Exhibit
3.1




BY-LAWS


UNIVERSAL
SECURITY INSTRUMENTS, INC.


(As
amended on August 11, 2009)





ARTICLE
I


STOCKHOLDERS





Section 1.  Annual Meeting.





The annual meeting of the stockholders
of the Corporation shall be held at the principal office of the Corporation in
Owings Mills, Maryland, on such date as may be selected by the Board of
Directors at 10:30 o’clock a.m. (or such other time and place as may be fixed by
the Board of Directors) for the election of directors and for the transaction of
general business.  Such annual meetings shall be general meetings,
that is to say, open for the transaction of any business within the powers of
the Corporation without special notice of such business, except in any case in
which special notice is required by statute.





Section 2.  Special Meetings.





(a)           General.  Special
meetings of the stockholders of the Corporation may be called at any time by
either the Chairman of the Board or the President and shall be called by the
President or the Secretary at the request in writing of a majority of the Board
of Directors, or at the request in writing of the holders of a majority of all
the shares outstanding and entitled to vote.





(b)           Stockholder Requested
Special Meetings.





(1)           Any
stockholder of record seeking to have stockholders request a special meeting
shall, by sending written notice to the Secretary of the Corporation (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 and make a
public announcement of such 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 the 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.


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(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
2(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, the
President or a majority of the Board of Directors, whoever has called or
requested 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 executive office of the
Corporation.  In fixing a date for any special meeting, the Chairman
of the Board, the President or the 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.





(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, the President or the 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).


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(7)           For
purposes of these Bylaws, “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.





Section 3.   Notice of Meetings.





Not less than ten (10) days and not
more than ninety (90) days written or printed notice of every annual meeting and
of every special meeting of the stockholders shall be given to each holder of
stock having voting rights whose name appears as a holder of record upon the
books of the Corporation at the close of business on the date fixed by the Board
of Directors for the determination of stockholders entitled to notice of such
meeting, and, if no such date shall have been fixed by the Board for such
purpose, then to the holders of record on the date when such notice shall be
given.  Such notices of annual or special meetings shall state the
place, day and hour of such meeting, and, in the case of special meetings, shall
also state the business proposed to be transacted thereat.  Such
notice shall be given to each stockholder either by mail, by presenting it to
such stockholder personally, by leaving it at the stockholder’s residence or
usual place of business or by any other means permitted by Maryland
law.  If mailed, such notice shall be deemed to be given when
deposited in the United States mail addressed to the stockholder at the
stockholder’s address as it appears on the records of the Corporation, with
postage thereon prepaid.  No notice of the time, place or purpose of
any meeting of stockholders, whether prescribed by law, by the Charter, or by
these By-Laws, need be given to any stockholder who attends in person, or by
proxy, or who, in writing executed and filed with the records of the meeting
either before or after the holding thereof, waives such notice.  No
notice of any meeting, regular or special, be given to any stockholder who is
not entitled to vote thereat.





Section 4.  Quorum.





At any meeting of stockholders, the
presence, in person or by proxy, of shareholders entitled to cast a majority of
votes thereat shall constitute a quorum for the election of directors or for the
transaction of other business; but, in the absence of a quorum, the stockholders
entitled to vote who shall be present in person or by proxy at any meeting (or
adjournment thereof), may, by vote of a majority of shares so present and
entitled to vote, adjourn the meeting from time to time, but not for a period of
over thirty (30) days at any one time, by announcement at the meeting until a
quorum shall attend.  At any such adjourned meeting at which a quorum
shall be present, any business may be transacted at the meeting as originally
notified.





Section 5.  Organization and
Conduct.





