board of Directors may revoke the notice for any Stockholder Requested Meeting in the
event that the requesting stockholders fail to comply with the provisions of paragraph (3) of this
Section 1.02(b).




(5) If written revocations of requests for the special meeting have been delivered to the
secretary and the result is that stockholders of record (or their agents duly authorized in
writing), as of the Request Record Date, entitled to cast less than the Special Meeting Percentage
have delivered, and not revoked, requests for a special meeting to the secretary, the secretary
shall: (i) if the notice of meeting has not already been mailed, refrain from mailing the notice of
the meeting and send to all requesting stockholders who have not revoked such requests written
notice of any revocation of a request for the special meeting, or (ii) if the notice of meeting has
been mailed and if the secretary first sends to all requesting stockholders who have not revoked
requests for a special meeting written notice of any revocation of a request for the special
meeting and written notice of the secretary’s intention to revoke the notice of the meeting, revoke
the notice of the meeting at any time before ten days before the commencement of the meeting. Any
request for a special meeting received after a revocation by the secretary of a notice of a meeting
shall be considered a request for a new special meeting.



(6) The chairman of the board, chief executive officer, president or Board of Directors may
appoint regionally or nationally recognized independent inspectors of elections to act as the agent
of the Corporation for the purpose of promptly performing a ministerial review of the validity of
any purported Special Meeting Request received by the secretary. For the purpose of permitting the
inspectors to perform such review, no such purported request shall be deemed to have been delivered
to the secretary until the earlier of (i) five Business Days after receipt by the secretary of such
purported request and (ii) such date as the independent inspectors certify to the Corporation that
the valid requests received by the secretary represent at least a majority of the issued and
outstanding shares of stock that would be entitled to vote at such meeting. Nothing contained in
this paragraph (6) shall in any way be construed to suggest or imply that the Corporation or any
stockholder shall not be entitled to contest the validity of any request, whether during or after
such five Business Day period, or to take any other action (including, without limitation, the
commencement, prosecution or defense of any litigation with respect thereto, and the seeking of
injunctive relief in such litigation).



(7) For purposes of this Section 1.02 “Business Day” shall mean any day other than a
Saturday, a Sunday or a day on which banking institutions in the State of Maryland are authorized
or obligated by law or executive order to close.



3









 





SECTION 1.03. Place of Meetings. Meetings of stockholders shall be held at such place in the
United States as is set from time to time by the Board of Directors.



SECTION 1.04. Notice of Meetings; Waiver of Notice. Not less than ten nor more than 90 days
before each stockholders’ meeting, the Secretary shall give notice in writing or by electronic
transmission of the meeting to each stockholder entitled to vote at the meeting and each other
stockholder entitled to notice of the meeting. Any notice given by the Corporation to a
stockholder is effective if given by a single notice, in writing or by electronic transmission, to
all stockholders who share an address if the Corporation gives notice, in writing or by electronic
transmission, to the stockholder of its intent to give a single notice and the stockholder consents
to receiving a single notice or fails to object in writing within 60 days after the Corporation
gives notice to the stockholder of its intent to give a single notice. A stockholder may revoke
consent given, whether affirmative or implied, by written notice to the Corporation. The notice
shall state the time of the meeting, the place of the meeting and, if the meeting is a special
meeting or notice of the purpose is required by statute, the purpose of the meeting. Notice is
given to a stockholder when it is personally delivered to the stockholder, left at the
stockholder’s residence or usual place of business, mailed to the stockholder at the stockholder’s
address as it appears on the records of the Corporation or transmitted to the stockholder by an
electronic transmission to any address or number of the stockholder at which the stockholder
receives electronic transmissions. If the Corporation has received a request from a stockholder
that notice not be sent by electronic transmission, the Corporation may not provide notice to the
stockholder by electronic transmission. Notice given by electronic transmission shall be
considered ineffective if the Corporation is unable to deliver two consecutive notices and the
inability to deliver the notices becomes known to the Secretary, an Assistant Secretary, the
transfer agent or other person responsible for giving the notice. The inadvertent failure to
deliver any notice by electronic transmission does not invalidate any meeting or other action. An
affidavit of the Secretary, an Assistant Secretary, the transfer agent or other agent of the
Corporation that notice has been given by a form of electronic transmission, in the absence of
actual fraud, shall be prima facie evidence of the facts stated in the affidavit. Notwithstanding
the foregoing provisions, each person who is entitled to notice waives notice if the person before
or after the meeting delivers a written waiver or a waiver by electronic transmission which is
filed with the records of stockholders’ meetings, or is present at the meeting in person or by
proxy.



SECTION 1.05. Quorum; Voting. Unless any statute or the Charter provides otherwise, at a
meeting of stockholders the presence in person or by proxy of stockholders entitled to cast a
majority of all the votes entitled to be cast at the meeting constitutes a quorum, and a majority
of all the votes cast at a meeting at which a quorum is present is sufficient to approve any matter
which properly comes before the meeting, except that a plurality of all the votes cast at a meeting
at which a quorum is present is sufficient to elect a director. The stockholders present either in
person or by proxy, at a meeting which has been duly called and convened, may continue to transact
business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.



4









 





SECTION 1.06. Adjournments. Whether or not a quorum is present, a meeting of stockholders
convened on the date for which it was called may be adjourned from time to time without further
notice by the chairman of the meeting to a date not more than 120 days after the original record
date. Any business which might have been transacted at the meeting as originally notified may be
deferred and transacted at any such adjourned meeting at which a quorum shall be present.



