EXHIBIT
3.2(i)




BYLAWS


OF


CARROLLTON
BANCORP




ARTICLE
I




STOCKHOLDERS




Section
1.  Annual
Meeting.  The annual meeting of stockholders of the Corporation
shall be held each year at the principal office of the Corporation in the State
of Maryland, or at such other place, during the month of April, at such date,
hour and place within or without the State as may be fixed by the Board of
Directors for the purpose of election of Directors and for the transaction of
such other business as may properly come before the meeting.




Section
2.  Special
Meeting.  A special meeting of stockholders may be called by
the Board of Directors or by the President to be held at the principal office of
the Corporation in the State of Maryland or at such other place as may be
determined by the Board of Directors when such meeting is
called.  Special meetings of stockholders shall also be called by the
Secretary upon the written request of the holders of shares entitled to cast not
less than 25% of all the votes entitled to be cast at such meeting, provided,
however, that if the request for such meeting is to be called for the purpose of
considering any matter which is substantially the same as a matter voted on at
any special meeting of the stockholders within the preceding twelve (12) months
no meeting shall be called.  Such request shall state in general terms
the purpose of such meeting and the matters proposed to be acted on at such
meeting.  The Secretary shall inform such stockholders of the
reasonably estimated cost of preparing and mailing notice of the meeting and,
upon payment to the Corporation of such costs, the Secretary shall give notice
to each stockholder entitled to notice of the meeting.  Notice of such
special meeting shall be given in the same manner as is provided in the case of
annual meetings.




Section
3.  Notice.  Not
less than ten nor more than 90 days before each meeting of stockholders, the
Secretary shall give to each stockholder entitled to vote at such meeting and to
each stockholder not entitled to vote who is entitled to notice of the meeting,
written or printed notice stating the time and place of the meeting and, in the
case of a special meeting or as otherwise may be required by statute, the
purpose for which the meeting is called, either by mail or by presenting it to
such stockholder personally or by leaving it at his residence or usual place of
business.  If mailed, such notice shall be deemed to be given when
deposited in the United States mail addressed to the stockholder at his post
office address as it appears on the records of the Corporation, with postage
thereon prepaid.




Section
4.  Scope of
Notice.  No business shall be transacted at a special meeting
of stockholders except that designated in the notice.  Any business of
the Corporation may be transacted at the annual meeting without being
specifically designated in the notice, except such business as is required by
statute to be stated in such notice.




Section
5.  Quorum.  At
any meeting of stockholders, the presence in person or by proxy of stockholders
entitled to cast a majority of all the votes entitled to be cast at such meeting
shall constitute a quorum; but this section shall not affect any requirement
under any statute or the





charter
for the vote necessary for the adoption of any measure.  If, however,
such quorum shall not be present at any meeting of the stockholders, the
stockholders entitled to vote at such meeting, present in person or by proxy,
shall have power to adjourn the meeting from time to time to a date not more
than 120 days after the original record date without notice other than
announcement at the meeting until such quorum shall be present.  At
such adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally
notified.




Section
6.  Voting.  A
plurality of all the votes cast at a meeting of stockholders duly called and at
which a quorum is present shall be sufficient to elect a
Director.  Each share of stock may be voted for as many individuals as
there are Directors to be elected and for whose election the share is entitled
to be voted.  A majority of the votes casts at a meeting of
stockholders duly called and at which a quorum is present shall be sufficient to
approve any other matter which may properly come before the meeting, unless more
than a majority of the votes cast is required by statute or by the
Charter.  Unless otherwise provided in the Charter, each outstanding
share of stock, regardless of class, shall be entitled to one vote on each
matter submitted to a vote at a meeting of stockholders.




Section
7.  Director
Nominations.  Nominations of candidates for election as
Directors at any annual meeting of stockholders may be made (a) by, or at the
direction of, a majority of the Board of Directors or (b) by any stockholder
entitled to vote at such annual meeting.  Only persons nominated in
accordance with the procedures set forth in this Section shall be eligible for
election as Directors at an annual meeting.




