**Exhibit 3.2**

 

**BYLAWS**

**OF**

**INFOSONICS CORPORATION**

 

(As amended through April 16, 2010)

 

**ARTICLE I**

**Offices**

 

Theregistered office of the corporation shall be in the City and County ofBaltimore, State of Maryland or such other city and county as the board of directorsshall determine.

 

Thecorporation may also have offices at such other places both within and withoutthe State of Maryland as the board of directors may from time to time determineor the business of the corporation may require.

 

**ARTICLE II**

**Stockholders**

 

Section 1.***Annual Meeting***.The annual meeting of the stockholders shall be held at a time and date fixedby the board of directors for the purpose of electing directors and for thetransaction of such other business as may come before the meeting. Notwithstandingthe foregoing, the annual meeting shall be held upon reasonable notice and notlater than a reasonable period following delivery of the corporation’s annualreport to stockholders. If the election of directors shall not be held at theannual meeting of the stockholders, or at any adjournment thereof, the board ofdirectors shall cause the election to be held at a special meeting of thestockholders as soon thereafter as conveniently may be.

 

Section 2.***Special Meetings***.Special meetings of the stockholders, for any purpose, unless otherwiseprescribed by statute, may be called by the president or by the board ofdirectors. Special meetings also shall be called by an officer of thecorporation upon written request of stockholders holding in the aggregate notless than 25 percent of the outstanding shares of the common stock of thecorporation entitled to vote at such meeting; subject, however, to the furtherprovisions of this Section 2. Upon receipt of such a written request,either in person or by mail, stating the purpose(s) of the meeting and thematters proposed to be acted on at the meeting, the secretary of thecorporation shall inform the requesting stockholder(s) of the reasonableestimated cost of preparing and mailing a notice of the meeting and uponpayment of these costs to the corporation the secretary shall notify eachstockholder entitled to notice of the meeting. The board of directors has thesole power to fix the record date for determining stockholders entitled torequest a special meeting and the record date for determining stockholdersentitled to notice of and to vote at the special meeting. The Board OfDirectors also has the sole power to fix the date, time and place of anyspecial meeting. Not less than 10 days nor more than 90 days beforethe special meeting, the secretary shall give, in accordance with Maryland law,written notice of the meeting to each stockholder entitled to vote at themeeting and each other stockholder entitled to notice of the meeting. The noticeshall state the date, time, place and purpose of the special meeting.

 

Section 3.***Place Of Meeting***.Subject to the discretion of the Board Of Directors to designate otherwise asprovided elsewhere in these Bylaws or pursuant to Maryland law, the person orpersons authorized to call any annual or special meeting may designate anyplace, either within or outside Maryland, as the place for the meeting. Awaiver of notice signed by all stockholders entitled to vote at a meeting maydesignate any place, either within or outside Maryland, as the place for suchmeeting. If no designation is made, the place of meeting shall be the principalcorporate offices of the corporation.

 

Section 4.***Fixing Date ForDetermination Of Stockholders Of Record***. For the purpose of determiningstockholders entitled to notice of or to vote at any meeting of stockholders orany adjournment thereof, or entitled to express consent to corporate action inwriting without a meeting, or entitled to receive payment of any dividend orother distribution or allotment of any rights, or entitled to exercise anyrights in respect of any change, conversion or exchange of stock or for anyother lawful action, the board of directors may fix, in advance, a date as therecord date for any such determination of stockholders, which date shall not bemore than 90 nor less than ten days before the date of such meeting, nor morethan 90 days prior to any other action. If no record date is fixed thenthe record date shall be as follows: (a) for determining stockholdersentitled to notice of or to vote at the meeting of stockholders, (i) theclose of business on the day on which notice of the meeting is mailed, or (ii) the30th day prior to the meeting; (b) fordetermining stockholders entitled to express consent to corporate action inwriting without a meeting, when no prior action by the board of directors isnecessary, the day

 

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on which the firstwritten consent is expressed, and (c) for determining stockholders for anyother purpose, the close of business on the day on which the board of directorsadopts the resolution relating thereto. A determination of stockholders ofrecord entitled to notice of or to vote at a meeting of stockholders shallapply to any adjournment of the meeting; provided, however, that the board ofdirectors may fix a new record date for the adjourned meeting.

 

Section 5.***Notice Of Meeting***.Except as otherwise provided herein, written notice stating the place, day andhour of the meeting, and, in the case of a special meeting, the purpose orpurposes for which the meeting is called, shall be given not less than 10 normore than 90 days before the date of the meeting, unless otherwiserequired by statute, either personally, by mail or by electronic mail, to eachstockholder of record entitled to vote at such meeting. Notice shall be deemedgiven to a stockholder when it is (i) personally delivered to thestockholder, (ii) left at the stockholder’s residence or usual place ofbusiness, (iii) mailed to the stockholder at the stockholder’s address asit appears on the records of the corporation, or (iv) transmitted to thestockholder by electronic mail to any electronic mail address of thestockholder or by any other electronic means. If mailed, such notice shall bedeemed to be delivered when deposited in the United States mail, addressed tothe stockholder at his address as it appears on the stock books of thecorporation, with postage thereon prepaid. When a meeting is adjourned toanother time or place, notice need not be given of the adjourned meeting if thetime and place thereof are announced at the meeting at which the adjournment istaken, provided, however, that notice shall be given if the adjourned meetingis to be is reconvened more than 120 days after the original record date concerningthe meeting. At the adjourned meeting the corporation may transact any businesswhich might have been transacted at the original meeting.

 

Section 6.***Organization***.The president or any vice president shall call meetings of stockholders toorder and act as chairman of such meetings. In the absence of said officers,any stockholder entitled to vote at that meeting, or any proxy of any suchstockholder, may call the meeting to order and a chairman shall be elected by amajority of the stockholders entitled to vote at that meeting. In the absenceof the secretary or any assistant secretary of the corporation, any personappointed by the chairman shall act as secretary of such meetings.