SECTION 1.07. General Right to Vote; Proxies. Unless the Charter provides for a greater or
lesser number of votes per share or limits or denies voting rights, each outstanding share of
stock, regardless of class or series, is entitled to one vote on each matter submitted to a vote at
a meeting of stockholders. In all elections for directors, each share of stock may be voted for as
many individuals as there are directors to be elected and for whose election the share is entitled
to be voted. A stockholder may vote the stock the stockholder owns of record either in person or
by proxy. A stockholder may sign a writing authorizing another person to act as proxy. Signing
may be accomplished by the stockholder or the stockholder’s authorized agent signing the writing or
causing the stockholder’s signature to be affixed to the writing by any reasonable means, including
facsimile signature. A stockholder may authorize another person to act as proxy by transmitting,
or authorizing the transmission of, an authorization by a telegram, cablegram, datagram, electronic
mail or any other electronic or telephonic means to the person authorized to act as proxy or to any
other person authorized to receive the proxy authorization on behalf of the person authorized to
act as the proxy, including a proxy solicitation firm or proxy support service organization.
Unless a proxy provides otherwise, it is not valid more than 11 months after its date. A proxy is
revocable by a stockholder at any time without condition or qualification unless the proxy states
that it is irrevocable and the proxy is coupled with an interest. A proxy may be made irrevocable
for so long as it is coupled with an interest. The interest with which a proxy may be coupled
includes an interest in the stock to be voted under the proxy or another general interest in the
Corporation or its assets or liabilities.



SECTION 1.08. List of Stockholders. At each meeting of stockholders, a full, true and
complete list of all stockholders entitled to vote at such meeting, showing the number, class and
series of shares held by each stockholder and certified by the transfer agent for such class or
series or by the Secretary, shall be furnished by the Secretary.



SECTION 1.09. Conduct of Business and Voting. (a) At all meetings of stockholders, unless the
voting is conducted by inspectors, the proxies and ballots shall be received, and all questions
touching the qualification of voters and the validity of proxies, the acceptance or rejection of
votes and procedures for the conduct of business not otherwise specified by these By-Laws, the
Charter or law, shall be decided or determined by the chairman of the meeting. If demanded by
stockholders, present in person or by proxy, entitled to cast 10% in number of votes entitled to be
cast or if ordered by the chairman, the vote upon any election or question shall be taken by ballot
and, upon like demand or order, the voting shall be conducted by two inspectors, in which event the
proxies and ballots shall be received, and all questions touching the qualification of voters and
the validity of proxies and the acceptance or rejection of votes shall be decided, by such
inspectors. Unless so demanded or ordered, no vote need be by ballot and



5









 




voting need not be conducted by inspectors. The stockholders at any meeting may choose an
inspector or inspectors to act at such meeting, and in default of such election the chairman of the
meeting may appoint an inspector or inspectors. No candidate for election as a director at a
meeting shall serve as an inspector thereat.




(b) The order of business and all other matters of procedure at any meeting of stockholders
shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such
rules, regulations and procedures and take such action as, in the discretion of such chairman, are
appropriate for the proper conduct of the meeting, including, without limitation, (1) restricting
admission to the time set for the commencement of the meeting; (2) limiting attendance at the
meeting to stockholders of record of the Corporation, their duly authorized proxies or other such
individuals as the chairman of the meeting may determine; (3) limiting participation at the meeting
on any matter to stockholders of record of the Corporation entitled to vote on such matter, their
duly authorized proxies and other such persons as the chairman of the meeting may determine; (4)
limiting the time allotted to questions or comments by participants; (5) maintaining order and
security at the meeting; (6) determining when the polls should be opened and closed; (7) removing
any stockholder or any other individual who refuses to comply with meeting procedures, rules or
guidelines as set forth by the chairman of the meeting; and (8) recessing or adjourning the meeting
to a later date and time and place announced at the meeting. Unless otherwise determined by the
chairman of the meeting, meetings of stockholders shall not be required to be held in accordance
with the rules of parliamentary procedure.



SECTION 1.10. Advance Notice Provisions for Election of Directors. Only persons who are
nominated in accordance with the following procedures shall be eligible for election as directors
of the Corporation. Nominations of persons for election to the Board of Directors may be made at
any annual meeting of stockholders, or at any special meeting of stockholders called for the
purpose of electing directors, (a) by or at the direction of the Board of Directors (or any duly
authorized committee thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder
of record on the date of the giving of the notice provided for in this Section and on the record
date for the determination of stockholders entitled to vote at such meeting and (ii) who complies
with the notice procedures set forth in this Section. A stockholder’s notice must be delivered to
or mailed and received by the Secretary at the principal executive offices of the Corporation (a)
in the case of an annual meeting, not less than 90 days nor more than 120 days prior to the first
anniversary of the preceding year’s annual meeting; provided, however, that in the event that the
date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from
the anniversary date of the preceding year’s annual meeting, notice by the stockholder must be so
delivered not earlier than the 90th day prior to such annual meeting and not later than
the close of business on the later of the 60th day prior to such annual meeting or the
tenth day following the day on which public announcement of the date of such annual meeting is
first made; and (b) in the case of a special meeting of stockholders called for the purpose of
electing directors, not later than the close of business on the tenth day following the day on
which notice of the date of the special meeting was mailed or public announcement of the date of
the special meeting was made, whichever first occurs. A stockholder’s notice to the



6









 




