Common use of Meetings of Stockholders Clause in Contracts

Meetings of Stockholders. Section 1. All meetings of the stockholders for the election of directors shall be held in the State of Maryland, at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Maryland, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Maryland, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders, commencing with the year 1998, shall be held at such date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not fewer than ten (10) nor more than sixty (60) days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not fewer than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of fifty percent (50%) of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Articles of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the Articles of Incorporation each stockholder shall at every meeting of the stockholders be entitled to one (1) vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three (3) years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the Articles of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, if the following are filed with the records of stockholders' meetings: (a) A unanimous written consent which sets forth the action and is signed by each stockholder entitled to vote on the matter; and (b) A written waiver of any right to dissent signed by each stockholder entitled to notice of the meeting but not entitled to vote at it.

Meetings of Stockholders. Section 1. All meetings of the stockholders for the election of directors shall be held in the City of San Diego, State of MarylandCalifornia, at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Maryland, Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of MarylandDelaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders, commencing with the year 19981995, shall be held at on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not fewer less than ten (10) nor more than sixty (60) days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles certificate of Incorporationincorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not fewer less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of fifty percent (50%) a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles certificate of Incorporationincorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Articles certificate of Incorporationincorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the Articles certificate of Incorporation incorporation each stockholder shall at every meeting of the stockholders be entitled to one (1) vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three (3) years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the Articles certificate of Incorporationincorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the following are filed with action so taken, shall be signed by the records holders of stockholders' meetings: (a) A outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent which sets forth the action and is signed by each stockholder entitled shall be given to vote on the matter; and (b) A written waiver of any right to dissent signed by each stockholder entitled to notice of the meeting but those stockholders who have not entitled to vote at itconsented in writing.

Meetings of Stockholders. Section 1. All meetings 2.1 The annual meeting of the stockholders for the election of directors Directors shall be held in the State of MarylandOregon, at the Company’s registered office or such other place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Maryland, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of MarylandOregon, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. 2.2 Annual meetings of stockholders, commencing with the year 1998, stockholders shall be held on the third Wednesday in June at such date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Should the day so designated fall on a legal holiday then the meeting shall be held on the first business day thereafter. At each annual meeting, at which they the stockholders shall elect by a plurality vote a board Board of directorsDirectors, and transact such other business as may properly be brought before the meeting. By election of the Board of Directors, the date and location of the annual meeting may be changed for convenience and notice of the updated date and location of the meeting shall be given to the shareholders. Section 3. 2.3 Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not fewer than ten (10) nor more than sixty (60) days before the date of the meeting. Section 4. 2.4 The officer who has charge of the stock ledger of the corporation Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. 2.5 Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority at least ten percent (10%) in amount of the entire capital stock of the corporation Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. 2.6 Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not fewer than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. 2.7 Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice, but may be expanded to include other purposes by the unanimous consent of a quorum of the stockholders present at such special meeting. Section 82.8 Cumulative voting shall not be permitted in the election of directors. Directors shall be elected by plurality vote. 2.9 The holders of fifty percent (50%) a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented represented, any business may be transacted which that might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. 2.10 When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Articles of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question. Section 10. 2.11 Unless otherwise provided in the Articles of Incorporation Incorporation, each stockholder shall at every meeting of the stockholders be entitled to one (1) vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three (3) years one year from its date, unless the proxy provides for a longer period. Section 11. 2.12 Unless otherwise provided in the Articles of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporationCorporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the following are filed with action so taken, shall be signed by the records holders of stockholders' meetings: (a) A outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote xxxxxxx were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent which sets forth the action and is signed by each stockholder entitled shall be given to vote on the matter; and (b) A written waiver of any right to dissent signed by each stockholder entitled to notice of the meeting but those stockholders who have not entitled to vote at itconsented in writing.

