UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
UNIVERSAL SECURITY INSTRUMENTS, INC.
(Exact name of registrant as specified in its charter)
Maryland 52-0898545
(State or Other Jurisdiction (IRS Employer
of Incorporation) Identification No.)
7-A Gwynns Mill Court, Owings Mills, Maryland 21117
(Address of Principal Executive Offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock, par value $.01 per share American Stock Exchange
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Act and is effective pursuant to General Instruction A.(c),
check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Act and is effective pursuant to General Instruction A.(d),
check the following box. [ ]
Securities Act registration statement file number to which this form relates:
__________ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Inapplicable
(Title of class)
Universal Security Instruments, Inc. (the "Company") is filing this
Registration Statement on Form 8-A/A to reflect that effective July 28, 2003,
the Company's Common Stock (which has been trading on the Over-the-Counter
Bulletin Board) will be listed on the American Stock Exchange.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The Company's common stock is designated par value $.01 per share (the
"Common Stock").
Holders of the Common Stock are entitled to dividends when and as
declared by the Company's Board of Directors from funds legally available
therefore, and upon liquidation are entitled to share pro-rata, in any
distribution to stockholders. Shares of Common Stock are not redeemable, do not
have any conversion rights and are not liable for assessment or further calls.
All shares of Common Stock issued and outstanding are fully-paid and
non-assessable.
Holders of the Common Stock possess exclusive voting rights in the
Company. Each holder of Common Stock is entitled to one vote per share and no
pre-emptive rights or cumulative rights. The affirmative vote of the holders of
a majority of the Common Stock issued and entitled to vote is necessary to elect
directors or for the taking or authorization of any action by the stockholders.
The Company has elected to become subject to Sections 3-803, and 3-804
(a) and (c) of Subtitle 8 of Title 3 of the Maryland General Corporation Law. In
accordance with Section 3-803, directors are divided into three classes and
elected for terms of three years each and until their successors are elected and
qualified. Section 3-804(a) requires at least a two-thirds vote of the
stockholders for the removal of directors, and then only for cause in accordance
with Section 2-406(b)(3) of the Maryland General Corporation Law. Section
3-804(c) vests in the Board of Directors the power to fill any vacancies on the
Board of Directors for the remainder of the full term of the class of directors
in which the vacancy occurred. In the event of any inconsistency with the
Company's Articles of Incorporation and Bylaws, the aforesaid provisions of
Subtitle 8 of Title 3 of the Maryland General Corporation Law govern.
Item 2. Exhibits.
(c) Exhibits
The following exhibits are incorporated herein by reference:
Exhibit No.
1 Articles of Incorporation, as amended (incorporated by reference to
the Company's Quarterly Report on Form 10-Q for the period ended
December 31, 1988, File No. 0-7885)
2 Articles Supplementary, filed October 14, 2003 (incorporated by
reference to Exhibit 3.1 to the Company's Current Report on Form 8-K
filed October 31, 2002, file No. 0-7885)
The following exhibit is filed herewith:
3 Bylaws, as amended
SIGNATURES
Pursuant to the requirements of Section 12 the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned thereto duly authorized.
UNIVERSAL SECURITY INSTRUMENTS, INC.
(Registrant)
Date: July 24, 2003 By: /s/ Stephen C. Knepper
-------------------------------------
Stephen C. Knepper
Chief Executive Officer
Exhibit 3
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BY-LAWS
UNIVERSAL SECURITY INSTRUMENTS, INC.
(As amended through July 21, 2003)
ARTICLE I
STOCKHOLDERS
Section 1. Annual Meeting.
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The annual meeting of the stockholders of the Corporation shall be
held at the principal office of the Corporation in Owings Mills, Maryland, on
such date in the month of September as may be selected by the Board of Directors
at 10:30 o'clock a.m. (or such other time and place as may be fixed by the Board
of Directors) for the election of directors and for the transaction of general
business. Such annual meetings shall be general meetings, that is to say, open
for the transaction of any business within the powers of the Corporation without
special notice of such business, except in any case in which special notice is
required by statute.
Section 2. Special Meetings.
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(a) General. Special meetings of the stockholders of the Corporation
may be called at any time by either the Chairman of the Board or the President
and shall be called by the President or the Secretary at the request in writing
of a majority of the Board of Directors, or at the request in writing of the
holders of a majority of all the shares outstanding and entitled to vote.
(b) Stockholder Requested Special Meetings.
(1) Any stockholder of record seeking to have stockholders
request a special meeting shall, by sending written notice to the
Secretary of the Corporation (the "Record Date Request Notice") by
registered mail, return receipt requested, request the Board of
Directors to fix a record date to determine the stockholders entitled
to request a special meeting (the "Request Record Date"). The Record
Date Request Notice shall set forth the purpose of the meeting and the
matters proposed to be acted on at it, shall be signed by one or more
stockholders of record as of the date of signature (or their agents
duly authorized in writing), shall bear the date of signature of each
such stockholder (or such agent) and shall set forth all information
relating to each such stockholder that must be disclosed in
solicitations of proxies for election of directors in an election
contest (even if an election contest is not involved), or is otherwise
required, in each case pursuant to Regulation 14A (or any successor
provision) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Upon receiving the Record Date Request Notice, the
Board of Directors may fix a Request Record Date. The Request Record
Date shall not precede and shall not be more than ten days after the
close of business on the date on which the resolution fixing the
Request Record Date is adopted by the Board of Directors. If the Board
of Directors, within ten days after the date on which a valid Record
Date Request Notice is received, fails to adopt a resolution fixing
the Request Record Date and make a public announcement of such Request
Record Date, the Request Record Date shall be the close of business on
the tenth day after the first date on which the Record Date Request
Notice is received by the Secretary.