 

Section 7.***Agenda And Procedure***.The board of directors shall have the responsibility of establishing an agendafor each meeting of stockholders, subject to the rights of stockholders toraise matters for consideration which may otherwise properly be brought beforethe meeting although not included within the agenda. The chairman shall becharged with the orderly conduct of all meetings; provided however, that in theevent of any difference in opinion with respect to the proper cause of actionwhich cannot be resolved by reference to statute, or to the articles ofincorporation or these bylaws, Robert’s Rules Of Order (as last revised)shall govern the disposition of the matter.

 

Section 8.***Voting Lists***.The officer who has charge of the stock books of the corporation shall prepareand make, at least ten days before every meeting of stockholders, a completelist of the stockholders entitled to vote at the meeting, arranged inalphabetical order, and showing the address of each stockholder and the numberof shares registered in the name of each stockholder. Such list shall be open tothe examination of each stockholder, for any purpose germane to the meeting,during ordinary business hours, for a period of at least ten days prior to themeeting, either at a place within the city where the meeting is to be held,which place shall be specified in the notice of the meeting, or if not sospecified, at the place where the meeting is to be held. The list shall also beproduced and kept at the time and place of the meeting during the whole timethereof, and may be inspected by any stockholder who is present.

 

Section 9.***Quorum***. Amajority of the outstanding shares of the corporation entitled to vote,represented in person or by proxy, shall constitute a quorum at a meeting ofstockholders for the transaction of business except as otherwise provided bystatute or by the articles of incorporation. If fewer than a majority of theoutstanding shares are represented at a meeting, a majority of the shares sorepresented may adjourn the meeting from time to time in accordance with Section 5of this Article until a quorum shall be present or represented.

 

Section 10.***Manner Of Acting***.When a quorum is present at any meeting, except as provided in Article III,Section 2 of these Bylaws with respect to the election of directors, theaffirmative vote of a majority of the shares represented at the meeting andentitled to vote on the subject matter shall be the act of the stockholders,unless a different vote is required by law or the articles of incorporation, inwhich case such express provision shall govern.

 

Section 11.***Informal Action ByStockholders***. Any action required or permitted to be taken atany meeting of the common stockholders may be taken without a meeting, withoutprior notice and without a vote, provided that a consent in writing, setting forththe action so taken, shall be signed by each holder of outstanding common stockentitled to vote on the matter.

 

Section 12.***Proxies***.Each stockholder entitled to vote at a meeting of stockholders or to expressconsent or dissent to corporate action in writing without a meeting mayauthorize any other person or persons to act for him by proxy, but no suchproxy shall be voted or acted upon after 11 months from its date unlessthe proxy provides for a longer period.

 

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Section 13.***Voting Of Shares***.Unless otherwise provided in the articles of incorporation and subject to theprovisions of Section 4 of this Article, each stockholder shall beentitled to one vote for each share of capital stock held by such stockholder.In the election of directors, each record holder of stock entitled to vote atsuch election shall have the right to vote the number of shares owned by himfor as many persons as there are directors to be elected and for whose electionhe has the right to vote. Cumulative voting shall not be allowed in theelection of directors or for any other purpose.

 

Section 14.***Voting Of Shares ByCertain Holders***. Persons holding stock in a fiduciary capacityshall be entitled to vote the shares so held. Persons whose stock is pledgedshall be entitled to vote, unless in the transfer by the pledgor on the booksof the corporation the pledgor has expressly empowered the pledgee to votethereon, in which case only the pledgee or his proxy may represent such sharesand vote thereon. If shares stand of record in the names of two or morepersons, whether fiduciaries, members of a partnership, joint tenants, tenantsin common, tenants by the entirety or otherwise, or if two or more persons havethe same fiduciary relationship respecting the same shares, unless thesecretary of the corporation is given written notice to the contrary and isfurnished with a copy of the instrument or order appointing them or creatingthe relationship wherein it is so provided, their acts with respect to votingshall have the effects set forth in Section 2-508 of the GeneralCorporation Law of the State of Maryland.

 

Section 15.***Inspectors***.The chairman of the meeting may at any time appoint one or more inspectors toserve at a meeting of the stockholders. Such inspector(s) shall decideupon the qualifications of voters, including the validity of proxies, acceptand count the votes for and against the questions presented, report the resultsof such votes, and subscribe and deliver to the secretary of the meeting acertificate stating the number of shares of stock issued and outstanding andentitled to vote thereon and the number of shares voted for and against thequestions presented. The inspector(s) does not need to be a stockholder ofthe corporation, and any director or officer of the corporation may be aninspector on any question other than a vote for or against his election to anyposition with the corporation or on any other question in which he may bedirectly interested.

 

Section 16.***Notice***.No business may be transacted at an annual meeting of stockholders, other thanbusiness that is either (a) specified in the notice of meeting (or anysupplement thereto) given by or at the direction of the board of directors (orany duly authorized committee thereof), (b) otherwise properly broughtbefore the annual meeting by or at the direction of the board of directors (orany duly authorized committee thereof) or (c) otherwise properly broughtbefore the annual meeting by any stockholder of the corporation (i) who isa stockholder of record on the date of the giving of the notice provided for inthis Section 16 and on the record date for the determination ofstockholders entitled to vote at such annual meeting and (ii) who complieswith the notice procedures set forth in this Section 16.

 

Inaddition to any other applicable requirements, for business to be properlybrought before an annual meeting by a stockholder, such stockholder must havegiven timely notice thereof in proper written form to the secretary of thecorporation.

 

To betimely, a stockholder’s notice to the secretary of the corporation must bedelivered to or mailed and received at the principal executive offices of thecorporation not less than 53 days nor more than 90 days prior to theannual meeting of stockholders at which the business proposed is to be actedupon by stockholders; provided, however, that if less than 60 days’ noticeof the meeting is given to stockholders, written notice of business proposed bystockholders shall be delivered or mailed, as prescribed, to the secretary ofthe corporation not later than the close of the seventh day following the dayon which notice of the meeting was mailed to stockholders.