Nominations,
other than those made by, or at the direction of, the Board of Directors, shall
be made pursuant to timely notice in writing to the Secretary of the Corporation
as set forth in this Section.  To be timely, a stockholder’s notice
shall be delivered to, or mailed to and received at, the principal executive
offices of the Corporation not less than 60 days nor more than 90 days prior to
the date of the annual meeting, as established pursuant to Article I, Section 1,
regardless of postponements, deferrals, or adjournments of that meeting to a
later date; provided, however, that if less than 70 days’ notice or prior public
disclosure of the date of the scheduled annual meeting is given or made, notice
by the stockholder to be timely must be so delivered or received not later than
the close of business on the 10th day following the earlier of the day on which
such notice of the date of the scheduled annual meeting was mailed or the day on
which such public disclosure was made.  Such stockholder’s notice
shall set forth (a) as to each person whom the stockholder proposes to nominate
for election or re-election as a Director and as to the stockholder giving the
notice (i) the name, age, business address and residence address of such person,
(ii) the principal occupation or employment of such person, (iii) the class and
number of shares of Corporation stock which are beneficially owned by such
person on the date of such stockholder notice and (iv) any other information
relating to such person that is required to be disclosed in solicitations of
proxies with respect to nominees for election as directors, pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended; and (b) as
to the stockholder giving the notice (i) the name and address, as they appear on
the Corporation’s books, of such stockholder and any other stockholders known by
such stockholder to be supporting such nominees and (ii) the class and number of
shares of Corporation stock which are beneficially owned by such stockholder on
the date of


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such
stockholder notice and by any other stockholders known by such stockholder to be
supporting such nominees on the date of such stockholder notice.  At
the request of the Board of Directors, any person nominated by, or at the
direction of, the Board for election as a Director at an annual meeting shall
furnish to the Secretary of the Corporation that information required to be set
forth in a stockholder’s notice of nomination which pertains to the
nominee.




No person
shall be elected as a Director of the Corporation unless nominated in accordance
with the procedures set forth in this Section.  Ballots bearing the
names of all the persons who have been nominated for election as Directors at an
annual meeting in accordance with the procedures set forth in this Section shall
be provided for use at the annual meeting.




The Board
of Directors, or a designated committee thereof, may reject any nomination by a
stockholder not timely made in accordance with the requirements of this
Section.  If the Board of Directors or such committee determines that
the information provided in a stockholder’s notice does not satisfy the
informational requirements of this Section in any material respect, the
Secretary of the Corporation shall promptly notify such stockholder of the
deficiency in the notice.  The stockholder shall have an opportunity
to cure the deficiency by providing additional information to the Secretary
within such period of time, not to exceed five days from the date such
deficiency notice is given to the stockholder, as the Board of Directors or such
committee shall reasonably determine.  If the deficiency is not cured
within such period, or if the Board of Directors or such committee reasonably
determines that the additional information provided by the stockholder, together
with information previously provided, does not satisfy the requirements of this
Section in any material respect, then the Board of Directors may reject such
stockholder’s nomination.  The Secretary of the Corporation shall
notify a stockholder in writing whether his nomination has been made in
accordance with the time and informational requirements of this
Section.  Notwithstanding the procedure set forth in this paragraph,
if neither the Board of Directors nor such committee makes a determination as to
the validity of any nominations by a stockholder, the presiding officer of the
annual meeting shall determine and declare at the annual meeting whether a
nomination was made in accordance with the terms of this Section.  If
the presiding officer determines that a nomination was made in accordance with
the terms of this Section, he shall so declare at the annual meeting and ballots
shall be provided for use at the meeting with respect to such
nominee.  If the presiding officer determines that a nomination was
not made in accordance with the terms of this Section, he shall so declare at
the annual meeting and the defective nomination shall be
disregarded.




Section
8.  Proxies.  A
stockholder may vote the shares of stock owned of record by him, either in
person or by proxy executed in writing by the stockholder or by his duly
authorized attorney in fact.  Such proxy shall be filed with the
Secretary of the Corporation before or at the time of the meeting.  No
proxy shall be valid after eleven months from the date of its execution, unless
otherwise provided in the proxy.