(2) In order for any stockholder to request a special
meeting, one or more written requests for a special meeting signed by
stockholders of record (or their agents duly authorized in writing) as
of the Request Record Date entitled to cast not less than a majority
(the "Special Meeting Percentage") of all of the votes entitled to be
cast at such meeting (the "Special Meeting Request") shall be
delivered to the Secretary. In addition, the Special Meeting Request
shall set forth the purpose of the meeting and the matters proposed to
be acted on at it (which shall be limited to the matters set forth in
the Record Date Request Notice received by the Secretary), shall bear
the date of signature of each such stockholder (or such agent) signing
the Special Meeting Request, shall set forth the name and address, as
they appear in the Corporation's books, of each stockholder signing
such request (or on whose behalf the Special Meeting Request is
signed), the class, series and number of all shares of stock of the
Corporation which are owned by each such stockholder, and the nominee
holder for, and number of, shares owned by such stockholder
beneficially but not of record, shall be sent to the Secretary by
registered mail, return receipt requested, and shall be received by
the Secretary within 60 days after the Request Record Date. Any
requesting stockholder may revoke his, her or its request for a
special meeting at any time by written revocation delivered to the
Secretary.
(3) The Secretary shall inform the requesting stockholders
of the reasonably estimated cost of preparing and mailing the notice
of meeting (including the Corporation's proxy materials). The
Secretary shall not be required to call a special meeting upon
stockholder request and such meeting shall not be held unless, in
addition to the documents required by paragraph (2) of this Section
2(b), the Secretary receives payment of such reasonably estimated cost
prior to the mailing of any notice of the meeting.
(4) Except as provided in the next sentence, any special
meeting shall be held at such place, date and time as may be
designated by the Chairman of the Board, the President or a majority
of the Board of Directors, whoever has called or requested the
meeting. In the case of any special meeting called by the Secretary
upon the request of stockholders (a "Stockholder Requested Meeting"),
such meeting shall be held at such place, date and time as may be
designated by the Board of Directors; provided, however, that the date
of any Stockholder Requested Meeting shall be not more than 90 days
after the record date for such meeting (the "Meeting Record Date");
and provided further that if the Board of Directors fails to
designate, within ten days after the date that a valid Special Meeting
Request is actually received by the Secretary (the "Delivery Date"), a
date and time for a Stockholder Requested Meeting, then such meeting
shall be held at 2:00 p.m. local time on the 90th day after the
Meeting Record Date or, if such 90th day is not a Business Day (as
defined below), on the first preceding Business Day; and provided
further that in the event that the Board of Directors fails to
designate a place for a Stockholder Requested Meeting within ten days
after the Delivery Date, then such meeting shall be held at the
principal executive office of the Corporation. In fixing a date for
any special meeting, the Chairman of the Board, the President or the
Board of Directors may consider such factors as he, she or it deems
relevant within the good faith exercise of business judgment,
including, without limitation, the nature of the matters to be
considered, the facts and circumstances surrounding any request for
the meeting and any plan of the Board of Directors to call an annual
meeting or a special meeting. In the case of any Stockholder Requested
Meeting, if the Board of Directors fails to fix a Meeting Record Date
that is a date within 30 days after the Delivery Date, then the close
of business on the 30th day after the Delivery Date shall be the
Meeting Record Date.
(5) If written revocations of requests for the special
meeting have been delivered to the Secretary and the result is that
stockholders of record (or their agents duly authorized in writing),
as of the Request Record Date, entitled to cast less than the Special
Meeting Percentage have delivered, and not revoked, requests for a
special meeting to the Secretary, the Secretary shall: (i) if the
notice of meeting has not already been mailed, refrain from mailing
the notice of the meeting and send to all requesting stockholders who
have not revoked such requests written notice of any revocation of a
request for the special meeting, or (ii) if the notice of meeting has
been mailed and if the secretary first sends to all requesting
stockholders who have not revoked requests for a special meeting
written notice of any revocation of a request for the special meeting
and written notice of the Secretary's intention to revoke the notice
of the meeting, revoke the notice of the meeting at any time before
ten days before the commencement of the meeting. Any request for a
special meeting received after a revocation by the Secretary of a
notice of a meeting shall be considered a request for a new special
meeting.