Meetings of Stockholders. Section 1. All meetings of the stockholders for the election of directors shall be held in at the State principal office of Maryland, at such place as may be fixed from time to time by the Board of Directors, corporation or at such other place either within or without the State of Maryland, New York as shall be designated from time to time by the Board of Directors shall authorize and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of MarylandNew York, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders, commencing with the year 1998, stockholders shall be held on the second Tuesday of April if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 A.M., or at such other date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, meeting at which they shall elect by a plurality vote a board Board of directorsDirectors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not fewer less than ten (10) nor more than sixty (60) days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, stockholders for any purpose or purposes, unless otherwise prescribed by statute or by the Articles certificate of Incorporationincorporation, may be called by the Chairman of the Board or the president and shall be called by the Chairman of the Board or the president or secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount fifty (50%) percent of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not fewer less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of fifty percent (50%) of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles certificate of Incorporationincorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting meeting, at which a quorum shall be present or represented represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Articles certificate of Incorporationincorporation, a different vote is required, required in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the Articles certificate of Incorporation incorporation, each stockholder shall at every meeting of the stockholders be entitled to one (1) vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three (3) years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the Articles of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, if the following are filed with the records of stockholders' meetings: (a) A unanimous written consent which sets forth the action and is signed by each stockholder entitled to vote on the matter; and (b) A written waiver of any right to dissent signed by each stockholder entitled to notice of the meeting but not entitled to vote at it.

Meetings of Stockholders. Section 1. All meetings of the stockholders for the election of directors shall be held in the city of Danbury in the State of Maryland, Connecticut at such place as may be fixed from time to time by the Board board of Directorsdirectors, or at such other place either within or without the State of Maryland, Delaware as shall be designated from time to time by the Board board of Directors directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of MarylandDelaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders, commencing with the year 1998, stockholders shall be held on the second Monday of March if not a legal holiday, and if a legal holiday, then on the next secular day following, at 12:30 P.M., or at such other date and time as shall be designated from time to time by the Board board of Directors directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not fewer less than ten (10) nor more than sixty (60) days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles certificate of Incorporationincorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the Board board of Directorsdirectors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not fewer less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of fifty percent (50%) a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles certificate of Incorporationincorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Articles certificate of Incorporationincorporation or these by-laws, a different vote is required, required in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the Articles certificate of Incorporation incorporation each stockholder shall at every meeting of the stockholders be entitled to one (1) vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three (3) years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the Articles certificate of Incorporationincorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the following are filed with action so taken, shall be signed by the records holders of stockholders' meetings: (a) A outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent which sets forth the action and is signed by each stockholder entitled shall be given to vote on the matter; and (b) A written waiver of any right to dissent signed by each stockholder entitled to notice of the meeting but those stockholders who have not entitled to vote at itconsented in writing.

Meetings of Stockholders. Section 1. All meetings of the stockholders for the election of directors shall be held in the State of Maryland, at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Maryland, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State state of Marylandincorporation, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders, commencing with the year 1998, stockholders shall be held at on such date and time at such times as shall may be designated from time to time fixed by the Board for the purpose of electing a Board of Directors and stated in for the notice transaction of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting thereat not fewer less than ten (10) nor more than sixty (60) days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting election of stockholdersdirectors, a complete list of the stockholders entitled to vote at the meetingsaid election, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meetingelection, either at a place within the city city, town or village where the meeting election is to be held, held and which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the said meeting is to be held. The , and the list shall also be produced and kept at the time and place of the meeting election during the whole time thereof, and may be inspected by subject to the inspection of any stockholder who is may be present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles articles of Incorporationincorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting of stockholders, stating the placetime, date place and hour of the meeting and the purpose or purposes for which the meeting is calledobject thereof, shall be given not fewer than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such thereat, not less than ten nor more than sixty days before the date fixed for the meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of fifty percent (50%) a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles articles of Incorporationincorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the affirmative vote of the holders of a majority of the stock having voting power thereon, present in person or represented by proxy a proxy, shall decide any question brought before such meeting, unless the question is one upon which which, by express provision of the statutes or of the Articles articles of Incorporationincorporation, a different vote is required, required in which case such express provision shall govern and control the decision of such question. Section 10. Unless Except as otherwise provided in the Articles articles of Incorporation incorporation, each stockholder shall at every meeting of the stockholders be entitled to one (1) vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three (3) years eleven months from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in Whenever the Articles vote of Incorporation, any action stockholders at a meeting thereof is required or permitted to be taken at in connection with any annual corporate action by any provisions of the statutes or special of the articles of incorporation, the notice of meeting, the meeting and vote of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, dispensed with if the following are filed with holders of outstanding stock having not less than the records minimum number of stockholders' meetings: (a) A unanimous written votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted shall sign a consent which sets in writing setting forth the action and is signed by each stockholder entitled to vote on the matter; and (b) A written waiver of any right to dissent signed by each stockholder entitled to so taken. Prompt notice of the meeting but such action by written consent shall be given to those stockholders who have not entitled consented in writing to vote at itsuch corporate action.