Section
9.  Voting
of Shares by Certain Holders.  Shares registered in the name of
another corporation, if entitled to be voted, may be voted by the President, a
Vice-President or a proxy appointed by the President or a Vice-President of such
other corporation, unless some other person who has been appointed to vote such
shares pursuant to a bylaw or a resolution of the Board of Directors of such
other corporation presents a certified copy of such bylaw or resolution, in
which case such person may vote such shares.  Any fiduciary may vote
shares registered in his name as such fiduciary, either in person or by
proxy.




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Shares of
its own stock directly or indirectly owned by this Corporation shall not be
voted at any meeting and shall not be counted in determining the total number of
outstanding shares entitled to be voted at any given time, unless they are held
by it in a fiduciary capacity, in which case they may be voted and shall be
counted in determining the total number of outstanding shares at any given
time.




The Board
of Directors may adopt by resolution a procedure by which a stockholder may
certify in writing to the Corporation that any shares of stock registered in the
name of the stockholder are held for the account of a specified person other
than the stockholder.  The resolution shall set forth the class of
stockholders who may certify, the purpose for which the certification may be
made, the form of certification is with respect to a record date or closing of
the stock transfer books within which the certification must be received by the
Corporation; and any other provisions with respect to the procedure which the
Board of Directors considers necessary or desirable.  On receipt of
such certification, the person specified in the certification shall be regarded
as, for the purposes set forth in the certification, the stockholder of record
of the specified stock in place of the stockholder who makes the
certification.




Section
10.  Inspectors.  At
any meetings of stockholders, the chairman of the meeting may, or upon the
request of any stockholder shall, appoint one or more persons as inspectors for
such meeting.  Such inspectors shall ascertain and report the number
of shares represented at the meeting based upon their determination of the
validity and effect of proxies, count all votes, report the results and perform
such other acts as are proper to conduct the election and voting with
impartiality and fairness to all the stockholders.




Each
report of an inspector shall be in writing and signed by him or by a majority of
them if there be more than one inspector acting at such meeting.  If
there is more than one inspector, the report of a majority shall be the report
of the inspectors.  The report of the inspector or inspectors on the
number of shares represented at the meeting and the results of the voting shall
be prima facie evidence thereof.




Section
11.  Informal Action by
Stockholders.  Any action required or permitted to be taken at
a meeting of stockholders may be taken without a meeting if a consent in
writing, setting forth such action, is signed by each stockholder entitled to
vote on the matter and any other stockholder entitled to notice of a meeting of
stockholders (but not to vote thereat) has waived in writing any right to
dissent from such action, and such consent and waiver are filed with the minutes
of proceedings of the stockholders.




Section
12.  Voting
by Ballot.  Voting on any question or in any election may be
viva voce unless the
presiding officer shall order or any stockholder shall demand that voting be by
ballot.




ARTICLE
II




BOARD OF
DIRECTORS




Section
1.  Management.  The
management and control of the business of the Corporation shall be vested in a
Board of Directors, consisting of twelve (12) persons, who shall be elected at
the annual meeting of stockholders for a term of three (3) years, and who shall
hold office until


4


their
successors are duly elected and qualify.  The number of Directors may
be increased or decreased by the Board of Directors at any regular meeting or
any special meeting called for that purpose, but shall never be less than the
minimum number required by the applicable provisions of the Maryland General
Corporation Law.




Section
2.  Election
and Tenure of Directors.  The directors shall be divided into
three classes, as nearly equal in number as possible, with the term of office of
the first class to expire at the 1991 Annual Meeting of Stockholders, the term
of office of the second class to expire at the 1992 Annual Meeting of
Stockholders, and the term of office of the third class to expire at the 1993
Annual Meeting of Stockholders.  At each annual meeting of
stockholders beginning in 1991, successors to the class of directors whose term
expires at that annual meeting shall be elected for a three year term and until
their successors are duly elected and qualify.




Section
3.  Removal
of Director.  Unless statute or the Charter provides otherwise,
the stockholders may remove any director, only with cause, by the affirmative
vote of at least 80% of all the votes entitled to be cast for the election of
directors.