(6) The Chairman of the Board, the President or the Board of
Directors may appoint regionally or nationally recognized independent
inspectors of elections to act as the agent of the Corporation for the
purpose of promptly performing a ministerial review of the validity of
any purported Special Meeting Request received by the Secretary. For
the purpose of permitting the inspectors to perform such review, no
such purported request shall be deemed to have been delivered to the
Secretary until the earlier of (i) five Business Days after receipt by
the Secretary of such purported request and (ii) such date as the
independent inspectors certify to the Corporation that the valid
requests received by the Secretary represent at least a majority of
the issued and outstanding shares of stock that would be entitled to
vote at such meeting. Nothing contained in this paragraph (6) shall in
any way be construed to suggest or imply that the Corporation or any
stockholder shall not be entitled to contest the validity of any
request, whether during or after such five Business Day period, or to
take any other action (including, without limitation, the
commencement, prosecution or defense of any litigation with respect
thereto, and the seeking of injunctive relief in such litigation).
(7) For purposes of these Bylaws, "Business Day" shall mean
any day other than a Saturday, a Sunday or a day on which banking
institutions in the State of Maryland are authorized or obligated by
law or executive order to close.
Section 3. Notice of Meetings.
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Not less than ten (10) days and not more than ninety (90) days written
or printed notice of every annual meeting and of every special meeting of the
stockholders shall be given to each holder of stock having voting rights whose
name appears as a holder of record upon the books of the Corporation at the
close of business on the date fixed by the Board of Directors for the
determination of stockholders entitled to notice of such meeting, and, if no
such date shall have been fixed by the Board for such purpose, then to the
holders of record on the date when such notice shall be given. Such notices of
annual or special meetings shall state the place, day and hour of such meeting,
and, in the case of special meetings, shall also state the business proposed to
be transacted thereat. Such notice shall be given to each stockholder either by
mail, by presenting it to such stockholder personally, by leaving it at the
stockholder's residence or usual place of business or by any other means
permitted by Maryland law. If mailed, such notice shall be deemed to be given
when deposited in the United States mail addressed to the stockholder at the
stockholder's address as it appears on the records of the Corporation, with
postage thereon prepaid. No notice of the time, place or purpose of any meeting
of stockholders, whether prescribed by law, by the Charter, or by these By-Laws,
need be given to any stockholder who attends in person, or by proxy, or who, in
writing executed and filed with the records of the meeting either before or
after the holding thereof, waives such notice. No notice of any meeting, regular
or special, be given to any stockholder who is not entitled to vote thereat.
Section 4. Quorum.
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At any meeting of stockholders, the presence, in person or by proxy,
of shareholders entitled to cast a majority of votes thereat shall constitute a
quorum for the election of directors or for the transaction of other business;
but, in the absence of a quorum, the stockholders entitled to vote who shall be
present in person or by proxy at any meeting (or adjournment thereof), may, by
vote of a majority of shares so present and entitled to vote, adjourn the
meeting from time to time, but not for a period of over thirty (30) days at any
one time, by announcement at the meeting until a quorum shall attend. At any
such adjourned meeting at which a quorum shall be present, any business may be
transacted at the meeting as originally notified.
Section 5. Organization and Conduct.
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Every meeting of stockholders shall be conducted by an individual
appointed by the Board of Directors to be chairman of the meeting or, in the
absence of such appointment, by the Chairman of the Board or, in the case of a
vacancy in the office or absence of the Chairman of the Board, by one of the
following officers present at the meeting: the Vice Chairman of the Board, if
there be one, the President, the Vice Presidents in their order of rank and
seniority, or, in the absence of such officers, a chairman chosen by the
stockholders by the vote of a majority of the votes cast by stockholders present
in person or by proxy. The Secretary, or, in the Secretary's absence, an
Assistant Secretary, or in the absence of both the Secretary and Assistant
Secretaries, an individual appointed by the Board of Directors or, in the
absence of such appointment, an individual appointed by the chairman of the
meeting shall act as secretary. In the event that the Secretary presides at a
meeting of the stockholders, an Assistant Secretary, or in the absence of
Assistant Secretaries, an individual appointed by the Board of Directors or the
chairman of the meeting, shall record the minutes of the meeting. The order of
business and all other matters of procedure at any meeting of stockholders shall
be determined by the chairman of the meeting. The chairman of the meeting may
prescribe such rules, regulations and procedures and take such action as, in the
discretion of such chairman, are appropriate for the proper conduct of the
meeting, including, without limitation, (a) restricting admission to the time
set for the commencement of the meeting; (b) limiting attendance at the meeting
to stockholders of record of the Corporation, their duly authorized proxies and
other such individuals as the chairman of the meeting may determine; (c)
limiting participation at the meeting on any matter to stockholders of record of
the Corporation entitled to vote on such matter, their duly authorized proxies
and other such individuals as the chairman of the meeting may determine; (d)
limiting the time allotted to questions or comments by participants; (e)
maintaining order and security at the meeting; (f) removing any stockholder or
any other individual who refuses to comply with meeting procedures, rules or
guidelines as set forth by the chairman of the meeting; and (g) recessing or
adjourning the meeting to a later date and time and place announced at the
meeting. Unless otherwise determined by the chairman of the meeting, meetings of
stockholders shall not be required to be held in accordance with the rules of
parliamentary procedure.
