**Exhibit3.01**

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**RWD TECHNOLOGIES, INC.**

 

**AMENDED AND RESTATED BY-LAWS**

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**ARTICLE I**

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**STOCKHOLDERS**

 

**SECTION 1.01.  *Annual Meeting*.**  TheCorporation shall hold an annual meeting of its stockholders to elect directorsand transact any other business within its powers, either at 10:00 a.m. on thelast Thursday of May in each year if not a legal holiday, or at such other timeon such other day falling on or before the 30th day thereafter as shall be setby the Board of Directors.  Except asthe Charter or statute provides otherwise, any business may be considered at anannual meeting without the purpose of the meeting having been specified in thenotice.  Failure to hold an annualmeeting does not invalidate the Corporation’s existence or affect any otherwisevalid corporate acts.

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**SECTION 1.02.  *Special Meeting*. ** Atany time in the interval between annual meetings, a special meeting of thestockholders may be called by the Chairman of the Board or the President or bya 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 inSection 1.12, special meetings of the stockholders shall be called by theSecretary at the request of the stockholders only on the written request ofstockholders entitled to cast at least a majority of all the votes entitled tobe cast at the meeting.  A request for aspecial meeting shall state the purpose of the meeting and the matters proposedto be acted on at it.  Unless the Boardof Directors determines otherwise, no matters other than those contained in theCorporation’s notice of a special meeting shall be acted upon at suchmeeting.  The Secretary shall inform thestockholders who make the request of the reasonably estimated costs ofpreparing and mailing a notice of the meeting and, on payment of these costs tothe Corporation, notify each stockholder entitled to notice of themeeting.  The Board of Directors shallhave sole power to fix the date and time of the special meeting.  Unless requested by stockholders entitled tocast a majority of all the votes entitled to be cast at the meeting, a specialmeeting need not be called to consider any matter which is substantially thesame as a matter voted on at any special meeting of stockholders held in thepreceding 12 months.

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

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**SECTION 1.04.  *Notice of Meetings; Waiver of Notice*.**  Notless than ten nor more than 90 days before each stockholders’ meeting, theSecretary shall give written notice of the meeting to each stockholder entitledto vote at the meeting and each other stockholder entitled to notice of themeeting.  The notice shall state thetime and place of the meeting and, if the meeting is a special meeting ornotice of the purpose is required by statute, the purpose of the meeting.  Notice is given to a stockholder when it ispersonally delivered to him or her, left at his or her residence or usual placeof business, or mailed to him or her at his or her address as it appears on therecords of the Corporation. Notwithstanding the foregoing provisions, each person who is entitled tonotice waives notice if he or she before or after the meeting signs a waiver ofthe notice which is filed with the records of stockholders’ meetings, or ispresent at the meeting in person or by proxy.

 

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

 

**SECTION 1.06.  *Adjournments*.**  Whetheror not a quorum is present, a meeting of stockholders convened on the date forwhich it was called may be adjourned from time to time without further noticeby a majority vote of the stockholders present in person or by proxy to a datenot more than 120 days after the original record date.  Any business which might have beentransacted at the meeting as originally notified may be deferred and transactedat any such adjourned meeting at which a quorum shall be present.

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**SECTION 1.07.  *General Right to Vote; Proxies*.  **Unlessthe Charter provides for a greater or lesser number of votes per share orlimits or denies voting rights, each outstanding share of stock, regardless ofclass, is entitled to one vote on each matter submitted to a vote at a meetingof stockholders.  In all elections fordirectors, each share of stock may be voted for as many individuals as thereare directors to be elected and for whose election the share is entitled to bevoted.  A stockholder may vote the stockthe stockholder owns of record either in person or by proxy.  A stockholder may sign a writing authorizinganother person to act as proxy.  Signingmay be accomplished by the stockholder or the stockholder’s authorized agentsigning the writing or causing the stockholder’s signature to be affixed to thewriting by any reasonable means, including facsimile signature.  A stockholder may authorize another personto act as proxy by transmitting, or authorizing the transmission of, atelegram, cablegram, datagram, or other means of electronic transmission to theperson authorized to act as proxy or to a proxy solicitation firm, proxysupport service organization, or other person authorized by the person who willact as proxy to receive the transmission. Unless a proxy provides otherwise, it is not valid more than 11 monthsafter its date.  A proxy is revocable bya stockholder at any time without condition or qualification unless the proxystates that it is irrevocable and the proxy is coupled with an interest.  A proxy may be made irrevocable for so longas it is coupled with an interest.  Theinterest with which a proxy may be coupled includes an interest in the stock tobe voted under the proxy or another general interest in the Corporation or itsassets or liabilities.