Section
4.  Vacancies.  Any
vacancies on the Board of Directors caused by resignation, death or otherwise
may be filled by the Board of Directors or the stockholders at any regular or
special meeting.  The person so chosen as Director shall hold office
until the next annual meeting of stockholders and until his successor is duly
elected and qualifies.




Section
5.  Annual
Meetings.  An annual meeting of the Board of Directors shall
immediately follow the annual meeting of stockholders each year.  No
notice of the annual meeting need be given to the Directors.




Section
6.  Special
Meetings.  Special Meetings of the Board of Directors may be
called at any time by the President, Chairman of the Board or by any two
Directors, to be held at the principal office of the Corporation in the State of
Maryland, or at such other place or places as the Directors may from time to
time designate.  Notice of special meetings of the Board of Directors
shall be given to each Director at least twenty four (24) hours prior to the
meeting by service to the Director by telegram, letter or by personal notice,
including telephone notice.




Section
7.  Quorum.  A
quorum for the transaction of business at every meeting of the Board of
Directors shall consist of a majority of the Board of Directors, and the vote of
a majority shall be required to pass any measure or resolution except as
otherwise provided by applicable statute, by the Charter of the Corporation or
by these Bylaws.  If less than a quorum of Directors is present at
said meeting, a majority of the Directors present may adjourn the meeting from
time to time without further notice.  The Directors present at a
meeting which has been duly called and convened may continue to transact
business until adjournment, notwithstanding the withdrawal of enough Directors
to leave less than a quorum.




Section
8.  Telephone
Meetings.  Members of the Board of Directors may participate in
a meeting by means of a conference telephone or similar communications equipment
if all persons participating in the meeting can hear each other at the same
time.  Participation in a meeting by these means shall constitute
presence in person at the meeting.




5




Section
9.  Informal
Action by Directors.  Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a meeting,
if an unanimous written consent which sets forth the action is signed by each
Director and such consent is filed with the minutes of proceedings of the Board
of Directors.




Section
10.  Compensation.  Directors
shall not receive any stated salary for their services as Directors but, by
resolution of the Board of Directors, a fixed sum and expenses of attendance, if
any, may be allowed to Directors for attendance at each annual, regular or
special meeting of the Board of Directors or of any committee thereof; but
nothing herein contained shall be construed to preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefor.




Section
11.  Mandatory
Retirement.  No director shall serve as a director beyond the
expiration of the term during which the director becomes 70 years of
age.  No person who has attained the age of 70 years shall be eligible
to be elected as a director.  This Section 11 shall not be applicable
to any member of the Board of Directors on the date of the adoption of these
Bylaws.




ARTICLE
III




COMMITTEES




Section
1.  Number,
Tenure and Qualifications.  The Board of Directors may appoint
from among its members an Executive Committee and other committees, composed of
two or more Directors, to serve at the pleasure of the Board of
Directors.




Section
2.  Powers.  The
Board of Directors may delegate to committees appointed under Section 1 of this
Article any of the powers of the Board of Directors except as prohibited by
law.




Section
3.  Meetings.  In
the absence of any member of any such committee, the members thereof present at
any meeting, whether or not they constitute a quorum, may appoint a Director to
act in the place of such absent member.




Section
4.  Telephone
Meetings.  Members of a committee of the Board of Directors may
participate in a meeting by means of a conference telephone or similar
communications equipment if all persons participating in the meeting can hear
each other at the same time.  Participation in a meeting by these
means shall constitute presence in person at the meeting.




Section
5.  Informal
Action by Committees.  Any action required or permitted to be
taken at any meeting of a committee of the Board of Directors may be taken
without meeting, if an unanimous consent which sets forth the action is signed
by each member of the committee and such consent is filed with the minutes of
the proceedings of such committee.




Section
6.  Minutes
of Meetings.  The minutes of any meeting of a committee shall
be distributed to each member of the Board of Directors.




