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EXHIBIT 3(i).2 TELECOMMUNICATION SYSTEMS, INC.
SECOND AMENDED AND RESTATED BY-LAWS ARTICLE I. STOCKHOLDERS SECTION 1.01. ANNUAL MEETING.The Corporation shall hold an annual meeting of
its stockholders to elect directors and transact any other business within its
powers, either at 10:00 a.m., EST, on the second Thursday of June, on each year
if not a legal holiday, or at such other time on such other day falling on or
before the 30th day thereafter as shall be set by the Board of Directors.
Except as the Charter, these By-Laws, or statute provides otherwise, any
business may be considered at an annual meeting without the purpose of the
meeting having been specified in the notice. Failure to hold an annual meeting
does not invalidate the Corporations existence or affect any otherwise valid
corporate acts. SECTION 1.02. SPECIAL MEETING.At any time in the interval between annual
meetings, a special meeting of the stockholders may be called by the Chairman
of the Board or the Chief Executive Officer or by a majority of the Board of
Directors by vote at a meeting or in writing (addressed to the Secretary of the
Corporation) with or without a meeting. Subject to the procedures set forth in
Section 1.11 and this Section 1.02, special meetings of the stockholders shall
be called by the Secretary at the request of the stockholders only on the
written request of stockholders entitled to cast at least a majority of all the
votes entitled to be cast at the meeting. A request for a special meeting shall
state the purposes of the meeting and the matters proposed to be acted on at
it. The Secretary shall inform the stockholders who make the request of the
reasonably estimated costs of preparing and mailing a notice of the meeting
and, on payment of these costs to the Corporation, notify each stockholder
entitled to notice of the meeting. The Board of Directors shall have sole power
to fix the date and time of the special meeting. Unless requested by
stockholders entitled to cast a majority of all the votes entitled to be cast
at the meeting, a special meeting need not be called to consider any matter
which is substantially the same as a matter voted on at any special meeting of
stockholders held in the preceding 12 months. SECTION 1.03. PLACE OF MEETINGS.Unless the Charter provides otherwise,
meetings of stockholders shall be held at such place as is set from time to
time by the Board of Directors. SECTION 1.04. NOTICE OF MEETINGS; WAIVER OF NOTICE.Not less than ten nor more
than 90 days before each stockholders meeting, the Secretary shall give
written notice of the meeting to each stockholder entitled to vote at the
meeting and each other stockholder entitled to notice of the meeting. The
notice shall state the time and place of the meeting and, if the meeting is a
special meeting or notice of the purpose is required by statute, the purpose of
the meeting. Notice is given to a stockholder when it is personally delivered
to him or her, left at his or her residence or usual place of business, or
mailed to him or her at his or her address as it appears on the records of the
Corporation or transmitted to the stockholder by electronic mail to any
electronic mail address of the stockholder or by any other electronic means.
Notwithstanding the foregoing provisions, each person who is entitled to notice
waives notice if he or she before or after the meeting signs a waiver of the
notice which is filed with the records of stockholders meetings, or is present
at the meeting in person or by proxy. SECTION 1.05. QUORUM; VOTING.Unless any statute or the Charter provides
otherwise, at a meeting of stockholders the presence in person or by proxy of
stockholders entitled to cast a majority of all the votes entitled to be cast
at the meeting constitutes a quorum, and a majority of all the votes cast at a
meeting at which a quorum is present is sufficient to approve any matter which
properly comes before the meeting, except that a plurality of all the votes
cast at a meeting at which a quorum is present is sufficient to elect a
director. SECTION 1.06. ADJOURNMENTS.Whether or not a quorum is present, a meeting of
stockholders convened on the date for which it was called may be adjourned from
time to time without further notice by a majority vote of the stockholders
present in person or by proxy to a date not more than 120 days after the
original record date. Any business which might have been transacted at the
meeting as originally notified may be deferred and transacted at any such
adjourned meeting at which a quorum shall be present. SECTION 1.07. GENERAL RIGHT TO VOTE; PROXIES.Unless the Charter provides for a
greater or lesser number of votes per share or limits or denies voting rights,
each outstanding share of stock, regardless of class, is




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entitled to one vote on each matter submitted to a vote at a meeting of
stockholders; however, a share is not entitled to be voted if any installment
payable on it is overdue and unpaid. In all elections for directors, each share
of stock may be voted for as many individuals as there are directors to be
elected and for whose election the share is entitled to be voted. A stockholder
may vote the stock the stockholder owns of record either in person or by proxy.
A stockholder may sign a writing authorizing another person to act as proxy.
Signing may be accomplished by the stockholder or the stockholders authorized
agent signing the writing or causing the stockholders signature to be affixed
to the writing by any reasonable means, including facsimile signature. A
stockholder may authorize another person to act as proxy by transmitting, or
authorizing the transmission of, an authorization by a telegram, cablegram,
datagram, electronic mail or any other electronic or telephonic means to the
person authorized to act as proxy or to any other person authorized to receive
the proxy authorization on behalf of the person authorized to act as the proxy,
including a proxy solicitation firm or proxy support service organization.
Unless a proxy provides otherwise, it is not valid more than 11 months after
its date. A proxy is revocable by a stockholder at any time without condition
or qualification unless the proxy states that it is irrevocable and the proxy
is coupled with an interest. A proxy may be made irrevocable for so long as it
is coupled with an interest. The interest with which a proxy may be coupled
includes an interest in the stock to be voted under the proxy or another
general interest in the Corporation or its assets or liabilities. SECTION 1.08. LIST OF STOCKHOLDERS.At each meeting of stockholders, a full,
true and complete list of all stockholders entitled to vote at such meeting,
showing the number and class of shares held by each and certified by the
transfer agent for such class or by the Secretary, shall be furnished by the
Secretary. SECTION 1.09. CONDUCT OF BUSINESS.Nominations of persons for election to the
Board of Directors and the proposal of business to be considered by the
stockholders may be made at an annual meeting of stockholders (a) pursuant to
the Corporations notice of meeting, (b) by or at the direction of the Board of
Directors or (c) by any stockholder of the Corporation (i) who was a
stockholder of record at the time of giving notice(s) provided for in Section
1.11 and Section 1.12, (ii) who is entitled to vote at the meeting, and (iii)
who complied with the procedures set forth in Section 1.11 and Section 1.12.