 

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

 

**SECTION 1.09.  *Conduct ofBusiness.*  **Nominations of personsfor election to the Board of Directors and the proposal of business to beconsidered 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 directionof the Board of Directors or (c) by any stockholder of the Corporation (i) whowas a stockholder of record at the time of giving notice(s) provided for inSection 1.12, (ii) who is entitled to vote at the meeting and (iii) whocomplied with the notice(s) procedures set forth in Section 1.12. The proposalof business to be considered by the stockholders may be made at a specialmeeting of stockholders only pursuant to the Corporation’s notice of meeting.Nominations of persons for election to the Board of Directors may be made at aspecial meeting of stockholders (a) only

 

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pursuant to the Corporation’s notice of meeting, (b) by or at thedirection of the Board of Directors or (c) by any stockholder of theCorporation (i) who was a stockholder of record at the time of giving noticeprovided for in Section 1.12, (ii) who is entitled to vote at the meeting and(iii) who complied with the notice procedures set forth in Section 1.12.  The chairman of the meeting shall have thepower and duty to determine whether a nomination or any business proposed to bebrought before the meeting was made in accordance with the procedures set forthin Section 1.12 and this Section and, if any proposed nomination or business isnot in compliance with Section 1.12 and this Section, to declare that suchdefective nomination or proposal be disregarded.

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**SECTION 1.10.  *Conduct of Voting*.**  Atall meetings of stockholders, unless the voting is conducted by inspectors, theproxies and ballots shall be received, and all questions touching thequalification of voters and the validity of proxies, the acceptance orrejection of votes and procedures for the conduct of business not otherwisespecified by these By-Laws, the Charter or law, shall be decided or determinedby the chairman of the meeting.  Ifdemanded by stockholders, present in person or by proxy, entitled to cast 10%in number of votes entitled to be cast, or if ordered by the chairman, the voteupon any election or question shall be taken by ballot and, upon like demand ororder, the voting shall be conducted by two inspectors, in which event theproxies and ballots shall be received, and all questions touching thequalification of voters and the validity of proxies and the acceptance orrejection of votes shall be decided, by such inspectors.  Unless so demanded or ordered, no vote needbe by ballot and voting need not be conducted by inspectors.  The stockholders at any meeting may choosean inspector or inspectors to act at such meeting, and in default of suchelection the chairman of the meeting may appoint an inspector or inspectors.  No candidate for election as a director at ameeting shall serve as an inspector thereat.

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**SECTION 1.11.  *Informal Action by Stockholders*.**  Anyaction required or permitted to be taken at a meeting of stockholders may betaken without a meeting if there is filed with the records of stockholdersmeetings an unanimous written consent which sets forth the action and is signedby each stockholder entitled to vote on the matter and a written waiver of anyright to dissent signed by each stockholder entitled to notice of the meetingbut not entitled to vote at it.

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**SECTION 1.12**.**  *Advance Notice Provisions***.**  **Forany stockholder proposal to be presented in connection with an annual orspecial meeting of stockholders of the Corporation, including any proposalrelating to the nomination of a director to be elected to the Board ofDirectors of the Corporation, the stockholders must have given timely noticethereof in writing to the Secretary of the Corporation.  To be timely, a stockholder’s notice shallbe delivered to or mailed and received by the Secretary at the principal executiveoffices of the Corporation (a) in the case of an annual meeting, not more than120 days and not less than 90 days prior to the earliest of (i) such annualmeeting, (ii) the first anniversary of the mailing date of the notice of thepreceding year’s annual meeting and (iii) the first anniversary of thepreceding year’s annual meeting; *provided, however*, that in the event thatthe date of the annual meeting is advanced by more than 30 days or delayed bymore than 60 days from such anniversary date, notice by the stockholder must beso delivered not earlier than the 120th day prior to such annualmeeting and not later than the close of business on the later of the 90thday prior to such annual meeting or the tenth day following the day on whichpublic announcement of the date of such meeting is first made; and (b) subjectto Section 1.02, in the case of a special meeting of stockholders, not laterthan the close of business on the tenth day following the day on which noticeof the date of the special meeting was mailed or public disclosure of the dateof the special meeting was made, whichever first occurs.  Such stockholder’s notice shall set forth(a) as to each person whom the stockholder proposes to nominate for election orreelection as a

 

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director all informationrelating to such person that is required to be disclosed in connection withsolicitations of proxies for election of directors pursuant to Regulation 14Aunder the Securities Exchange Act of 1934, as amended (the “Exchange Act”)(including such person’s written consent to being named in the proxy statementas a nominee and to serving as a director if elected); (b) as to any otherbusiness that the stockholder proposes to bring before the meeting, a briefdescription of the business desired to be brought before the meeting, thereasons for conducting such business at the meeting and any material interestin such business of such stockholder and of the beneficial owner, if any, onwhose behalf the proposal is made; and (c) as to the stockholder giving thenotice and the beneficial owner, if any, on whose behalf the nomination orproposal is made, (i) the name and address of such stockholder, as they appearon the Corporation’s books, and of such beneficial owner, (ii) the class andnumber of shares of stock of the Corporation which are owned beneficially andof record by such stockholder and such beneficial owner, (iii) a description ofall arrangements or understandings between such stockholder and any otherperson or persons (including their names) in connection with such nomination orproposal of such business and (iv) a representation that such stockholderintends to appear in person or by proxy at the meeting to nominate such personsor bring such business before the meeting. If the chairman of a meeting determines that a nomination or otherbusiness was not properly brought before the meeting in accordance with theforegoing procedures, the chairman of the meeting shall declare to the meetingthat (a) such nomination was defective and such nomination shall be disregardedor (b) such business was not properly brought before the meeting and suchbusiness shall not be transacted.  Noadjournment or postponement of a meeting of stockholders shall commence a newperiod for the giving of notice of a stockholder proposal hereunder.