 

To bein proper written form, a stockholder’s notice to the secretary must set forthas to each matter such stockholder proposes to bring before the annual meeting (i) abrief description of the business desired to be brought before the annualmeeting and the reasons for conducting such business at the annual meeting, (ii) thename and record address of such stockholder, (iii) the class and seriesand the number of shares of each class and series of stock of the corporationwhich are owned beneficially or of record by such stockholder, (iv) adescription of all arrangements or understandings between such stockholder andany other person or persons (including their names) in connection with theproposal of such business by such stockholder and any material interest of suchstockholder in such business and (v) a representation that suchstockholder intends to appear in person or by proxy at the annual meeting tobring such business before the meeting. In addition, notwithstanding anythingin this Section 16 to the contrary, a stockholder intending to nominateone or more persons for election as a director at an annual or special meetingmust comply with Article III, Section 3 of these Bylaws for suchnomination or nominations to be properly brought before such meeting.

 

Nobusiness shall be conducted at the annual meeting of stockholders exceptbusiness brought before the annual meeting in accordance with the proceduresset forth in this Section 16, provided, however, that once business hasbeen properly brought before the annual meeting in accordance with suchprocedures, nothing in this Section 16 shall be deemed to precludediscussion by any stockholder of any such business. If the chairman of anannual meeting determines that business was not properly brought before theannual meeting in accordance with the foregoing procedures, the chairman shalldeclare to the meeting that the business was not properly brought before themeeting and such business shall not be transacted.

 

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**ARTICLE III**

**Board Of Directors**

 

Section 1.***General Powers***.The business and affairs of the corporation shall be managed by or under the directionof its board of directors, except as otherwise provided in the GeneralCorporation Law of the State of Maryland or the articles of incorporation. Thedirectors are deemed to be in a fiduciary relationship with the corporation andthe stockholders.

 

Section 2.***Number, Tenure AndQualification***. The number of directors of the corporation shallbe determined by the board of directors and shall be not less than one or morethan nine.  Directors shall be elected ateach annual meeting of stockholders, except as otherwise provided in Section 4of this Article, by a vote of a plurality of stockholders present in person orby proxy at a meeting at which a quorum is present.  Each director shall hold office for a term ofone year and until his successor shall have been elected and shall qualify oruntil the earliest of his or her death, resignation or removal.  A director can be reelected by thestockholders.  Directors need not be residentsof Maryland or stockholders of the Corporation.

 

Section 3.***Notice Of Nominations***.Nominations for the election of directors may be made by the board of directorsor a committee of the board of directors or by any stockholder entitled to votefor the election of directors. Nominations by the board of directors or acommittee of the board of directors may be made by oral or written noticedelivered to the secretary of the corporation by any officer or director onbehalf of the board of directors or committee at any time prior to or at anymeeting of the stockholders at which directors are to be elected. Each noticeof nomination of directors by the board of directors or a committee of theboard of directors shall set forth the names of the nominees. Nominations bystockholders shall be made by notice in writing, delivered or mailed by firstclass United States mail, postage prepaid, to the secretary of the corporationnot less than 90 days nor more than 130 days prior to (i) anymeeting (other than an annual meeting) at which directors are to be elected,appointed or designated or, (ii) in the case of an annual meeting, theanniversary of the previous year’s annual meeting; provided, however, if, (x) inthe case of an annual meeting, the annual meeting is scheduled to be held on adate more than thirty (30) days prior to or delayed by more than sixty(60) days after such anniversary date or, (y) in the case of anyother meeting, less than 100 days’ notice of the meeting is given tostockholders, then notice by the stockholder must be delivered to thecorporation no later than the close of business ninety (90) days prior tosuch meeting or the tenth day following the day on which notice of the date ofthe meeting was mailed or public disclosure of the date of the meeting wasfirst made by the corporation (and in no event shall the public announcement ofan adjournment of the meeting commence a new time period for the giving of astockholder’s notice under this Section 3).

 

To bein proper form, a stockholder’s notice to the Secretary must set forth (a) asto each person whom the stockholder proposes to nominate for election as adirector (i) the name, age, business address and residence address of theperson, (ii) the principal occupation or employment of the person, (iii) theclass or series and number of shares of capital stock of the corporation whichare owned beneficially or of record by the person, and (iv) any otherinformation relating to the person that would be required in connection withsolicitation of proxies for election of directors pursuant to Section 14of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), andthe rules and regulations promulgated thereunder; and (b) as to thestockholder giving notice (i) the name and record address of suchstockholder, (ii) the class or series and number of shares of capitalstock of the corporation which are owned beneficially or of record by suchstockholder, (iii) a description of all arrangements or understandingsbetween such stockholder and each proposed nominee and any other person orpersons (including their names) pursuant to which the nomination(s) are tobe made by such stockholder, (iv) a representation that such stockholderintends to appear in person or by proxy at the meeting to nominate the personsnamed in its notice, and (v) any other information relating to suchstockholder that would be required to be disclosed in a proxy statement orother filings required to be made in connection with solicitation of proxiesfor election of directors pursuant to Section 14 of the Exchange Act andthe rules and regulations promulgated thereunder. Such notice must beaccompanied by a written consent of each proposed nominee to being named as anominee and to serve as a director if elected. No person shall be eligible forelection as a director of the Corporation unless nominated in accordance withthe procedures set forth in this Section. The chairman of any meeting ofstockholders of the corporation may, if the facts warrant, determine anddeclare to the meeting that a nomination was not made in accordance with the foregoingprocedure, and if the chairman should so determine, the chairman shall sodeclare to the meeting and the defective nomination shall be disregarded.

 

Section 4.***Vacancies***.Any director may resign at any time by giving written notice to the corporation.Such resignation shall take effect at the time specified therein; and unlessotherwise specified therein, the acceptance of such resignation shall not benecessary to make it effective. Any vacancy or newly created directorshipresulting from an increase in the authorized

 

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number of directors maybe filled by the affirmative vote of the majority of directors then in office,although less than a quorum, or by a sole remaining director, and a director sochosen shall hold office until the next annual election and until his successoris duly elected and qualified, unless sooner displaced. If at any time, byreason of death, resignation or other cause, the corporation should have nodirectors in office, then an election of directors may be held in the mannerprovided by law. When one or more directors shall resign from the board,effective at a future date, a majority of the directors then in office,including those who have so resigned, shall have the power to fill any vacancyor vacancies, with the vote thereon to take effect when such resignation orresignations shall become effective, and each director so chosen shall holdoffice until the next annual election and until his successor is duly electedand has qualified.