Nominations of persons for election to the Board of Directors and the proposal
of business to be considered by the stockholders may be made at a special
meeting of stockholders (a) only pursuant to the Corporations notice of
meeting and (b), in the case of nominations of persons for election to the
Board of Directors, (i) by or at the direction of the Board of Directors or
(ii) by any stockholder of the Corporation (A) who was a stockholder of record
at the time of giving notice provided for in Section 1.11, (B) who is entitled
to vote at the meeting and (C) who complied with the procedures set forth in
Section 1.11. The chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought before
the meeting was made in accordance with the procedures set forth in Section
1.11, Section 1.12 and this Section 1.09 and, if any proposed nomination or
business is not in compliance with Section 1.11, Section 1.12 and this Section
1.09, to declare that such defective nomination or proposal be disregarded. SECTION 1.10. CONDUCT OF VOTING.At all meetings of stockholders, unless the
voting is conducted by inspectors, the proxies and ballots shall be received,
and all questions touching the qualification of voters and the validity of
proxies, the acceptance or rejection of votes and procedures for the conduct of
business not otherwise specified by these By-Laws, the Charter or law, shall be
decided or determined by the chairman of the meeting. If demanded by
stockholders, present in person or by proxy, entitled to cast 10% in number of
votes entitled to be cast, or if ordered by the chairman of the meeting, the
vote upon any election or question shall be taken by ballot. Before any meeting
of the stockholders, the Board of Directors may appoint persons to act as
inspectors of election at the meeting and any adjournment thereof. If no
inspectors of election are so appointed, the chairman of the meeting may, and
on the request of stockholders, present in person or by proxy, entitled to cast
10% in number of votes entitled to be cast, shall, appoint inspectors of
election at the meeting. The number of inspectors shall be either one or three.
If inspectors are appointed at a meeting on the request of stockholders, the
holders of a majority of shares present in person or by proxy shall determine
whether one or three inspectors are to be appointed. No
candidate for election as a director at a meeting shall serve as an inspector
thereat. If any person appointed as inspector fails to appear or fails or
refuses to act, the chairman of the meeting may, and upon the request of any
stockholder shall, appoint a person to fill that vacancy. The inspectors shall
determine the number of shares outstanding and the voting power of each, the
shares represented at the meeting, the existence of a quorum, and the
authenticity, validity and 2




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effect of proxies; receive votes, ballots or consents; hear and determine all
challenges and questions in any way arising in connection with the right to
vote; count and tabulate all votes or consents; determine when polls shall
close; determine the result; and do any other acts that may be proper to
conduct the election or vote with fairness to all stockholders. Unless so
demanded or ordered, no vote need be by ballot and voting need not be conducted
by inspectors. SECTION 1.11. ADVANCE NOTICE PROVISIONS FOR ELECTION OF DIRECTORS.Only persons
who are nominated in accordance with the following procedures shall be eligible
for election as directors of the Corporation. Nominations of persons for
election to the Board of Directors may be made at any annual meeting of
stockholders, or at any special meeting of stockholders called for the purpose
of electing directors, (a) by or at the direction of the Board of Directors (or
any duly authorized committee thereof) or (b) by any stockholder of the
Corporation (i) who is a stockholder of record on the date of the giving of the
notice provided for in this Section and on the record date for the
determination of stockholders entitled to vote at such meeting and (ii) who
complies with the notice procedures set forth in this Section. A stockholders
notice must be delivered to or mailed and received by the Secretary at the
principal executive offices of the Corporation (a) in the case of an annual
meeting, not more than 120 days and not less than 90 days prior to the earliest
of (i) such annual meeting, (ii) the first anniversary of the mailing date of
the notice of the preceding years annual meeting and (iii) the first
anniversary of the preceding years annual meeting; provided, however, that in
the event that the date of the annual meeting is advanced by more than 30 days
or delayed by more than 60 days from the anniversary date of the preceding
years annual meeting, notice by the stockholder must be so delivered not
earlier than the 120th day prior to the annual meeting and not later than the
earlier of the close of business on the 90th day prior to the annual meeting or
the tenth day following the day on which public announcement of the date of
such meeting is first made; and (b) in the case of a special meeting of
stockholders called for the purpose of electing directors, not later than the
earlier of the close of business on the tenth day following the day on which
notice of the date of the special meeting was mailed or public announcement of
the date of the special meeting was made, whichever first occurs. A
stockholders notice to the Secretary must be in writing and set forth (a) as
to each person whom the stockholder proposes to nominate for election as a
director, all information relating to such person that is required to be
disclosed in connection with solicitations of proxies for election of directors
pursuant to Regulation 14A of the Exchange Act, and the rules and regulations
promulgated thereunder; and (b) as to the stockholder giving the notice (i) the
name and address of such stockholder as they appear on the Corporations books
and of the beneficial owner, if any, on whose behalf the nomination is made,
(ii) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by such stockholder and
such beneficial owner, (iii) a description of all arrangements or
understandings between such stockholder and each proposed nominee and any other
person or persons (including their names) pursuant to which the nomination(s)
are to be made by such stockholder, (iv) a representation that such stockholder
intends to appear in person or by proxy at the meeting to nominate the persons
named in its notice and (v) any other information relating to such stockholder
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for election of
directors pursuant to Regulation 14A of the Exchange Act and the rules and
regulations promulgated thereunder. Such notice must be accompanied by a
written consent of each proposed nominee to be named as a nominee and to serve
as a director if elected. No person shall be eligible for election as a
director of the Corporation unless nomina
ted in accordance with the procedures
set forth in this Section. If the chairman of the meeting determines that a
nomination was not made in accordance with the foregoing procedures, the
chairman of the meeting shall declare to the meeting that the nomination was
defective and such defective nomination shall be disregarded. No adjournment or
postponement of a meeting of stockholders shall commence a new period for the
giving of notice of a stockholder proposal hereunder. SECTION 1.12. ADVANCE NOTICE PROVISIONS FOR BUSINESS TO BE TRANSACTED AT ANNUAL