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**ARTICLE II**

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**BOARD OF DIRECTORS**

 

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

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**SECTION 2.02**.**  *Number of Directors***.**  **TheCorporation shall have at least three directors; provided that, if there is nostock outstanding, the number of Directors may be less than three but not lessthan one, and, if there is stock outstanding and so long as there are less thanthree stockholders, the number of Directors may be less than three but not lessthan the number of stockholders.  TheCorporation shall have the number of directors provided in the Charter untilchanged as herein provided.  Two-thirdsof the entire Board of Directors may alter the number of directors set by theCharter to not exceeding 25 nor less than the minimum number then permittedherein, but the action may not affect the tenure of office of any director.

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**SECTION 2.03.  *Election and Tenure of Directors.***  The directors shall be dividedinto three classes as nearly equal in number as possible.  At each successive annual meeting ofstockholders, the holders of stock present in person or by proxy at suchmeeting and entitled to vote thereat shall elect members of each successiveclass to serve for three year terms and until their successors are elected andqualify.  If the number of directors ischanged, any increase or decrease shall be apportioned among the classes so asto maintain the number of directors in each class as

 

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nearly equal as possible,and any additional director of any class shall, subject to Section 2.05, holdoffice for a term that shall coincide with the remaining term of that class,but in no case shall a decrease in the number of directors shorten the term ofany incumbent director.

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**SECTION 2.04**.**  *Removal of Director***.**  **Subjectto the rights of the holders of any class separately entitled to elect one ormore directors, any director, or the entire Board of Directors, may be removedfrom office at any time, but only for cause and then only by the affirmativevote of the holders of at least 80% of the combined voting power of all classesof shares of capital stock entitled to vote in the election for directors.

 

**SECTION 2.05**.**  *Vacancy on Board***.**  **Subjectto the rights of the holders of any class of stock separately entitled to electone or more directors, the stockholders may elect a successor to fill a vacancyon the Board of Directors which results from the removal of a director.  A director elected by the stockholders tofill a vacancy which results from the removal of a director serves for thebalance of the term of the removed director. Subject to the rights of the holders of any class of stock separatelyentitled 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 theBoard of Directors which results from any cause except an increase in thenumber of directors, and a majority of the entire Board of Directors may fill avacancy which results from an increase in the number of directors.  A director elected by the Board of Directorsto fill a vacancy serves until the next annual meeting of stockholders anduntil his successor is elected and qualifies.

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**SECTION 2.06.  *Regular Meetings*.**  Aftereach meeting of stockholders at which directors shall have been elected, theBoard of Directors shall meet as soon as practicable for the purpose oforganization and the transaction of other business.  In the event that no other time and place are specified byresolution of the Board, the President or the Chairman, with notice inaccordance with Section 2.08, the Board of Directors shall meet immediatelyfollowing the close of, and at the place of, such stockholders’ meeting.  Any other regular meeting of the Board ofDirectors shall be held on such date and at any place as may be designated fromtime to time by the Board of Directors.

 

**SECTION 2.07**.**  *Special Meetings***.**  **Specialmeetings of the Board of Directors may be called at any time by the Chairman ofthe Board or the President or by one-third of the Board of Directors by vote ata meeting, or in writing with or without a meeting.  A special meeting of the Board of Directors shall be held on suchdate and at any place as may be designated from time to time by the Board ofDirectors.  In the absence ofdesignation such meeting shall be held at such place as may be designated inthe call.

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**SECTION 2.08.  *Notice of Meeting*.**  Exceptas provided in Section 2.06, the Secretary shall give notice to each directorof each regular and special meeting of the Board of Directors.  The notice shall state the time and place ofthe meeting.  Notice is given to adirector when it is delivered personally to him or her, left at his or herresidence or usual place of business, or sent by telegraph, facsimiletransmission or telephone, at least 24 hours before the time of the meeting or,in the alternative by mail to his or headdress as it shall appear on the recordsof the Corporation, at least 72 hours before the time of the meeting.  Unless the By-Laws or a resolution of theBoard of Directors provides otherwise, the notice need not state the businessto be transacted at or the purposes of any regular or special meeting of theBoard of Directors.  No notice of anymeeting of the Board of Directors need be given to any director who attendsexcept where a director attends a meeting for the express purpose of objectingto the transaction of any business because the meeting is not

 

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lawfully called or convened, or to any director who, in writingexecuted and filed with the records of the meeting either before or after theholding thereof, waives such notice. Any meeting of the Board of Directors, regular or special, may adjournfrom time to time to reconvene at the same or some other place, and no noticeneed be given of any such adjourned meeting other than by announcement.

