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**Section 3. Notice of Meetings.** Except as otherwise provided by law, notice ofeach meeting of stockholders shall be given either by delivering a notice personally ormailing a notice to each stockholder of record entitled to vote thereat. If mailed, thenotice shall be directed to the stockholder in a postage-prepaid envelope at his or heraddress as it appears on the stock books of the Corporation unless, prior to the time ofmailing, he or she shall have filed with the Secretary a written request that noticesintended for him or her be mailed to some other address, in which case it shall be mailedto the address designated in such request. Notice of each meeting of stockholders shallbe in such form as is approved by the Board of Directors or the Secretary, as the casemay be, and shall state the purpose or purposes for which the meeting is called, the timewhen and the place where it is to be held, and shall be delivered personally or mailednot more than fifty (50) days and not fewer than ten (10) days before the day of themeeting. Except as otherwise provided by law, the business that may be transacted at anysuch meeting of stockholders shall consist of and be limited to the purpose or purposesso stated in such notice.**Section 4. Waiver of Notice.** Anything herein contained to the contrarynotwithstanding, notice of any meeting of stockholders shall not be required as to anystockholder who shall attend and participate in the business transacted at such meetingin person or by proxy, or who shall, or whose proxy or attorney duly authorized shall,sign a written waiver thereof, whether before or after the time stated therein.Attendance of a person at a meeting of stockholders shall constitute a waiver of noticeof such meeting, except when the person attends such meeting for the purpose
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of objecting, at the beginning of the meeting, to the transaction of any business becausethe meeting is not lawfully called or convened.**Section 5. Organization.** The Chairman of the Board shall act as chairman at allmeetings of stockholders at which he or she is present and as such chairman shall callsuch meetings of stockholders to order and preside thereat. If the Chairman of the Boardshall be absent from any meeting of stockholders, the duties otherwise provided in thisSection 5 of Article 11 to be performed by him or her at such meeting shall be performedat such meeting by the officer provided by Section 6 of Article V. The Secretary of theCorporation shall act as secretary at all meetings of the stockholders, but in his or herabsence the chairman of the meeting may appoint any person present to act as secretary ofthe meeting.**Section 6. Judges.** All votes by ballot at any meeting of stockholders shall beconducted by two judges who shall, except as otherwise provided by law, be appointed forthe purposes by the chairman of the meeting. The judges shall decide upon thequalifications of voters, count the votes and declare the result.**Section 7. Stockholders Entitled to Vote.** The Board of Directors may fix a datenot more than fifty (50) days nor less than ten (10) days prior to the date of anymeeting of stockholders or prior to the last day on which the consent or dissent ofstockholders may be effectively expressed for any purpose without a meeting, as a recorddate for the determination of the stockholders, entitled to notice of, and to vote at,such meeting and any adjournment thereof, or to give such
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consent or express such dissent, and in such case such stockholders and only suchstockholders as shall be stockholders of record on the date so fixed shall be entitled tonotice of, and to vote at, such meeting and any adjournment thereof, or to give suchconsent or express such dissent, as the case may be, notwithstanding any transfer of anystock on the books of the Corporation after any such record date fixed as aforesaid. TheSecretary shall prepare and make or cause to be prepared and made, at least ten (10) daysbefore every meeting of stockholders, a complete list of the stockholders entitled tovote at such meeting, arranged in alphabetical order and showing the address of each suchstockholder and the number of shares registered in the name of each such stockholder.Such list shall be open to the examination of any stockholder, for any purpose germane tothe meeting, during ordinary business hours, for a period of at least ten (10) days priorto the meeting, either at a place, specified in the notice of the meeting, within thecity where the meeting is to be hold, or, if not so specified, at the place where themeeting is to be held. Such list shall be produced and kept at the time and place of themeeting during the whole time thereof, and subject to the inspection of any stockholderwho may be present.**Section 8. Quorum and Adjournment.** Except as otherwise provided by law or by theArticles of Incorporation, the holders of a majority of the shares of stock entitled tovote at the meeting present in person or by proxy without regard to class or series shallconstitute a quorum at all meetings of the stockholders. In the absence of a quorum, theholders of a majority of such shares of stock present in person or by proxy may adjournany meeting, from time to time, until a quorum shall be present. At any such adjournedmeeting at which a quorum may be present, any business may be transacted that might havebeen transacted at the meeting as originally called.