MEETING.No business may be transacted at an annual meeting of stockholders,
other than business that is either (a) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the Board of Directors
(or any duly authorized committee thereof), (b) otherwise properly brought
before the annual meeting by or at the direction of the Board of Directors (or
any duly authorized committee thereof) or (c) otherwise properly brought before
the annual meeting by any stockholder of the
Corporation (i) who is stockholder of record on the date of the giving of the
notice provided for in this Section and on the record date for the
determination of stockholders entitled to vote at such annual meeting and (ii)
who complies with the notice procedures set forth in this Section. A 3




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stockholders notice must be delivered to or mailed and received by the
Secretary at the principal executive offices of the Corporation not more than
120 days and not less than 90 days prior to the earliest of (a) the annual
meeting, (b) the first anniversary of the mailing date of the notice of the
preceding years annual meeting and (c) the first anniversary of the preceding
years annual meeting; provided, however, that in the event that the date of
the annual meeting is advanced by more than 30 days or delayed by more than 60
days from the anniversary date of the preceding years annual meeting, notice
by the stockholder must be so delivered not earlier than the 120th day prior to
the annual meeting and not later than the earlier of the close of business on
the 90th day prior to the annual meeting or the tenth day following the day on
which public announcement of the date of the meeting is first made. A
stockholders notice to the Secretary must in writing and set forth as to each
matter such stockholder proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (ii) the name
and address of such stockholder as they appear on the Corporations books and
of the beneficial owner, if any, on whose behalf the proposal is made, (iii)
the class or series and number of shares of capital stock of the Corporation
which are owned beneficially or of record by such stockholder and such
beneficial owner, (iv) a description of all arrangements or understandings
between such stockholder and any other person or persons (including their
names) in connection with the proposal of such business by such stockholder and
any material interest of such stockholder in such business and (v) a
representation that such stockholder intends to appear in person or by proxy at
the annual meeting to bring such business before the meeting. No business shall
be conducted at the annual meeting of stockholders except business brought
before the annual meeting in accordance with the procedures set forth in
Section 1.11 or in this Section, provided, however, that once business has been
properly brought before the annual meeting in accordance with such procedures,
nothing in Section 1.11 nor in this Section shall be deemed to preclude
discussion by any stockholder of any such business. If the chairman of an
annual meeting determines that business was not properly brought before the
annual meeting in accordance with the foregoing procedures, the chairman of the
meeting shall declare to the meeting that the business was not properly brought
before the meeting and such business shall not be transacted. No adjournment or
postponement of a meeting of stockholders shall commence a new period for the
giving of notice of a stockholder proposal hereunder. SECTION 1.13. INFORMAL ACTION BY STOCKHOLDERS.Any action required or permitted
to be taken at a meeting of stockholders may be taken without a meeting if
there is filed with the records of stockholders meetings an unanimous written
consent which sets forth the action and is signed by each stockholder entitled
to vote on the matter and a written waiver of any right to dissent signed by
each stockholder entitled to notice of the meeting but not entitled to vote at
it. ARTICLE II. BOARD OF DIRECTORS SECTION 2.01. FUNCTION OF DIRECTORS.The business and affairs of the
Corporation shall be managed under the direction of its Board of Directors. All
powers of the Corporation may be exercised by or under the authority of the
Board of Directors, except as conferred on or reserved to the stockholders by
statute, the Charter or these By-Laws. SECTION 2.02. NUMBER OF DIRECTORS.The Corporation shall have at least three
directors; provided that, if there is no stock outstanding, the number of
directors may be less than three but not less than one, and, if there is stock
outstanding and so long as there are less than three stockholders, the number
of directors may be less than three but not less than the number of
stockholders. The Corporation shall have the number of directors provided in
the Charter until changed as herein provided. A majority of the entire Board of
Directors may alter the number of directors set by the Charter to not exceeding
15 nor less than the minimum number then permitted herein, but the action may
not affect the tenure of office of any director. SECTION 2.03. ELECTION AND TENURE OF DIRECTORS. (a) The directors shall be divided into three classes: Class I, Class II
and Class III. Such classes shall be as nearly equal in number of directors as
possible. Each director shall serve for a term
ending on the third annual meeting of stockholders following the annual
meeting of stockholders at which that director was elected; provided, 4




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however, that the directors first designated as Class I directors shall serve
for a term expiring at the annual meeting of stockholders next following the
date of their designation as Class I directors, the directors first designated
as Class II directors shall serve for a term expiring at the second annual
meeting of stockholders next following the date of their designation as Class
II directors, and the directors first designated as Class III directors shall
serve for a term expiring at the third annual meeting of stockholders next
following the date of their designation as Class III directors. For purposes
hereof, the initial Class I, Class II and Class III directors shall be those
directors elected at the 2004 Annual Meeting of Stockholders of the Corporation
and designated as members of such class. Each director shall hold office until
the annual meeting of stockholders at which his term expires and, the foregoing
notwithstanding, shall serve until his successor shall have been duly elected
and qualified or until his earlier death, resignation or removal. (b) At each annual election after the 2004 Annual Meeting of Stockholders,
the directors chosen to succeed those whose terms then expire shall be of the
same class as the directors they succeed, unless, by reason of any intervening
changes in the authorized number of directors, the Board of Directors shall
have designated one or more directorships whose term then expires as
directorships of another class in order to more nearly achieve equality of
number of directors among the classes. (c) In the event of any change in the authorized number of directors, each
director then continuing to serve as such shall nevertheless continue as a
director of the class of which he is a member until the expiration of his
current term, or his prior death, resignation or removal. The Board of
Directors shall specify the class to which a newly created directorship shall