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**SECTION 2.09.  *Action by Directors*.**  Unlessstatute or the Charter or By-Laws requires a greater proportion, the action ofa majority of the directors present at a meeting at which a quorum is presentis action of the Board of Directors.  Amajority of the entire Board of Directors shall constitute a quorum for thetransaction of business.  In the absenceof a quorum, the directors present by majority vote and without notice otherthan by announcement may adjourn the meeting from time to time until a quorum shallattend.  At any such adjourned meetingat which a quorum shall be present, any business may be transacted which mighthave been transacted at the meeting as originally notified.  Any action required or permitted to be takenat a meeting of the Board of Directors may be taken without a meeting, if anunanimous written consent which sets forth the action is signed by each memberof the Board and filed with the minutes of proceedings of the Board.

 

**SECTION 2.10**.**  *Meeting by Conference Telephone***.**  **Membersof the Board of Directors may participate in a meeting by means of a conferencetelephone or similar communications equipment if all persons participating inthe meeting can hear each other at the same time.  Participation in a meeting by these means constitutes presence inperson at a meeting, but shall not constitute attendance for the purpose ofcompensation pursuant to Section 2.11.

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**SECTION 2.11.  *Compensation*.**  Byresolution of the Board of Directors a fixed sum and expenses, if any, forattendance at each regular or special meeting of the Board of Directors or ofcommittees thereof, and other compensation for their services as such or oncommittees of the Board of Directors, may be paid to directors.  Directors who are full-time employees of theCorporation need not be paid for attendance at meetings of the board orcommittees thereof for which fees are paid to other directors.  A director who serves the Corporation in anyother capacity also may receive compensation for such other services, pursuant toa resolution of the directors.

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**SECTION 2.12**.**  *Resignation***.**  **Anydirector may resign at any time by sending a written notice of such resignationto the home office of the Corporation addressed to the Chairman of the Board orthe President.  Unless otherwisespecified herein such resignation shall take effect upon receipt thereof by theChairman of the Board or the President.

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**SECTION 2.13**.**  *Presumption of Assent***.**  **Adirector of the Corporation who is present at a meeting of the Board ofDirectors at which action on any corporate matter is taken shall be presumed tohave assented to the action taken unless his dissent or abstention shall beentered in the minutes of the meeting or unless he shall file his writtendissent to such action with the person acting as the secretary of the meetingbefore the adjournment thereof or shall forward such dissent by registered mailto the Secretary of the Corporation immediately after the adjournment of themeeting.  Such right to dissent shallnot apply to a director who votes in favor of such action.

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**SECTION 2.14**.**  *Advisory Directors***.**  **TheBoard of Directors may by resolution appoint advisory directors to the Board,who may also serve as directors emeriti, and shall have such authority andreceive such compensation and reimbursement as the Board of Directors shallprovide.

 

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Advisory directors ordirectors emeriti shall not have the authority to participate by vote in thetransaction of business.

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**ARTICLE III.**

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**COMMITTEES**

 

**SECTION 3.01.  *Committees*.**  TheBoard of Directors may appoint from among its members an Executive Committee,an Audit Committee, a Compensation Committee, a Technical and Business ReviewCommittee and other committees composed of at least the number of directorsrequired under Maryland General Corporation Law, as in effect from time totime, and delegate to these committees any of the powers of the Board ofDirectors, except the power to declare dividends or other distributions onstock, elect directors, issue stock other than as provided in the nextsentence, recommend to the stockholders any action which requires stockholderapproval, amend the By-Laws, or approve any merger or share exchange which doesnot require stockholder approval.  Ifthe Board of Directors has given general authorization for the issuance ofstock, a committee of the Board, in accordance with a general formula or methodspecified by the Board by resolution or by adoption of a stock option or otherplan, may fix the terms of stock subject to classification or reclassificationand the terms on which any stock may be issued, including all terms andconditions required or permitted to be established or authorized by the Boardof Directors.

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**SECTION 3.02.  *Committee Procedure*.**  Eachcommittee may fix rules of procedure for its business.  A majority of the members of a committeeshall constitute a quorum for the transaction of business and the act of amajority of those present at a meeting at which a quorum is present shall bethe act of the committee.  The membersof 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 takenat a meeting of a committee may be taken without a meeting, if an unanimous writtenconsent which sets forth the action is signed by each member of the committeeand filed with the minutes of the committee. The members of a committee may conduct any meeting thereof by conferencetelephone in accordance with the provisions of Section 2.10.

