Corporate Bylaws - Maryland

BYLAWS OF [____________________], a Maryland corporation

A for-profit corporation organized under the Maryland General Corporation Law, Md. Code, Corporations & Associations Article, Title 2 (the "MGCL" or the "Act").

Effective Date: [__/__/____]

TABLE OF CONTENTS

1. Article I — Offices and Resident Agent
2. Article II — Stockholders
3. Article III — Board of Directors
4. Article IV — Committees
5. Article V — Officers
6. Article VI — Stock and Transfers
7. Article VII — Indemnification and Advance of Expenses
8. Article VIII — Distributions and Dividends
9. Article IX — Records and Reports
10. Article X — Corporate Seal, Fiscal Year, and General Provisions
11. Article XI — Amendment of Bylaws
12. Article XII — Emergency Bylaws
13. Certification / Secretary's Adoption Block
14. Sources and References

ARTICLE I — OFFICES AND RESIDENT AGENT

Section 1.1 Principal Office. The principal office of the corporation in the State of Maryland shall be located at [____________________], or at such other place as the Board may from time to time determine. The corporation may also have offices at such other places, within or without the State of Maryland, as the Board may designate or the business of the corporation may require.

Section 1.2 Resident Agent and Registered Office. The corporation shall continuously maintain in Maryland a resident agent and a principal office (which may be, but need not be, the same as the place of business of the corporation) as required by Md. Code, Corps. & Ass'ns § 2-108. The resident agent is [____________________], whose address is [____________________]. The Board may change the resident agent or the address of the resident agent or principal office from time to time by filing the appropriate statement with SDAT.

ARTICLE II — STOCKHOLDERS

Section 2.1 Annual Meeting. Pursuant to Md. Code, Corps. & Ass'ns § 2-501, the corporation shall hold an annual meeting of its stockholders to elect directors and transact any other business within its powers, at a date and time set by or in the manner provided by these Bylaws. The annual meeting shall be held on [____________________], or on such other date and at such time as the Board may fix. Failure to hold an annual meeting at the designated time does not invalidate the corporation's existence or affect otherwise valid corporate acts.

Section 2.2 Special Meetings. Pursuant to Md. Code, Corps. & Ass'ns § 2-502, a special meeting of the stockholders may be called by the chair of the Board, the president, the Board, or any other person specified in the charter or these Bylaws. In addition, the Secretary shall call a special meeting on the written request of stockholders entitled to cast at least twenty-five percent (25%) of all the votes entitled to be cast at the meeting (or such lesser percentage, but not less than ten percent (10%), as the charter or these Bylaws may provide), subject to the procedures and the cost-and-expense provisions of § 2-502.

Section 2.3 Place of Meetings; Remote Participation. Pursuant to Md. Code, Corps. & Ass'ns § 2-503, all meetings of stockholders shall be held at the place, within the United States, set by or under the authority of the Board and stated in the notice of the meeting. Unless the charter provides otherwise and to the extent authorized by the Board, stockholders may participate in a meeting by means of remote communication as permitted by the Act, and a stockholder so participating is deemed present in person at the meeting.

Section 2.4 Notice of Meetings. Pursuant to Md. Code, Corps. & Ass'ns § 2-504, the Secretary shall give written or printed notice stating the place, date, and time of each meeting of stockholders and, in the case of a special meeting or as otherwise required by the Act, the purpose or purposes for which the meeting is called, not fewer than ten (10) days nor more than ninety (90) days before the date of the meeting, to each stockholder entitled to vote at the meeting and to each other stockholder entitled to notice. Notice may be given in any manner permitted by § 2-504 and § 1-401, including by electronic transmission to the extent consented to by the stockholder.

Section 2.5 Waiver of Notice. Whenever any notice is required to be given to a stockholder, a waiver of notice in writing or by electronic transmission, signed by or on behalf of the person entitled to the notice, whether before or after the meeting, is equivalent to the giving of the notice, as provided in Md. Code, Corps. & Ass'ns § 1-704. A stockholder's attendance at a meeting constitutes a waiver of objection to lack of notice or defective notice unless the stockholder, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting.