6




ARTICLE
IV




OFFICERS




Section
1.  General
Provisions.  The officers of the Corporation may consist of a
Chairman of the Board, a Vice-Chairman of the Board, a President, one or more
Vice-Presidents, a Treasurer, one or more Assistant Treasurers, a Secretary, and
one or more Assistant Secretaries.  The officers of the Corporation
shall be elected annually by the Board of Directors at the first meeting of the
Board of Directors held after each annual meeting of stockholders.  If
the election of officers shall not be held at such meeting, such election shall
be held as soon thereafter as may be convenient.  Each officer shall
hold office until his successor is duly elected and qualifies or until his
death, resignation or removal in the manner hereinafter provided.  Any
two or more offices except President and Vice-President may be held by the same
person.  In its discretion, the Board of Directors may leave unfilled
any office except that of President, Treasurer and
Secretary.  Election or appointment of an officer or agent shall not
in itself create contract rights between the Corporation and such officer or
agent.




Section
2.  Removal.  Any
officer or agent of the Corporation may be removed by the Board of Directors if
in its judgment the best interests of the Corporation would be served thereby,
but such removal shall be without prejudice to the contract rights, if any, of
the person so removed.




Section
3.  Vacancies.  A
vacancy in any office may be filled by the Board of Directors.




Section
4.  Chief
Executive Officer.  The Board of Directors may designate a
Chief Executive Officer, who shall have responsibility for implementation of the
policies of the Corporation, as determined by the Board of Directors, and for
the administration of the business affairs of the Corporation.




Section
5.  Chief
Operating Officer.  The Board of Directors may designate a
Chief Operating Officer, who shall have the responsibilities and duties as set
forth by the Board of Directors or the Chief Executive Officer.




Section
6.  Chairman
and Vice-Chairman of the Board.  The Chairman of the Board
shall preside over the meetings of the Board of Directors and of the
stockholders at which he shall be present.  In the absence of the
Chairman of the Board, the Vice-Chairman of the Board shall preside at such
meetings at which he shall be present.  The Chairman of the Board and
the Vice-Chairman of the Board shall, respectively, perform such other duties as
may be assigned to him or them by the Board of Directors.




Section
7.  President.  The
President shall in general supervise and control all of the business and affairs
of the Corporation.  Unless the President is not a member of the Board
of Directors, in the absence of both the Chairman and the Vice-Chairman of the
Board, he shall preside at all meetings of the Board of Directors and of the
stockholders at which he shall be present.  In the absence of a
designation of a Chief Executive Officer by the Board of Directors, the
President shall be the Chief Executive Officer and shall be ex officio a member of all
committees that may, from time to time, be constituted by the Board of
Directors.  He may execute any deed, mortgage, bond, contract or other
instrument which the Board of Directors has


7


authorized
to be executed except in cases where the execution thereof shall be expressly
delegated by the Board of Directors or by these Bylaws to some other officer or
agent of the Corporation or shall be required by law to be otherwise executed;
and in general shall perform all duties incident to the office of President and
such other duties as may be prescribed by the Board of Directors from time to
time.




Section
8.  Vice
Presidents.  In the absence of the President or in the event of
a vacancy in such office, the Vice President (or, except as otherwise provided
by the Board of Directors, in the event there be more than one Vice President,
the Vice Presidents in the order of Executive Vice President, Senior Vice
President, Vice President or Assistant Vice President, or in the absence of any
designation, or within any designation, in the order of their election) shall
perform the duties of the President and when so acting shall have all the powers
of and be subject to all the restrictions upon the President; and shall perform
such other duties as from time to time may be assigned to him by the President
or by the Board of Directors.  The Board of Directors may designate
one or more Vice Presidents as executive, senior or Assistant Vice President or
as Vice President for particular areas of responsibility.




Section
9.  Secretary.  The
Secretary shall (a) keep the minutes of the proceedings of the stockholders, the
Board of Directors and committees of the Board in one or more books provided for
that purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) be custodian of the
corporate records and of the seal of the Corporation, if the Corporation shall
have a seal; (d) keep a register of the post office address of each stockholder
which shall be furnished to the Secretary by such stockholder; (e) have general
charge of the stock transfer books of the Corporation; and (f) in general
perform such other duties as from time to time may be assigned to him by the
President or by the Board of Directors.




Section
10.  Treasurer.  The
Treasurer shall have the custody of the corporate funds and securities and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the Corporation and shall deposit all moneys and other valuable effects in
the name and to the credit of the Corporation in such depositaries as may be
designated by the Board of Directors.