Meetings of Stockholders. Section 1. All Subject to Section 2 of this Article, all meetings of the stockholders for the election of directors shall be held in at such time and place, within or without the State of MarylandDelaware, at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Maryland, as shall be designated from time to time by the Board of Directors and stated in the notice of the meetingBoard. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of MarylandDelaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders, commencing with the year 1998, stockholders shall be held on such date in the month of April of each year and at such date and time place (within or without the State of Delaware) as shall be is designated from time to time by the Board of Directors and stated in the notice of the meeting. At each annual meeting, at which they the stockholders shall elect by a plurality vote a board of directors, the Board and shall transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not fewer than ten (10) 10 nor more than sixty (60) 60 days before the date of prior to the meeting. Section 4. The officer who has charge of the Corporation's stock ledger of the corporation shall prepare and make, at least ten (10) 10 days before every meeting election of stockholdersdirectors, a complete list of the stockholders entitled to vote at the meetingsaid election, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) 10 days prior to the meetingelection, either at a place within the city city, town or village where the meeting election is to be held, held and which place shall be specified in the notice of the meeting, or, if not so specified, at the __________________________________ * As adopted by the Board on March 5, 1996. ** [Handwritten note: name changed by Certificate of Correction 3/5/96] place where the said meeting is to be held. The , and the list shall also be produced and kept at the time and place of the meeting election during the whole time thereof, and may be inspected by subject to the inspection of any stockholder who is may be present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles Corporation's certificate of Incorporationincorporation (the "Charter"), may be called by the president Chairman of the Board ("Chairman") or the President and shall be called by the president Chairman or secretary the President or Secretary at the request in writing of a majority of the Board of DirectorsBoard, or at the request in writing of stockholders owning a majority in amount at least 35% of the entire Corporation's capital stock of the corporation issued and outstanding and entitled to votevote at such meeting. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting of stockholders, stating the placetime, date place and hour of the meeting and the purpose or purposes for which the meeting is calledthereof, shall be given not fewer than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting not fewer than 10 nor more than 60 days prior to the meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of fifty percent (50%) a majority of the Corporation's capital stock issued and outstanding outstanding, and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles certificate of Incorporationincorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the Corporation's capital stock outstanding and having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Articles of IncorporationCharter, a different vote is required, required in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the Articles of Incorporation each Each stockholder shall at every meeting of the stockholders be entitled to one (1) vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three (3) years from its date, unless the proxy provides for a longer period, and, except where the Corporation's transfer books have been closed or a date has been fixed as a record date for the determination of its stockholders entitled to vote, no capital stock shall be voted on at any election for directors which has been transferred on the Corporation's books within 20 days next preceding such election of directors. Section 11. Unless otherwise provided in Whenever the Articles vote of Incorporation, any action stockholders at a meeting thereof is required or permitted to be taken at in connection with any annual corporate action by any provisions of the statutes or special of the Charter, the meeting and vote of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meetingdispensed with, if all the following are filed with the records of stockholders' meetings: (a) A unanimous written consent which sets forth the action and is signed by each stockholder stockholders who would have been entitled to vote on upon the matter; and (b) A written waiver of any right action if such meeting were held, shall consent in writing to dissent signed by each stockholder entitled to notice of the meeting but not entitled to vote at itsuch corporate action being taken.