Section 2.6 Record Date. Pursuant to Md. Code, Corps. & Ass'ns § 2-511, the Board may fix, in advance, a record date for determining the stockholders entitled to notice of or to vote at any meeting, to receive a distribution or allotment of rights, or for any other proper purpose. The record date may not be more than ninety (90) days before the date on which the action requiring the determination will be taken. In lieu of fixing a record date, the Board may close the stock transfer books as permitted by § 2-511.

Section 2.7 Quorum. Pursuant to Md. Code, Corps. & Ass'ns § 2-506, unless the Act or the charter provides otherwise, the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at a meeting constitutes a quorum, but in no event may a quorum consist of fewer than one-third (1/3) of the shares entitled to vote at the meeting except as otherwise provided by these Bylaws as permitted by the Act. The stockholders present at a duly called meeting at which a quorum was once present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave fewer than a quorum.

Section 2.8 Voting. Pursuant to Md. Code, Corps. & Ass'ns § 2-507, unless the charter provides for a greater or lesser number of votes per share or limits or denies voting rights, each outstanding share of stock, regardless of class, is entitled to one (1) vote on each matter submitted to a vote at a meeting of stockholders. A majority of all the votes cast at a meeting at which a quorum is present is sufficient to approve any matter that properly comes before the meeting, unless more than a majority of the votes cast is required by statute or by the charter. A plurality of all the votes cast at a meeting at which a quorum is present is sufficient to elect a director, unless the charter or these Bylaws provide otherwise.

Section 2.9 Proxies. Pursuant to Md. Code, Corps. & Ass'ns § 2-507, a stockholder may vote the stock the stockholder owns of record either in person or by proxy. A stockholder may authorize one or more persons to act as proxy by signing a writing or by transmitting or authorizing the transmission of an authorization by electronic means, in accordance with the Act. No proxy is valid more than eleven (11) months after its date unless it provides otherwise.

Section 2.10 Informal Action by Stockholders (Action Without Meeting). Pursuant to Md. Code, Corps. & Ass'ns § 2-505, except as otherwise provided in that section, any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting if a unanimous consent setting forth the action is (1) given in writing or by electronic transmission by each stockholder entitled to vote on the matter and (2) filed in paper or electronic form with the records of stockholders meetings. The charter may authorize, for one or more classes or series of stock, action by less than unanimous consent in the circumstances and subject to the notice requirements specified in § 2-505(b).

Section 2.11 Adjournment. A meeting of stockholders convened on the date for which it was called may be adjourned from time to time without further notice to a date not more than 120 days after the original record date. At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally called.

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 Function of Directors. Pursuant to Md. Code, Corps. & Ass'ns § 2-401, the business and affairs of the corporation shall be managed under the direction of the Board. All powers of the corporation may be exercised by or under authority of the Board, except as conferred on or reserved to the stockholders by statute or by the charter or these Bylaws.

Section 3.2 Number of Directors. Pursuant to Md. Code, Corps. & Ass'ns § 2-402, the corporation shall have at least one (1) director. The number of directors is fixed at [____], and may be increased or decreased from time to time only by or in the manner provided in these Bylaws, but the number of directors may not be decreased to fewer than the minimum required by law, and the tenure of an incumbent director may not be affected by a decrease.

Section 3.3 Qualifications. A director need not be a stockholder or a resident of Maryland unless the charter or these Bylaws so require, subject to Md. Code, Corps. & Ass'ns § 2-403.

Section 3.4 Election and Tenure. Pursuant to Md. Code, Corps. & Ass'ns § 2-404, at each annual meeting of stockholders, the stockholders shall elect directors to hold office until the next annual meeting and until their successors are elected and qualify, except in the case of a classified Board established as permitted by § 2-404. A director holding over pursuant to § 2-405 continues in office until a successor is elected and qualifies.

Section 3.5 Removal of Directors. Pursuant to Md. Code, Corps. & Ass'ns § 2-406, the stockholders may remove any director, with or without cause, by the affirmative vote of a majority of all the votes entitled to be cast generally for the election of directors, unless the charter provides that directors may be removed only for cause or otherwise modifies this right as permitted by the Act (including in the case of a classified Board or cumulative voting).

Section 3.6 Vacancies. Pursuant to Md. Code, Corps. & Ass'ns § 2-407, the stockholders may elect a successor to fill a vacancy on the Board that results from the removal of a director. Subject to the charter and the Act, a vacancy that results from any cause other than an increase in the number of directors may be filled by a majority of the remaining directors, even if those directors do not constitute a quorum; a vacancy that results from an increase in the number of directors may be filled by a majority of the entire Board.