Every meeting of stockholders shall be
conducted by an individual appointed by the Board of Directors to be chairman of
the meeting or, in the absence of such appointment, by the Chairman of the Board
or, in the case of a vacancy in the office or absence of the Chairman of the
Board, by one of the following officers present at the meeting:  the
Vice Chairman of the Board, if there be one, the President, the Vice Presidents
in their order of rank and seniority, or, in the absence of such officers, a
chairman chosen by the stockholders by the vote of a majority of the votes cast
by stockholders present in person or by proxy.  The Secretary, or, in
the Secretary’s absence, an Assistant Secretary, or in the absence of both the
Secretary and Assistant Secretaries, an individual appointed by the Board of
Directors or, in the absence of such appointment, an individual appointed by the
chairman of the meeting shall act as secretary.  In the event that the
Secretary presides at a meeting of the stockholders, an Assistant Secretary, or
in the absence of Assistant Secretaries, an individual appointed by the Board of
Directors or the chairman of the meeting, shall record the minutes of the
meeting.  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, (a) restricting admission to the time set for the
commencement of the meeting; (b) limiting attendance at the meeting to
stockholders of record of the Corporation, their duly authorized proxies and
other such individuals as the chairman of the meeting may determine; (c)
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 individuals as the chairman of the meeting may determine; (d)
limiting the time allotted to questions or comments by participants; (e)
maintaining order and security at the meeting; (f) 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 (g) 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.


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Section 6.  Proxies.





Stockholders may vote either in person
or by proxy, but no proxy which is dated more than eleven months before the
meeting at which it is offered shall be accepted unless such proxy shall on its
face name a longer period for which it is to remain in force.  Every
proxy shall be executed by the stockholder or by the stockholder’s duly
authorized agent in any manner permitted by law.  Such proxy or
evidence of authorization of such proxy shall be filed with the Secretary of the
Corporation before or at the meeting.





Section 7.  Voting.





At every meeting of the stockholders,
every stockholder of the Corporation shall be entitled to one (1) vote for each
share of voting stock registered in his name on the books of the Corporation on
the date for the determination of voting rights thereat.  The
affirmative vote of the holders of a majority of the stock issued and entitled
to vote shall be sufficient and necessary to elect directors or for the taking
or authorization of any action by the stockholders.





Section
      8.
              Advance Notice of
      Stockholder Nominees for Director and Other Stockholder
      Proposals.





(a)        Annual Meetings of
Stockholders.





(1)           Nominations
of individuals for election to the Board of Directors and the proposal of other
business to be considered by the stockholders may be made at an annual meeting
of stockholders (i) pursuant to the Corporation’s notice of meeting, (ii) by or
at the direction of the Board of Directors or (iii) by any stockholder of the
Corporation who was a stockholder of record both at the time of giving of notice
by the stockholder as provided for in this Section 8(a) and at the time of the
annual meeting, who is entitled to vote at the meeting and who has complied with
this Section 8(a).





(2)           For
nominations or other business to be properly brought before an annual meeting by
a stockholder pursuant to clause (iii) of paragraph (1) of this Section 8(a),
the stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation and such other business must otherwise be a proper
matter for action by the stockholders.  To be timely, a stockholder’s
notice shall set forth all information required under this Section 8 and shall
be delivered to the Secretary at the principal executive office of the
Corporation not less than 120 days nor more than 150 days prior to the first
anniversary of the date of mailing of the notice for the preceding year’s annual
meeting; provided, however, that in the event that the date of the mailing of
the notice for the annual meeting is advanced or delayed by more than 30 days
from the first anniversary of the date of mailing of the notice for the
preceding year’s annual meeting, notice by the stockholder to be timely must be
so delivered not earlier than the 150th day
prior to the date of mailing of the notice for such annual meeting and not later
than the close of business on the later of the 120th day
prior to the date of mailing of the notice for such annual meeting or the tenth
day following the day on which public announcement of the date of mailing of the
notice for such meeting is first made.  In no event shall the public
announcement of a postponement or adjournment of an annual meeting commence a
new time period for the giving of a stockholder’s notice as described
above.  Such stockholder’s notice shall set forth (i) as to each
individual whom the stockholder proposes to nominate for election or reelection
as a director, (A) the name, age, business address and residence address of such
individual, (B) the class, series and number of any shares of stock of the
Corporation that are beneficially owned by such individual, (C) the date such
shares were acquired and the investment intent of such acquisition and (D) all
other information relating to such individual that is required to 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 Exchange
Act and the rules thereunder (including such individual’s written consent to
being named in the proxy statement as a nominee and to serving as a director if
elected); (ii) as to any other business that the stockholder proposes to bring
before the meeting, a description of such business, the reasons for proposing
such business at the meeting and any material interest in such business of such
stockholder and any Stockholder Associated Person (as defined below),
individually or in the aggregate, including any anticipated benefit to the
stockholder and the Stockholder Associated Person therefrom; (iii) as to the
stockholder giving the notice and any Stockholder Associated Person, the class,
series and number of all shares of stock of the Corporation which are owned by
such stockholder and by such Stockholder Associated Person, if any, and the
nominee holder for, and number of, shares owned beneficially but not of record
by such stockholder and by any such Stockholder Associated Person; (iv) as to
the stockholder giving the notice and any Stockholder Associated Person covered
by clauses (ii) or (iii) of this paragraph (2) of this Section 8(a), the name
and address of such stockholder, as they appear on the Corporation’s stock
ledger and current name and address, if different, and of such Stockholder
Associated Person; and (v) to the extent known by the stockholder giving the
notice, the name and address of any other stockholder supporting the nominee for
election or reelection as a director or the proposal of other business on the
date of such stockholder’s notice.