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**SECTION 3.03.  *Emergency*.**  Inthe event of a state of disaster of sufficient severity to prevent the conductand management of the affairs and business of the Corporation by its directorsand officers as contemplated by the Charter and the By-Laws, any two or moreavailable members of the then incumbent Executive Committee shall constitute aquorum of that Committee for the full conduct and management of the affairs andbusiness of the Corporation in accordance with the provisions of Section 3.01.  In the event of the unavailability, at suchtime, of a minimum of two members of the then incumbent Executive Committee,the available directors shall elect an Executive Committee consisting of anytwo members of the Board of Directors, whether or not they be officers of theCorporation, which two members shall constitute the Executive Committee for thefull conduct and management of the affairs of the Corporation in accordancewith the foregoing provisions of this Section. This Section shall be subject to implementation by resolution of theBoard of Directors passed from time to time for that purpose, and anyprovisions of the By-Laws (other than this Section) and any resolutions whichare contrary to the provisions of this Section or to the provisions of any suchimplementary resolutions shall be suspended until it shall be determined by anyinterim Executive Committee acting under this Section that it shall be to theadvantage of the Corporation to resume the conduct and management of itsaffairs and business

 

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under all the other provisions of the By-Laws.

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**SECTION 3.04.  *Audit Committee.***  The principal functions of the AuditCommittee, if one shall be formed, shall include making recommendations to theBoard of Directors regarding the annual selection of independent publicaccountants, reviewing the proposed scope of each annual audit and reviewingthe recommendations of the independent public accountants as a result of theiraudit of the Corporation’s financial Statements.  In general, the Audit Committee shall perform such duties as arecustomarily performed by an audit committee of a corporation and shall performsuch other duties and have such other powers as are from time to time assignedto it by the Board of Directors.

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**SECTION 3.05.  *CompensationCommittee.*** The principal functions of the Compensation Committee, if one shall beformed, shall include establishing the compensation of officers of theCorporation and to establish and administer the Corporation’s compensationprograms, including the grant of options under the Corporation’s Amended andRestated Equity Participation Plan.  Ingeneral, the Compensation Committee shall perform such duties as are customarilyperformed by a compensation committee of a corporation and shall perform suchother duties and have such other powers as are from time to time assigned to itby the Board of Directors.

 

**SECTION 3.06.  *Technicaland Business Review Committee.***  The principal function of the Technical andBusiness Review Committee, if one shall be formed, shall be to evaluate of theCorporation’s performance in the areas of quality and profitability on materialcontracts.  In general, the Technicaland Business Review Committee shall perform such duties as are customarilyperformed by a technical and business review committee of a corporation andshall perform such other duties and have such other powers as are from time totime assigned to it by the Board of Directors.

 

**ARTICLE IV**

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**OFFICERS**

 

**SECTION 4.01.  *Executive and Other Officers*.**  TheCorporation shall have a Chairman of the Board, a President, one or more GroupVice Presidents, a Secretary, and a Treasurer. The Board of Directors shall designate who shall serve as chief executiveofficer, who shall have general supervision of the business and affairs of theCorporation, and may designate a chief operating officer, who shall havesupervision of the operations of the Corporation; a chief financial officer,who shall have supervision of the financial and accounting functions of theCorporation; and a chief information officer, who shall have supervision of theCorporation’s information systems.  Inthe absence of any designation the Chairman of the Board shall serve as chiefexecutive officer and the President shall serve as chief operatingofficer.  The same person may hold theoffices of Chairman of the Board and President.  The Corporation may also have one or more Vice-Presidents,assistant officers, and subordinate officers as may be established by the Boardof Directors.  A person may hold morethan one office in the Corporation except that no person may serve concurrentlyas both President and Vice-President of the Corporation.  The Chairman of the Board shall be adirector; the other officers may be directors.

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**SECTION 4.02.  *Chairman of the Board*.**  TheChairman of the Board shall preside at all meetings of the Board of Directorsand of the stockholders at which he or she shall be present.

 

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Unless otherwise specified by the Board of Directors, he or she shallbe the chief executive officer of the Corporation.  In general, he or she shall perform such duties as arecustomarily performed by the chief executive officer of a corporation and mayperform any duties of the President and shall perform such other duties andhave such other powers as are from time to time assigned to him or her by theBoard of Directors.

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**SECTION 4.03.  *President*.**  Unlessotherwise provided by resolution of the Board of Directors, the President, inthe absence of the Chairman of the Board, shall preside at all meetings of theBoard of Directors and of the stockholders at which he or she shall bepresent.  Unless otherwise specified bythe Board of Directors, the President shall be the chief operating officer ofthe Corporation and perform the duties customarily performed by chief operatingofficers.  He or she may execute, in thename of the Corporation, all authorized deeds, mortgages, bonds, contracts orother instruments, except in cases in which the signing and execution thereofshall have been expressly delegated to some other officer or agent of theCorporation.  In general, he or sheshall perform such other duties customarily performed by a president of acorporation and shall perform such other duties and have such other powers asare from time to time assigned to him or her by the Board of Directors or thechief executive officer of the Corporation.

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

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

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**SECTION 4.06.  *Treasurer*.**  TheTreasurer, who shall also be the Chief Financial Officer if one shall beelected, shall have charge of and be responsible for all funds, securities,receipts and disbursements of the Corporation, and shall deposit, or cause tobe deposited, in the name of the Corporation, all moneys or other valuableeffects in such banks, trust companies or other depositories as shall, fromtime to time, be selected by the Board of Directors; he or she shall render tothe President and to the Board of Directors, whenever requested, an account ofthe financial

 

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

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**SECTION 4.07.  *Assistant and Subordinate Officers*.**  Theassistant and subordinate officers of the Corporation are all officers belowthe office of Group Vice-President, Secretary, or Treasurer.  The assistant or subordinate officers shallhave such duties as are from time to time assigned to them by the Board ofDirectors, the Chief Executive Officer, or the President.