Section 3.7 Regular Meetings. The Board may hold regular meetings, within or without the State of Maryland, at such times and places as it may determine. Regular meetings may be held without notice if the time and place are fixed by the Board or these Bylaws.

Section 3.8 Special Meetings. Pursuant to Md. Code, Corps. & Ass'ns § 2-409, special meetings of the Board may be called at any time by [the chair of the Board / the president / a majority of the directors then in office], and may be held within or without the State of Maryland.

Section 3.9 Notice of Special Meetings. Pursuant to Md. Code, Corps. & Ass'ns § 2-409, notice of the place, day, and time of a special meeting of the Board shall be given to each director in the manner and within the time periods provided in that section and these Bylaws. A director's presence at a meeting constitutes a waiver of notice of the meeting, except where a director attends solely for the purpose of objecting to the transaction of business on the ground that the meeting was not lawfully called or convened.

Section 3.10 Quorum and Voting. Pursuant to Md. Code, Corps. & Ass'ns § 2-408, unless these Bylaws provide otherwise, a majority of the entire Board constitutes a quorum for the transaction of business. These Bylaws may provide that fewer than a majority, but not fewer than one-third (1/3) of the entire Board, may constitute a quorum, except that (i) where there are only two or three directors, not fewer than two (2) may constitute a quorum, and (ii) where there is only one director, that one director constitutes a quorum. Unless the charter or these Bylaws require a greater proportion, or the Act requires a different proportion, the action of a majority of the directors present at a meeting at which a quorum is present is the action of the Board.

Section 3.11 Telephonic and Electronic Meetings. Pursuant to Md. Code, Corps. & Ass'ns § 2-409, members of the Board or of a committee of the Board may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at the meeting.

Section 3.12 Action Without Meeting. Pursuant to Md. Code, Corps. & Ass'ns § 2-408(c), any action required or permitted to be taken at a meeting of the Board or a committee of the Board may be taken without a meeting if a unanimous consent setting forth the action is (1) given in writing or by electronic transmission by each member of the Board or committee entitled to vote on the matter and (2) filed in paper or electronic form with the minutes of proceedings of the Board or committee. A consent may be made effective at a future time, no later than sixty (60) days after delivery, as provided in § 2-408(d).

Section 3.13 Compensation. The Board may fix the compensation of directors and may provide for reimbursement of reasonable expenses incurred in the performance of their duties.

Section 3.14 Standard of Care. Pursuant to Md. Code, Corps. & Ass'ns § 2-405.1, a director shall perform the director's duties: (1) in good faith; (2) in a manner the director reasonably believes to be in the best interests of the corporation; and (3) with the care that an ordinarily prudent person in a like position would use under similar circumstances. A director is entitled to rely on information, opinions, reports, and statements as provided in § 2-405.1, and an act of a director is presumed to satisfy this standard.

ARTICLE IV — COMMITTEES

Section 4.1 Creation of Committees. Pursuant to Md. Code, Corps. & Ass'ns § 2-411, the Board may appoint from among its members an executive committee and other committees composed of one or more directors and may delegate to these committees any of the powers of the Board, except the power to authorize distributions (except in accordance with a general formula or method prescribed by the Board), to approve a merger, consolidation, share exchange, or transfer of assets requiring stockholder approval, or to take any other action that § 2-411 reserves to the full Board.

Section 4.2 Committee Procedures. Each committee shall keep minutes of its proceedings and report the same to the Board as required. The provisions of the Act and these Bylaws governing Board meetings, action without meeting, notice and waiver of notice, and quorum and voting requirements apply to committees and their members.

ARTICLE V — OFFICERS

Section 5.1 Required and Permitted Officers. Pursuant to Md. Code, Corps. & Ass'ns § 2-412, the corporation shall have a president, a secretary, and a treasurer, and may have one or more vice presidents, a chair of the Board, and such other officers and assistant officers as the Board may from time to time provide for in these Bylaws or by resolution. The required officers shall be elected or appointed in the manner provided in these Bylaws.