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(3)           Notwithstanding
anything in this subsection (a) of this Section 8 to the contrary, in the event
the Board of Directors increases or decreases the maximum or minimum number of
directors in accordance with Article II, Section 1 of these Bylaws, and there is
no public announcement of such action at least 100 days prior to the first
anniversary of the date of mailing of the notice of the preceding year’s annual
meeting, a stockholder’s notice required by this Section 8(a) shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive office of the Corporation not later than the close of
business on the tenth day following the day on which such public announcement is
first made by the Corporation.





(4)           For
purposes of this Section 8, “Stockholder Associated Person” of any stockholder
shall mean (i) any person controlling, directly or indirectly, or acting in
concert with, such stockholder, (ii) any beneficial owner of shares of stock of
the Corporation owned of record or beneficially by such stockholder and (iii)
any person controlling, controlled by or under common control with such
Stockholder Associated Person.





(b)           Special Meetings of
Stockholders.  Only such business shall be conducted at a
special meeting of stockholders as shall have been brought before the meeting
pursuant to the Corporation’s notice of meeting.  Nominations of
individuals for election to the Board of Directors may be made at a special
meeting of stockholders at which directors are to be elected (i) pursuant to the
Corporation’s notice of meeting, (ii) by or at the direction of the Board of
Directors or (iii) provided that the Board of Directors has determined that
directors shall be elected at such special meeting, by any stockholder of the
Corporation who is a stockholder of record both at the time of giving of notice
provided for in this Section 8 and at the time of the special meeting, who is
entitled to vote at the meeting and who complied with the notice procedures set
forth in this Section 8.  In the event the Corporation calls a special
meeting of stockholders for the purpose of electing one or more individuals to
the Board of Directors, any such stockholder may nominate an individual or
individuals (as the case may be) for election as a director as specified in the
Corporation’s notice of meeting, if the stockholder’s notice required by
paragraph (a)(2) of this Section 8 shall be delivered to the Secretary at the
principal executive office of the Corporation not earlier than the 150th day
prior to such special meeting and not later than the close of business on the
later of the 120th day
prior to such special meeting or the tenth day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such
meeting.  In no event shall the public announcement of a postponement
or adjournment of a special meeting commence a new time period for the giving of
a stockholder’s notice as described above.





(c)           General.





(1)           Upon
written request by the Secretary or the Board of Directors or any committee
thereof, any stockholder proposing a nominee for election as a director or any
proposal for other business at a meeting of stockholders shall provide, within
five Business Days of delivery of such request (or such other period as may be
specified in such request), written verification, satisfactory, in the
discretion of the Board of Directors or any committee thereof or any authorized
officer of the Corporation, to demonstrate the accuracy of any information
submitted by the stockholder pursuant to this Section 8.  If a
stockholder fails to provide such written verification within such period, the
information as to which written verification was requested may be deemed not to
have been provided in accordance with this Section 8.