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**SECTION 4.08.  *Election, Tenure and Removal of Officers*.**  TheBoard of Directors shall elect the officers of the Corporation.  The Board of Directors may from time to timeauthorize any committee or officer to appoint assistant and subordinateofficers.  Election or appointment of anofficer, employee or agent shall not of itself create contract rights.  All officers shall be appointed to holdtheir offices, respectively, during the pleasure of the Board.  The Board of Directors (or, as to anyassistant or subordinate officer, any committee or officer authorized by the Board)may remove an officer at any time.  Theremoval of an officer does not prejudice any of his or her contractrights.  The Board of Directors (or, asto any assistant or subordinate officer, any committee or officer authorized bythe Board) may fill a vacancy which occurs in any office for the unexpiredportion of the term.

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**SECTION 4.09.  *Compensation*.**  TheBoard of Directors shall have power to fix the salaries and other compensationand remuneration, of whatever kind, of all officers of the Corporation.  No officer shall be prevented from receivingsuch salary by reason of the fact that he or she is also a director of theCorporation.  The Board of Directors mayauthorize any committee or officer, upon whom the power of appointing assistantand 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*.**  TheBoard of Directors may from time to time confer upon any employee of a divisionof the Corporation the title of President, Vice President, Director, Treasureror 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 bediscontinued and withdrawn at any time by the Board of Directors, or by theChairman of the Board or the President if so authorized by the Board ofDirectors.  Any employee of a divisiondesignated by such a divisional title shall have the powers and duties withrespect to such division as shall be prescribed by the Board of Directors, theChairman of the Board or the President.

** **

**SECTION 5.02.  *Effect of Divisional Titles*.**  Theconferring of divisional titles shall not create an office of the Corporationunder Article IV unless specifically designated as such by the Board ofDirectors; but any person who is an officer of the Corporation may also have adivisional title.

 

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**ARTICLE VI**

** **

**STOCK**

 

**SECTION 6.01.  *Certificates for Stock*.**  Eachstockholder is entitled to certificates which represent and certify the sharesof stock he or she holds in the Corporation. Each stock certificate shall include on its face the name of theCorporation, 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 be in such form, not inconsistentwith law or with the Charter, as shall be approved by the Board of Directors orany officer or officers designated for such purpose by resolution of the Boardof Directors.  Each stock certificateshall be signed by the Chairman of the Board, the President, or a Vice-President,and countersigned by the Secretary, an Assistant Secretary, the Treasurer, oran Assistant Treasurer.  Eachcertificate may be sealed with the actual corporate seal or a facsimile of itor in any other form and the signatures may be either manual or facsimilesignatures.  A certificate is valid andmay be issued whether or not an officer who signed it is still an officer whenit is issued.

 

**SECTION 6.02.  *Transfers*.**  TheBoard of Directors shall have power and authority to make such rules andregulations as it may deem expedient concerning the issue, transfer andregistration of certificates of stock; and may appoint transfer agents andregistrars thereof.  The duties oftransfer agent and registrar may be combined.

** **

**SECTION 6.03.  *Record Dates or Closing of Transfer Books*.**  TheBoard of Directors may set a record date or direct that the stock transferbooks be closed for a stated period for the purpose of making any properdetermination with respect to stockholders, including which stockholders areentitled to notice of a meeting, vote at a meeting, receive a dividend, or beallotted other rights.  The record datemay not be prior to the close of business on the day the record date is fixednor, subject to Section 1.06, more than 90 days before the date on which theaction requiring the determination will be taken; the transfer books may not beclosed for a period longer than 20 days; and, in the case of a meeting ofstockholders, the record date or the closing of the transfer books shall be atleast ten days before the date of the meeting.

 

**SECTION 6.04.  *Stock Ledger*.**  TheCorporation shall maintain a stock ledger which contains the name and addressof each stockholder and the number of shares of stock of each class which thestockholder holds.  The stock ledger maybe in written form or in any other form which can be converted within areasonable time into written form for visual inspection.  The original or a duplicate of the stockledger shall be kept at the offices of a transfer agent for the particularclass of stock, or, if none, at the principal office in the State of Marylandor the principal executive offices of the Corporation.

** **

**SECTION 6.05.  *Certification of Beneficial Owners*.**  TheBoard of Directors may adopt by resolution a procedure by which a stockholderof the Corporation may certify in writing to the Corporation that any shares ofstock registered in the name of the stockholder are held for the account of aspecified person other than the stockholder. The resolution shall set forth the class of stockholders who maycertify; the purpose for which the certification may be made; the form ofcertification and the information to be contained in it; if the certificationis with respect to a record date or closing of the stock transfer books, thetime after the record date or closing of the stock transfer books within whichthe certification must be received by the Corporation; and any other provisionswith respect to the procedure which the Board considers necessary ordesirable.  On 

 

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receipt of a certification which complies with the procedure adopted bythe Board in accordance with this Section, the person specified in thecertification is, for the purpose set forth in the certification, the holder ofrecord of the specified stock in place of the stockholder who makes thecertification.