Section 5.2 Election, Tenure, and Removal. Pursuant to Md. Code, Corps. & Ass'ns § 2-413, unless these Bylaws provide otherwise, the officers serve for one (1) year and until their successors are elected and qualify. Any officer may be removed by the Board, with or without cause; removal does not prejudice any contract rights of the person removed. Election or appointment of an officer does not of itself create contract rights.

Section 5.3 Powers and Duties. Pursuant to Md. Code, Corps. & Ass'ns § 2-414, all officers and agents of the corporation have the powers and duties in the management of the corporation that are provided in these Bylaws or determined by resolution of the Board not inconsistent with these Bylaws.

Section 5.4 President. The president is the chief executive officer of the corporation (unless the Board designates another officer as chief executive officer) and, subject to the Board's control, has general charge and supervision of the business and affairs of the corporation. The president shall preside at meetings of stockholders and of the Board in the absence of a chair of the Board, and shall perform such other duties as the Board may assign.

Section 5.5 Secretary. The secretary shall keep the minutes of the proceedings of the stockholders and the Board, give all notices required by the Act, the charter, or these Bylaws, be custodian of the corporate records and the corporate seal (if any), maintain the records of stockholders, authenticate records of the corporation, and perform such other duties as the Board or the president may assign.

Section 5.6 Treasurer. The treasurer is the chief financial officer of the corporation and shall have charge and custody of, and be responsible for, the funds and securities of the corporation, keep accurate books and records of account, deposit corporate funds in depositories selected by the Board, and perform such other duties as the Board or the president may assign.

Section 5.7 Multiple Offices. Pursuant to Md. Code, Corps. & Ass'ns § 2-415, a person may hold more than one office in the corporation except that no person may serve concurrently as both president and vice president unless these Bylaws or the Board provide otherwise.

ARTICLE VI — STOCK AND TRANSFERS

Section 6.1 Issuance of Stock. The Board may authorize the issuance of stock for the consideration permitted by the charter and the Act. Stock may be certificated or uncertificated as determined by the Board, subject to Md. Code, Corps. & Ass'ns §§ 2-210 and 2-211.

Section 6.2 Stock Certificates. Pursuant to Md. Code, Corps. & Ass'ns § 2-211, except for uncertificated stock, each stockholder is entitled to certificates that represent and certify the stock the stockholder holds. Each certificate shall be signed by the officers designated by the Board (the signatures may be either manual or facsimile) and shall set forth, on its face or back, the information required by § 2-211, including the name of the corporation, the name of the stockholder, and the class of stock and number of shares represented.

Section 6.3 Uncertificated Stock. Pursuant to Md. Code, Corps. & Ass'ns § 2-210, the Board may authorize the issuance of stock without certificates. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send the stockholder the written statement of the information required by § 2-211 that would otherwise be required to appear on a certificate.

Section 6.4 Transfer of Stock. Transfers of stock shall be made on the books of the corporation only by the record holder or by a duly authorized attorney, upon surrender of any certificate (if certificated) properly endorsed for transfer, and subject to any restriction on transfer imposed in accordance with the Act.

Section 6.5 Transfer Restrictions. The corporation may impose restrictions on the transfer or registration of transfer of stock as authorized by the charter, these Bylaws, the Act, or an agreement among stockholders. A restriction is enforceable against the holder or a transferee with notice of the restriction.

Section 6.6 Lost, Stolen, or Destroyed Certificates. The Board may direct the issuance of a new certificate (or uncertificated stock) in place of any certificate alleged to have been lost, stolen, or destroyed, upon receipt of satisfactory evidence of the loss, theft, or destruction and, if the Board requires, the giving of a bond sufficient to indemnify the corporation, as provided in Md. Code, Corps. & Ass'ns § 2-213.

ARTICLE VII — INDEMNIFICATION AND ADVANCE OF EXPENSES

Section 7.1 Permissible Indemnification of Directors. Pursuant to Md. Code, Corps. & Ass'ns § 2-418(b), the corporation may indemnify any director made a party to any proceeding by reason of service in that capacity against judgments, penalties, fines, settlements, and reasonable expenses actually incurred by the director in connection with the proceeding, unless it is established that: (a) the act or omission of the director was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty; or (b) the director actually received an improper personal benefit in money, property, or services; or (c) in the case of any criminal proceeding, the director had reasonable cause to believe that the act or omission was unlawful. However, if the proceeding was one by or in the right of the corporation, indemnification may not be made in respect of any proceeding in which the director is adjudged to be liable to the corporation. The termination of any proceeding by judgment, order, or settlement does not create a presumption that the director did not meet the requisite standard of conduct.