Section 6. Proxies.
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Stockholders may vote either in person or by proxy, but no proxy which
is dated more than eleven months before the meeting at which it is offered shall
be accepted unless such proxy shall on its face name a longer period for which
it is to remain in force. Every proxy shall be executed by the stockholder or by
the stockholder's duly authorized agent in any manner permitted by law. Such
proxy or evidence of authorization of such proxy shall be filed with the
Secretary of the Corporation before or at the meeting.
Section 7. Voting.
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At every meeting of the stockholders, every stockholder of the
Corporation shall be entitled to one (1) vote for each share of voting stock
registered in his name on the books of the Corporation on the date for the
determination of voting rights thereat. The affirmative vote of the holders of a
majority of the stock issued and entitled to vote shall be sufficient and
necessary to elect directors or for the taking or authorization of any action by
the stockholders.
Section 8. Advance Notice of Stockholder Nominees for Director and
Other Stockholder Proposals.
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(a) Annual Meetings of Stockholders.
(1) Nominations of individuals for election to the Board of
Directors and the proposal of other business to be considered by the
stockholders may be made at an annual meeting of stockholders (i)
pursuant to the Corporation's notice of meeting, (ii) by or at the
direction of the Board of Directors or (iii) by any stockholder of the
Corporation who was a stockholder of record both at the time of giving
of notice by the stockholder as provided for in this Section 8(a) and
at the time of the annual meeting, who is entitled to vote at the
meeting and who has complied with this Section 8(a).
(2) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (iii) of
paragraph (1) of this Section 8(a), the stockholder must have given
timely notice thereof in writing to the Secretary of the Corporation
and such other business must otherwise be a proper matter for action
by the stockholders. To be timely, a stockholder's notice shall set
forth all information required under this Section 8 and shall be
delivered to the Secretary at the principal executive office of the
Corporation not less than 120 days nor more than 150 days prior to the
first anniversary of the date of mailing of the notice for the
preceding year's annual meeting; provided, however, that in the event
that the date of the mailing of the notice for the annual meeting is
advanced or delayed by more than 30 days from the first anniversary of
the date of mailing of the notice for the preceding year's annual
meeting, notice by the stockholder to be timely must be so delivered
not earlier than the 150th day prior to the date of mailing of the
notice for such annual meeting and not later than the close of
business on the later of the 120th day prior to the date of mailing of
the notice for such annual meeting or the tenth day following the day
on which public announcement of the date of mailing of the notice for
such meeting is first made. In no event shall the public announcement
of a postponement or adjournment of an annual meeting commence a new
time period for the giving of a stockholder's notice as described
above. Such stockholder's notice shall set forth (i) as to each
individual whom the stockholder proposes to nominate for election or
reelection as a director, (A) the name, age, business address and
residence address of such individual, (B) the class, series and number
of any shares of stock of the Corporation that are beneficially owned
by such individual, (C) the date such shares were acquired and the
investment intent of such acquisition and (D) all other information
relating to such individual that is required to be disclosed in
solicitations of proxies for election of directors in an election
contest (even if an election contest is not involved), or is otherwise
required, in each case pursuant to Regulation 14A (or any successor
provision) under the Exchange Act and the rules thereunder (including
such individual's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); (ii)
as to any other business that the stockholder proposes to bring before
the meeting, a description of such business, the reasons for proposing
such business at the meeting and any material interest in such
business of such stockholder and any Stockholder Associated Person (as
defined below), individually or in the aggregate, including any
anticipated benefit to the stockholder and the Stockholder Associated
Person therefrom; (iii) as to the stockholder giving the notice and
any Stockholder Associated Person, the class, series and number of all
shares of stock of the Corporation which are owned by such stockholder
and by such Stockholder Associated Person, if any, and the nominee
holder for, and number of, shares owned beneficially but not of record
by such stockholder and by any such Stockholder Associated Person;
(iv) as to the stockholder giving the notice and any Stockholder
Associated Person covered by clauses (ii) or (iii) of this paragraph
(2) of this Section 8(a), the name and address of such stockholder, as
they appear on the Corporation's stock ledger and current name and
address, if different, and of such Stockholder Associated Person; and
(v) to the extent known by the stockholder giving the notice, the name
and address of any other stockholder supporting the nominee for
election or reelection as a director or the proposal of other business
on the date of such stockholder's notice.
(3) Notwithstanding anything in this subsection (a) of this
Section 8 to the contrary, in the event the Board of Directors
increases or decreases the maximum or minimum number of directors in
accordance with Article II, Section 1 of these Bylaws, and there is no
public announcement of such action at least 100 days prior to the
first anniversary of the date of mailing of the notice of the
preceding year's annual meeting, a stockholder's notice required by
this Section 8(a) shall also be considered timely, but only with
respect to nominees for any new positions created by such increase, if
it shall be delivered to the Secretary at the principal executive
office of the Corporation not later than the close of business on the
tenth day following the day on which such public announcement is first
made by the Corporation.