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No notice of any adjourned meeting need be given other than by announcement at themeeting that it is being adjourned, provided that if the adjournment is for more thanthirty (30) days, or if after the adjournment a new record date is fixed for theadjourned meeting, then a notice of the adjourned meeting shall be given to eachstockholder of record entitled to vote at the meeting.**Section 9. Order of Business.** The order of business at all meetings ofstockholders shall be as determined by the chairman of the meeting or as is otherwisedetermined by the vote of the holders of a majority of the shares of stock present inperson or by proxy and entitled to vote without regard to class or series at themeeting.**Section 10. Vote of Stockholders**. Except as otherwise permitted by law or by theArticles of Incorporation or the By-Laws, all action by stockholders shall be taken at astockholders’ meeting. Every stockholder of record, as determined pursuant to Section 7of this Article II, and who is entitled to vote, shall be entitled at every meeting ofthe stockholders to one vote for every share of stock standing in his or her name on thebooks of the Corporation, except as otherwise expressly provided in the Articles ofIncorporation with respect to any class or series of the Corporation’s capital stock.Every stockholder entitled to vote shall have the right to vote in person or by proxyduly appointed by an instrument in writing, subscribed by such stockholder and executednot more than three (3) years prior to the meeting, unless the instrument provides for alonger period. The attendance at any meeting of stockholders of a stockholder who maytheretofore have given a proxy shall not have the effect of rescinding such proxy unlesssuch stockholder shall in writing so notify the secretary of the meeting prior to thevoting of the proxy.
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Election of directors shall be by ballot but, unless otherwise provided by law, no voteon any question upon which a vote of the stockholders may be taken need be by ballotunless the chairman of the meeting shall determine that it shall be by ballot or theholders of a majority of the shares of stock present in person or by proxy and entitledto participate in such vote shall so demand. In a vote by ballot each ballot shall statethe number of shares voted and the name of the stockholder or proxy voting. Except asotherwise provided by law, by the Articles of Incorporation or by Section 14 of ArticleIII, all elections of directors and all questions shall be decided by the vote of theholders of a majority of the shares of stock present in person or by proxy at the meetingand entitled to vote in the election or on the question.**Section 11. Consent of Stockholders in Lieu of Meeting.** Except as otherwiseprovided by law or by the Articles of Incorporation, any action required to be taken, orwhich may be taken, at any meeting of stockholders may be taken without a meeting,without prior notice and without a vote, if a consent in writing, setting forth theaction so taken, shall be signed by the holders of shares of outstanding stock having notless than the minimum number of votes that would be necessary to authorize or take suchaction at a meeting at which all shares of stock entitled to vote thereon were presentand voted, provided, that prompt notice of the taking of corporate action without ameeting by less than unanimous written consent shall be given to those stockholders whohave not consented in writing.**Section 12. Attendance at Stockholders’ Meetings.** Except as otherwise provided bythe Articles of Incorporation or the By-Laws, any stockholder of the Corporation shall beentitled to
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attend any meeting of stockholders of the Corporation regardless of whether suchstockholder shall be entitled to vote any shares thereat or to have received noticethereof.**ARTICLE III — BOARD OF DIRECTORS****Section 1. Election and Term.** Except as otherwise provided by law or by theArticles of Incorporation, and subject to the provisions of Sections 2, 13, 14 and 15 ofthis Article III, directors shall be elected at the annual meeting of stockholders toserve until the next annual meeting of stockholders and until their successors areelected and qualify or until their earlier resignation or removal.**Section 2. Qualification.** Acceptance of the office of director may be expressedorally or in writing. The Board of Directors or the stockholders may fix, from time totime, such qualifications, if any, for election as a director or the continued holdingof such office as they may deem appropriate in view of the Corporation’s business.Whenever any director of the Corporation ceases to be an employee of the Corporation andof all corporations that control or are under common control with the Corporation, he orshe shall thereupon also cease to be a director of the Corporation without any furtheraction on his or her part or on the part of the Board of Directors or the Chairman ofthe Board.