Secretary must be in writing and set forth (a) as to each person whom the stockholder proposes
to nominate for election as a director, all information relating to such person that is required to
be disclosed in connection with solicitations of proxies for election of directors pursuant to
Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the
rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice (i)
the name and address of such stockholder as they appear on the Corporation’s books and of the
beneficial owner, if any, on whose behalf the nomination is made, (ii) the class or series and
number of shares of capital stock of the Corporation which are owned beneficially or of record by
such stockholder and such beneficial owner, (iii) a description of all arrangements or
understandings between such stockholder and each proposed nominee and any other person or persons
(including their names) pursuant to which the nomination(s) are to be made by such stockholder,
(iv) a representation that such stockholder intends to appear in person or by proxy at the meeting
to nominate the persons named in its notice and (v) any other information relating to such
stockholder that would be required to be disclosed in a proxy statement or other filings required
to be made in connection with solicitations of proxies for election of directors pursuant to
Regulation 14A of the Exchange Act and the rules and regulations promulgated thereunder. Such
notice must be accompanied by a written consent of each proposed nominee to be named as a nominee
and to serve as a director if elected. No person shall be eligible for election as a director of
the Corporation unless nominated in accordance with the procedures set forth in this Section. If
the chairman of the meeting determines that a nomination was not made in accordance with the
foregoing procedures, the chairman of the meeting shall declare to the meeting that the nomination
was defective and such defective nomination shall be disregarded. No adjournment or postponement
of a meeting of stockholders shall commence a new period for the giving of notice of a stockholder
proposal hereunder.




SECTION 1.11. Advance Notice Provisions for Business to be Transacted at Annual Meeting. No
business may be transacted at an annual meeting of stockholders, other than business that is either
(a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of
the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought
before the annual meeting by or at the direction of the Board of Directors (or any duly authorized
committee thereof) or (c) otherwise properly brought before the annual meeting by any stockholder
of the Corporation (i) who is stockholder of record on the date of the giving of the notice
provided for in this Section and on the record date for the determination of stockholders entitled
to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this
Section. A stockholder’s notice must be delivered to or mailed and received by the Secretary at
the principal executive offices of the Corporation not less than 90 days nor more than 120 days
prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in
the event that the date of the annual meeting is advanced by more than 30 days or delayed by more
than 60 days from the anniversary date of the preceding year’s annual meeting, notice by the
stockholder must be so delivered not earlier than the 90th day prior to such annual
meeting and not later than the close of business on the later of the 60th day prior to
such annual meeting or the tenth day following the day on which public announcement of the date of
such meeting is first made. A stockholder’s notice to the Secretary must be in writing and set
forth as to each matter such stockholder proposes to bring before the annual meeting (i) a



7









 




brief description of the business desired to be brought before the annual meeting and the
reasons for conducting such business at the annual meeting, (ii) the name and address of such
stockholder as they appear on the Corporation’s books and of the beneficial owner, if any, on whose
behalf the proposal is made, (iii) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by such stockholder and such beneficial
owner, (iv) a description of all arrangements or understandings between such stockholder and any
other person or persons (including their names) in connection with the proposal of such business by
such stockholder and any material interest of such stockholder in such business and (v) a
representation that such stockholder intends to appear in person or by proxy at the annual meeting
to bring such business before the meeting. No business shall be conducted at the annual meeting of
stockholders except business brought before the annual meeting in accordance with the procedures
set forth in Section 1.10 or in this Section, provided, however, that once business has been
properly brought before the annual meeting in accordance with such procedures, nothing in Section
1.10 nor in this Section shall be deemed to preclude discussion by any stockholder of any such
business. If the chairman of an annual meeting determines that business was not properly brought
before the annual meeting in accordance with the foregoing procedures, the chairman of the meeting
shall declare to the meeting that the business was not properly brought before the meeting and such
business shall not be transacted. No adjournment or postponement of a meeting of stockholders
shall commence a new period for the giving of notice of a stockholder proposal hereunder.




ARTICLE II.




BOARD OF DIRECTORS




SECTION 2.01. Function of Directors. The business and affairs of the Corporation shall be
managed under the direction of its Board of Directors. All powers of the Corporation may be
exercised by or under authority of the Board of Directors, except as conferred on or reserved to
the stockholders by statute or by the Charter or By-Laws.



SECTION 2.02. Number of Directors. The Corporation shall at all times have at least three
directors and shall have 7 directors until changed as provided herein. The Corporation shall have
the number of directors provided in the Charter until changed as herein provided. A majority of the
entire Board of Directors may alter the number of directors set by the Charter to not exceeding 15
nor less than the minimum number then permitted herein, but the action may not affect the tenure of
office of any director.



SECTION 2.03. Election and Tenure of Directors. The directors shall be divided into three
classes as nearly equal in number as possible, with the term of office of one class of directors
expiring in each year. The classes shall be designated as Class I, Class II, and Class III,
respectively. At each successive annual meeting of stockholders, the holders of stock present in
person or by proxy at such meeting and entitled to vote thereat shall elect members of each
successive class to serve for three year terms and until their successors are elected and qualify
(and, as appropriate, the members of any other class to serve for the remainder of the term of that



8









 




class and until their successors are elected and qualify). If the number of directors is
changed, any increase or decrease shall be apportioned among the classes so as to maintain the
number of directors in each class as nearly equal as possible, and any additional director of any
class shall, subject to Section 2.05, hold office for a term that shall coincide with the remaining
term of that class, but in no case shall a decrease in the number of directors shorten the term of
any incumbent director.




SECTION 2.04. Removal of Director. Any director or the entire Board of Directors may be
removed only in accordance with the provisions of the Charter.



SECTION 2.05. Vacancy on Board of Directors. A vacancy on the Board of Directors may be
filled only in accordance with the provisions of the Charter.



SECTION 2.06. Regular Meetings. After each meeting of stockholders at which directors shall
have been elected, the Board of Directors shall meet as soon thereafter as practicable for the
purpose of organization and the transaction of other business. In the event that no other time and
place are specified by resolution of the Board of Directors or announced by the President or the
Chairman of the Board at such stockholders meeting, the Board of Directors shall meet immediately
following the close of and at the place of such stockholders meeting or by means of conference
telephone in accordance with the provisions of Section 2.10. Any other regular meeting of the
Board of Directors shall be held on such date and time, at such place or by means of conference
telephone in accordance with the provisions of Section 2.10. No notice of such meeting following a
stockholders meeting or any other regular meeting shall be necessary if held as hereinabove
provided.