He shall
disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the President and Board of Directors, at the regular meetings of the Board or
whenever they may require it, an account of all his transactions as Treasurer
and of the financial condition of the Corporation.




If
required by the Board of Directors, he shall give the Corporation a bond in such
sum and with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of his office and for the
restoration to the Corporation, in case of his death, resignation, retirement or
removal from office, all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
Corporation.




Section
11.  Assistant Secretaries and
Assistant Treasurers.  The Assistant Secretaries and Assistant
Treasurers, in general, shall perform such duties as shall be assigned to them
by the Secretary or Treasurer, respectively, or by the President or the Board of
Directors.  The Assistant


8


Treasurers
shall, if required by the Board of Directors, give bonds for the faithful
performance of their duties in such sums and with such sureties as shall be
satisfactory to the Board of Directors.




Section
12.  Compensation.  The
compensation of the officers shall be fixed from time to time by the Board of
Directors and no officer shall be prevented from receiving such compensation by
reason of the fact that he is also a Director of the Corporation.




ARTICLE
V




CONTRACTS, LOANS, CHECKS AND
DEPOSITS




Section
1.  Contracts.  The
Board of Directors may authorize any offices or agent to enter into any contract
or to execute and deliver any instrument in the name of and on behalf of the
Corporation and such authority may be general or confined to specific
instances.




Section
2.  Checks
and Drafts.  All checks, drafts or other orders for the payment
of money, notes or other evidences of indebtedness issued in the name of the
Corporation shall be signed by such officer or officers, agent or agents of the
Corporation and in such manner as shall from time to time be determined by the
Board of Directors.




Section
3.  Deposits.  All
funds of the Corporation not otherwise employed shall be deposited from time to
time to the credit of the Corporation in such banks, trust companies or other
depositaries as the Board of Directors may designate.




ARTICLE
VI




SHARES OF
STOCK




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




Section
2.  Transfers of
Stock.  Upon surrender to the Corporation or the transfer agent
of the Corporation of a certificate of stock duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, the
Corporation shall issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.




9




The
Corporation shall be entitled to treat the holder of record of any share or
shares of stock as the holder in fact thereof and, accordingly, shall not be
bound to recognize any equitable or other claim to or interest in such share on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the State of
Maryland.




Section
3.  Lost
Certificate.  The Board of Directors may direct a new
certificate to be issued in place of any certificate previously issued by the
Corporation alleged to have been lost, stolen or destroyed upon the making of an
affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed.  When authorizing such issue of a new
certificate, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or his legal representative to advertise the same in such
manner as it shall require and/or to give bond, with sufficient surety, to the
Corporation to indemnify it against any loss or claim which may arise as a
result of the issuance of a new certificate.




Section
4.  Closing
of Transfer Books or Fixing of Record Date.  The Board of
Directors may set, in advance, a record date for the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders, or
stockholders entitled to receive payment of any dividend or the allotment of any
other rights, or in order to make a determination of stockholders for any other
proper purpose.  Such date, in any case, shall not be prior to the
close of business on the day the record date is fixed and shall be not more than
90 days, and in the case of a meeting of stockholders not less than ten days,
before the date on which the meeting or particular action requiring such
determination of stockholders is to be held or taken.




In lieu
of fixing a record date, the Board of Directors may provide that the stock
transfer books shall be closed for a stated period but not longer than 20
days.  If the stock transfer books are closed for the purpose of
determining stockholders entitled to notice of or to vote at a meeting of
stockholders, such books shall be closed for at least ten days before the date
of such meeting.




If no
record date is fixed and the stock transfer books are not closed for the
determination of stockholders, (a) the record date for the determination of
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day on which the notice of meeting is mailed
or the 30th day before the meeting, whichever is the closer date to the meeting;
and (b) the record date for the determination of stockholders entitled to
receive payment of a dividend or an allotment of any other rights shall be the
close of business on the day on which the resolution of the Board of Directors,
declaring the dividend or allotment of rights, is adopted.