Section 7.2 Improper Personal Benefit. Pursuant to Md. Code, Corps. & Ass'ns § 2-418(c), a director may not be indemnified under § 2-418(b) in respect of any proceeding charging improper personal benefit to the director, whether or not involving action in the director's official capacity, in which the director was adjudged to be liable on the basis that personal benefit was improperly received.

Section 7.3 Mandatory Indemnification. Pursuant to Md. Code, Corps. & Ass'ns § 2-418(d), unless limited by the charter, a director who has been successful, on the merits or otherwise, in the defense of any proceeding referred to in § 2-418(b), or in the defense of any claim, issue, or matter in the proceeding, shall be indemnified against reasonable expenses incurred by the director in connection with the proceeding, claim, issue, or matter in which the director has been successful.

Section 7.4 Determination That Indemnification Is Proper. Pursuant to Md. Code, Corps. & Ass'ns § 2-418(e), indemnification under § 2-418(b) may not be made by the corporation unless authorized for a specific proceeding after a determination has been made that indemnification is permissible in the circumstances because the director has met the applicable standard of conduct. The determination shall be made in one of the ways specified in § 2-418(e), including by the Board (or a committee) by a majority vote of a quorum consisting of directors not, at the time, parties to the proceeding, by special legal counsel, or by the stockholders.

Section 7.5 Advance of Expenses. Pursuant to Md. Code, Corps. & Ass'ns § 2-418(f), reasonable expenses incurred by a director who is a party to a proceeding may be paid or reimbursed by the corporation in advance of the final disposition of the proceeding upon receipt by the corporation of: (a) a written affirmation by the director of the director's good-faith belief that the standard of conduct necessary for indemnification by the corporation has been met; and (b) a written undertaking by or on behalf of the director to repay the amount if it is ultimately determined that the standard of conduct has not been met. The undertaking shall be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make the repayment.

Section 7.6 Indemnification of Officers, Employees, and Agents. Pursuant to Md. Code, Corps. & Ass'ns § 2-418(j), the corporation may indemnify and advance expenses to an officer of the corporation to the same extent as to a director and, to the extent provided by the Board, to an officer, employee, or agent who is not a director to such further extent, consistent with law, as may be provided by the charter, these Bylaws, a resolution of the Board or stockholders, or a contract.

Section 7.7 Insurance. Pursuant to Md. Code, Corps. & Ass'ns § 2-418(k), the corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or who serves at the corporation's request in such a capacity for another enterprise, against any liability asserted against and incurred by the person in that capacity or arising out of the person's status as such, whether or not the corporation would have the power to indemnify against the liability under § 2-418.

Section 7.8 Non-Exclusivity; Continuation. Pursuant to Md. Code, Corps. & Ass'ns § 2-418(g), the indemnification and advance of expenses provided or authorized by § 2-418 are not exclusive of any other rights to which a director or other person may be entitled under the charter, these Bylaws, a resolution of stockholders or directors, an agreement, or otherwise, both as to action in an official capacity and as to action in another capacity while holding office. Such rights continue as to a person who has ceased to serve in the capacity that gave rise to the right and inure to the benefit of the person's heirs, executors, and administrators.

ARTICLE VIII — DISTRIBUTIONS AND DIVIDENDS

Section 8.1 Authorization. Pursuant to Md. Code, Corps. & Ass'ns § 2-309, if authorized by the Board, the corporation may make distributions to its stockholders, subject to any restriction in the charter and the limitations of § 2-311. The Board may give general authorization for a distribution and delegate to an officer the power to fix the amount and other terms as provided in § 2-309(d).

Section 8.2 Limitations on Distributions. Pursuant to Md. Code, Corps. & Ass'ns § 2-311, no distribution may be made if, after giving it effect: (a) the corporation would not be able to pay its debts as they become due in the usual course of business; or (b) the corporation's total assets would be less than the sum of its total liabilities plus (unless the charter permits otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution, all as provided and measured under § 2-311.