SECTION 2.07. Special Meetings. Special meetings of the Board of Directors may be called at
any time by the Chairman of the Board or the President or by a majority of the Board of Directors
by vote at a meeting, or in writing or delivered by electronic transmission with or without a
meeting. A special meeting of the Board of Directors shall be held on such date, at any place or
by means of conference telephone in accordance with the provisions of Section 2.10. In the absence
of designation such meeting shall be held at such place or by means of conference telephone in
accordance with the provisions of Section 2.10 as may be designated in the notice for such meeting.



SECTION 2.08. Notice of Meetings. Except as provided in Section 2.06, the Secretary shall
give notice to each director of each regular and special meeting of the Board of Directors. The
notice shall state the time of the meeting and place or that the meeting is being held by means of
conference telephone in accordance with the provisions of Section 2.10. Notice is given to a
director when it is delivered personally to him or her, left at his or her residence or usual place
of business, or sent by electronic transmission, telegraph, facsimile transmission, or telephone,
at least 24 hours before the time of the meeting or, in the alternative by mail to his or her
address as it shall appear on the records of the Corporation, at least 72 hours before the time of
the meeting. Unless these By-Laws or a resolution of the Board of Directors provides otherwise,
the notice need not state the business to be transacted at or the purposes of any regular or
special meeting of the Board of Directors. No notice of any meeting of the Board of Directors



9









 




need be given to any director who attends except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the meeting is not lawfully
called or convened, or to any director who delivers a written waiver or a waiver by electronic
transmission which is filed with the records of the meeting either before or after the holding
thereof, waiving such notice. Any meeting of the Board of Directors, regular or special, may
adjourn from time to time to reconvene at the same or some other place, and no notice need be given
of any such adjourned meeting other than by announcement.




SECTION 2.09. Quorum; Action by Directors. A majority of the entire Board of Directors shall
constitute a quorum for the transaction of business. In the absence of a quorum, the directors
present by majority vote and without notice other than by announcement may adjourn the meeting from
time to time until a quorum shall attend. At any such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been transacted at the meeting as
originally notified. Unless statute or the Charter or By-Laws requires a greater proportion, the
action of a majority of the directors present at a meeting at which a quorum is present is action
of the Board of Directors. Any action required or permitted to be taken at a meeting of the Board
of Directors may be taken without a meeting if a unanimous consent which sets forth the action is
given in writing or by electronic transmission by each member of the Board of Directors and filed
in paper or electronic form with the minutes of proceedings of the Board of Directors.



SECTION 2.10. Meeting by Conference Telephone. Members of the Board of Directors may
participate in a meeting by means of a conference telephone or other communications equipment if
all persons participating in the meeting can hear each other at the same time. Participation in a
meeting by these means constitutes presence in person at a meeting.



SECTION 2.11. Compensation. By resolution of the Board of Directors a fixed sum and
expenses, if any, for attendance at each regular or special meeting of the Board of Directors or of
committees thereof, and annual retainer and other compensation for their services as such or on
committees of the Board of Directors, may be paid to directors. Directors who are full-time
employees of the Corporation need not be paid for attendance at meetings of the Board of Directors
or committees thereof for which fees are paid to other directors. A director who serves the
Corporation in any other capacity also may receive compensation for such other services, pursuant
to a resolution of the directors.



SECTION 2.12. Resignation. Any director may resign at any time by sending a written notice
of such resignation to the home office of the Corporation addressed to the Chairman of the Board or
the President. Unless otherwise specified therein such resignation shall take effect upon receipt
thereof by the Chairman of the Board or the President.



SECTION 2.13. Presumption of Assent. A director of the Corporation who is present at a
meeting of the Board of Directors at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his or her dissent or abstention shall be
entered in the minutes of the meeting or unless he or she shall file his or her written dissent to



10









 




such action with the person acting as the secretary of the meeting before the adjournment
thereof or shall forward such dissent by registered mail to the Secretary of the Corporation
immediately after the adjournment of the meeting. Such right to dissent shall not apply to a
director who votes in favor of such action or fails to make his dissent known at the meeting.




ARTICLE III.




COMMITTEES




SECTION 3.01. Committees. The Board of Directors may appoint from among its members an
Executive Committee (composed of one or more directors), an Audit Committee (composed of one or
more directors who are “independent” as that term is defined by the rules of the New York Stock
Exchange), a Compensation Committee (composed solely of two or more directors who are “non-employee
directors” as that term is defined in SEC Rule 16b-3 promulgated under the Exchange Act), a
Nominating and Governance Committee and other committees composed of one or more directors and
delegate to these committees any of the powers of the Board of Directors, except the power to (i)
authorize dividends or other distributions on stock (other than as provided below), (ii) elect
directors, (iii) issue stock (other than as provided below), (iv) recommend to the stockholders any
action which requires stockholder approval, (v) amend these By-Laws, or (vi) approve any merger or
share exchange which does not require stockholder approval. If the Board of Directors has given
general authorization for a dividend or other distribution on stock and provides for or establishes
a method or procedure for determining the maximum amount of the dividend or other distribution, a
committee of the Board of Directors or an officer of the Corporation, in accordance with that
general authorization, may fix the amount and other terms of the distribution. If the Board of
Directors has given general authorization for the issuance of stock providing for or establishing a
method or procedure for determining the maximum number of shares to be issued, a committee of the
Board of Directors, in accordance with that general authorization or any stock option or other plan
or program adopted by the Board of Directors, may authorize or fix the terms of stock subject to
classification or reclassification and the terms on which any stock may be issued, including all
terms and conditions required or permitted to be established or authorized by the Board of
Directors.