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**Section 3. Number.** The Corporation shall have three directors as of the date ofadoption hereof and thereafter such number as shall be fixed from time to time byresolution of the Board of Directors or by action of the Stockholders.**Section 4. General Powers.** The business, properties and affairs of theCorporation shall be managed by or under the direction of the Board of Directors, which,without limiting the generality of the foregoing, shall have power to elect and appointofficers of the Corporation, to appoint and direct agents, to grant general or limitedauthority to officers, employees and agents of the Corporation to make, execute anddeliver contracts and other instruments and documents in the name and on behalf of theCorporation and over its seal, without specific authority in each case, and to appointcommittees of the Board of Directors in addition to those provided for in Article IVhereof, the membership of which may consist of either one or more directors and one ormore persons who are not directors or two or more persons who are not directors, andwhich may advise the Board of Directors with respect to any matters relating to theconduct of the Corporation’s business. The Board of Directors may designate one or moredirectors as alternate members of any committee, including those provided for in ArticleIV hereof, who may replace any absent or disqualified member at any meeting of thecommittee. In addition, the Board of Directors may exercise all the powers of theCorporation and do all lawful acts and things that are not reserved to the stockholdersby law or by the Articles of Incorporation.**Section 5. Place of Meetings.** Meetings of the Board of Directors may be held atany place, within or without the State of Maryland, from time to time designated by theBoard of Directors.
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**Section 6. Organization Meeting.** A newly elected Board of Directors shall meetand organize, and may transact any other business that might be transacted at a regularmeeting thereof, as soon as practicable after each annual meeting of stockholders, at theplace at which such meeting of stockholders took place, without notice of such meeting,provided a majority of the whole Board of Directors is present. If such a majority is notpresent, such organization meeting may be held at any other time or place that may bespecified in a notice given in the manner provided in Section 8 of this Article III forspecial meetings of the Board of Directors, or in a waiver of notice thereof.**Section 7. Regular Meetings.** Regular meetings of the Board of Directors shall beheld at such times as may be determined by resolution of the Board of Directors and nonotice shall be required for any regular meeting. Except as otherwise provided by law,any business may be transacted at any regular meeting of the Board of Directors.**Section 8. Special Meetings; Notice and Waiver of Notice.** Special meetings of theBoard of Directors shall be called by the Secretary on the request of the Chairman of theBoard, or the President, or on the request of any director stating the purpose orpurposes of such meeting. Notice of any special meeting shall be in form approved by thedirector pursuant to whose request the meeting was called, subject to the reasonablecontrol of the Secretary. Notices of special meetings shall be mailed to each director,addressed to him or her at his or her residence or usual place of business, not laterthan two (2) days before the day on which the meeting is to
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be held, or shall be sent to him or her at such place by telegraph, cable or other formof recorded communication, or be delivered personally or by telephone, not later than theday before such day of meeting. Notice of any meeting of the Board of Directors or of anycommittee thereof need not be given to any director if he or she shall sign a writtenwaiver thereof either before or after the time stated therein, or if he or she shall bepresent at the meeting and participate in the business transacted thereat except if adirector attends for the purpose of objecting, at the beginning of the meeting, to thetransaction of any business because the meeting is not lawfully called or convened. Anymeeting of the Board of Directors or of any committee thereof shall be a legal meetingwithout any notice thereof having been given, if all the members shall be presentthereat. Unless limited by law, by the Articles of Incorporation, by the By-Laws, or bythe terms of the notice thereof, any and all business may be transacted at any specialmeeting.**Section 9. Organization of Meetings.** The Chairman of the Board shall preside atall meetings of the Board of Directors at which he or she is present. If the Chairman ofthe Board shall be absent from any meeting of the Board of Directors, the dutiesotherwise provided in this Section 9 of Article III to be performed by him or her at suchmeeting shall be performed at such meeting by the officer prescribed by Section 8 ofArticle V. If no such officer is present at such meeting, one of the directors presentshall be chosen by the members of the Board of Directors present to preside at suchmeeting. The Secretary of the Corporation shall act as the secretary at all meetings ofthe Board of Directors and in his or her absence a temporary secretary shall be appointedby the chairman of the meeting.