(2)           Only
such individuals who are nominated in accordance with this Section 8 shall be
eligible for election as directors, and only such business shall be conducted at
a meeting of stockholders as shall have been brought before the meeting in
accordance with this Section 8.  The chairman of the meeting shall
have the power to determine whether a nomination or any other business proposed
to be brought before the meeting was made or proposed, as the case may be, in
accordance with this Section 8.


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(3)           For
purposes of this Section 8, (a) the “date of mailing of the notice” shall mean
the date of the proxy statement for the solicitation of proxies for election of
directors and (b) “public announcement” shall mean disclosure (i) in a press
release reported by the Dow Jones News Service, Associated Press or comparable
news service or (ii) in a document publicly filed by the Corporation with the
Securities and Exchange Commission pursuant to the Exchange Act.





(4)           Notwithstanding
the foregoing provisions of this Section 8, a stockholder shall also comply with
all applicable requirements of state law and of the Exchange Act and the rules
and regulations thereunder with respect to the matters set forth in this Section
8.  Nothing in this Section 8 shall be deemed to affect any right of a
stockholder to request inclusion of a proposal in, nor the right of the
Corporation to omit a proposal from, the Corporation’s proxy statement pursuant
to Rule 14a-8 (or any successor provision) under the Exchange
Act.





ARTICLE
II


BOARD OF DIRECTORS





Section 1.  Election and Powers.





The business and property of the
Corporation shall be conducted and managed by its Board of Directors which shall
consist of not less than three (3) members nor more than fifteen (15)
members.  The Board of Directors may increase or decrease the number
of directors (but the number of Directors shall not be more than 15 or less than
3) at any meeting called for that purpose.  The members of the Board
of Directors shall be elected at the annual meeting of stockholders by holders
of stock represented in person or by proxy at such meeting and entitled to vote
thereat.  Each director elected at any annual meeting shall hold
office until his successor shall have been elected and qualified or until he
shall die or resign, or shall have been removed.





Section 2.  First Regular Meeting.





After each meeting of stockholders at
which a Board of Directors shall have been elected, the Board of Directors so
elected shall meet for the purpose or organization and the transaction of other
business, at such time and place as may be designated by the Chairman of the
Board, or in the absence of a Chairman of the Board, the President.





Section 3.  Additional Regular Meetings.





Regular meetings of the Board of
Directors shall be held at such times as may be fixed by resolution of the
Board.





Section 4.  Special Meetings.





Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board, the
President, or by a majority of the Directors either in writing or by
vote.





Section 5.  Place of Meetings.





Subject to the provisions of
Section 2 of this Article II, the Board of Directors may hold its
regular meetings at such place or places as it may from time to time
determine.  Each special meeting of the Board of Directors shall be
held at such place as shall be designated in the notice of the
meeting.


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Section 6.  Notice of Meeting.





Notice of any special meeting of the
Board of Directors shall be delivered personally or by telephone, electronic
mail, facsimile transmission, United States mail or courier to each director at
his or her business or residence address.  Notice by personal
delivery, telephone, electronic mail, facsimile transmission or courier shall be
given at least 24 hours prior to the meeting.  Notice by United States
mail shall be given at least two days prior to the meeting.  Telephone
notice shall be deemed to be given when the director or his or her agent is
personally given such notice in a telephone call to which the director or his or
her agent is a party.  Electronic mail notice shall be deemed to be
given upon transmission of the message to the electronic mail address given to
the Corporation by the director.  Facsimile transmission notice shall
be deemed to be given upon completion of the transmission of the message to the
number given to the Corporation by the director and receipt of a completed
answer-back indicating receipt.  Notice by United States mail shall be
deemed to be given when deposited in the United States mail properly addressed,
with postage thereon prepaid.  Notice by courier shall be deemed to be
given when deposited with or delivered to a courier properly
addressed.  Neither the business to be transacted at, nor the purpose
of, any annual, regular or special meeting of the Board of Directors need be
stated in the notice, unless specifically required by statute or these
Bylaws.  No notice of any meeting need be given to any director, who,
in writing executed and filed with the records of the meeting either before or
after the holding thereof, waives such notice.