SECTION 3.02. Committee Procedure. Each committee may fix rules of procedure for its
business. A majority of the members of a committee shall constitute a quorum for the transaction
of business and the act of a majority of those present at a meeting at which a quorum is present
shall be the act of the committee. The members of a committee present at any meeting, whether or
not they constitute a quorum, may appoint a director to act in the place of an absent member. Any
action required or permitted to be taken at a meeting of a committee may be taken without a meeting
if a unanimous consent which sets forth the action is given in writing or by electronic
transmission by each member of the committee and filed in paper or electronic form with the minutes
of the committee. The members of a committee may conduct any meeting thereof by conference
telephone in accordance with the provisions of Section 2.10.



11









 





SECTION 3.03. Emergency. In the event of a state of disaster of sufficient severity to
prevent the conduct and management of the affairs and business of the Corporation by its directors
and officers as contemplated by the Charter and these By-Laws, any two or more available members of
the then incumbent Executive Committee shall constitute a quorum of that Committee for the full
conduct and management of the affairs and business of the Corporation in accordance with the
provisions of Section 3.01. In the event of the unavailability, at such time, of a minimum of two
members of the then incumbent Executive Committee, the available directors shall elect an Executive
Committee consisting of any two members of the Board of Directors, whether or not they be officers
of the Corporation, which two members shall constitute the Executive Committee for the full conduct
and management of the affairs of the Corporation in accordance with the foregoing provisions of
this Section. This Section shall be subject to implementation by resolution of the Board of
Directors passed from time to time for that purpose, and any provisions of these By-Laws (other
than this Section) and any resolutions which are contrary to the provisions of this Section or to
the provisions of any such implementary resolutions shall be suspended until it shall be determined
by any interim Executive Committee acting under this Section that it shall be to the advantage of
the Corporation to resume the conduct and management of its affairs and business under all the
other provisions of these By-Laws.



ARTICLE IV.




OFFICERS




SECTION 4.01. Executive and Other Officers. The Corporation shall have a President, a
Secretary, and a Treasurer. The Corporation may also have a Chairman of the Board and one or more
Vice-Presidents, assistant officers, and subordinate officers at the designation by the Board of
Directors. The Board of Directors shall designate who shall serve as chief executive officer, who
shall have general supervision of the business and affairs of the Corporation, and may designate a
chief operating officer, a chief financial officer, a chief accounting officer, a chief
administrative officer, or other officers with functional titles and specify the duties of such
officers. In the absence of any designation the Chairman of the Board, if there be one, shall
serve as chief executive officer, and the President shall serve as chief operating officer. In the
absence of the Chairman of the Board, or if there be none, the President shall be the chief
executive officer. A person may hold more than one office in the Corporation except that no person
may serve concurrently as both President and Vice-President of the Corporation. The Chairman of
the Board shall be a director, and the other officers may be directors. A person may hold more
than one functional title in the Corporation.



SECTION 4.02. Chairman of the Board. The Chairman of the Board, if one be elected, shall
preside at all meetings of the Board of Directors and of the stockholders at which he or she shall
be present. Unless otherwise specified by the Board of Directors, he or she shall be the chief
executive officer of the Corporation, and perform the duties customarily performed by chief
executive officers. In general, he or she shall perform such duties as are customarily performed



12









 




by the chairman of the board of a corporation and shall perform such other duties and have
such other powers as are from time to time assigned to him or her by the Board of Directors.




SECTION 4.03. President. Unless otherwise provided by resolution of the Board of Directors,
the President, in the absence of the Chairman of the Board, shall preside at all meetings of the
Board of Directors and of the stockholders at which he or she shall be present. Unless otherwise
specified by the Board of Directors, the President shall be the chief operating officer of the
Corporation and perform the duties customarily performed by chief operating officers. He or she
may execute, in the name of the Corporation, all authorized deeds, mortgages, bonds, contracts or
other instruments, except in cases in which the signing and execution thereof shall have been
expressly delegated to some other officer or agent of the Corporation. In general, he or she shall
perform such other duties customarily performed by a president of a corporation and shall perform
such other duties and have such other powers as are from time to time assigned to him or her by the
Board of Directors or the chief executive officer of the Corporation.



SECTION 4.04. Vice-Presidents. The Vice-President or Vice-Presidents, at the request of the
chief executive officer or the President, or in the President’s absence or during his or her
inability to act, shall perform the duties and exercise the functions of the President, and when so
acting shall have the powers of the President. If there be more than one Vice-President, the Board
of Directors may determine which one or more of the Vice-Presidents shall perform any of such
duties or exercise any of such functions, or if such determination is not made by the Board of
Directors, the chief executive officer, or the President may make such determination; otherwise any
of the Vice-Presidents may perform any of such duties or exercise any of such functions. Each
Vice-President shall perform such other duties and have such other powers, and have such additional
descriptive designations in their titles (if any), as are from time to time assigned to them by the
Board of Directors, the chief executive officer, or the President.



SECTION 4.05. Secretary. The Secretary shall keep the minutes of the meetings of the
stockholders, of the Board of Directors and of any committees, in books provided for the purpose;
he or she shall see that all notices are duly given in accordance with the provisions of these
By-Laws or as required by law; he or she shall be custodian of the records of the Corporation; he
or she may witness any document on behalf of the Corporation, the execution of which is duly
authorized, see that the corporate seal is affixed where such document is required or desired to be
under its seal, and, when so affixed, may attest the same. In general, he or she shall perform
such other duties customarily performed by a secretary of a corporation, and shall perform such
other duties and have such other powers as are from time to time assigned to him or her by the
Board of Directors, the chief executive officer, or the President.