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**Section 10. Quorum and Manner of Acting**. Except as otherwise provided by Section6 of this Article III, at every meeting of the Board of Directors two-thirds (2/3) of thetotal number of directors constituting the whole Board of Directors shall constitute aquorum but in no event shall a quorum be constituted by less than two (2) directors(unless the Board of Directors is comprised of one director only). Except as otherwiseprovided by law, or by the Articles of Incorporation, or by Section 15(a) of this ArticleIII, or by Section 1 of Article IV, or by Section 3 of Article V, or by Article IX, theact of a majority of the directors present at any such meeting, at which a quorum ispresent, shall be the act of the Board of Directors. In the absence of a quorum, amajority of the directors present may adjourn any meeting, from time to time, until aquorum is present. No notice of any adjourned meeting need be given other than byannouncement at the meeting that is being adjourned. Members of the Board of Directors orany committee thereof may participate in a meeting of the Board of Directors or of suchcommittee by means of conference telephone or similar communications equipment by meansof which all persons participating in the meeting can hear each other, and participationby a member of the Board of Directors in a meeting pursuant to this Section 10 of thisArticle III shall constitute his or her presence in person at such meeting.**Section 11. Voting.** On any question on which the Board of Directors shall vote,the names of those voting and their votes shall be entered in the minutes of the meetingwhen any member of the Board of Directors so requests at the time.
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**Section 12. Action without a Meeting.** Except as otherwise provided by law or bythe Articles of Incorporation, any action required or permitted to be taken at anymeeting of the Board of Directors or of any committee thereof may be taken without ameeting, if prior to such action all members of the Board of Directors or of suchcommittee, as the case may be, consent thereto in writing, and the writing or writingsare filed with the minutes of proceedings of the Board of Directors, or the committee.**Section 13. Resignations.** Any director may resign at any time upon written noticeof resignation to the Corporation. Any resignation shall be effective immediately unlessa date certain is specified for it to take effect, in which event it shall be effectiveupon such date, and acceptance of any resignation shall not be necessary to make iteffective, irrespective of whether the resignation is tendered subject to suchacceptance.**Section 14. Removal of Directors.** Any director may be removed, either for orwithout cause, at any time, by action of the holders of record of a majority of theoutstanding shares of stock entitled to vote at an election of directors, either at ameeting of the holders of such shares or, whenever permitted by law and the Articles ofIncorporation, without a meeting by their written consents thereto.**Section 15. Filling of Vacancies.** Except as otherwise provided by law or theArticles of Incorporation, in case of any increase in the number of directors, or of anyvacancy in the Board of Directors, including any prospective vacancy to result from theeffectiveness at a future date
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of a resignation therefrom, the additional director or directors may be elected, or, asthe case may be, the vacancy or vacancies may be filled, either (a) by the Board ofDirectors at any meeting by affirmative vote of a majority of the remaining directorsthough the remaining directors be less than the quorum provided in Section 10 of thisArticle III, or by a sole remaining director, or (b) by the holders of capital stock ofthe Corporation entitled to vote thereon, either at an Annual Meeting of Stockholders orat a special meeting of such holders called for that purpose. The directors so chosenshall hold office until the next annual meeting of stockholders and untiltheir-successors are elected and qualify or until their earlier removal or resignation.**ARTICLE IV — COMMITTEES****Section 1. Constitution and Power.** The Board of Directors may, by resolutionadopted by affirmative vote of a majority of the whole Board of Directors, appoint oneor more committees of the Board of Directors, which shall have such powers and duties asthe Board of Directors shall properly determine. No such committee of the Board ofDirectors shall be composed of fewer than two (2) directors.**Section 2. Place of Meetings.** Meetings of any committee of the Board ofDirectors may be held at any place, within or without the State of Maryland, from timeto time designated by the Board of Directors or such committee.**Section 3. Meetings; Notice and Waiver of Notice.** Regular meetings of anycommittees of the Board of Directors shall be held at such times as may be determined byresolution either of the