(4) For purposes of this Section 8, "Stockholder Associated
Person" of any stockholder shall mean (i) any person controlling,
directly or indirectly, or acting in concert with, such stockholder,
(ii) any beneficial owner of shares of stock of the Corporation owned
of record or beneficially by such stockholder and (iii) any person
controlling, controlled by or under common control with such
Stockholder Associated Person.
(b) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting. Nominations of
individuals for election to the Board of Directors may be made at a special
meeting of stockholders at which directors are to be elected (i) pursuant to the
Corporation's notice of meeting, (ii) by or at the direction of the Board of
Directors or (iii) provided that the Board of Directors has determined that
directors shall be elected at such special meeting, by any stockholder of the
Corporation who is a stockholder of record both at the time of giving of notice
provided for in this Section 8 and at the time of the special meeting, who is
entitled to vote at the meeting and who complied with the notice procedures set
forth in this Section 8. In the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more individuals to the Board of
Directors, any such stockholder may nominate an individual or individuals (as
the case may be) for election as a director as specified in the Corporation's
notice of meeting, if the stockholder's notice required by paragraph (a)(2) of
this Section 8 shall be delivered to the Secretary at the principal executive
office of the Corporation not earlier than the 150th day prior to such special
meeting and not later than the close of business on the later of the 120th day
prior to such special meeting or the tenth day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. In no
event shall the public announcement of a postponement or adjournment of a
special meeting commence a new time period for the giving of a stockholder's
notice as described above.
(c) General.
(1) Upon written request by the Secretary or the Board of
Directors or any committee thereof, any stockholder proposing a
nominee for election as a director or any proposal for other business
at a meeting of stockholders shall provide, within five Business Days
of delivery of such request (or such other period as may be specified
in such request), written verification, satisfactory, in the
discretion of the Board of Directors or any committee thereof or any
authorized officer of the Corporation, to demonstrate the accuracy of
any information submitted by the stockholder pursuant to this Section
8. If a stockholder fails to provide such written verification within
such period, the information as to which written verification was
requested may be deemed not to have been provided in accordance with
this Section 8.
(2) Only such individuals who are nominated in accordance
with this Section 8 shall be eligible for election as directors, and
only such business shall be conducted at a meeting of stockholders as
shall have been brought before the meeting in accordance with this
Section 8. The chairman of the meeting shall have the power to
determine whether a nomination or any other business proposed to be
brought before the meeting was made or proposed, as the case may be,
in accordance with this Section 8.
(3) For purposes of this Section 8, (a) the "date of mailing
of the notice" shall mean the date of the proxy statement for the
solicitation of proxies for election of directors and (b) "public
announcement" shall mean disclosure (i) in a press release reported by
the Dow Jones News Service, Associated Press or comparable news
service or (ii) in a document publicly filed by the Corporation with
the Securities and Exchange Commission pursuant to the Exchange Act.
(4) Notwithstanding the foregoing provisions of this Section
8, a stockholder shall also comply with all applicable requirements of
state law and of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this Section 8.
Nothing in this Section 8 shall be deemed to affect any right of a
stockholder to request inclusion of a proposal in, nor the right of
the Corporation to omit a proposal from, the Corporation's proxy
statement pursuant to Rule 14a-8 (or any successor provision) under
the Exchange Act.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Election and Powers.
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The business and property of the Corporation shall be conducted and
managed by its Board of Directors which shall consist of not less than three (3)
members nor more than fifteen (15) members. The Board of Directors may increase
or decrease the number of directors (but the number of Directors shall not be
more than 15 or less than 3) at any meeting called for that purpose. The members
of the Board of Directors shall be elected at the annual meeting of stockholders
by holders of stock represented in person or by proxy at such meeting and
entitled to vote thereat. Each director elected at any annual meeting shall hold
office until his successor shall have been elected and qualified or until he
shall die or resign, or shall have been removed.
Section 2. First Regular Meeting.
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After each meeting of stockholders at which a Board of Directors shall
have been elected, the Board of Directors so elected shall meet for the purpose
or organization and the transaction of other business, at such time and place as
may be designated by the Chairman of the Board.
Section 3. Additional Regular Meetings.
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Regular meetings of the Board of Directors shall be held at such times
as may be fixed by resolution of the Board.
Section 4. Special Meetings.
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Special meetings of the Board of Directors shall be held whenever
called by the Chairman of the Board, the President, or by a majority of the
Directors either in writing or by vote.
Section 5. Place of Meetings.
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Subject to the provisions of Section 2 of this Article II, the Board
of Directors may hold its regular meetings at such place or places as it may
from time to time determine. Each special meeting of the Board of Directors
shall be held at such place as shall be designated in the notice of the meeting.
Section 6. Notice of Meeting.