When a
determination of stockholders entitled to vote at any meeting of stockholders
has been made as provided in this section, such determination shall apply to any
adjournment thereof, except where the determination has been made through the
closing of the stock transfer books and the stated period of closing has
expired.




Section
5.  Stock
Ledger.  The Corporation shall maintain at its principal office
or at the office of its counsel, accountants or transfer agent, an original or
duplicate stock ledger containing the name and address of each stockholder and
the number of shares of stock of each class held by such
stockholder.




10




ARTICLE
VII




DIVIDENDS




Section
1.  Declaration.  Dividends
upon the shares of stock of the Corporation may be declared by the Board of
Directors, subject to the provisions of law and the Charter of the
Corporation.  Dividends may be paid in cash, property or shares of the
Corporation, subject to the provisions of law and the Charter of the
Corporation.




Section
2.  Contingencies.  Before
payment of any dividends, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Board of Directors
may from time to time, in its absolute discretion, think proper as a reserve
fund for contingencies, for equalizing dividends, for repairing or maintaining
any property of the Corporation or for such other purpose or purposes as the
Board of Directors shall determine to be in the best interest of the
Corporation, and the Board of Directors may modify or abolish any such reserve
in the manner in which it was created.




ARTICLE
VIII




SEAL




Section
1.  Seal.  The
corporate seal, if the Corporation shall decide to have a seal, shall have
inscribed thereon the name of the Corporation, the year of its organization and
the word “Maryland”.  The Board of Directors may authorize one or more
duplicate seals and provide for the custody thereof.




Section
2.  Affixing
Seal.  Whenever the Corporation is required to place its
corporate seal to a document, it shall be sufficient to meet the requirements of
any law, rule or regulation relating to a corporate seal to place the word
“(SEAL)” adjacent to the signature of the person authorized to execute the
document on behalf of the Corporation.




ARTICLE
IX




FISCAL
YEAR




The
fiscal year of the Corporation shall end on the 31st day of December of each
year unless otherwise provided by the Board of Directors.




ARTICLE
X




INDEMNIFICATION




Section
1.  General.  The
Corporation shall indemnify (i) any individual who is a present or former
Director or officer of the Corporation or (ii) any individual who serves or has
served in another corporation, partnership, joint venture, trust, employee
benefit plan or any other


11


enterprise
as a Director or officer, or as a partner or trustee of such partnership or
employee benefit plan, at the request of the Corporation and who by reason of
service in that capacity was, is or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, to the full extent permitted under
the Maryland General Corporation Law.  The Corporation may, with the
approval of its Board of Directors, provide such indemnification for a person
who formerly served a predecessor of the Corporation in any of the capacities
described in (i) or (ii) above and for any employee or agent of the Corporation
or a predecessor of the Corporation.




Section
2.  Advancement of
Expenses.  Reasonable expenses incurred by a Director or
officer who is or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, may be paid or reimbursed by the Corporation, upon the approval
of the Board of Directors, in advance of the final disposition of the proceeding
upon receipt by the Corporation of (i) a written affirmation by the party
seeking indemnification that he has a good faith belief that the standard of
conduct necessary for indemnification by the Corporation as authorized herein
has been met and (ii) a written undertaking by or on behalf of the party seeking
indemnification to repay the amount if it shall ultimately be determined that
the standard of conduct has not been met.




ARTICLE
XI




WAIVER OF
NOTICE




Whenever
any notice is required to be given pursuant to the Charter or Bylaws of the
Corporation or pursuant to applicable law, a waiver thereof in writing, signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such
notice.  Neither the business to be transacted at nor the purpose of
any meeting need be set forth in the waiver of notice, unless specifically
required by statute.  The attendance of any person at any meeting
shall constitute a waiver of notice of such meeting, except where such person
attends a meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or
convened.




ARTICLE
XII




AMENDMENT OF
BYLAWS




Section
1.  By
Directors.  The Board of Directors shall have the power to
adopt, alter or repeal any Bylaws of the Corporation, except that the Board of
Directors shall not alter or repeal this Section or any Bylaws made by the
stockholders.




Section
2.  By
Stockholders.  The stockholders shall have the power to adopt,
alter or repeal any Bylaws of the Corporation and to make new
Bylaws.