 

Section 5.***Regular Meetings***.Unless otherwise approved by the board of directors, a regular meeting of theboard of directors shall be held without other notice than this bylawimmediately after and at the same place as the annual meeting of stockholders.The board of directors may provide by resolution the time and place, eitherwithin or outside Maryland, for the holding of additional regular meetingswithout other notice than such resolution.

 

Section 6.***Special Meetings***.Special meetings of the board of directors may be called by or at the requestof the chief executive officer, the chief operating officer, the president orany two directors. The person or persons authorized to call special meetings ofthe board of directors may fix any place, either within or outside Maryland, asthe place for holding any special meeting of the board of directors called bythem.

 

Section 7.***Notice***.Notice of any special meeting shall be given at least 24 hours previousthereto by written notice delivered personally, or at least one business day(and not less than 24 hours) previous thereto if sent by facsimile to thebusiness address of the director, or at least five days previous thereto ifmailed to a director at his business address, or by notice given at least twodays previous thereto by telegraph. If mailed, such notice shall be deemed tobe delivered when deposited in the United States mail so addressed, withpostage thereon prepaid. If notice be given by telegram, such notice shall bedeemed to be delivered when the telegram is delivered to the telegraph company.Neither the business to be transacted at, nor the purpose of, any regular orspecial meeting of the board of directors need be specified in the notice orwaiver of notice of such meeting.

 

Section 8.***Quorum***. Amajority of the number of directors then in office shall constitute a quorumfor the transaction of business at any meeting of the board of directors, butif less than such majority is present at a meeting, a majority of the directorspresent may adjourn the meeting from time to time, without notice other thanannouncement at the meeting, until a quorum shall be present.

 

Section 9.***Manner Of Acting***.Except as may be otherwise specifically provided by law or the articles ofincorporation, the vote of the majority of the directors present at a meetingat which a quorum is present shall be the act of the board of directors. Inaddition, without the concurrence of a majority of the then outstanding shares,the directors may not (i) sell all or substantially all of the assets ofthe corporation other than in the ordinary course of the corporation’s businessor in connection with liquidation and dissolution; (ii) cause the mergeror other reorganization of the corporation; or (iii) dissolve or liquidatethe corporation, other than before the initial investment in property.

 

Section 10.***Removal***.Unless otherwise restricted by law, any director or the entire board ofdirectors may be removed, with or without cause, by the holders of a majorityof shares then entitled to be cast generally for the election of directors.

 

Section 11.***Committees***.The board of directors may, by resolution passed by a majority of the wholeboard, designate one or more committees, each committee to consist of one ormore of the directors of the corporation. Each committee shall keep regularminutes of its meetings and report the same to the board of directors whenrequired. The board may designate one or more directors as alternate members ofany committee, who may replace any absent or disqualified member at any meetingof the committee. In the absence or disqualification of a member of acommittee, the member or members thereof present at any meeting and notdisqualified from voting, whether or not they constitute a quorum, mayunanimously appoint another member of the board of directors to act at themeeting in the place of such absent or disqualified member. Any such committee,to the extent provided in the resolution of the board of directors, shall haveand may exercise all the powers and authority of the board of directors in themanagement of the business and affairs of the corporation, and may authorizethe seal of the corporation to be affixed to all papers which may require it;but no such committee shall have the power or authority in reference toauthorize dividends on stock, issue stock (other than as provided in theimmediately following paragraph), recommend to the stockholders any actionwhich requires stockholder approval, amend the bylaws, or approve any merger orshare exchange which does not require stockholder approval.

 

If theboard of directors has given general authorization for the issuance of stockproviding for or establishing a method or procedure for determining the maximumnumber of shares to be issued, a committee of the board, in accordance withthat general authorization or any stock option or other plan or program adoptedby the board, may authorize or fix the terms of

 

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stock subject toclassification or reclassification and the terms on which any stock may beissued, including all terms and conditions required or permitted to beestablished or authorized by the board of directors under sections 2-203 and2-208 of the General Corporation Law of Maryland.

 

Section 12.***Compensation***.Unless otherwise restricted by the articles of incorporation or these bylaws,the board of directors shall have the authority to fix the compensation ofdirectors. The directors may be paid their expenses, if any, of attendance atsuch meeting of the board of directors and may be paid a fixed sum forattendance at each meeting of the board of directors or a stated salary asdirector. No such payment shall preclude any director from serving thecorporation in any other capacity and receiving compensation therefor. Membersof any committee of the board may be allowed like compensation for attendingcommittee meetings.

 

Section 13.***Action By WrittenConsent Of Directors***. Unless otherwise restricted by thearticles of incorporation or these bylaws, any action required or permitted tobe taken at any meeting of the board of directors or any committee thereof maybe taken without a meeting if all members of the board or committee, as thecase may be, consent thereto in writing and the writing or writings are filedwith the minutes of the proceedings of the board or committee.

 

Section 14.***Meetings By Telephone***.Unless otherwise restricted by the articles of incorporation or these bylaws,members of the board of directors, or any committee designated by the board ofdirectors, may participate in a meeting of the board of directors, or anycommittee thereof, by means of conference telephone or similar communicationsequipment by means of which all persons participating in the meeting can heareach other, and such participation in a meeting in such manner shall constitutepresence in person at the meeting.

 

**ARTICLE IV**

**Officers And Agents**

 

Section 1.***General***.The officers of the corporation shall be a president, a secretary and atreasurer. The board of directors may appoint such other officers, assistantofficers, and agents, including a chief executive officer, chief financialofficer, chairman of the board, one or more vice-chairmen of the board, vicepresidents, assistant secretaries and assistant treasurers, as they mayconsider necessary, who shall be chosen in such manner and hold their officesfor such terms and have such authority and duties as from time to time may bedetermined by the board of directors. Any number of offices may be held by thesame person with the exception of the office of president and vice president beingheld simultaneously by the same person, or as otherwise provided in thearticles of incorporation or these bylaws.

 

Section 2.***Election And Term OfOffice***. The officers of the corporation shall be elected by theboard of directors annually at the first meeting of the board held after eachannual meeting of the stockholders. If the election of officers shall not beheld at that meeting, an election of officers shall be held as soon thereafteras conveniently may be. Each officer shall hold office until his successorshall have been duly elected and shall qualify or until the earliest to occurof his death, resignation or removal.