-----------------
Notice of any special meeting of the Board of Directors shall be
delivered personally or by telephone, electronic mail, facsimile transmission,
United States mail or courier to each director at his or her business or
residence address. Notice by personal delivery, telephone, electronic mail,
facsimile transmission or courier shall be given at least 24 hours prior to the
meeting. Notice by United States mail shall be given at least two days prior to
the meeting. Telephone notice shall be deemed to be given when the director or
his or her agent is personally given such notice in a telephone call to which
the director or his or her agent is a party. Electronic mail notice shall be
deemed to be given upon transmission of the message to the electronic mail
address given to the Corporation by the director. Facsimile transmission notice
shall be deemed to be given upon completion of the transmission of the message
to the number given to the Corporation by the director and receipt of a
completed answer-back indicating receipt. Notice by United States mail shall be
deemed to be given when deposited in the United States mail properly addressed,
with postage thereon prepaid. Notice by courier shall be deemed to be given when
deposited with or delivered to a courier properly addressed. Neither the
business to be transacted at, nor the purpose of, any annual, regular or special
meeting of the Board of Directors need be stated in the notice, unless
specifically required by statute or these Bylaws. No notice of any meeting need
be given to any director, who, in writing executed and filed with the records of
the meeting either before or after the holding thereof, waives such notice.
Section 7. Quorum.
------
A majority of the Board of Directors shall be necessary and sufficient
to constitute a quorum for the transaction of business at every meeting of the
Board of Directors.
Section 8. Voting.
------
The affirmative vote of a majority of the directors present at any
meeting of the Board of Directors at which a quorum is present shall be
sufficient and necessary for the taking or authorization of any action by the
Board of Directors.
Section 9. Organization.
------------
At all meetings of the Board of Directors the Chairman of the Board,
or in his absence, the President shall preside. The Secretary of the Corporation
shall act as Secretary at all meetings of the Board, and in his absence the
Chairman of the meeting may designate any person to act as Secretary.
Section 10. Removal.
-------
Any director, or the entire Board of Directors, may be removed from
office at any time, but only for cause and then only by the affirmative vote of
at least two thirds of the votes entitled to be cast generally in the election
of directors.
Section 11. Vacancies.
---------
If for any reason any or all of the directors cease to be directors,
such event shall not terminate the Corporation or affect these Bylaws or the
powers of the remaining directors hereunder (even if fewer than three directors
remain). Any vacancy on the Board of Directors may be filled only by a majority
of the remaining directors, even if the remaining directors do not constitute a
quorum. Any director elected to fill a vacancy shall serve for the remainder of
the full term of the class in which the vacancy occurred and until a successor
is elected and qualifies.
Section 12. Compensation.
------------
Directors, as such, shall not receive any stated compensation for
their services, but by resolution of the Board of Directors and a fixed sum and
expenses of attendance, if any, may be allowed for attendance at any regular or
special meeting thereof. Nothing in this Section shall be construed to preclude
a director from serving the Corporation in any other capacity and receiving
compensation therefor.
Section 13. Executive Committee.
-------------------
The Board of Directors may designate by vote of a majority of the
whole Board, three or more directors to constitute an executive committee, and
may designate one of such members to act as Chairman. Vacancies in the Executive
Committee may be filled by the remaining members of the Executive Committee at a
meeting at which a quorum is present. The Executive Committee may exercise such
powers of the Board of Directors in the management of business and affairs of
the Corporation as the Board may from time to time confer upon it, and shall
have the power to authorize the seal of the Corporation to be affixed to all
papers which may require it. A majority of the members of the Executive
Committee may determine its action and fix the time and place of its meetings
unless otherwise provided by the Board of Directors.
Section 14. Other Committees.
----------------
The Board of Directors may designate, by resolution, one or more
directors to constitute a committee, other than an executive committee, such
other committee to serve at the pleasure of the Board of Directors.
Section 15. Nomination of Directors.
-----------------------
Nominations for directors to be elected at the Corporation's annual
meeting of stockholders shall be made by the Board of Directors of the
Corporation. Nominations for directors to be elected at the Corporation's annual
meeting of stockholders may be made by stockholders in accordance with the
procedures set forth in Article I Section 9 of these By-Laws. Only such persons
who are nominated in accordance with the procedures set forth in these By-Laws
shall be eligible to serve as directors.
Section 16. Qualification of Directors.
--------------------------
Unless waived by the affirmative vote a majority of directors then in
office, no individual may be nominated or serve as a director unless: (i) such
individual has continuously been the record and beneficial owner (as defined in
Rule 13d-3 promulgated under the Exchange Act) of at least one percent of the
issued and outstanding shares of voting stock of the Corporation for a period of
at least one year immediately preceding the nomination of such individual as a
director; and (ii) such individual's principal residence was in the State of
Maryland during the entire year immediately preceding the nomination of such
individual as a director. The Board of Directors may require such evidence of
any proposed nominee's satisfaction of each of the foregoing qualifications as
it deems necessary.
ARTICLE III
OFFICERS
Section 1. Officers.
--------
The officers of the Corporation shall be a Chairman of the Board, a
Vice Chairman of the Board (if elected by the Board of Directors), a President,
one or more Vice Presidents (if elected by the Board of Directors), a Secretary
and a Treasurer, all of whom shall be elected by, and be subject to the control
of, the Board of Directors. The officers shall be elected annually by the Board
of Directors at its first meeting following the annual meeting of stockholders,
subject to changes or additions at other regular or special meetings of the
Board of Directors. Each of such officers shall hold office for a term of one
year, and thereafter until his successor is elected and qualified or until his
death, resignation or removal. The Board of Directors may appoint such other
officers and assistant officers as it deems necessary, who shall have such
authority and perform such duties as the Board may from time to time prescribe.