SECTION 4.06. Treasurer. The Treasurer shall have charge of and be responsible for all
funds, securities, receipts and disbursements of the Corporation, and shall deposit, or cause to be
deposited, in the name of the Corporation, all moneys or other valuable effects in such banks,
trust companies or other depositories as shall, from time to time, be selected by the Board of
Directors; he or she shall render to the President and to the Board of Directors, whenever



13









 




requested, an account of the financial condition of the Corporation. In general, he or she
shall perform such other duties customarily performed by a treasurer of a corporation, and shall
perform such other duties and have such other powers as are from time to time assigned to him or
her by the Board of Directors, the chief executive officer, or the President.




Section 4.07. Controller. The Controller shall be the chief accounting officer of the
Corporation. He shall have charge of, and be responsible for, all accounting records and the
preparation of reports covering the operating results and financial condition of the Corporation,
and he shall evaluate such reports; and, in general shall perform all the duties ordinarily
incident to the office of a controller of a corporation, and such other duties as may be assigned
him by the Directors, the chief executive officer, the President or the chief financial officer.



SECTION 4.08. Assistant and Subordinate Officers. The assistant and subordinate officers of
the Corporation are all officers below the office of Vice-President, Secretary, or Treasurer. The
assistant or subordinate officers shall have such duties as are from time to time assigned to them
by the Board of Directors, the chief executive officer, or the President.



SECTION 4.09. Election, Tenure and Removal of Officers. The Board of Directors shall elect
the officers of the Corporation. The Board of Directors may from time to time authorize any
committee or officer to appoint assistant and subordinate officers. Election or appointment of an
officer, employee or agent shall not of itself create contract rights. All officers shall be
appointed to hold their offices, respectively, during the pleasure of the Board of Directors. The
Board of Directors (or, as to any assistant or subordinate officer, any committee or officer
authorized by the Board of Directors) may remove an officer at any time. The removal of an officer
does not prejudice any of his or her contract rights. The Board of Directors (or, as to any
assistant or subordinate officer, any committee or officer authorized by the Board of Directors)
may fill a vacancy which occurs in any office.



SECTION
4.10. Compensation. The Board of Directors shall have power to fix the salaries and
other compensation and remuneration, of whatever kind, of all officers of the Corporation. No
officer shall be prevented from receiving such salary by reason of the fact that he or she is also
a director of the Corporation. The Board of Directors may authorize any committee or officer, upon
whom the power of appointing assistant and subordinate officers may have been conferred, to fix the
salaries, compensation and remuneration of such assistant and subordinate officers.



ARTICLE V.




DIVISIONAL TITLES




SECTION 5.01. Conferring Divisional Titles. The Board of Directors may from time to time
confer upon any employee of a division of the Corporation the title of President, Vice President,
Treasurer or Controller of such division or any other title or titles deemed appropriate, or may
authorize the Chairman of the Board or the President to do so. Any such titles so



14









 




conferred may be discontinued and withdrawn at any time by the Board of Directors, or by the
Chairman of the Board or the President if so authorized by the Board of Directors. Any employee of
a division designated by such a divisional title shall have the powers and duties with respect to
such division as shall be prescribed by the Board of Directors, the Chairman of the Board or the
President.




SECTION 5.02. Effect of Divisional Titles. The conferring of divisional titles shall not
create an office of the Corporation under Article IV unless specifically designated as such by the
Board of Directors; but any person who is an officer of the Corporation may also have a divisional
title.



ARTICLE VI.




STOCK




SECTION 6.01. Certificates for Stock. The Board of Directors may determine to issue
certificated or uncertificated shares of capital stock and other securities of the Corporation.
For certificated stock, each stockholder is entitled to certificates which represent and certify
the shares of stock he or she holds in the Corporation. Each stock certificate (a) shall be in
such form, not inconsistent with law or with the Charter, as shall be approved by the Board of
Directors or any officer or officers designated for such purpose by resolution of the Board of
Directors, (b) shall include on its face the name of the Corporation, the name of the stockholder
or other person to whom it is issued, and the class or series of stock and number of shares it
represents, (c) shall be signed by the Chairman of the Board, Vice-Chairman of the Board, the Chief
Executive Officer, the President, the Chief Financial Officer, the Chief Operating Office or a
Vice-President, and countersigned by the Secretary, an Assistant Secretary, the Treasurer, or an
Assistant Treasurer, and (d) may be sealed with the actual corporate seal or a facsimile of it or
in any other form and the signatures may be either manual or facsimile signatures. Each stock
certificate shall also include on its face or back (a) a statement of any restrictions on
transferability and a statement of the designations and any preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption of the stock of each class or series which the Corporation is authorized
to issue, of the differences in the relative rights and preferences between the shares of each
series of a preferred or special class in series which the Corporation is authorized to issue, to
the extent they have been set, and of the authority of the Board of Directors to set the relative
rights and preferences of subsequent series of a preferred or special class of stock or (b) a
statement which provides in substance that the Corporation will furnish a full statement of such
information to any stockholder on request and without charge. Such request may be made to the
Secretary or to its transfer agent. A stock certificate is valid and may be issued whether or not
an officer who signed it is still an officer when it is issued. A stock certificate may not be
issued until the stock represented by it is fully paid.



SECTION 6.02. Transfers. The Board of Directors shall have power and authority to make such
rules and regulations as it may deem expedient concerning the issue, transfer and



15









 





registration of stock certificates; and may appoint transfer agents and registrars thereof.
The duties of transfer agent and registrar may be combined.