 

Section 3.***Removal***.Any officer or agent elected or appointed by the board of directors may beremoved at any time by the board whenever in its judgment the best interests ofthe corporation will be served thereby.

 

Section 4.***Vacancies***.Any officer may resign at any time upon written notice to the corporation. Suchresignation shall take effect at the time stated therein; and unless otherwisespecified therein, the acceptance of such resignation shall not be necessary tomake it effective. Any vacancy occurring in any office by death, resignation,removal or otherwise shall be filled by the board of directors for the unexpiredportion of the term or for any other term specified by the board of directors.If any officer shall be absent or unable for any reason to perform his duties,the board of directors, to the extent not otherwise inconsistent with thesebylaws or law, may direct that the duties of such officer during such absenceor inability shall be performed by such other officer or assistant officer asseems advisable to the board.

 

Section 5.***Authority And Duties OfOfficers***. The officers of the corporation shall have theauthority and shall exercise the powers and perform the duties specified below,and as may be otherwise specified by the board of directors or by these bylaws,except that in any event each officer shall exercise such powers and performsuch duties as may be required by law, and in cases where the duties of anyofficer or agent are not prescribed by these bylaws or by the board ofdirectors, such officer or agent shall follow the orders and instructions of (a) thechief executive officer, if a chief executive officer is elected, the chiefoperating officer, if a chief operating officer is elected, the president, andif a chairman of the board is elected, then (b) the chairman of the board.

 

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(a)   *President*. The president, subject to thedirection and supervision of the board of directors, shall have the followingresponsibilities: (i) be the chief executive officer of the corporationand have general and active control of its affairs, business and property andgeneral supervision of its officers, agents and employees; (ii) preside atall meetings of the stockholders; (iii) see that all orders andresolutions of the board of directors are carried into effect; and (iv) signor countersign all certificates, contracts and other instruments of thecorporation, except where required or permitted by law to be otherwise signedand executed and except where the signing and execution thereof shall beexpressly delegated by the board of directors to some other officer or agent ofthe corporation. In addition, the president shall, unless otherwise directed bythe board of directors, attend in person or by substitute appointed by them, orby written instruments appointing proxy or proxies to represent thecorporation, all meetings of the stockholders of any corporation in which thecorporation shall hold any stock and may, on behalf of the corporation, inperson or by substitute or proxy, execute written waivers of notice andconsents with respect to such meetings. At all such meetings, and otherwise,the president, in person or by substitute or proxy as aforesaid, may vote thestock so held by the corporation and may execute written consent and otherinstruments with respect to such stock and may exercise any and all rights andpowers incident to the ownership of said stock, subject however to theinstructions, if any, of the board of directors. Subject to the directions ofthe board of directors, the president shall exercise all other powers andperform all other duties normally incident to the office of president of a corporationand shall exercise such other powers and perform such other duties as from timeto time may be assigned to him by the board.

 

(b)   *Chairman Of The Board*. If a chairman ofthe board has been elected, the chairman of the board shall be the presidingofficer at meetings of the board of directors and shall have, subject to thedirection and modification of the board of directors, all the sameresponsibilities, rights and obligations as described in these bylaws for thepresident.

 

(c)   *Vice Presidents*. The vice presidents, ifany shall be elected, and if they be so directed, shall assist the presidentand shall perform such duties as may be assigned to them by the president or bythe board of directors. In the absence of the president, the vice presidentdesignated by the board of directors or (if there be no such designation)designated in writing by the president shall have the powers and perform theduties of the president. If no such designation shall be made all vicepresidents may exercise such powers and perform such duties.

 

(d)   *Secretary*. The secretary shall perform thefollowing functions: (i) record or cause to be recorded the proceedings ofthe meetings of the stockholders, the board of directors and any committees ofthe board of directors in a book to be kept for that purpose; (ii) seethat all notices are duly given in accordance with the provisions of thesebylaws or as required by law; (iii) be custodian of the corporate recordsand of the seal of the corporation; (iv) keep at the corporation’sregistered office or principal place of business within or outside Maryland arecord containing the names and addresses of all stockholders and the numberand class of shares held by each, unless such a record shall be kept at theoffice of the corporation’s transfer agent or registrar; (v) have generalcharge of the stock books of the corporation, unless the corporation has atransfer agent; and (vi) in general, perform all other duties as from timeto time may be assigned to him by the president, or by the board of directors.Assistant secretaries, if any, shall have the same duties and powers, subjectto supervision by the secretary.

 

(e)   *Treasurer*. The treasurer shall perform thefollowing functions: (i) be the principal financial officer of thecorporation and have the care and custody of all funds, securities, evidencesof indebtedness and other personal property of the corporation and deposit thesame in accordance with the instructions of the board of directors; (ii) receiveand give receipts and acquittances for monies paid in on account of thecorporation, and pay out of the funds on hand all bills, payrolls and otherjust debts of the corporation of whatever nature upon maturity; (iii) bethe principal accounting officer of the corporation and as such prescribe andmaintain the methods and systems of accounting to be followed, keep completebooks and records of account, prepare and file all local, state and federal taxreturns, prescribe and maintain an adequate system of internal audit, andprepare and furnish to the president and the board of directors statements ofaccount showing the financial position of the corporation and the results ofits operations; and (iv) perform all other duties incident to the officeof treasurer and such other duties as from time to time may be assigned to himby the president or the board of directors. Assistant treasurers, if any, shallhave the same powers and duties, subject to the supervision of the treasurer.

 

Section 6.***Surety Bonds***.The board of directors may require any officer or agent of the corporation toexecute to the corporation a bond in such sums and with such sureties as shallbe satisfactory to the board, conditioned upon the faithful performance of hisduties and for the restoration to the corporation of all books, papers,vouchers, money and other property of whatever kind in his possession or underhis control belonging to the corporation.

 

Section 7.***Salaries***.Officers of the corporation shall be entitled to such salaries, emoluments, compensationor reimbursement as shall be fixed or allowed from time to time by the board ofdirectors.