be allocated. (d) Election of directors need not be by written ballot. (e) The provisions of this Section 2.03 shall be subject to the rights of
the holders of any class or series of stock separately entitled to elect one or
more directors. SECTION 2.04. REMOVAL OF DIRECTOR.Subject to the rights of the holders of any
class or series of stock separately entitled to elect one or more directors,
any director may be removed by the stockholders at any time only with cause, by
the affirmative vote of a majority of all the votes entitled to be cast
generally for the election of directors. SECTION 2.05. VACANCY ON BOARD OF DIRECTORS.Subject to the rights of the
holders of any class or series of stock separately entitled to elect one or
more directors, the stockholders may elect a successor to fill a vacancy on the
Board of Directors which results from the removal of a director or, if not
filled by the stockholders by the conclusion of the next succeeding annual
meeting of the stockholders, the Board of Directors may elect such successor by
a vote of a majority of the remaining directors, whether or not sufficient to
constitute a quorum. A director elected by the stockholders to fill a vacancy
which results from the removal of a director serves for the balance of the term
of the removed director. Subject to the rights of the holders of any class of
stock separately entitled to elect one or more directors, a majority of the
remaining directors, whether or not sufficient to constitute a quorum, may fill
a vacancy on the Board of Directors which results from any other cause except
an increase in the number of directors, and a majority of the entire Board of
Directors may fill a vacancy which results from an increase in the number of
directors. A director elected by the Board of Directors to fill a vacancy
serves until the next annual meeting of stockholders and until his or her
successor is elected and qualifies. SECTION 2.06. REGULAR MEETINGS.After each meeting of stockholders at which
directors shall have been elected, the Board of Directors shall meet as soon
thereafter as practicable for the purpose of organization and the transaction
of other business. In the event that no other time and place are specified by
resolution of the Board of Directors or announced by the President or the
Chairman of the Board at such stockholders meeting, the Board of Directors
shall meet immediately following the close of, and at the place of, such
stockholders meeting. Any other regular meeting of the Board of Directors shall
be held on such date and time and at such place as may be designated from time
to time by the Board of Directors. No notice of such meeting following a
stockholders meeting or any other regular meeting shall be necessary if held as
hereinabove provided. 5




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SECTION 2.07. SPECIAL MEETINGS.Special meetings of the Board of Directors may
be called at any time by the Chairman of the Board or the President or by a
majority of the Board of Directors by vote at a meeting, or in writing with or
without a meeting. A special meeting of the Board of Directors shall be held on
such date and at any place as may be designated from time to time by the Board
of Directors. In the absence of designation such meeting shall be held at such
place as may be designated in the call. SECTION 2.08. NOTICE OF MEETING.Except as provided in Section 2.06, the
Secretary shall give notice to each director of each regular and special
meeting of the Board of Directors. The notice shall state the time and place of
the meeting. Notice is given to a director when it is delivered personally to
him or her, left at his or her residence or usual place of business, or sent by
telegraph, facsimile transmission or telephone, at least 24 hours before the
time of the meeting or, in the alternative by mail to his or her address as it
shall appear on the records of the Corporation, at least 72 hours before the
time of the meeting. Unless these By-Laws or a resolution of the Board of
Directors provides otherwise, the notice need not state the business to be
transacted at or the purposes of any regular or special meeting of the Board of
Directors. No notice of any meeting of the Board of Directors need be given to
any director who attends except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened, or to any director who, in writing
executed and filed with the records of the meeting either before or after the
holding thereof, waives such notice. Any meeting of the Board of Directors,
regular or special, may adjourn from time to time to reconvene at the same or
some other place, and no notice need be given of any such adjourned meeting
other than by announcement. SECTION 2.09. QUORUM; ACTION BY DIRECTORS.A majority of the entire Board of
Directors shall constitute a quorum for the transaction of business. In the
absence of a quorum, the directors present by majority vote and without notice
other than by announcement may adjourn the meeting from time to time until a
quorum shall attend. At any such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been transacted at the
meeting as originally notified. Unless statute or the Charter or By-Laws
requires a greater proportion, the action of a majority of the directors
present at a meeting at which a quorum is present is action of the Board of
Directors. Any action required or permitted to be taken at a meeting of the
Board of Directors may be taken without a meeting, if a unanimous written
consent which sets forth the action is signed by each member of the Board of
Directors and filed with the minutes of proceedings of the Board of Directors. SECTION 2.10. MEETING BY CONFERENCE TELEPHONE.Members of the Board of
Directors may participate in a meeting by means of a conference telephone or
similar communications equipment if all persons participating in the meeting
can hear each other at the same time. Participation in a meeting by these means
constitutes presence in person at a meeting. SECTION 2.11. COMPENSATION.By resolution of the Board of Directors a fixed sum
and expenses, if any, for attendance at each regular or special meeting of the
Board of Directors or of committees thereof, and other compensation for their
services as such or on committees of the Board of Directors, may be paid to
directors. Directors who are full-time employees of the Corporation need not be
paid for attendance at meetings of the Board of Directors or committees thereof
for which fees are paid to other directors. A director who serves the
Corporation in any other capacity also may receive compensation for such other
services, pursuant to a resolution of the directors. SECTION 2.12. RESIGNATION.Any director may resign at any time by sending a
written notice of such resignation to the headquarters office of the
Corporation addressed to the Chairman of the Board or the President. Unless
otherwise specified therein such resignation shall take effect upon receipt
thereof by the Chairman of the Board or the President. SECTION 2.13. PRESUMPTION OF ASSENT.A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his or her dissent or abstention shall be entered in the minutes of the meeting
or unless he or she shall file his or her written dissent to such action with
the person acting as the secretary of the meeting before the 6




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adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who votes in favor of such
action or fails to make his dissent known at the meeting. SECTION 2.14. ADVISORY DIRECTORS.The Board of Directors may by resolution