Meetings of Stockholders. Section 1. All meetings of the stockholders for the election of directors shall be held in the State of Maryland, at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Maryland, Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of MarylandDelaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders, commencing with the year 19981996, shall be held at such date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which they shall elect directors by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written At the direction of the Board of Directors, the President or the Secretary of the corporation, written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not fewer less than ten (10) nor more than sixty (60) days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles certificate of Incorporationincorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount not less than fifty percent (50%) of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written At the direction of the Board of Directors, the President or the Secretary, written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not fewer than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of fifty percent (50%) a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles certificate of Incorporationincorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which that might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Articles certificate of Incorporationincorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the Articles certificate of Incorporation incorporation and subject to Article VI, Section 5 each stockholder shall at every meeting of the stockholders be entitled to one (1) vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three (3) years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided To be properly brought before an annual meeting or special meeting, nominations for the election of director or other business must be (a) specified in the Articles notice of Incorporationmeeting (or any supplement thereto) given by or at the direction of the board of directors, (b) otherwise properly brought before the meeting by or at the direction of the board of directors, or (c) otherwise properly brought before the meeting by a stockholder. For such nominations or other business to be considered properly brought before the meeting by a stockholder, such stockholder must have given timely notice and in proper form of such stockholder's intent to bring such business before such meeting. To be timely, such stockholder's notice must be delivered or mailed to and received by the secretary of the corporation not less than 90 days prior to the meeting; provided, however, that in the event that less than 100 days notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. To be in proper form, a stockholder's notice to the secretary shall set forth: (i) the name and address of the stockholder who intends to make the nominations or propose the business, and, as the case may be, the name and address of the person or persons to be nominated or the nature of the business to be proposed; (ii) a representation that the stockholder is a holder of record of stock of the corporation entitled to vote at such meeting and, if applicable, intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice or introduce the business specified in the notice; (iii) if applicable, a description of all arrangements or understandings between the stockholder and each nominee and any action other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (iv) such other information regarding each nominee or each matter of business to be proposed by such stockholder as would be required to be taken at any annual or special meeting of stockholders included in a proxy statement filed pursuant to the proxy rules of the corporationSecurities and Exchange Commission had the nominee been nominated, or any action which may intended to be taken at any annual nominated, or special meeting the matter been proposed, or intended to be proposed by the board of such stockholders, may be taken without a meeting, if the following are filed with the records of stockholders' meetings: (a) A unanimous written consent which sets forth the action and is signed by each stockholder entitled to vote on the matterdirectors; and (bv) A written waiver if applicable, the consent of any right each nominee to dissent signed by each stockholder entitled to notice serve as director of the corporation if so elected. The chairman of the meeting may refuse to acknowledge the nomination of any person or the proposal of any business not made in compliance with the foregoing procedure. Section 12. The stockholders of the Corporation may not take action by written consent without a meeting but not entitled to vote must take any such actions at ita duly called annual or special meeting.

Meetings of Stockholders. Section 1. All Subject to Section 2 of this Article, all meetings of the stockholders for the election of directors shall be held in at such time and place, within or without the State of MarylandDelaware, at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Maryland, as shall be designated from time to time by the Board of Directors and stated in the notice of the meetingBoard. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of MarylandDelaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders, commencing with the year 1998, stockholders shall be held on such date in the month of April of each year and at such date and time place (within or without the State of Delaware) as shall be is designated from time to time by the Board of Directors and stated in the notice of the meeting. At each annual meeting, at which they the stockholders shall elect by a plurality vote a board of directors, the Board and shall transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not fewer than ten (10) 10 nor more than sixty (60) 60 days before the date of prior to the meeting. Section 4. The officer who has charge of the Corporation's stock ledger of the corporation shall prepare and make, at least ten (10) 10 days before every meeting election of stockholdersdirectors, a complete list of the stockholders entitled to vote at the meetingsaid election, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) 10 days prior to the meetingelection, either at a place within the city city, town or village where the meeting election is to be held, held and which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the said meeting is to be held. The , and the list shall also be produced and kept at the time and _________________________ * As adopted by the Board on March 5, 1996. place of the meeting election during the whole time thereof, and may be inspected by subject to the inspection of any stockholder who is may be present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles Corporation's certificate of Incorporationincorporation (the "Charter"), may be called by the president Chairman of the Board ("Chairman") or the President and shall be called by the president Chairman or secretary the President or Secretary at the request in writing of a majority of the Board of DirectorsBoard, or at the request in writing of stockholders owning a majority in amount at least 35% of the entire Corporation's capital stock of the corporation issued and outstanding and entitled to votevote at such meeting. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting of stockholders, stating the placetime, date place and hour of the meeting and the purpose or purposes for which the meeting is calledthereof, shall be given not fewer than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting not fewer than 10 nor more than 60 days prior to the meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of fifty percent (50%) a majority of the Corporation's capital stock issued and outstanding outstanding, and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles certificate of Incorporationincorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the Corporation's capital stock outstanding and having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Articles of IncorporationCharter, a different vote is required, required in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the Articles of Incorporation each Each stockholder shall at every meeting of the stockholders be entitled to one (1) vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three (3) years from its date, unless the proxy provides for a longer period, and, except where the Corporation's transfer books have been closed or a date has been fixed as a record date for the determination of its stockholders entitled to vote, no capital stock shall be voted on at any election for directors which has been transferred on the Corporation's books within 20 days next preceding such election of directors. Section 11. Unless otherwise provided in Whenever the Articles vote of Incorporation, any action stockholders at a meeting thereof is required or permitted to be taken at in connection with any annual corporate action by any provisions of the statutes or special of the Charter, the meeting and vote of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meetingdispensed with, if all the following are filed with the records of stockholders' meetings: (a) A unanimous written consent which sets forth the action and is signed by each stockholder stockholders who would have been entitled to vote on upon the matter; and (b) A written waiver of any right action if such meeting were held, shall consent in writing to dissent signed by each stockholder entitled to notice of the meeting but not entitled to vote at itsuch corporate action being taken.