 

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**ARTICLE V**

**Stock**

 

Section 1.***Certificates***.Each holder of stock in the corporation shall be entitled to have a certificatesigned in the name of the corporation by the president or a vice-president orthe chairman of the board and countersigned by the treasurer or an assistanttreasurer, or the secretary or an assistant secretary of the corporation. Anyof or all the signatures on the certificate may be facsimile. In case anyofficer, transfer agent or registrar who has signed or whose facsimilesignature has been placed upon a certificate shall have ceased to be suchofficer, transfer agent or registrar before such certificate is issued, it maybe issued by the corporation with the same effect as if he were such officer,transfer agent or registrar at the date of issue. Certificates of stock shallbe consecutively numbered and shall be in such form consistent with law asshall be prescribed by the board of directors.

 

Section 2.***Record***. Arecord shall be kept of the name and address of each person or other entityholding the stock represented by each certificate for shares of the corporationissued, the number of shares represented by each such certificate, the datethereof and, in the case of cancellation, the date of cancellation. The personor other entity in whose name shares of stock stand on the books of thecorporation shall be deemed the owner thereof, and thus a holder of record ofsuch shares of stock, for all purposes as regards the corporation.

 

Section 3.***Consideration For Shares***.Shares shall be issued for such consideration (but not less than the par valuethereof) as shall be determined from time to time by the board of directors.Treasury shares shall be disposed of for such consideration as may bedetermined from time to time by the board. Such consideration may consist, inwhole or in part, of cash, personal property (whether tangible or intangible),real property, leases of real property, labor or services actually rendered, orpromissory notes or other obligations for future payment in money, and, subjectto the provisions of Section 4 of this Article V, shall be fully paidin such form prior to the issuance of the certificate representing such shares,in such manner and at such times as the directors may require.

 

Section 4.***Issuance Of Stock***.The capital stock issued by the corporation must be non-assessable. It shall bedeemed to be fully paid and nonassessable stock, if: (a) the entire amountof the consideration has been received by the corporation in the form or formsset forth in Section 3 of this Article V and if any part of theconsideration is in the form of a promissory note or other obligation, suchnote or obligation has been satisfied in full; or (b) not less than theamount of the consideration determined to be capital pursuant to statute hasbeen received by the corporation in the form or forms set forth in Section 3of this Article V and the corporation has received a binding obligation ofthe subscriber or purchaser to pay the balance of the subscription or purchaseprice; provided, however, nothing contained herein shall prevent the board ofdirectors from issuing partly paid shares as described herein.

 

Thecorporation may issue the whole or any part of its shares as partly paid andsubject to call for the remainder of the consideration to be paid therefor.Upon the face or back of each stock certificate issued to represent any suchpartly paid shares the total amount of the consideration to be paid thereforand the amount paid thereon shall be stated. Upon the declaration of anydividend upon partly paid shares, the corporation shall declare a dividend uponpartly paid shares of the same class, but only upon the basis of the percentageof the consideration actually paid thereon.

 

Thedirectors may from time to time demand payment, in respect of each share ofstock not fully paid, of such sum of money as the necessities of the businessmay, in the judgment of the board of directors, require, not exceeding in thewhole, the balance remaining unpaid on said stock, and such sum so demandedshall be paid to the corporation at such times and by such installments as thedirectors shall direct. The directors shall give written notice of the time andplace of such payments, which notice shall be mailed to each holder orsubscriber to his last known post office address at least thirty days beforethe time for such payment for stock which is not fully paid.

 

Thecorporation may, but shall not be required to, issue fractional shares ofstock. If it does not issue fractions of a share, it shall: (a) eliminatea fractional interest by rounding off to a full shares of stock; (b) payin cash the fair value of fractions of a share as of the time when thoseentitled to receive such fractions are determined; or (c) issue scrip orother evidence of ownership which shall entitle the holder to receive acertificate for a full share upon the surrender of such scrip or warrantsaggregating a full share. A certificate for a fractional share shall, but scripor warrants shall not unless provided therein, entitle the holder to exercisevoting rights, to receive dividends thereon, and to participate in any of theassets of the corporation in the event of liquidation. The board of directorsmay cause scrip or warrants to be issued subject to the conditions that theyshall become void if not exchanged for certificates representing full sharesbefore a specified date, or subject to the conditions that the shares for whichscrip or warrants are exchangeable may be sold by the corporation and theproceeds thereof distributed to the holders of scrip or warrants, or subject toany other conditions which the board of directors may impose.

 

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Theboard of directors may, at any time and from time to time, if all of the sharesof capital stock which the corporation is authorized by its articles ofincorporation to issue have not been issued, subscribed for, or otherwisecommitted to be issued, issue or take subscriptions for additional shares ofits capital stock up to the amount authorized in its articles of incorporation.

 

Section 5.***Lost Certificates***.In case of the alleged loss, destruction or mutilation of a certificate ofstock, the board of directors may direct the issuance of a new certificate inlieu thereof upon such terms and conditions in conformity with law as it mayprescribe. The board of directors may in its discretion require the owner ofthe certificate to give a bond in such form and amount and with such surety asit may determine, before issuing a new certificate in order to provide forindemnification of the corporation against any loss or claim arising as aresult of the issuance of the new certificate.

 

Section 6.***Transfer Of Shares***.Upon surrender to the corporation or to a transfer agent of the corporation ofa certificate of stock duly endorsed or accompanied by proper evidence ofsuccession, assignment or authority to transfer, it shall be the duty of thecorporation to issue a new certificate to the person entitled thereto, cancelthe old certificate, and record the transaction in the stock books; providedhowever, that the corporation shall not be required to effect the requestedtransfer if the corporation believes the requested transfer would be inviolation of any applicable law, regulation, court order or other restrictionof any nature.

 

Section 7.***Registered Stockholders***.The corporation shall be entitled to recognize the exclusive right of a personregistered on its books as the owner of shares to receive dividends, and tovote as such owner, and the corporation shall be entitled to hold liable forcalls and assessments a person registered on its books as the owner of shares,and the corporation shall not be bound to recognize any equitable or otherclaim to or interest in such share or shares on the part of any other person,whether or not it shall have express or other notice thereof except asotherwise provided by the laws of the State of Maryland.