appoint advisory directors to the Board of Directors, who may also serve as
directors emeriti, and shall have such authority and receive such compensation
and reimbursement as the Board of Directors shall provide. Advisory directors
or directors emeriti shall not have the authority to participate by vote in the
transaction of business. ARTICLE III. COMMITTEES SECTION 3.01. COMMITTEES.The Board of Directors may appoint from among its
members an Executive Committee, an Audit Committee, a Compensation Committee,
and other committees composed of one or more directors and delegate to these
committees any of the powers of the Board of Directors, except the power to
authorize dividends on stock, elect directors, issue stock other than as
provided in the next sentence, recommend to the stockholders any action which
requires stockholder approval, amend these By-Laws, or approve any merger or
share exchange which does not require stockholder approval. The Audit Committee
shall be comprised only of directors who are independent, as that term is
defined under the NASDAQ rules. The Compensation Committee shall be comprised
only of directors who are disinterested persons within the meaning of Rule
16b-3 of the Securities Exchange Act of 1934, as amended. If the Board of
Directors has given general authorization for the issuance of stock providing
for or establishing a method or procedure for determining the maximum number of
shares to be issued, a committee of the Board of Directors, in accordance with
that general authorization or any stock option or other plan or program adopted
by the Board of Directors, may authorize or fix the terms of stock subject to
classification or reclassification and the terms on which any stock may be
issued, including all terms and conditions required or permitted to be
established or authorized by the Board of Directors. SECTION 3.02. COMMITTEE PROCEDURE.Each committee may fix rules of procedure
for its business. A majority of the members of a committee shall constitute a
quorum for the transaction of business and the act of a majority of those
present at a meeting at which a quorum is present shall be the act of the
committee. The members of a committee present at any meeting, whether or not
they constitute a quorum, may appoint a director to act in the place of an
absent member. Any action required or permitted to be taken at a meeting of a
committee may be taken without a meeting, if an unanimous written consent which
sets forth the action is signed by each member of the committee and filed with
the minutes of the committee. The members of a committee may conduct any
meeting thereof by conference telephone in accordance with the provisions of
Section 2.10. SECTION 3.03. EMERGENCY.In the event of a state of disaster of sufficient
severity to prevent the conduct and management of the affairs and business of
the Corporation by its directors and officers as contemplated by the Charter
and these By-Laws, any two or more available members of the then incumbent
Executive Committee shall constitute a quorum of that Committee for the full
conduct and management of the affairs and business of the Corporation in
accordance with the provisions of Section 3.01. In the event of the
unavailability, at such time, of a minimum of two members of the then incumbent
Executive Committee, the available directors shall elect an Executive Committee
consisting of any two members of the Board of Directors, whether or not they be
officers of the Corporation, which two members shall constitute the Executive
Committee for the full conduct and management of the affairs of the Corporation
in accordance with the foregoing provisions of this Section. This Section shall
be subject to implementation by resolution of the Board of Directors passed
from time to time for that purpose, and any provisions of these By-Laws (other
than this Section) and any resolutions which are contrary to the provisions of
this Section or to the provisions of any such implementary resolutions shall be
suspended until it shall be determined by any interim Executive Committee
acting under this Section that it shall be to the advantage of the Corporation
to resume the conduct and management of its affairs and business under all the
other provisions of these By-Laws. ARTICLE IV. OFFICERS 7




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SECTION 4.01. EXECUTIVE AND OTHER OFFICERS.The Corporation shall have a
President, a Secretary, and a Treasurer. It may also have a Chairman of the
Board. The Board of Directors shall designate who shall serve as Chief
Executive Officer, who shall have general supervision of the business and
affairs of the Corporation, and may designate a Chief Operating Officer, who
shall have supervision of the operations of the Corporation. In the absence of
any designation, the Chairman of the Board, if there be one, shall serve as
Chief Executive Officer and the President shall serve as Chief Operating
Officer. In the absence of the Chairman of the Board, or if there be none, the
President shall be the Chief Executive Officer. The same person may hold both
offices. The Corporation may also have one or more Vice-Presidents, assistant
officers, and subordinate officers as may be established by the Board of
Directors. A person may hold more than one office in the Corporation except
that no person may serve concurrently as both President and Vice-President of
the Corporation. The Chairman of the Board shall be a director, and the other
officers may be directors. SECTION 4.02. CHAIRMAN OF THE BOARD.The Chairman of the Board, if one be
elected, shall preside at all meetings of the Board of Directors and of the
stockholders at which he or she shall be present. Unless otherwise specified by
the Board of Directors, he or she shall be the Chief Executive Officer of the
Corporation. In general, he or she shall perform such duties as are customarily
performed by the Chief Executive Officer of a corporation and may perform any
duties of the President and shall perform such other duties and have such other
powers as are from time to time assigned to him or her by the Board of
Directors. SECTION 4.03. PRESIDENT.Unless otherwise provided by resolution of the Board
of Directors, the President, in the absence of the Chairman of the Board, shall
preside at all meetings of the Board of Directors and of the stockholders at
which he or she shall be present. He or she may execute, in the name of the
Corporation, all authorized deeds, mortgages, bonds, contracts or other
instruments, except in cases in which the signing and execution thereof shall
have been expressly delegated to some other officer or agent of the
Corporation. In general, he or she shall perform such other duties customarily
performed by a president of a corporation and shall perform such other duties
and have such other powers as are from time to time assigned to him or her by
the Board of Directors or the Chief Executive Officer of the Corporation. SECTION 4.04. VICE-PRESIDENTS.The Vice-President or Vice-Presidents, at the
request of the chief executive officer or the President, or in the Presidents
absence or during his or her inability to act, shall perform the duties and
exercise the functions of the President, and when so acting shall have the
powers of the President. If there be more than one Vice-President, the Board of
Directors may determine which one or more of the Vice-Presidents shall perform
any of such duties or exercise any of such functions, or if such determination
is not made by the Board of Directors, the chief executive officer, or the