Meetings of Stockholders. Section 1. All meetings of the stockholders for the election of directors Directors shall be held in at the State principal office of Maryland, at such place as may be fixed from time to time by the Board of Directors, corporation or at such other place either within or without the State of Maryland, Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of MarylandDelaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders, commencing with the year 1998, stockholders shall be held at such date date, time and time place as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which they the stockholders shall elect by a plurality vote a board Board of directors, Directors and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not fewer than ten (10) nor more than sixty (60) days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles certificate of Incorporationincorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority at least two members of the Board of Directors, or at the request in writing of stockholders owning a majority at least 20 percent in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not fewer less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of fifty percent (50%) a majority of the shares of all classes and series of capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles certificate of Incorporationincorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Articles certificate of Incorporationincorporation, a different vote is required, required in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the Articles certificate of Incorporation incorporation, each stockholder shall at every meeting of the stockholders be entitled to one (1) vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three (3) years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the Articles certificate of Incorporationincorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the following are filed with action so taken, shall be signed by the records holders of stockholders' meetings: (a) A outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent which sets forth the action and is signed by each stockholder entitled shall be given to vote on the matter; and (b) A written waiver of any right to dissent signed by each stockholder entitled to notice of the meeting but those stockholders who have not entitled to vote at itconsented in writing.

Meetings of Stockholders. Section 1. All meetings of the stockholders for the election of directors shall be held in either at the State principal executive office of Maryland, at such place as may be fixed from time to time by the Board of Directors, corporation or at such any other place either within or without the State of Maryland, as shall be Delaware designated from time to time by the Board of Directors and stated in or, subject to the notice power of the Board of Directors to designate the place of the meeting, the person or persons calling the meeting. Meetings In absence of stockholders for any other purpose may such designation, stockholders' meetings shall be held at such time and place, within or without the State of Maryland, as shall be stated in the notice principal executive office of the meeting or in a duly executed waiver of notice thereofcorporation. Section 2. Annual meetings of stockholders, commencing with the year 1998, shall be held at such date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.. 107 Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not fewer than ten (10) nor more than sixty (60) days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles certificate of Incorporationincorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the Board of Directors, Directors or at by the written request in writing of stockholders owning a majority in amount holders of fifty percent (50%) or more of the entire outstanding shares of capital stock of the corporation issued and outstanding and entitled to votestock. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not fewer than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of fifty percent (50%) of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Articles of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the Articles of Incorporation each stockholder shall at every meeting of the stockholders be entitled to one (1) vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three (3) years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the Articles of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, if the following are filed with the records of stockholders' meetings: (a) A unanimous written consent which sets forth the action and is signed by each stockholder entitled to vote on the matter; and (b) A written waiver of any right to dissent signed by each stockholder entitled to notice of the meeting but not entitled to vote at it.