Section 7.  Quorum.





A majority of the Board of Directors
shall be necessary and sufficient to constitute a quorum for the transaction of
business at every meeting of the Board of Directors.





Section 8.  Voting.





The affirmative vote of a majority of
the directors present at any meeting of the Board of Directors at which a quorum
is present shall be sufficient and necessary for the taking or authorization of
any action by the Board of Directors.





Section
9.  Organization.





At all meetings of the Board of
Directors the Chairman of the Board, or in his absence, the President shall
preside.  The Secretary of the Corporation shall act as Secretary at
all meetings of the Board, and in his absence the Chairman of the meeting may
designate any person to act as Secretary.





Section 10.  Removal.





Any director, or the entire Board of
Directors, may be removed from office at any time, but only for cause and then
only by the affirmative vote of at least two thirds of the votes entitled to be
cast generally in the election of directors.





Section 11.  Vacancies.





If for any reason any or all of the
directors cease to be directors, such event shall not terminate the Corporation
or affect these Bylaws or the powers of the remaining directors hereunder (even
if fewer than three directors remain).  Any vacancy on the Board of
Directors may be filled only by a majority of the remaining directors, even if
the remaining directors do not constitute a quorum.  Any director
elected to fill a vacancy shall serve for the remainder of the full term of the
class in which the vacancy occurred and until a successor is elected and
qualifies.





Section 12.  Compensation.





Directors, as such, shall not receive
any stated compensation for their services, but by resolution of the Board of
Directors and a fixed sum and expenses of attendance, if any, may be allowed for
attendance at any regular or special meeting thereof.  Nothing in this
Section shall be construed to preclude a director from serving the Corporation
in any other capacity and receiving compensation therefor.





Section 13.  Executive Committee.





The Board of Directors may designate
by vote of a majority of the whole Board, three or more directors to constitute
an executive committee, and may designate one of such members to act as
Chairman.  Vacancies in the Executive Committee may be filled by the
remaining members of the Executive Committee at a meeting at which a quorum is
present.  The Executive Committee may exercise such powers of the
Board of Directors in the management of business and affairs of the Corporation
as the Board may from time to time confer upon it, and shall have the power to
authorize the seal of the Corporation to be affixed to all papers which may
require it.  A majority of the members of the Executive Committee may
determine its action and fix the time and place of its meetings unless otherwise
provided by the Board of Directors.


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Section 14.  Other Committees.





The Board of Directors may designate,
by resolution, one or more directors to constitute a committee, other than an
executive committee, such other committee to serve at the pleasure of the Board
of Directors.





Section 15.  Nomination of
Directors.





Nominations for directors to be
elected at the Corporation’s annual meeting of stockholders shall be made by the
Board of Directors of the Corporation.  Nominations for directors to
be elected at the Corporation’s annual meeting of stockholders may be made by
stockholders in accordance with the procedures set forth in Article I Section 9
of these By-Laws.  Only such persons who are nominated in accordance
with the procedures set forth in these By-Laws shall be eligible to serve as
directors.





Section
16. Qualification of
Directors.





Unless waived by the affirmative vote
a majority of directors then in office, no individual may be nominated or serve
as a director unless: (i) such individual has continuously been the record and
beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act)
of at least one percent of the issued and outstanding shares of voting stock of
the Corporation for a period of at least one year immediately preceding the
nomination of such individual as a director; and (ii) such individual’s
principal residence was in the State of Maryland during the entire year
immediately preceding the nomination of such individual as a
director.  The Board of Directors may require such evidence of any
proposed nominee’s satisfaction of each of the foregoing qualifications as it
deems necessary.





ARTICLE
III


OFFICERS





Section 1.  Officers.





The officers of the Corporation shall
be a Chairman of the Board (if elected by the Board of Directors), a Vice
Chairman of the Board (if elected by the Board of Directors), a President, one
or more Vice Presidents (if elected by the Board of Directors), a Secretary and
a Treasurer, all of whom shall be elected by, and be subject to the control of,
the Board of Directors.  The officers shall be elected annually by the
Board of Directors at its first meeting following the annual meeting of
stockholders, subject to changes or additions at other regular or special
meetings of the Board of Directors.  Each of such officers shall hold
office for a term of one year, and thereafter until his successor is elected and
qualified or until his death, resignation or removal.  The Board of
Directors may appoint such other officers and assistant officers as it deems
necessary, who shall have such authority and perform such duties as the Board
may from time to time prescribe.