SECTION 6.03. Record Dates or Closing of Transfer Books. The Board of Directors may, and
shall have the sole power to, set a record date or direct that the stock transfer books be closed
for a stated period for the purpose of making any proper determination with respect to
stockholders, including which stockholders are entitled to request a special meeting of
stockholders, notice of a meeting of stockholders, vote at a meeting of stockholders, receive a
dividend, or be allotted other rights. The record date may not be prior to the close of business
on the day the record date is fixed nor, subject to Section 1.06, more than 90 days before the date
on which the action requiring the determination will be taken; the transfer books may not be closed
for a period longer than 20 days; and, in the case of a meeting of stockholders, the record date or
the closing of the transfer books shall be at least ten days before the date of the meeting. Any
shares of the Corporation’s own stock acquired by the Corporation between the record date for
determining stockholders entitled to notice of or to vote at a meeting of stockholders and the time
of the meeting may be voted at the meeting by the holder of record as of the record date and shall
be counted in determining the total number of outstanding shares entitled to be voted at the
meeting.



SECTION 6.04. Stock Ledger. The Corporation shall maintain a stock ledger which contains the
name and address of each stockholder and the number of shares of stock of each class or series
which the stockholder holds. The stock ledger may be in written form or in any other form which
can be converted within a reasonable time into written form for visual inspection. The original or
a duplicate of the stock ledger shall be kept at the offices of a transfer agent for the particular
class or series of stock, or, if none, at the principal office in the State of Maryland or the
principal executive offices of the Corporation.



SECTION 6.05. Certification of Beneficial Owners. The Board of Directors may adopt by
resolution a procedure by which a stockholder of the Corporation may certify in writing to the
Corporation that any shares of stock registered in the name of the stockholder are held for the
account of a specified person other than the stockholder. The resolution shall set forth the class
or series of stockholders who may certify; the purpose for which the certification may be made; the
form of certification and the information to be contained in it; if the certification is with
respect to a record date or closing of the stock transfer books, the time after the record date or
closing of the stock transfer books within which the certification must be received by the
Corporation; and any other provisions with respect to the procedure which the Board of Directors
considers necessary or desirable. On receipt of a certification which complies with the procedure
adopted by the Board of Directors in accordance with this Section, the person specified in the
certification is, for the purpose set forth in the certification, the holder of record of the
specified stock in place of the stockholder who makes the certification.



SECTION 6.06. Lost Stock Certificates. The Board of Directors may determine the conditions
for issuing a new stock 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 officer or officers



16









 




of the Corporation. In their discretion, the Board of Directors or such officer or officers
may require the owner of the stock certificate to give bond, with sufficient surety, to indemnify
the Corporation against any loss or claim arising as a result of the issuance of a new stock
certificate. In their discretion, the Board of Directors or such officer or officers may refuse to
issue such new stock certificate save upon the order of some court having jurisdiction in the
premises.




SECTION 6.07. Exemption from Control Share Acquisition Statute. The provisions of Sections
3-701 to 3-709 of the Maryland General Corporation Law shall not apply to any share of the capital
stock of the Corporation. Such shares of capital stock are exempted from such Sections to the
fullest extent permitted by Maryland law.



ARTICLE VII.




FINANCE




SECTION 7.01. Checks, Drafts, Etc. All checks, drafts and orders for the payment of money,
notes and other evidences of indebtedness, issued in the name of the Corporation, shall, unless
otherwise provided by resolution of the Board of Directors, be signed by the Chairman of the Board,
the President, a Vice-President or an Assistant Vice-President.



SECTION 7.02. Annual Statement of Affairs. The Controller shall prepare annually a full and
correct statement of the affairs of the Corporation, to include a balance sheet and a financial
statement of operations for the preceding fiscal year. The statement of affairs shall be submitted
at the annual meeting of the stockholders and, within 20 days after the meeting, placed on file at
the Corporation’s principal office.



SECTION 7.03. Fiscal Year. The fiscal year of the Corporation shall be the twelve calendar
months period ending December 31 in each year, unless otherwise provided by the Board of Directors.



SECTION 7.04. Dividends. If declared by or under authority of the Board of Directors, the
Corporation may pay dividends on its shares in cash, property, or in shares of the capital stock of
the Corporation, unless such dividend is contrary to law or to a restriction contained in the
Charter.



ARTICLE VIII.




SUNDRY PROVISIONS




SECTION 8.01. Books and Records. The Corporation shall keep correct and complete books and
records of its accounts and transactions and minutes of the proceedings of its stockholders and
Board of Directors and of any executive or other committee when exercising any of the powers of the
Board of Directors. The books and records of the Corporation may be in written form or in any
other form which can be converted within a reasonable time into written



17









 




form for visual inspection. Minutes shall be recorded in written form but may be maintained
in the form of a reproduction. The original or a certified copy of these By-Laws shall be kept at
the principal office of the Corporation.




SECTION 8.02. Corporate Seal. The Board of Directors shall provide a suitable seal, bearing
the name of the Corporation, which shall be in the charge of the Secretary. The Board of Directors
may authorize one or more duplicate seals and provide for the custody thereof. If the Corporation
is required to place its corporate seal to a document, it is sufficient to meet the requirement of
any law, rule, or regulation relating to a corporate seal to place the word “(seal)” adjacent to
the signature of the person authorized to sign the document on behalf of the Corporation.



SECTION 8.03. Bonds. The Board of Directors may require any officer, agent or employee of
the Corporation to give a bond to the Corporation, conditioned upon the faithful discharge of his
or her duties to the Corporation, with one or more sureties and in such amount as may be
satisfactory to the Board of Directors.



SECTION 8.04. Voting Stock in Other Corporations. Stock of other corporations or
associations, registered in the name of the Corporation, may be voted by the President, a
Vice-President, or a proxy appointed by either of them. The Board of Directors, however, may by
resolution appoint some other person to vote such shares, in which case such person shall be
entitled to vote such shares upon the production of a certified copy of such resolution.



SECTION 8.05. Mail. Any notice or other document which is required by these By-Laws to be
mailed shall be deposited in the United States mails, postage prepaid.