Section 2. Chairman of the Board.
---------------------
The Chairman of the Board shall be a director of the Corporation and
the chief executive officer of the Corporation. He shall preside at all meetings
of the stockholders and of the Board of Directors. He shall supervise, control
and direct all of the business and affairs of the Corporation. He shall have
authority to sign and execute in the name of the Corporation all authorized
deeds, contracts and other instruments.
Section 3. Vice Chairman of the Board.
--------------------------
The Vice Chairman of the Board shall be a director of the Corporation.
In the event of the absence of the Chairman of the Board, the Vice Chairman
shall perform all of the duties of the Chairman and when so acting have all of
the powers of the Chairman. He shall have authority to sign and execute in the
name of the Corporation all authorized deeds, contracts and other instruments.
Section 4. President.
---------
In the absence of the Chairman and Vice Chairman of the Board, he
shall preside at all meetings of the stockholders and of the Board of Directors.
He shall be responsible for the day-to-day operations of the Corporation subject
to the supervision and control of the Board of Directors and the Chairman of the
Board. He shall have authority to sign and execute in the name of the
Corporation all authorized deeds, contracts and other instruments.
Section 5. Vice President.
--------------
In the absence of the President, the Vice Presidents (in the order
designated at the time of their election, or in the absence of any designation,
in the order of their election) shall perform all the duties of the President
and when so acting, shall have the powers of the President. The Vice Presidents
shall also have such additional powers and duties as may be assigned to each of
them by the Board of Directors.
Section 6. Secretary.
---------
The Secretary shall keep the minutes of the meetings of the
stockholders and of the Board of Directors in books provided for the purpose; he
shall see that all notices are duly given in accordance with the provisions of
the By-Laws or as required by law; he shall be the custodian of the records and
of the corporate seal or seals of the Corporation; he shall see that the
corporate seal is affixed to all documents, the execution of which on behalf of
the Corporation under its seal is duly authorized, and when so affixed may
attest the same; he may sign, with the President or Chairman of the Board,
certificates of stock of the Corporation; and, in general, he shall perform all
duties ordinarily incident to the office of a Secretary of a corporation, and
such other duties as, from time to time, may be assigned to him by the Board of
Directors, or by the President.
Section 7. Treasurer.
---------
The Treasurer shall have charge of and be responsible for all funds,
securities, receipts and disbursements of the Corporation, and shall deposit, or
cause to be deposited, in the name of the Corporation all moneys or other
valuable effects in such banks, trust companies, or other depositories as shall,
from time to time, be selected by the Board of Directors; he shall render to the
President and to the Board of Directors, whenever requested, an account of the
financial condition of the Corporation; he may sign, with the President, or
Chairman of the Board, certificates of stock of the Corporation; and, in
general, shall perform all duties ordinarily incident to the office of a
treasurer of a corporation, and such other duties as may be assigned to him by
the Board of Directors or by the President.
Section 8. Assistant Officers.
------------------
The Board of Directors may elect one or more Assistant Secretaries and
one or more Assistant Treasurers. Each such Assistant Secretary and Assistant
Treasurer shall hold office for such period and shall have such authority and
perform such duties as the Board of Directors may prescribe.
Section 9. Compensation.
------------
The Board of Directors shall have power to fix the compensation of all
officers of the Corporation. It may authorize any officer upon whom the power of
appointing subordinate officers may have been conferred to fix the compensation
of such subordinate officers.
Section 10. Reimbursement.
-------------
Any payments made to an officer of the Corporation such as a salary,
commission, bonus, interest or rent, or entertainment expense incurred by him,
which shall be disallowed in whole or in part as a deductible expense by the
Internal Revenue Service, shall be reimbursed by such officer to the Corporation
to the full extent of such disallowance. It shall be the duty of the directors,
as a Board, to enforce payment of each amount disallowed. In lieu of payment by
the officer, subject to the determination of the directors, proportionate
amounts may be withheld from his future compensation payments until the amount
owed to the Corporation has been recovered.
Section 11. Officers Holding More Than One Office.
-------------------------------------
Two or more officers (except that of President and Vice President,
Secretary and Assistant Secretary, and Treasurer and Assistant Treasurer) may be
held by the same person, but no officer shall execute, acknowledge or verify any
instrument in more than one capacity.
Section 12. Removal.
-------
The Board of Directors shall have power at any regular or special
meeting to remove any officer with or without cause, and such action shall be
conclusive on the officer so removed. The Board of Directors may authorize any
officer to remove subordinate officers.
Section 13. Vacancies.
---------
The Board of Directors at any regular or special meeting shall have
power to fill a vacancy occurring in any office for the unexpired portion of the
term.
ARTICLE IV
STOCK
Section 1. Certificates.
------------
In the event that the Corporation issues shares of stock represented
by certificates, 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, her or it in the Corporation. Each certificate shall
be signed by the Chairman of the Board, the President or a Vice President and
countersigned by the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer and may be sealed with the seal, if any, of the Corporation.