President may make such determination; otherwise any of the Vice-Presidents may
perform any of such duties or exercise any of such functions. Each
Vice-President shall perform such other duties and have such other powers, and
have such additional descriptive designations in their titles (if any), as are
from time to time assigned to them by the Board of Directors, the chief
executive officer, or the President. SECTION 4.05. SECRETARY.The Secretary shall keep the minutes of the meetings
of the stockholders, of the Board of Directors and of any committees, in books
provided for the purpose; he or she shall see that all notices are duly given
in accordance with the provisions of these By-Laws or as required by law; he or
she shall be custodian of the records of the Corporation; he or she may witness
any document on behalf of the Corporation, the execution of which is duly
authorized, see that the corporate seal is affixed where such document is
required or desired to be under its seal, and, when so affixed, may attest the
same. In general, he or she shall perform such other duties customarily
performed by a secretary of a corporation, and shall perform such other duties
and have such other powers as are from time to time assigned to him or her by
the Board of Directors, the chief executive officer, or the President. SECTION 4.06. TREASURER.The Treasurer shall have charge of and be responsible
for all funds, securities, receipts and disbursements of the Corporation, and
shall deposit, or cause to be deposited, in the name of the Corporation, all
moneys or other valuable effects in such banks, trust companies or other
depositories as shall, from time to time, be selected by the Board of
Directors; he or she shall render to the President and to the Board of 8




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Directors, whenever requested, an account of the financial condition of the
Corporation. In general, he or she shall perform such other duties customarily
performed by a treasurer of a corporation, and shall perform such other duties
and have such other powers as are from time to time assigned to him or her by
the Board of Directors, the chief executive officer, or the President. SECTION 4.07. ASSISTANT AND SUBORDINATE OFFICERS.The assistant and subordinate
officers of the Corporation are all officers below the office of
Vice-President, Secretary, or Treasurer. The assistant or subordinate officers
shall have such duties as are from time to time assigned to them by the Board
of Directors, the chief executive officer, or the President. SECTION 4.08. ELECTION, TENURE AND REMOVAL OF OFFICERS.The Board of Directors
shall elect the officers of the Corporation. The Board of Directors may from
time to time authorize any committee or officer to appoint assistant and
subordinate officers. Election or appointment of an officer, employee or agent
shall not of itself create contract rights. All officers shall be appointed to
hold their offices, respectively, during the pleasure of the Board of
Directors. The Board of Directors (or, as to any assistant or subordinate
officer, any committee or officer authorized by the Board of Directors) may
remove an officer at any time. The removal of an officer does not prejudice any
of his or her contract rights. The Board of Directors (or, as to any assistant
or subordinate officer, any committee or officer authorized by the Board of
Directors) may fill a vacancy which occurs in any office for the unexpired
portion of the term. SECTION 4.09. COMPENSATION.The Board of Directors shall have power to fix the
salaries and other compensation and remuneration, of whatever kind, of all
officers of the Corporation. No officer shall be prevented from receiving such
salary by reason of the fact that he or she is also a director of the
Corporation. The compensation of all officers and agents of the Corporation who
are also directors of the Corporation shall be fixed by the Board of Directors.
The Board of Directors may authorize any committee or officer, upon whom the
power of appointing assistant and subordinate officers may have been conferred,
to fix the salaries, compensation and remuneration of such assistant and
subordinate officers. ARTICLE V. DIVISIONAL TITLES SECTION 5.01. CONFERRING DIVISIONAL TITLES.The Board of Directors may from
time to time confer upon any employee of a division of the Corporation the
title of President, Vice President, Treasurer or Controller of such division or
any other title or titles deemed appropriate, or may authorize the Chairman of
the Board or the President to do so. Any such titles so conferred may be
discontinued and withdrawn at any time by the Board of Directors, or by the
Chairman of the Board or the President if so authorized by the Board of
Directors. Any employee of a division designated by such a divisional title
shall have the powers and duties with respect to such division as shall be
prescribed by the Board of Directors, the Chairman of the Board or the
President. SECTION 5.02. EFFECT OF DIVISIONAL TITLES.The conferring of divisional titles shall
not create an office of the Corporation under Article IV unless specifically
designated as such by the Board of Directors; but any person who is an officer
of the Corporation may also have a divisional title. ARTICLE VI. STOCK SECTION 6.01. CERTIFICATES FOR STOCK.The Board of Directors may determine to
issue certificated or uncertificated shares of capital stock and other
securities of the Corporation. For certificated stock, each stockholder is
entitled to certificates which represent and certify the shares of stock he or
she holds in the Corporation. Each stock certificate shall include on its face
the name of the Corporation, the name of the stockholder or other person to
whom it is issued, and the class of stock and number of shares it represents.
It shall also include on its face or back (a) a statement of any restrictions
on transferability and a statement of the designations and any preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions of redemption of the stock
of each class which the Corporation is authorized to issue, of the differences
in the relative rights and preferences between the shares of each series of a
preferred or special class in series which the 9




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Corporation is authorized to issue, to the extent they have been set, and of
the authority of the Board of Directors to set the relative rights and
preferences of subsequent series of a preferred or special class of stock or
(b) a statement which provides in substance that the Corporation will furnish a
full statement of such information to any stockholder on request and without
charge. Such request may be made to the Secretary or to its transfer agent.
Except as provided in the Maryland Uniform Commercial Code  Investment
Securities, the fact that a stock certificate does not contain or refer to a
restriction on transferability that is adopted after the date of issuance does
not mean that the restriction is invalid or unenforceable. Upon the issuance of
uncertificated shares of capital stock, the Corporation shall send the
stockholder a written statement of the same information required above on the
certificate and by the Maryland Uniform Commercial Code  Investment
Securities. It shall be in such form, not inconsistent with law or with the
Charter, as shall be approved by the Board of Directors or any officer or
officers designated for such purpose by resolution of the Board of Directors.