SECTION 8.06. Electronic Transmission. An electronic transmission is any form of
communication, not directly involving the physical transmission of paper, that creates a record
that may be retained, retrieved, and reviewed by a recipient of the communication and may be
reproduced directly in paper form by a recipient through an automated process.



SECTION 8.07. Contracts and Documents. To the extent permitted by applicable law, and except
as otherwise prescribed by the Charter or these By-Laws, the Board of Directors may authorize any
officer, employee or agent of the Corporation to authorize, sign, execute, acknowledge, verify,
accept or deliver any contracts, agreements, indentures, mortgages, deeds, conveyances, transfers,
certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions,
schedules, accounts, affidavits, bonds, undertakings, proxies, regulatory filings and other
instruments or documents in the name of and on behalf of the Corporation. Such authority may be
general or confined to specific instances. A person who holds more than one office in the
Corporation may not act in more than one capacity to sign, execute, acknowledge, or verify an
instrument required by law to be signed, executed, acknowledged, or verified by more than one
officer.



SECTION 8.08. Reliance. Each director and officer of the Corporation shall, in the
performance of his or her duties with respect to the Corporation, be entitled to rely on any



18









 




information, opinion, report or statement, including financial statement or other financial
data, prepared or presented by an officer or employee of the Corporation whom the director or
officer reasonably believes to be reliable and competent in the matters presented, by a lawyer,
certified public accountant or other person as to a matter which the director or officer reasonably
believes to be within the person’s professional or expert competence or by a committee of the Board
of Directors on which the director does not serve, as to a matter within its designated authority,
if the director believes the committee to merit confidence.




SECTION 8.09. Amendments. The Board of Directors of the Corporation is expressly and
exclusively authorized to make, repeal, alter, amend and rescind the By-Laws of the Corporation.
Notwithstanding any other provision of the Charter or the By-Laws of the Corporation, the By-Laws
shall not be made, repealed, altered, amended or rescinded by the stockholders of the Corporation.



ARTICLE IX.




INDEMNIFICATION




SECTION 9.01. General. The Corporation shall indemnify its directors and officers who are
directors as required by the Charter of the Corporation and shall indemnify its officers who are
not directors to the same extent. Such indemnification shall apply to all proceedings arising after
the effective date of this by-law in connection with (i) any facts and circumstances occurring
after such date, or (ii) any facts or circumstances occurring before such date.



SECTION 9.02. Procedure. Any indemnification or payment of costs and expenses in advance of
the final disposition of any proceeding, shall be made promptly, and in any event within 60 days,
upon the written request of the director or officer entitled to seek indemnification (the
“Indemnified Party”). The right to indemnification and advances hereunder shall be enforceable by
the Indemnified Party in any court of competent jurisdiction, if (i) the Corporation denies such
request, in whole or in part, or (ii) no disposition thereof is made within 60 days. The
Indemnified Party’s costs and expenses (including attorney’s fees) incurred in connection with
successfully establishing his or her right to indemnification, in whole or in part, in any such
action shall also be paid or reimbursed by the Corporation. It shall be a defense to any action
for advance for expenses that (a) a determination has been made that the facts then known to those
making the determination would preclude indemnification or (b) the Corporation has not received
both (i) an undertaking as required by law to repay such advances in the event it shall ultimately
be determined that the standard of conduct has not been met and (ii) a written affirmation by the
Indemnified Party of such Indemnified Party’s good faith belief that the standard of conduct
necessary for indemnification by the Corporation has been met.



SECTION 9.03. Exclusivity, Etc. The indemnification and advance of expenses provided by the
Charter and these By-Laws shall not be deemed exclusive of any other rights to which a person
seeking indemnification or advance of expenses may be entitled under any law (common or statutory),
or any agreement, vote of stockholders or disinterested directors or other



19









 




provision that is consistent with law, both as to action in his or her official capacity and
as to action in another capacity while holding office or while employed by or acting as agent for
the Corporation, shall continue in respect of all events occurring while a person was a director or
officer after such person has ceased to be a director or officer, and shall inure to the benefit of
the estate, heirs, executors and administrators of such person. The Corporation shall not be
liable for any payment under this by-law in connection with a claim made by a director or officer
to the extent such director or officer has otherwise actually received payment under insurance
policy, agreement, vote or otherwise, of the amounts otherwise indemnifiable hereunder. All rights
to indemnification and advance of expenses under the Charter of the Corporation and hereunder shall
be deemed to be a contract between the Corporation and each director or officer of the Corporation
who serves or served in such capacity at any time while this by-law is in effect. Nothing herein
shall prevent the amendment of this by-law, provided that no such amendment shall diminish the
rights of any person hereunder with respect to events occurring or claims made before its adoption
or as to claims made after its adoption in respect of events occurring before its adoption. Any
repeal or modification of this by-law shall not in any way diminish any rights to indemnification
or advance of expenses of such director or officer or the obligations of the Corporation arising
hereunder with respect to events occurring, or claims made, while this by-law or any provision
hereof is in force.




SECTION 9.04. Insurance. The Corporation may purchase and maintain insurance on behalf of
any Indemnified Party against any liability asserted against and incurred by any Indemnified Party
in any protected capacity or arising out of his or her position. The Corporation may purchase and
maintain insurance on its behalf in respect of any liability it may incur to provide
indemnification under the Charter, this by-law, or applicable law.



SECTION 9.05. Severability; Definitions. The invalidity or unenforceability of any provision
of this Article IX shall not affect the validity or enforceability of any other provision hereof.
The phrase “this by-law” in this Article IX means this Article IX in its entirety. The “effective
date” of this by-law referred to in Section 9.01 is the date of the original adoption of these
by-laws, August 25, 1986.




20