** **

**SECTION 6.06.  *Lost Stock Certificates.***  TheBoard of Directors of the Corporation may determine the conditions for issuinga 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 officeror officers of the Corporation.  Intheir discretion, the Board of Directors or such officer or officers may refuseto issue such new certificate save upon the order of some court havingjurisdiction in the premises.

** **

**SECTION 6.07.  *Exemption**from**Control**Share**Acquisition* *Statute*.**The provisions of Sections 3-701 to 3-709 of theCorporations and Associations Article of the Annotated Code of Maryland shallnot apply to any share of the capital stock of the Corporation now or hereafterbeneficially held by (during the period of such beneficial ownership) ResearchPark or the Deutsch Group and the respective present or future affiliates andassociates of any one or more of the foregoing, and any other person now orhereafter acting in concert or as a group with any one or more of theforegoing.  Such shares of capital stockare exempted from such Sections of the Annotated Code of Maryland to thefullest extent permitted by Maryland law.

** **

**ARTICLEVII**

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**FINANCE**

 

**SECTION 7.01.  *Checks, Drafts, Etc*.**  Allchecks, drafts and orders for the payment of money, notes and other evidencesof indebtedness, issued in the name of the Corporation, shall, unless otherwiseprovided by resolution of the Board of Directors, be signed by the President, aVice-President or an Assistant Vice-President and countersigned by theTreasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary.

 

**SECTION 7.02.  *Annual Statement of Affairs*.**  ThePresident or chief accounting officer shall prepare annually a full and correctstatement of the affairs of the Corporation, to include a balance sheet and afinancial statement of operations for the preceding fiscal year.  The statement of affairs shall be submittedat the annual meeting of the stockholders and, within 20 days after themeeting, placed on file at the Corporation’s principal office.

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**SECTION 7.03.  *Fiscal Year*.**  Thefiscal year of the Corporation shall be the twelve calendar months period endingDecember 31 in each year, unless otherwise provided by the Board of Directors.

** **

**SECTION 7.04.  *Dividends*.**  Ifdeclared by the Board of Directors at any meeting thereof, the Corporation maypay dividends on its shares in cash, property, or in shares of the capitalstock of the Corporation, unless such dividend is contrary to law or to arestriction contained in the Charter.

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**SECTION 7.05**.**  *Contracts***.**  **To the extentpermitted by applicable law, and except as otherwise prescribed by the Charteror these By-Laws with respect to certificates for shares, the Board ofDirectors may authorize any officer, employee, or agent of the Corporation toenter into

 

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any contract or executeand deliver any instrument in the name of and on behalf of theCorporation.  Such authority may begeneral or confined to specific instances.

 

**SECTION 7.06**.**  *Loans***.**  **No loans shall becontracted on behalf of the Corporation and no evidence of indebtedness shallbe issued in its name unless authorized by the Board of Directors.  Such authority may be general or confined tospecific instances.

** **

**SECTION 7.07**.**  *Deposits***.**  **All funds of theCorporation not otherwise employed shall be deposited from time to time to thecredit of the Corporation in any of its duly authorized depositories as theBoard of Directors may select.

 

**ARTICLEVIII**

** **

**INDEMNIFICATION**

 

**SECTION 8.01.  *Procedure*.**  Anyindemnification, or payment of expenses in advance of the final disposition ofany proceeding, shall be made promptly, and in any event within 60 days, uponthe written request of the director or officer entitled to seek indemnification(the “Indemnified Party”).  The right toindemnification and advances hereunder shall be enforceable by the IndemnifiedParty in any court of competent jurisdiction, if (i) the Corporation deniessuch request, in whole or in part, or (ii) no disposition thereof is madewithin 60 days.  The Indemnified Party’scosts and expenses incurred in connection with successfully establishing his orher right to indemnification, in whole or in part, in any such action shallalso be reimbursed by the Corporation. It shall be a defense to any action for advance for expenses that (a) adetermination has been made that the facts then known to those making thedetermination would preclude indemnification or (b) the Corporation has notreceived both (i) an undertaking as required by law to repay such advances inthe event it shall ultimately be determined that the standard of conduct hasnot been met and (ii) a written affirmation by the Indemnified Party of suchIndemnified Party’s good faith belief that the standard of conduct necessaryfor indemnification by the Corporation has been met.