Meetings of Stockholders. Section 1. All meetings of the stockholders for the election of directors shall be held in the city of Danbury in the State of Maryland, Connecticut at such place as may be fixed from time the to time by the board of directors of the corporation (the “Board of Directors”), or at such other place either within or without the State of Maryland, Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of MarylandDelaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders, commencing with the year 1998, stockholders shall be held on the second Monday of March if not a legal holiday, and if a legal holiday, then on the next business day following, at 12:30 P.M., or at such other date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board Board of directorsDirectors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not fewer less than ten (10) nor more than sixty (60) days before the date of the meeting. Section 4. The officer who has charge of the stock ledger secretary of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles certificate of Incorporationincorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting of stockholders stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not fewer less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of fifty percent (50%) a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles certificate of Incorporationincorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Articles certificate of Incorporationincorporation or these by-laws, a different vote is required, required in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the Articles certificate of Incorporation incorporation each stockholder shall at every meeting of the stockholders be entitled to one (1) vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three (3) years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the Articles certificate of Incorporationincorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the following are filed with action so taken, shall be signed by the records holders of stockholders' meetings: (a) A outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent which sets forth the action and is signed by each stockholder entitled shall be given to vote on the matter; and (b) A written waiver of any right to dissent signed by each stockholder entitled to notice of the meeting but those stockholders who have not entitled to vote at itconsented in writing.

Meetings of Stockholders. Section SECTION 1. All meetings of the stockholders Stockholders for the election of directors shall be held in the City of Palo Alto, State of MarylandCalifornia, at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Maryland, Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders Stockholders for any other purpose may be held at such time and place, within or without the State of MarylandDelaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section SECTION 2. Annual meetings The annual meeting of stockholders, commencing with the year 1998, Stockholders shall be held on such date in each year, and at such date hour and time place within or without the State of Delaware, as shall be designated from time to time fixed in each year by the Board of Directors and stated or the Chairman. The purposes for which the annual meeting is to be held, in addition to those prescribed by law, by the notice Certificate of Incorporation or by these By-laws, may be specified by the Board of Directors or the Chairman. If no annual meeting has been held as specified above, a special meeting in lieu thereof may be held or there may be action by written consent of the Stockholders on matters to be voted on at the annual meeting, at which they and such special meeting or written consent shall elect by a plurality vote a board have for the purposes of directors, these By-laws or otherwise all the force and transact such other business as may properly be brought before the effect of an annual meeting. Section SECTION 3. Written notice of the annual meeting stating the place, date and hour of the meeting meeting, shall be given to each stockholder entitled to vote at such meeting not fewer less than ten (10) nor more than sixty (60) days before the date of the meeting. Section SECTION 4. The officer Officer who has charge of the stock ledger of the corporation Corporation shall prepare and make, at least ten (10) days before every meeting of stockholdersStockholders, a complete list of the stockholders Stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section SECTION 5. Special meetings of the stockholdersStockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles Certificate of Incorporation, may be called by the president Chairman and shall be called by the president Chairman or secretary the Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders Stockholders owning a majority in amount of the entire capital stock of the corporation Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section SECTION 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not fewer less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder Stockholder entitled to vote at such meeting. Section SECTION 7. Business transacted at any special meeting of stockholders Stockholders shall be limited to the purposes stated in the notice. Section SECTION 8. The holders of fifty percent (50%) A majority of the stock issued and outstanding and shares entitled to vote thereatvote, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business business, except as otherwise provided by statute or by the Articles Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholdersStockholders, the stockholders Stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section SECTION 9. When a quorum is present at any meetingIn all matters other than the election of Directors, the affirmative vote of the holders of a majority of the stock having voting power shares present in person or represented by proxy proxy, at a meeting at which a quorum is present, and entitled to vote on the subject matter shall decide any question matter brought before such meeting, unless the question matter is one upon which which, by express provision of the statutes statute or of the Articles Certificate of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such questionmatter. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy, at a meeting at which a quorum is present, and entitled to vote on the election of Directors. Section SECTION 10. Unless otherwise provided in the Articles Certificate of Incorporation Incorporation, each stockholder shall at every meeting of the stockholders Stockholders be entitled to one (1) vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three (3) years from its date, unless the proxy provides provided for a longer period. Section SECTION 11. Unless otherwise provided in the Articles Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders Stockholders of the corporationCorporation, or any action which may be taken at any annual or special meeting of such stockholdersStockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the following are filed with action so taken, shall be signed by the records minimum number of stockholders' meetings: (a) A votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent which sets forth the action and is signed by each stockholder entitled shall be given to vote on the matter; andthose Stockholders who have not consented in writing. (b) A written waiver of SECTION 12. At any right to dissent signed by each stockholder entitled to notice annual meeting of the meeting but not entitled to vote at it.Stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before a meeting, business (other than the election of directors, the procedures for which are detailed in Section 13 of this Article