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 shares, 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 shares
which are restricted as to their transferability or voting powers, which are
preferred or limited as to their dividends or as to their allocable portion of
the assets upon liquidation or which are 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 or 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. Transfer.
--------
Transfer of shares of the Corporation shall be made only on the stock
transfer books of the Corporation by the holder of record thereof or by his
legal representative, or by his attorney thereunto authorized by power of
attorney duly exercised and filed with the Secretary of the Corporation, and on
surrender for cancellation of the certificate for such shares.
Section 3. Rules and Regulations.
---------------------
The Board of Directors shall have authority to make all such rules and
regulations as they may deem expedient concerning the issue, transfer and
registration of stock certificates and may appoint a transfer agent and a
registrar of transfers.
Section 4. Closing of Transfer Books or Fixing of Record Date.
--------------------------------------------------
The Board of Directors may fix, in advance, a date as the record date
for the purpose of determining shareholders entitled to notice of, or to vote
at, any meeting of shareholders, or shareholders entitled to receive payment of
any dividend or the allotment of any rights, or in order to make a determination
of shareholders for any other proper purpose. Such date, in any case, shall not
be more than sixty (60) days, and in case of a meeting of shareholders not less
than ten (10) days, prior to the date on which the meeting or particular action
requiring such determination of shareholders is to be held or taken.
ARTICLE V
SUNDRY PROVISIONS
Section 1. Dividends.
---------
Subject to the applicable provisions of law and of the Charter, the
Board of Directors may in its discretion declare what, if any, dividends shall
be paid or upon any class of such stock, the date when such dividends shall be
payable, and the date for the determination of holders of record to whom such
dividends shall be payable.
Section 2. Working Capital.
---------------
The Board of Directors shall, from time to time, and in its
discretion, fix and vary the amount of working capital of the Corporation and
determine what portion of the surplus shall be reserved as working capital or
declared as dividends and distributed to the stockholders.
Section 3. Negotiable Instruments and Other Evidences of Indebtedness.
----------------------------------------------------------
All checks, drafts or orders for the payment of money, notes and other
evidences of indebtedness, issued in the name of the Corporation, shall be
signed by such officer or officers as may be designated from time to time by
resolution of the Board of Directors. No checks shall be signed in blank.
Section 4. Fiscal Year.
-----------
The fiscal year of the Corporation shall be as provided by the Board
of Directors.
Section 5. Seal.
----
The seal of the Corporation shall be circular in form, with the name
of the Corporation inscribed around the outer edge, and in the center shall
inscribed the words "MARYLAND" and the year of incorporation.
Section 6. Amendments.
----------
The Board of Directors shall have the exclusive power to adopt, alter
or repeal any provision of these By-Laws and to make new By-Laws, by vote of a
majority of all the directors then in office.
Section 7. Contracts.
---------
No contract or other transaction between this Corporation and any
other corporation and no act of this Corporation shall in any way be affected or
invalidated by the fact that any of the directors of this Corporation are
pecuniarily or otherwise interested in or are directors or officers of such
other corporation; any director, individually or any firm of which any director
may be a member, may be a party to, or may be pecuniarily or otherwise
interested in, any contract or transaction of this Corporation, provided that
the fact that he or such firm is so interested shall be disclosed or shall have
been known to the Board of Directors or a majority thereof; and any director of
this Corporation who is also a director or officer of such other corporation or
who is so interested may be counted in determining the existence of a quorum at
any meeting of the Board of Directors of this Corporation, which shall authorize
any such contract or transaction, and may vote thereat to authorize any such
contract or transaction, with the like force and effect as if he were not such
director or officer of such other corporation or not so interested.
Section 8. Voting Upon Stocks or Other Ownership Interests.
-----------------------------------------------
Unless otherwise ordered by the Board of Directors, the President and
the Chairman of the Board, or either of them, shall have full power and
authority on behalf of the Corporation to attend and to vote and to grant
proxies to be used at any meetings, or for written consents, of stockholders or
other equity owners of any corporation or other entity in which the corporation
may own an interest.
ARTICLE VI
INDEMNIFICATION
Section l. Definitions.
-----------
As used in this Article VI, any word or words that are defined in
Section 2-418 of the Corporations and Associations Article of the Annotated Code
of Maryland (the "Indemnification Section"), as amended from time to time, shall
have the same meaning as provided in the Indemnification Section.
Section 2. Indemnification of Directors and Officers.
-----------------------------------------
The Corporation shall indemnify and advance expenses to a director or
officer of the Corporation in connection with a proceeding to the fullest extent
permitted by and in accordance with the Indemnification Section.
Section 3. Indemnification of Other Agents and Employees.
---------------------------------------------
With respect to an employee or agent, other than a director or officer
of the Corporation, the Corporation may, as determined by and in the discretion
of the Board of Directors of the Corporation, indemnify and advance expenses to
such employees or agents in connection with a proceeding to the extent permitted
by and in accordance with the Indemnification Section.
END OF BY-LAWS