Section 2.  Chairman of the Board.





The Chairman of the Board (if elected
by the Board of Directors) shall be a director of the Corporation and the chief
executive officer of the Corporation.  He shall preside at all
meetings of the stockholders and of the Board of Directors.  He shall
supervise, control and direct all of the business and affairs of the
Corporation.  He shall have authority to sign and execute in the name
of the Corporation all authorized deeds, contracts and other
instruments.





Section 3.  Vice Chairman of the
Board.





The Vice Chairman of the Board (if
elected by the Board of Directors) shall be a director of the
Corporation.  In the event of the absence of the Chairman of the
Board, the Vice Chairman shall perform all of the duties of the Chairman and
when so acting have all of the powers of the Chairman.  He shall have
authority to sign and execute in the name of the Corporation all authorized
deeds, contracts and other instruments.


viii





Section 4.  President.





If the Board of Directors does not
elect a Chairman of the Board, the President shall be the chief executive
officer of the Corporation.  In the absence of the Chairman and Vice
Chairman of the Board, the President shall preside at all meetings of the
stockholders and of the Board of Directors.  He shall be responsible
for the day-to-day operations of the Corporation subject to the supervision and
control of the Board of Directors and the Chairman of the Board.  He
shall have authority to sign and execute in the name of the Corporation all
authorized deeds, contracts and other instruments.





Section 5.  Vice President.





In the absence of the President, the
Vice Presidents (in the order designated at the time of their election, or in
the absence of any designation, in the order of their election) shall perform
all the duties of the President and when so acting, shall have the powers of the
President.  The Vice Presidents shall also have such additional powers
and duties as may be assigned to each of them by the Board of
Directors.





Section 6.  Secretary.





The Secretary shall keep the minutes
of the meetings of the stockholders and of the Board of Directors in books
provided for the purpose; he shall see that all notices are duly given in
accordance with the provisions of the By-Laws or as required by law; he shall be
the custodian of the records and of the corporate seal or seals of the
Corporation; he shall see that the corporate seal is affixed to all documents,
the execution of which on behalf of the Corporation under its seal is duly
authorized, and when so affixed may attest the same; he may sign, with the
President or Chairman of the Board, certificates of stock of the Corporation;
and, in general, he shall perform all duties ordinarily incident to the office
of a Secretary of a corporation, and such other duties as, from time to time,
may be assigned to him by the Board of Directors, or by the
President.





Section 7.  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 shall render to the President and to the Board of Directors,
whenever requested, an account of the financial condition of the Corporation; he
may sign, with the President, or Chairman of the Board, certificates of stock of
the Corporation; and, in general, shall perform all duties ordinarily incident
to the office of a treasurer of a corporation, and such other duties as may be
assigned to him by the Board of Directors or by the President.





Section 8.  Assistant Officers.





The Board of Directors may elect one
or more Assistant Secretaries and one or more Assistant
Treasurers.  Each such Assistant Secretary and Assistant Treasurer
shall hold office for such period and shall have such authority and perform such
duties as the Board of Directors may prescribe.





Section 9.  Compensation.





The Board of Directors shall have
power to fix the compensation of all officers of the Corporation.  It
may authorize any officer upon whom the power of appointing subordinate officers
may have been conferred to fix the compensation of such subordinate
officers.





Section 10.  Reimbursement.





Any payments made to an officer of the
Corporation such as a salary, commission, bonus, interest or rent, or
entertainment expense incurred by him, which shall be disallowed in whole or in
part as a deductible expense by the Internal Revenue Service, shall be
reimbursed by such officer to the Corporation to the full extent of such
disallowance.  It shall be the duty of the directors, as a Board, to
enforce payment of each amount disallowed.  In lieu of payment by the
officer, subject to the determination of the directors, proportionate amounts
may be withheld from his future compensation payments until the amount owed to
the Corporation has been recovered.


ix





Section 11.  Officers Holding More Than One Office.