Each stock certificate shall be signed by the Chairman of the Board, the
President, or a Vice-President, and countersigned by the Secretary, an
Assistant Secretary, the Treasurer, or an Assistant Treasurer. Each certificate
may be sealed with the actual corporate seal or a facsimile of it or in any
other form and the signatures may be either manual or facsimile signatures. A
certificate is valid and may be issued whether or not an officer who signed it
is still an officer when it is issued. A certificate may not be issued until
the stock represented by it is fully paid. SECTION 6.02. TRANSFERS.The Board of Directors shall have power and authority
to make such rules and regulations as it may deem expedient concerning the
issue, transfer and registration of certificates of stock; and may appoint
transfer agents and registrars thereof. The duties of transfer agent and
registrar may be combined. SECTION 6.03. RECORD DATES OR CLOSING OF TRANSFER BOOKS.The Board of Directors
may, and shall have the sole power to, set a record date or direct that the
stock transfer books be closed for a stated period for the purpose of making
any proper determination with respect to stockholders, including which
stockholders are entitled to request a special meeting of stockholders, notice
of a meeting of stockholders, vote at a meeting of stockholders, receive a
dividend, or be allotted other rights. The record date may not be prior to the
close of business on the day the record date is fixed nor, subject to Section
1.06, more than 90 days before the date on which the action requiring the
determination will be taken; the transfer books may not be closed for a period
longer than 20 days; and, in the case of a meeting of stockholders, the record
date or the closing of the transfer books shall be at least ten days before the
date of the meeting. Any shares of the Corporations own stock acquired by the
Corporation between the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders and the time of the meeting
may be voted at the meeting by the holder of record as of the record date and
shall be counted in determining the total number of outstanding shares entitled
to be voted at the meeting. SECTION 6.04. STOCK LEDGER.The Corporation shall maintain a stock ledger which
contains the name and address of each stockholder and the number of shares of
stock of each class which the stockholder holds. The stock ledger may be in
written form or in any other form which can be converted within a reasonable
time into written form for visual inspection. The original or a duplicate of
the stock ledger shall be kept at the offices of a transfer agent for the
particular class of stock, or, if none, at the principal office in the State of
Maryland or the principal executive offices of the Corporation. SECTION 6.05. CERTIFICATION OF BENEFICIAL OWNERS.The Board of Directors may
adopt by resolution a procedure by which a stockholder of the Corporation may
certify in writing to the Corporation that any shares of stock registered in
the name of the stockholder are held for the account of a specified person
other than the stockholder. The resolution shall set forth the class of
stockholders who may certify; the purpose for which the certification may be
made; the form of certification and the information to be contained in it; if
the certification is with respect to a record date or closing of the stock
transfer books, the time after the record date or closing of the stock transfer
books within which the certification must be received by the Corporation; and
any other provisions with respect to the procedure which the Board of Directors
considers necessary or desirable. On receipt of a certification which complies
with the procedure adopted by the Board of Directors in accordance with this
Section, the person specified in the certification is, for the purpose set
forth in the certification, the holder of record of the specified stock in
place of the stockholder who makes the certification. 10




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SECTION 6.06. LOST STOCK CERTIFICATES.The Board of Directors may determine the
conditions for issuing a new stock certificate in place of one which is alleged
to have been lost, stolen, or destroyed, or the Board of Directors may delegate
such power to any officer or officers of the Corporation. In their discretion,
the Board of Directors or such officer or officers may require the owner of the
certificate to give bond, with sufficient surety, to indemnify the Corporation
against any loss or claim arising as a result of the issuance of a new
certificate. In their discretion, the Board of Directors or such officer or
officers may refuse to issue such new certificate save upon the order of some
court having jurisdiction in the premises. SECTION 6.07. EXEMPTION FROM CONTROL SHARE ACQUISITION STATUTE.The provisions
of Sections 3-701 to 3-709 of the Maryland General Corporation Law (MGCL)
shall not apply to any share of the capital stock of the Corporation now or
hereafter beneficially held (during the period of such beneficial ownership) by
Maurice B. Tosé, or any entity controlling, controlled by or under common
control with Maurice B. Tosé, or by his spouse, children, stepchildren, father,
mother, brother, sister, any lineal descendants of any of the foregoing, any
estates of any of the foregoing, any trusts now or hereafter established for
the benefit of any of the foregoing, any other entity now or hereafter
controlled by any of the foregoing. Such shares of capital stock are exempted
from such Sections of the MGCL to the fullest extent permitted by Maryland law. SECTION 6.08. EXEMPTION FROM BUSINESS COMBINATION STATUTE.The provisions of
Sections 3-601 to 3-604 of the MGCL shall not apply to any business
combination with the Corporation and Maurice B. Tosé, or any entity
controlling, controlled by or under common control with Maurice B. Tosé, his
spouse, children, stepchildren, father, mother, brother, sister, any lineal
descendants of any one or more of the foregoing, any estates of any one or more
of the foregoing, any trusts now or hereafter established for the benefit of
any one or more of the foregoing, any other entity now or hereafter controlled
by any of the foregoing. Such persons are exempted from such Sections of the
MGCL to the fullest extent permitted by Maryland law. ARTICLE VII. FINANCE SECTION 7.01. CHECKS, DRAFTS, ETC.All checks, drafts and orders for the payment of
money, notes and other evidences of indebtedness, issued in the name of the
Corporation, shall, unless otherwise provided by resolution of the Board of
Directors, be signed by the Chairman of the Board, the President, a
Vice-President or an Assistant Vice-President, the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary. SECTION 7.02. ANNUAL STATEMENT OF AFFAIRS.The President or chief accounting
officer shall prepare annually a full and correct statement of the affairs of
the Corporation, to include a balance sheet and a financial statement of
operations for the preceding fiscal year. The statement of affairs shall be
submitted at the annual meeting of the stockholders and, within 20 days after
the meeting, placed on file at the Corporations principal office. SECTION 7.03. FISCAL YEAR.The fiscal year of the Corporation shall be the 12
calendar months period ending December 31 in each year, unless otherwise
provided by the Board of Directors. SECTION 7.04. DIVIDENDS.If declared by the Board of Directors at any meeting
thereof, the Corporation may pay dividends on its shares in cash, property, or
in shares of the capital stock of the Corporation, unless such dividend is