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Board of Directors or of such committee and no notice shall be required for any regularmeeting. Special meetings of any committee shall be called by the secretary thereof uponrequest of any member. Notice of any special meeting of any committee shall be in formapproved by the Chairman of the Board. Notices of special meetings shall be mailed toeach member, addressed to him or her at his or her residence or usual place of business,not later then two (2) days before the day an which the meeting is to be held, or shallbe sent to him or her at such place by telegraph, cable or any other form of recordedcommunication, or be delivered personally or by telephone, not later than the day beforesuch day of meeting. Neither the business to be transacted at, nor the purposeof, any special meeting of any committee, need be specified in any notice or writtenwaiver of notice unless so required by the Articles of Incorporation or the By-Laws.Notices of any such meeting need not be given to any member of any committee, however, ifwaived by him or her as provided in Section 8 of Article III, and the provisions of suchSection 8 with respect to waiver of notice of meetings of the Board of Directors shallapply to meetings of any committee as well.**Section 4. Organization of Meetings.** The most senior officer of the Corporationpresent, if any be members of the committee, and, if not, the director present who hasserved the longest as a director, except as otherwise expressly provided in the By-Lawsor by the Board of Directors or the committee, shall preside at all meetings of anycommittee. The Secretary of the Corporation, except as otherwise expressly provided bythe Board of Directors, shall act as secretary at all meetings of any committee and inhis or her absence a temporary secretary shall be appointed by the chairman of themeeting.
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**Section 5. Quorum and Manner of Acting.** Two-thirds (2/3) of the members of anycommittee then in office, but not less then two (2), shall constitute a quorum for thetransaction of business, and the act of a majority of those present at any meeting atwhich a quorum is present shall be the act of such committee. In the absence of a quorum,a majority of the members of any committee present, or, if two or fewer members shall bepresent any member of the committee present or the Secretary, may adjourn any meeting,from time to time, until a quorum is present. No notice of any adjourned meeting need begiven other then by announcement at the meeting that is being adjourned. The provisionsof Section 10 of Article III with respect to participation in a meeting of a committee ofthe Board of Directors and the provisions of Section 12 of Article III with respect toaction taken by a committee of the Board of Directors without a meeting shall apply toparticipation in meetings of and action taken by any committee.**ARTICLE V — THE OFFICERS****Section 1. Officers; Qualifications.** The elected officers of the Corporationshall be a Chairman of the Board and/or a President and a Secretary and also may includeone or more Executive Vice Presidents, Senior Vice Presidents, and Vice Presidents, and aTreasurer. The elected officers shall be elected by the Board of Directors. One or moreAssistant Vice Presidents, Assistant Secretaries, Assistant Treasurers, and otherofficers and agents may be appointed by the Board of Directors or may be appointedpursuant to Sections 8 or 7 of this Article V. Whenever any officer of the Corporationceases to be an employee of the Corporation and of all corporations that control or areunder common control with the Corporation, he or she shall thereupon also
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cease to be an officer of the Corporation without any further action on his or her partor an the part of the Board of Directors or the Chairman of the Board.**Section 2. Term of Office; Vacancies.** So far as is practicable, all electedofficers shall be elected at the organization meeting of the Board of Directors in eachyear, held except as otherwise provided in Sections 1, 3 and 4, and subject to theprovisions of Section 6 of this Article V, shall hold office until the organizationmeeting of the Board of Directors in the next subsequent year and until their respectivesuccessors are elected and qualify, or until their earlier removal or resignation. Allappointed officers shall hold office during the pleasure of the Board of Directors andthe President. If any vacancy shall occur in any office, the Board of Directors may elector appoint a successor to fill such vacancy for the remainder of the term.**Section 3. Removal of Elected Officers.** Any elected officer may be removed at anytime, either for or without cause, by affirmative vote of a majority of the whole Boardof Directors, or by the stockholders, at any regular meeting or at any special meetingcalled for the purpose.**Section 4. Resignations.** Any officer may resign at any time upon written noticeof resignation to the Corporation. Any resignation shall be effective immediately unlessa date certain is specified for it to take effect, in which event it shall be effectiveupon such date, and acceptance of any resignation shall not be necessary to make iteffective, irrespective of whether the resignation is tendered subject to such acceptance.