Two or more officers (except that of
President and Vice President, Secretary and Assistant Secretary, and Treasurer
and Assistant Treasurer) may be held by the same person, but no officer shall
execute, acknowledge or verify any instrument in more than one
capacity.





Section 12.  Removal.





The Board of Directors shall have
power at any regular or special meeting to remove any officer with or without
cause, and such action shall be conclusive on the officer so
removed.  The Board of Directors may authorize any officer to remove
subordinate officers.





Section 13.  Vacancies.





The Board of Directors at any regular
or special meeting shall have power to fill a vacancy occurring in any office
for the unexpired portion of the term.





ARTICLE
IV


STOCK





Section 1.  Certificates.





The shares of the Corporation shall be
represented by certificates or shall be uncertificated.  Each
registered holder of shares, upon request to the Corporation, shall be provided
with a certificate of stock representing the number of shares owned by such
holder.  In the event that the Corporation issues shares of stock
represented by certificates, each stockholder shall be entitled to a certificate
or certificates which shall represent and certify the number of shares of each
class of stock held by him, her or it in the Corporation.  Each
certificate shall be signed by the Chairman of the Board, the President or a
Vice President and countersigned by the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer and may be sealed with the seal, if any,
of the Corporation.  The signatures may be either manual or facsimile.
Certificates shall be consecutively numbered; and if the Corporation shall, from
time to time, issue several classes of shares, each class may have its own
number series.  A certificate is valid and may be issued whether or
not an officer who signed it is still an officer when it is
issued.  Each certificate representing shares which are restricted as
to their transferability or voting powers, which are preferred or limited as to
their dividends or as to their allocable portion of the assets upon liquidation
or which are redeemable at the option of the Corporation, shall have a statement
of such restriction, limitation, preference or redemption provision, or a
summary thereof, plainly stated on the certificate.  In lieu of such
statement or summary, the Corporation may set forth upon the face or back of the
certificate a statement that the Corporation will furnish to any stockholder,
upon request and without charge, a full statement of such
information.





Section 2.  Lost
Certificates.





The Board of Directors or any officer
of the Corporation to whom the Board of Directors has delegated authority may
authorize any transfer agent of the Corporation to issue, and any registrar of
the Corporation to register, at any time and from time to time unless otherwise
directed, a new certificate or certificates of stock in the place of a
certificate or certificates theretofore issued by the Corporation, alleged to
have been lost or destroyed, upon receipt by the transfer agent of evidence of
such loss or destruction, which may be the affidavit of the applicant; a bond
indemnifying the Corporation and any transfer agent and registrar of the class
of stock involved against claims that may be made against it or them on account
of the lost or destroyed certificate or the issuance of a new certificate, of
such kind and in such amount as the Board of Directors shall have authorized the
transfer agent to accept generally or as the Board of Directors or an authorized
officer shall approve in particular cases; and any other documents or
instruments that the Board of Directors or an authorized officer may require
from time to time to protect adequately the interest of the
Corporation.  A new certificate may be issued without requiring any
bond when, in the judgment of the directors, it is proper to do
so.


x





Section 3.  Transfer.





Transfers of shares shall be made upon
the books of the Corporation: (1) upon presentation of the certificates by
the registered holder in person or by duly authorized attorney, or upon
presentation of proper evidence of succession, assignment or authority to
transfer the shares, and upon surrender of the appropriate certificate(s), or
(2) in the case of uncertificated shares, upon receipt of proper transfer
instructions from the registered owner of such uncertificated shares, or from a
duly authorized attorney or from an individual presenting proper evidence of
succession, assignment or authority to transfer the shares.





Section 4.  Rules and Regulations.





The Board of Directors shall have
authority to make all such rules and regulations as they may deem expedient
concerning the issue, transfer and registration of stock certificates and may
appoint a transfer agent and a registrar of transfers.





Section 5.   Closing of Transfer Books or Fixing
of Record Date.