 

**SECTION 8.02.  *Exclusivity, Etc*.**  Theindemnification and advance of expenses provided by the Charter and theseBy-Laws shall not be deemed exclusive of any other rights to which a personseeking indemnification or advance of expenses may be entitled under any law(common or statutory), or any agreement, vote of stockholders or disinteresteddirectors or other provision that is consistent with law, both as to action inhis or her official capacity and as to action in another capacity while holdingoffice or while employed by or acting as agent for the Corporation, shallcontinue in respect of all events occurring while a person was a director orofficer after such person has ceased to be a director or officer, and shallinure to the benefit of the estate, heirs, executors and administrators of suchperson.  All rights to indemnificationand advance of expenses under the Charter of the Corporation and hereundershall be deemed to be a contract between the Corporation and each director orofficer of the Corporation who serves or served in such capacity at any time whilethis By-Law is in effect.  Nothingherein shall prevent the amendment of this By-Law, provided that no suchamendment shall diminish the rights of any person hereunder with respect toevents occurring or claims made before its adoption or as to claims made afterits adoption in respect of events occurring before its adoption.  Any repeal or modification of this By-Lawshall not in any way diminish any rights to indemnification or advance ofexpenses of such director or officer or the obligations of the Corporationarising hereunder with respect to events occurring, or claims

 

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made, while this By-Law or any provision hereof is in force.

 

**SECTION 8.03.  *Severability; Definitions*.**  Theinvalidity or unenforceability of any provision of this Article VIII shall notaffect the validity or enforceability of any other provision hereof.  The phrase “this By-Law” in this ArticleVIII means this Article VIII in its entirety.

 

**ARTICLE IX**

 

**SUNDRY PROVISIONS**

 

**SECTION 9.01.  *Books and Records*.**  TheCorporation shall keep correct and complete books and records of its accountsand transactions and minutes of the proceedings of its stockholders and Boardof Directors and of any executive or other committee when exercising any of thepowers of the Board of Directors.  Thebooks and records of a Corporation may be in written form or in any other formwhich can be converted within a reasonable time into written form for visualinspection.  Minutes shall be recordedin written form but may be maintained in the form of a reproduction.  The original or a certified copy of theBy-Laws shall be kept at the principal office of the Corporation.

 

**SECTION 9.02.  *Corporate Seal*.**  TheBoard of Directors shall provide a suitable seal, bearing the name of theCorporation, which shall be in the charge of the Secretary.  The Board of Directors may authorize one ormore duplicate seals and provide for the custody thereof.  If the Corporation is required to place itscorporate seal to a document, it is sufficient to meet the requirement of anylaw, rule, or regulation relating to a corporate seal to place the word “Seal”adjacent to the signature of the person authorized to sign the document onbehalf of the Corporation.

** **

**SECTION 9.03.  *Bonds*.**  TheBoard of Directors may require any officer, agent or employee of theCorporation to give a bond to the Corporation, conditioned upon the faithfuldischarge of his or her duties, with one or more sureties and in such amount asmay be satisfactory to the Board of Directors.

** **

**SECTION 9.04.  *Voting Stock in Other Corporations*.**  Stockof other corporations or associations, registered in the name of theCorporation, may be voted by the President, a Vice-President, or a proxyappointed by either of them.  The Boardof Directors, however, may by resolution appoint some other person to vote suchshares, in which case such person shall be entitled to vote such shares uponthe production of a certified copy of such resolution.

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**SECTION 9.05.  *Mail*.**  Anynotice or other document which is required by these By-Laws to be mailed shallbe deposited in the United States mails, postage prepaid.

** **

**SECTION 9.06.  *Execution of Documents*.**  Aperson who holds more than one office in the Corporation may not act in morethan one capacity to execute, acknowledge, or verify an instrument required bylaw to be executed, acknowledged, or verified by more than one officer.

** **

**SECTION 9.07.  *Amendments*.**  Subjectto the special provisions of Section 2.02, these By-Laws may be repealed,altered, amended or rescinded and new By-Laws may be adopted (a) by thestockholders of the Corporation by vote of not less than 80% of the outstandingshares of capital stock of the Corporation entitled to vote generally in theelection of directors (considered for this 

 

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purpose as one class) cast at any meeting of the stockholders calledfor that purpose (provided that notice of such proposal is included in thenotice of such meeting) or (b) by the Board of Directors by a vote of not lessthan two-thirds of the Board of Directors at a meeting held in accordance withthe provisions of these By-Laws.

 

**SECTION 9.07**.**  *Reliance***.**  **Each director,officer, employee and agent of the Corporation shall, in the performance of hisor her duties with respect to the Corporation, be fully justified and protectedwith regard to any act or failure to act in reliance in good faith upon thebooks of account or other records of the Corporation, upon an opinion ofcounsel or upon reports made to the Corporation by any of its officers oremployees or by the adviser, accountants, appraisers or other experts orconsultants selected by the Board of Directors or officers of the Corporation,regardless of whether such counsel or expert may also be a director.

** **

**SECTION 9.08.  *Certain Rightsof Directors, Officers, Employees and Agents***.  The directors shall have no responsibilityto devote their full time to the affairs of the Corporation.  Any director or officer, employee or agentof the Corporation, in his or her personal capacity or in a capacity as anaffiliate, employee, or agent of any other person, or otherwise, may havebusiness interests and engage in business activities similar to or in additionto those of or relating to the Corporation.

 

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