 

Section 8.***Transfer Agents,Registrars And Paying Agents***. The board may at its discretionappoint one or more transfer agents, registrars and agents for making paymentupon any class of stock, bond, debenture or other security of the corporation.Such agents and registrars may be located either within or outside Maryland.They shall have such rights and duties and shall be entitled to suchcompensation as may be agreed.

 

**ARTICLE VI**

**Indemnification Of Officers AndDirectors**

 

Section 1.***Indemnification OfDirectors, Officers, And Others***. Subject to Section 2 ofthis Article VI, any person who was or is a party or is threatened to bemade a party to any threatened, pending or completed action, suit orproceeding, whether civil, criminal, administrative or investigative, by reasonof the fact that he is or was at any time since the inception of thecorporation a director, officer or employee of the corporation, or is or was atany time since the inception of the corporation serving at the request of thecorporation as a director, officer, employee or agent of another corporation,partnership, joint venture, trust or other enterprise, including serving astrustee, plan administrator or other fiduciary of any employee benefit plan,shall be indemnified by the corporation to the full extent permitted by theGeneral Corporation Law of the State of Maryland (or any similar provision orprovisions of applicable law at the time in effect).  Notwithstanding any other provision in theseBylaws, the corporation may adopt a system of issuance, recordation and transferof its shares by electronic or other means not involving any issuance ofcertificates, including provisions for notice to purchasers in substitution forany required statements on certificates, and as may be required by applicablecorporate securities laws, which system has been approved by the United StatesSecurities and Exchange Commission. Any system so adopted shall not becomeeffective as to issued and outstanding certificated securities until thecertificates therefor have been surrendered to the corporation.

 

Section 2.***Indemnification OfOfficers, Directors And Employees Pursuant To The Common Law Or StatutoryProvisions Other Than The General Corporation Law Of The State Of Maryland***.Any person who was or is a party or is threatened to be made a party to anythreatened, pending or completed action, suit or proceeding, whether civil,criminal, administrative or investigative, by reason of the fact that he is orwas at any time since the inception of the corporation a director, officer oremployee of the corporation, or is or was at any time since the inception ofthe corporation serving at the request of the corporation as a director,officer, or employee of another corporation, partnership, joint venture, trustor other enterprise, including serving as trustee, plan administrator or otherfiduciary of any employee benefit plan, shall be indemnified by the corporationto the full extent permitted by the common law and by any statutory provisionother than the General Corporation Law of the State of Maryland.

 

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Section 3.***Mandatory Advance OfExpenses***. Reasonable expenses incurred in defending any action,suit or proceeding described in Section 1 or 2 of this Article VIshall be paid by the corporation in advance of the final disposition of such action,suit or proceeding upon receipt of (i) a written affirmation by thedirector of the director’s good faith belief that the standard of conductnecessary for indemnification by the corporation as authorized by Section 2-418of the Maryland General Corporation Law has been met, and (ii) anundertaking by or on behalf of such director, officer or employee to repay suchamount to the corporation if it shall ultimately be determined that he is notentitled to be indemnified by the corporation as authorized in this Article.

 

Section 4.***Payment Of IndemnifiedClaims***. Reasonable amounts required to be paid in settlement oras a judgment in any action, suit or proceeding described in Section 1 or2 of this Article VI shall be paid by the corporation within 90 daysof the receipt of an undertaking by or on behalf of such director, officer oremployee to repay such amount to the corporation if it shall ultimately bedetermined that he is not entitled to be indemnified by the corporation asauthorized in this Article; provided however, that the corporation shall not berequired to pay such amounts if a majority of the members of the Board ofDirectors vote to deny the request for indemnification within the 90 dayperiod set forth in this Section 4.

 

Section 5.***Rights Of Appeal***.In the event that the corporation advances funds for indemnification pursuantto this Article, and, subsequently, indemnification pursuant to this Article isdeclared unenforceable by a court, or the corporation determines that thedirector, officer or employee on whose behalf the funds were advanced is notentitled to indemnification pursuant to this Article, then such director,officer or employee shall have the right to retain the indemnification paymentsuntil all appeals of the court’s or the corporation’s decision have beenexhausted.

 

Section 6.***AdditionalIndemnification***. Without limiting the indemnification otherwiseprovided by this Article VI, any person who was or is a party or isthreatened to be made a party to any threatened, pending or completed action,suit or proceeding, whether civil, criminal, administrative or investigative,by reason of the fact that he is or was at any time since the inception of thecorporation a director, officer or employee of the corporation or a wholly ownedsubsidiary of the corporation, or is or was at any time since the inception ofthe corporation a trustee, plan administrator or other fiduciary of anyemployee benefit plan of the corporation or a wholly owned subsidiary of thecorporation, shall be indemnified by the corporation against all expenses,including attorneys’ fees, judgments, fines and amounts paid in settlement,actually and reasonably incurred by him in connection with such action, suit orproceeding, including an action or suit by or in the right of the corporationto procure a judgment in its favor, if he (i) acted in good faith and in amanner he reasonably believed to be in or not opposed to the best interests ofthe corporation, (ii) his conduct was not material to the matter givingrise to the proceeding and was not committed in bad faith or was the result ofactive and deliberate dishonesty, (iii) he did not actually receive animproper personal benefit in money, property or services, and (iv) withrespect to any criminal action or proceeding, he had no reasonable cause tobelieve his conduct was unlawful. The termination of any action, suit orproceeding by judgment, order, settlement, conviction, or upon a plea of nolocontendere or its equivalent, shall not, of itself, create a presumption thatthe person did not act in good faith and in a manner which he reasonablybelieved to be in or not opposed to the best interests of the corporation, andwith respect to any criminal action or proceeding, had reasonable cause tobelieve that his conduct was unlawful.

 

Section 7.***Indemnification NotExclusive***. The indemnification provided in this Article shallnot be deemed exclusive of any other rights to which any person seekingindemnification may be entitled under any agreement, vote of stockholders ordisinterested directors or otherwise, both as to action in his officialcapacity and as to action in another capacity while holding such office.

 

Section 8.***Insurance***.By action of the board of directors, notwithstanding any interest of the directorsin such action, the corporation may purchase and maintain insurance, in suchamounts as the board may deem appropriate, on behalf of any person who is orwas a director, officer or employee of the corporation or is or was serving atthe request of the corporation as a director, officer, employee or agent ofanother corporation, partnership, joint venture, trust or other enterpriseagainst any liability asserted against him and incurred by him in any suchcapacity, or arising out of his status as such, whether or not the corporationwould have the power to indemnify him against such liability under applicableprovisions of laws.