The Board of Directors may fix, in
advance, a date as the record date for the purpose of determining shareholders
entitled to notice of, or to vote at, any meeting of shareholders, or
shareholders entitled to receive payment of any dividend or the allotment of any
rights, or in order to make a determination of shareholders for any other proper
purpose.  Such date, in any case, shall not be more than sixty (60)
days, and in case of a meeting of shareholders not less than ten (10) days,
prior to the date on which the meeting or particular action requiring such
determination of shareholders is to be held or taken.





ARTICLE
V


SUNDRY PROVISIONS





Section 1.   Dividends.





Subject to the applicable provisions
of law and of the Charter, the Board of Directors may in its discretion declare
what, if any, dividends shall be paid or upon any class of such stock, the date
when such dividends shall be payable, and the date for the determination of
holders of record to whom such dividends shall be payable.





Section 2.   Working Capital.





The Board of Directors shall, from
time to time, and in its discretion, fix and vary the amount of working capital
of the Corporation and determine what portion of the surplus shall be reserved
as working capital or declared as dividends and distributed to the
stockholders.





Section 3.   Negotiable Instruments and Other
Evidences of Indebtedness.





All checks, drafts or orders for the
payment of money, notes and other evidences of indebtedness, issued in the name
of the Corporation, shall be signed by such officer or officers as may be
designated from time to time by resolution of the Board of
Directors.  No checks shall be signed in blank.





Section 4.  Fiscal Year.





The fiscal year of the Corporation
shall be as provided by the Board of Directors.





Section 5.  Seal.





The seal of the Corporation shall be
circular in form, with the name of the Corporation inscribed around the outer
edge, and in the center shall inscribed the words “MARYLAND” and the year of
incorporation.


xi





Section 6.  Amendments.





The Board of Directors shall have the
exclusive power to adopt, alter or repeal any provision of these By-Laws and to
make new By-Laws, by vote of a majority of all the directors then in
office.





Section 7.  Contracts.





No contract or other transaction
between this Corporation and any other corporation and no act of this
Corporation shall in any way be affected or invalidated by the fact that any of
the directors of this Corporation are pecuniarily or otherwise interested in or
are directors or officers of such other corporation; any director, individually
or any firm of which any director may be a member, may be a party to, or may be
pecuniarily or otherwise interested in, any contract or transaction of this
Corporation, provided that the fact that he or such firm is so interested shall
be disclosed or shall have been known to the Board of Directors or a majority
thereof; and any director of this Corporation who is also a director or officer
of such other corporation or who is so interested may be counted in determining
the existence of a quorum at any meeting of the Board of Directors of this
Corporation, which shall authorize any such contract or transaction, and may
vote thereat to authorize any such contract or transaction, with the like force
and effect as if he were not such director or officer of such other corporation
or not so interested.





Section 8.   Voting Upon Stocks
or Other Ownership Interests.





Unless otherwise ordered by the Board
of Directors, the President and the Chairman of the Board, or either of them,
shall have full power and authority on behalf of the Corporation to attend and
to vote and to grant proxies to be used at any meetings, or for written
consents, of stockholders or other equity owners of any corporation or other
entity in which the corporation may own an interest.





ARTICLE
VI


INDEMNIFICATION





Section l.  Definitions.





As used in this Article VI, any word
or words that are defined in Section 2-418 of the Corporations and Associations
Article of the Annotated Code of Maryland (the “Indemnification Section”), as
amended from time to time, shall have the same meaning as provided in the
Indemnification Section.





Section 2.  Indemnification of Directors
and Officers.





The Corporation shall indemnify and
advance expenses to a director or officer of the Corporation in connection with
a proceeding to the fullest extent permitted by and in accordance with the
Indemnification Section.





Section 3.  Indemnification of Other
Agents and Employees.





With respect to an employee or agent,
other than a director or officer of the Corporation, the Corporation may, as
determined by and in the discretion of the Board of Directors of the
Corporation, indemnify and advance expenses to such employees or agents in
connection with a proceeding to the extent permitted by and in accordance with
the Indemnification Section.





END
OF BY-LAWS


xii