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**Section 5. Officers Holding More Than One Office.** Any officer may hold two ormore offices, the duties of which can be performed concurrently by the same person.**Section 6. The Chairman of the Board.** The Chairman of the Board, if any, shall bethe chief executive officer of the Corporation. He or she shall direct, coordinate andcontrol the Corporation’s business and activities and its operating expenses and capitalexpenditures, and shall have general authority to exercise all the powers necessary forthe chief executive officer of the Corporation, all in accordance with policiesestablished by and subject to the control of the Board of Directors. He or she shall beresponsible for the employment or appointment of employees, agents and officers (exceptofficers to be elected by the Board of Directors pursuant to Section 1 of this Article V)as may be required for the conduct of the business and the attainment of the objectivesof the Corporation. He or she shall have authority to suspend or to remove any employee,agent or appointed officer of the Corporation and to suspend for cause any electedofficer of the Corporation and, in the case of the suspension for cause of any suchelected officer, to recommend to the Board of Directors what further action should betaken. He or she shall have general authority to execute bonds, deeds and contracts inthe name and on behalf of the Corporation. As provided in Section 5 of Article 11, he orshe shall act as Chairman at all meetings of the stockholders at which he or she ispresent, and, as provided in Section 9 of Article III, he or she shall preside at allmeetings of the Board of Directors at which he or she is present. In the absence of theChairman of the Board, or if no person is elected to such office, his or her duties shallbe performed and his or her authority shall be exercised by the President, and, in theabsence of the President and the Chairman of the Board, such duties shall
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be performed and his or her authority may be exercised by such officer as may have beendesignated by the most senior officer of the Corporation who has made any suchdesignation, with the right reserved to the Board of Directors to make the designation orsupersede any designation so made.**Section 7. The President.** The President shall be the chief operating officer ofthe Corporation. He or she shall implement the general directives, plans and policiesformulated by the Chairman of the Board pursuant to the By-Laws, or if none, by the Boardof Directors, and in general shall have authority to exercise all powers delegated to himor her by the Chairman of the Board or Board of Directors and shall establish operatingand administrative plans and policies and direct and coordinate the Corporation’sorganizational components, within the scope of the authority delegated to him or her bythe Board of Directors or the Chairman of the Board. He or she shall have generalauthority to execute bonds, deeds and contracts in the name and on behalf of theCorporation and responsibility for the employment or appointment of such employees,agents and officers (except officers to be elected by the Board of Directors pursuant toSection 1 of this Article V) as may be required to carry on the operations of thebusiness. He or she shall have authority to suspend or to remove any employee or agent ofthe Corporation (other than officers). As provided in Section 6 of this Article V, in theabsence of the Chairman of the Board, or if no person is elected to such office, his orher duties shall be performed and his or her authority shall be exercised by thePresident. In the absence of the President, his or her duties shall be performed and hisor her authority may be exercised by the Chairman of the Board. In the absence of theChairman of the Board and the President, such duties shall be performed and suchauthority may
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be exercised by such officer as may have been designated by the most senior officer ofthe Corporation who has made any such designation, with the right reserved to the Boardof Directors to make the designation or supersede any designation so made.**Section 8. The Executive Vice Presidents.** The several Executive Vice Presidents,if any, shall perform such duties and may exercise such authority as may from time totime be conferred upon them by the Board of Directors, the Chairman of the Board or thePresident.**Section 9. The Senior Vice Presidents.** The several Senior Vice Presidents, ifany, shall perform such duties and may exercise such authority as may from time to timebe conferred upon them by the Board of Directors, the Chairman of the Board, thePresident, or any Executive Vice President.**Section 10. The Vice Presidents.** The several Vice Presidents, if any, shallperform such duties and may exercise such authority as may from to time be conferred uponthem by the Board of Directors, the Chairman of the Board, the President, any ExecutiveVice President, or any Senior Vice President.**Section 11. The Secretary.** The Secretary shall attend to the giving of notice ofall meetings of stockholders and of the Board of Directors and committees thereof, and,as provided in Section 5 of Article 11, Section 9 of Article III, and Section 4 ofArticle IV, shall keep minutes of all proceedings at meetings of the stockholders, and ofthe Board of Directors and committees