 

Section 9.***Applicability; Effect***.Any indemnification and advancement of expenses provided by or granted pursuantto this Article VI shall be applicable to acts or omissions that occurredprior to the adoption of this Article VI, shall continue as to any personswho ceased to be a director, officer, or employee of the corporation or awholly owned subsidiary of the corporation, or was serving as or has sinceceased to be a trustee, plan administrator or other fiduciary of any employeebenefit plan of the corporation or a wholly owned subsidiary of thecorporation, and shall inure to the benefit of the heirs, executors, and administratorsof such person. The repeal or amendment of this Article VI or any Section orprovision hereof which would have the effect of limiting, qualifying orrestricting any of the powers or rights of indemnification provided orpermitted in this Article VI shall not, solely by reason of such repeal oramendment, eliminate, restrict or otherwise affect the right or power of thecorporation to indemnify any person, or affect any right of indemnification ofsuch person, with respect to any acts or omissions which occurred prior to suchrepeal or amendment. All rights under this Article VI shall be deemed tobe provided by a contract between the corporation and each person coveredhereby.

 

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Section 10.***Savings Clause***.If this Article VI or any Section or provision hereof shall beinvalidated by any court on any ground, then the corporation shall neverthelessindemnify each party otherwise entitled to indemnification hereunder to thefullest extent permitted by law or any applicable provision of this Article VIthat shall not have been invalidated.

 

**ARTICLE VII**

**Execution Of Instruments; Loans;Checks And Endorsements; Deposits; Proxies**

 

Section 1.***Execution Of Instruments***.The president or any vice president shall have the power to execute and deliveron behalf of and in the name of the corporation any instrument requiring thesignature of an officer of the corporation, except as otherwise provided by lawor in these bylaws or where the execution and delivery thereof shall beexpressly delegated by the board of directors to some other officer or agent ofthe corporation. Unless authorized to do so by these bylaws or by the board ofdirectors, no officer, agent or employee shall have any power or authority tobind the corporation in any way, to pledge its credit or to render it liablepecuniarily for any purpose or in any amount.

 

Section 2.***Loans To Directors,Officers And Employees***. The corporation may lend money to,guarantee the obligations of and otherwise assist directors, officers andemployees of the corporation, or directors of another corporation of which thecorporation owns a majority of the voting stock, only upon compliance with therequirements of the General Corporation Law of the State of Maryland.

 

Section 3.***Checks And Endorsements***.All checks, drafts or other orders for the payment of money, obligations, notesor other evidences of indebtedness, bills of lading, warehouse receipts, tradeacceptances and other such instruments shall be signed or endorsed by suchofficers or agents of the corporation as shall from time to time be determinedby resolution of the board of directors, which resolution may provide for theuse of facsimile signatures.

 

Section 4.***Deposits***.All funds of the corporation not otherwise employed shall be deposited fromtime to time to the corporation’s credit in such banks or other depositories asshall from time to time be determined by resolution of the board of directors,which resolution may specify the officers or agents of the corporation whoshall have the power, and the manner in which such powers shall be exercised,to make such deposits and to endorse, assign and deliver for collection anddeposit checks, drafts and other orders for the payment of money payable to thecorporation or its order.

 

Section 5.***Proxies***.Unless otherwise provided by resolution adopted by the board of directors, thepresident or any vice president may from time to time appoint one or moreagents or attorneys-in-fact of the corporation, in the name and on behalf ofthe corporation, to cast the votes which the corporation may be entitled tocast as the holder of stock or other securities in any other corporation,association or other entity any of whose stock or other securities may be heldby the corporation, at meetings of the holders of the stock or other securitiesof such other corporation, association or other entity or to consent inwriting, in the name of the corporation as such other entity, and may instructthe person or persons so appointed as to the manner of casting such votes orgiving such consent, and may execute or cause to be executed in the name and onbehalf of the corporation and under its corporate seal, or otherwise, all suchwritten proxies or other instruments as he may deem necessary or proper in thepremises.

 

**ARTICLE VIII**

**Miscellaneous**

 

Section 1.***Waivers Of Notice***.Whenever notice is required to be given by law, by the articles ofincorporation or by these bylaws, a written waiver thereof, signed by theperson entitled to said notice, whether before or after the time statedtherein, shall be deemed equivalent to notice. Attendance of a person at ameeting or (in the case of a stockholder) by proxy shall constitute a waiver ofnotice of such meeting. Neither the business to be transacted at, nor thepurpose of, any regular or special meeting of the stockholders, directors, ormembers of a committee of directors need to be specified in any written waiveror notice unless so required by the articles of incorporation or these bylaws.

 

Section 2.***Presumption Of Assent***.A director or stockholder of the corporation who is present at a meeting of theboard of directors or stockholders at which action on any corporate matter istaken shall be presumed to have assented to the action taken unless his dissentshall be entered in the minutes of the meeting or unless he shall file hiswritten dissent to such action with the person acting as the secretary of themeeting before the adjournment thereof or shall forward such dissent byregistered mail to the secretary of the corporation immediately after theadjournment of the meeting. Such right to dissent shall not apply to a directoror stockholder who voted in favor of such action.

 

Section 3.***Seal***. Thecorporate seal of the corporation shall be circular in form and shall containthe name of the corporation and the words “Seal, Maryland.” The custodian ofthe seal shall be the secretary, who along with the president or other officerauthorized by the board of directors, may affix the seal to documents of thecorporation.

 

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Section 4.***Amendments***.These bylaws may be altered, amended or repealed or new bylaws may be adoptedby the board of directors at any meeting of the directors. These bylaws may bealtered, amended, or repealed or new bylaws may be adopted by a vote of amajority of the outstanding shares, without the necessity of the concurrence ofthe board of directors.

 

Section 5.***Emergency Bylaws***.Subject to repeal or change by action of the stockholders, the board ofdirectors may adopt emergency bylaws in accordance with and pursuant to theprovisions of the General Corporation Law of the State of Maryland.

 

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