contrary to law or to a restriction contained in the Charter. SECTION 7.05. LOANS.No loans shall be contracted on behalf of the Corporation
and no evidence of indebtedness shall be issued in its name unless authorized
by the Board of Directors. Such authority may be general or confined to
specific instances. SECTION 7.06. DEPOSITS.All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in any of
its duly authorized depositories as the Board of Directors may select. 11




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ARTICLE VIII. INDEMNIFICATION SECTION 8.01. PROCEDURE.Any indemnification, or payment of expenses in advance
of the final disposition of any proceeding, shall be made promptly, and in any
event within 60 days, upon the written request of the director or officer
entitled to seek indemnification (the Indemnified Party). The right to
indemnification and advances hereunder shall be enforceable by the Indemnified
Party in any court of competent jurisdiction, if (i) the Corporation denies
such request, in whole or in part, or (ii) no disposition thereof is made
within 60 days. The Indemnified Partys costs and expenses incurred in
connection with successfully establishing his or her right to indemnification,
in whole or in part, in any such action shall also be reimbursed by the
Corporation. It shall be a defense to any action for advance for expenses that
(a) a determination has been made that the facts then known to those making the
determination would preclude indemnification or (b) the Corporation has not
received both (i) an undertaking as required by law to repay such advances in
the event it shall ultimately be determined that the standard of conduct has
not been met and (ii) a written affirmation by the Indemnified Party of such
Indemnified Partys good faith belief that the standard of conduct necessary
for indemnification by the Corporation has been met. SECTION 8.02. EXCLUSIVITY, ETC.The indemnification and advance of expenses
provided by the Charter and these By-Laws shall not be deemed exclusive of any
other rights to which a person seeking indemnification or advance of expenses
may be entitled under any law (common or statutory), or any agreement, vote of
stockholders or disinterested directors or other provision that is consistent
with law, both as to action in his or her official capacity and as to action in
another capacity while holding office or while employed by or acting as agent
for the Corporation, shall continue in respect of all events occurring while a
person was a director or officer after such person has ceased to be a director
or officer, and shall inure to the benefit of the estate, heirs, executors and
administrators of such person. The Corporation shall not be liable for any
payment under this By-Law in connection with a claim made by a director or
officer to the extent such director or officer has otherwise actually received
payment under insurance policy, agreement, vote or otherwise, of the amounts
otherwise indemnifiable hereunder. All rights to indemnification and advance of
expenses under the Charter of the Corporation and hereunder shall be deemed to
be a contract between the Corporation and each director or officer of the
Corporation who serves or served in such capacity at any time while this By-Law
is in effect. Nothing herein shall prevent the amendment of this By-Law,
provided that no such amendment shall diminish the rights of any person
hereunder with respect to events occurring or claims made before its adoption
or as to claims made after its adoption in respect of events occurring before
its adoption. Any repeal or modification of this By-Law shall not in any way
diminish any rights to indemnification or advance of expenses of such director
or officer or the obligations of the Corporation arising hereunder with respect
to events occurring, or claims made, while this By-Law or any provision hereof
is in force. SECTION 8.03. SEVERABILITY; DEFINITIONS.The invalidity or unenforceability of
any provision of this Article VIII shall not affect the validity or
enforceability of any other provision hereof. The phrase this By-Law in this
Article VIII means this Article VIII in its entirety. ARTICLE IX. SUNDRY PROVISIONS SECTION 9.01. BOOKS AND RECORDS.The Corporation shall keep correct and
complete books and records of its accounts and transactions and minutes of the
proceedings of its stockholders and Board of Directors and of any executive or
other committee when exercising any of the powers of the Board of Directors.
The books and records of the Corporation may be in written form or in any other
form which can be converted within a reasonable time into written form for
visual inspection. Minutes shall be recorded in written form but may be
maintained in the form of a reproduction. The original or a certified copy of
these By-Laws shall be kept at the principal office of the Corporation. SECTION 9.02. CORPORATE SEAL.The Board of Directors shall provide a suitable
seal, bearing the name of the Corporation, which shall be in the charge of the
Secretary. The Board of Directors may authorize one or more duplicate seals and
provide for the custody thereof. If the Corporation is required to
place its corporate seal to a document, it is sufficient to meet the
requirement of any law, rule, or regulation relating to a corporate seal to
place 12




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the word (seal) adjacent to the signature of the person authorized to sign
the document on behalf of the Corporation. SECTION 9.03. BONDS.The Board of Directors may require any officer, agent or
employee of the Corporation to give a bond to the Corporation, conditioned upon
the faithful discharge of his or her duties, with one or more sureties and in
such amount as may be satisfactory to the Board of Directors. SECTION 9.04. VOTING STOCK IN OTHER CORPORATIONS.Stock of other corporations
or associations, registered in the name of the Corporation, may be voted by the
President, a Vice-President, or a proxy appointed by either of them. The Board
of Directors, however, may by resolution appoint some other person to vote such
shares, in which case such person shall be entitled to vote such shares upon
the production of a certified copy of such resolution. SECTION 9.05. MAIL.Any notice or other document which is required by these
By-Laws to be mailed shall be deposited in the United States mails, postage
prepaid. SECTION 9.06. CONTRACTS AND AGREEMENTS.To the extent permitted by applicable
law, and except as otherwise prescribed by the Charter or these By-Laws, the
Board of Directors may authorize any officer, employee or agent of the
Corporation to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the Corporation. Such authority may be general or
confined to specific instances. A person who holds more than one office in the
Corporation may not act in more than one capacity to execute, acknowledge, or
verify an instrument required by law to be executed, acknowledged, or verified
by more than one officer. SECTION 9.07. AMENDMENTS.These By-Laws may be repealed, altered, amended or
rescinded and new bylaws may be adopted (a) by the Board of Directors by the
affirmative vote of a majority of the Board of Directors at a meeting held in
accordance with the provisions of these By-Laws or (b) by the stockholders of
the Corporation (considered for this purpose as one class) by the affirmative
vote of at least 80% of all the votes entitled to be cast by the outstanding
shares of capital stock of the Corporation generally in the election of
directors which are cast on the matter at any meeting of the stockholders
called for that purpose (provided that notice of such proposal is included in
the notice of such meeting). 13