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thereof at which he or she is present, and where some other person has served assecretary thereto, the Secretary shall maintain custody of the minutes of suchproceedings. As provided in Section 2 of Article VII, he or she shall have charge of thecorporate seal and shall have authority to attest any and all instruments or writings towhich the same may be affixed. He or she shall keep and account for all books, documents,papers and records of the Corporation, except those for which some other officer or agentis properly accountable. He or she shall generally perform all the duties usuallyappertaining to the office of secretary of a corporation. In the absence of theSecretary, such person as shall be designated by the Chairman of the Board shall performhis or her duties.**Section 12. The Treasurer.** The Treasurer shall have the care and custody of allthe funds of the Corporation and shall deposit the same in such banks or otherdepositories as the Board of Directors, or any officer or officers, or any officer andagent jointly, thereunto duly authorized by the By-Laws or by the Board of Directors,shall, from time to time, direct or approve. He or she shall keep a full and accurateaccount of all moneys received and paid on account of the Corporation, and shall render astatement of his or her accounts whenever the Board of Directors or any other appropriateelected officer of the Corporation shall require. He or she shall perform all othernecessary acts and duties in connection with the administration of the financial affairsof the Corporation and shall generally perform all the duties usually appertaining to theoffice of the treasurer of a corporation. When required by the Board of Directors, or anyother appropriate elected officer of the Corporation, he or she shall give bonds for thefaithful discharge of his or her duties in such sums and with such sureties as the Boardof Directors, or any other appropriate
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elected officer of the Corporation, shall approve. In the absence of the Treasurer, suchperson as shall be designated by the Chairman of the Board shall perform his or herduties.**Section 13. Additional Duties and Authority.** In addition to the foregoingspecifically enumerated duties and authority, the several officers of the Corporationshall perform such other duties and may exercise such further authority as the Board ofDirectors may, from time to time, determine or as may be assigned to them by any superiorofficer.**ARTICLE VI — STOCK AND TRANSFERS OF STOCK****Section 1. Stock Certificates.** The capital stock of the Corporation shall berepresented by certificates signed by, or in the name of the Corporation by the Chairmanof the Board, the President, any Executive Vice President, any Senior Vice President orany Vice President and the Secretary or an Assistant Secretary, and sealed with the sealof the Corporation. In case any such officer who has signed any such certificate shallhave ceased to be such officer before such certificate is delivered by the Corporation,it may nevertheless be issued and delivered by the Corporation with the same effect as ifsuch officer had not ceased to be such at the date of its delivery. The certificatesrepresenting the capital stock of the Corporation shall be in such form as shall beapproved by the Board of Directors.**Section 2. Transfers of Stock.** Transfers of stock shall be made on the books ofthe Corporation by the Secretary or an Assistant Secretary of the Corporation, or by anattorney lawfully constituted in writing, and upon surrender and cancellation of acertificate or certificates
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for a like number of shares of the same class or series of stock, with duly executedassignment and power of transfer endorsed thereon or attached thereto, and with suchproof of the authenticity of the signatures as the Corporation or its agents mayreasonably require and with all required stock transfer tax stamps affixed thereto andcanceled or accompanied by sufficient funds to pay such taxes.**Section 3. Lost Certificates.** In case any certificate of stock shall be lost,stolen or destroyed, the Board of Directors, in its discretion, or any officer orofficers thereunto duly authorized by the Board of Directors, may authorize the issue ofa substitute certificate in place of the certificate so lost, stolen or destroyed,provided, however, that, in each such case, the applicant for a substitute certificateshall furnish evidence to the Corporation, which it determines in its discretion issatisfactory, of the loss, theft or destruction of such certificate and of the ownershipthereof, and also such security or indemnity as may be required by it.**Section 4. Determination of Stockholders of Record for Certain Purposes.** TheBoard of Directors may fix, in advance, a date, not more than sixty (60) days prior tothe date of payment of any dividend or other distribution, or the date for the allotmentof rights, or the date when any change, conversion or exchange of capital stock shall gointo effect, as a record date for the determination of the stockholders entitled toreceive payment of any such dividend or other distribution or any such allotment ofrights, or to exercise the rights in respect of any such change, conversion or exchangeof its capital stock, and in such case only stockholders of record on the date so fixedshall be entitled to receive payment of such dividend, or to receive such
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allotment of rights, or to exercise such rights, notwithstanding any transfer of anystock on the books of the Corporation after any such record date fixed as aforesaid.**ARTICLE VII — CORPORATE SEAL****Section 1. Seal.** The seal of the Corporation shall be in the form of a circleand shall bear the name of the Corporation and, in the center of the circle, the words“Corporate Seal, Maryland” and the year of incorporation. Nothing herein shall precludethe use of the word “seal” in lieu of affixing the seal of the Corporation to a documentin accordance with the provisions of Section 1-304 of the Maryland AnnotatedCorporations and Associations Code.**Section 2. Affixing and Attesting.** The seal of the Corporation shall be in thecustody of the Secretary, who shall have power to affix it to the proper corporateinstruments and documents, and who shall attest it. In his or her absence, it may beaffixed and attested by an Assistant Secretary, or by the Treasurer or an AssistantTreasurer or by any other person or persons as may be designated by the Board ofDirectors.**ARTICLE VIII — MISCELLANEOUS****Section 1. Fiscal Year.** The fiscal year of the Corporation shall end on thefinal Friday of December in each year and the succeeding fiscal year shall begin on theday next succeeding the last day of the preceding fiscal year.
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**Section 2. Signatures on Negotiable Instruments.** All bills, notes, checks orother instruments for the payment of money shall be signed or countersigned by suchofficers or agents and in such manner as, from time to time, may be prescribed byresolution (whether general or special) of the Board of Directors, or may be prescribedby any officer or officers, or any officer and agent jointly, thereunto duly authorizedby the Board of Directors.**Section 3. References to Article and Section Numbers and to the By-Laws and theArticles of Incorporation.** Whenever in the By-Laws reference is made to an Articleor Section number, such reference is to the number of an Article or Section of theBy-Laws. Whenever in the By-Laws reference is made to the By-Laws, such reference is tothese By-Laws of the Corporation, as amended, and whenever reference is made to theArticles of Incorporation, such reference is to the articles of incorporation of theCorporation, as amended, including all documents deemed by the General Corporation Lawof the State of Maryland to constitute a part thereof.**ARTICLE IX — AMENDMENTS**The By-Laws may be altered, amended or repealed at any Annual Meeting of Stockholders,or at any special meeting of holders of shares of stock entitled to vote thereon,provided that in the case of a special meeting, notice of such proposed alteration,amendment or repeal be included in the notes of meeting, by a vote of the holders of amajority of the shares of stock present in person or by proxy at the meeting andentitled to vote thereon, or (except as otherwise expressly
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provided in any By-Law adopted by the stockholders) by the Board of Directors at any validmeeting by affirmative vote of a majority of the whole Board of Directors.Date Adopted: **May 28, 1997**
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