Section 8.3 Liability for Improper Distributions. Directors who vote for or assent to a distribution made in violation of the Act or the charter may be liable as provided in Md. Code, Corps. & Ass'ns § 2-312, subject to the defenses and contribution rights stated in that section.

ARTICLE IX — RECORDS AND REPORTS

Section 9.1 Corporate Records. The corporation shall keep correct and complete books and records of its accounts and transactions and minutes of the proceedings of its stockholders and Board and of any executive or other committee, as required by Md. Code, Corps. & Ass'ns § 2-111. The corporation shall maintain at its principal office (or the office of its transfer agent) records containing the names and addresses of all stockholders, the number and class of stock held by each, and the dates on which they respectively became holders of record.

Section 9.2 Stockholder Inspection Rights. Pursuant to Md. Code, Corps. & Ass'ns § 2-512, any stockholder of the corporation, or an agent of the stockholder, may inspect and copy during usual business hours the corporation's bylaws, minutes of the proceedings of its stockholders, annual statements of affairs, and voting trust agreements on file at its principal office. In addition, pursuant to Md. Code, Corps. & Ass'ns § 2-513, one or more persons who together are and for at least six (6) months have been stockholders of record of at least five percent (5%) of the outstanding stock of any class may, on written request, inspect and copy the corporation's books of account and stock ledger, present a statement of affairs, and obtain a list of stockholders, subject to the conditions of that section.

Section 9.3 Annual Statement. The corporation shall prepare and make available the annual statement of affairs of the corporation as and to the extent required by Md. Code, Corps. & Ass'ns § 2-313.

Section 9.4 Annual Report and Personal Property Return. The corporation shall file with SDAT the annual report (and any required personal property return) as required by Maryland law and shall maintain a copy with its corporate records.

ARTICLE X — CORPORATE SEAL, FISCAL YEAR, AND GENERAL PROVISIONS

Section 10.1 Corporate Seal. The corporation may, but need not, have a corporate seal in such form as the Board may approve. The presence or absence of the corporate seal on an instrument does not affect its validity or character.

Section 10.2 Fiscal Year. The fiscal year of the corporation shall end on [____________________] of each year, or on such other date as the Board may determine by resolution.

Section 10.3 Form of Records. The corporation may maintain its records in any form (including electronic form) capable of conversion into written form within a reasonable time.

Section 10.4 Conflict with Charter or Act. In the event of any conflict between these Bylaws and the charter or the Act, the charter or the Act, as applicable, shall control.

Section 10.5 Severability. If any provision of these Bylaws is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ARTICLE XI — AMENDMENT OF BYLAWS

Section 11.1 Power to Amend. Pursuant to Md. Code, Corps. & Ass'ns § 2-109, the initial bylaws of the corporation shall be adopted by the Board at its organization meeting. After the organization meeting of the Board, the power to adopt, alter, and repeal the bylaws is vested in the stockholders, except to the extent that the charter or these Bylaws vest the power in the Board. A provision conferring on the directors the power to adopt, alter, or repeal the bylaws may be included in the charter or these Bylaws.

Section 11.2 Concurrent Power of Board. To the extent provided in this Section 11.2 as permitted by Md. Code, Corps. & Ass'ns § 2-109, the Board has the power to adopt, alter, and repeal these Bylaws; provided that any bylaw adopted, altered, or repealed by the Board may be altered or repealed by the stockholders, subject to any limitation expressly imposed by the stockholders.

ARTICLE XII — EMERGENCY BYLAWS

Section 12.1 Emergency Operation. These emergency provisions are operative during any emergency resulting from a catastrophic event, an attack on the United States or any locality in which the corporation conducts its business or customarily holds meetings of its Board or stockholders, or any other event that makes it impracticable for the corporation to conduct its business or for a quorum of the Board to be readily convened, consistent with Md. Code, Corps. & Ass'ns § 2-111 (records and continuity of management) and the general powers of the corporation under the Act.

Section 12.2 Notice and Quorum During Emergency. During an emergency, notice of a meeting of the Board need be given only to those directors whom it is feasible to reach at the time and by such means as are feasible at the time. The director or directors in attendance at a meeting called during an emergency, or any greater number fixed by these emergency provisions, constitute a quorum for that meeting.

Section 12.3 Lines of Succession; Relocation. During an emergency, the Board may provide lines of succession for officers and directors in the event that any of them are rendered incapable of discharging their duties, and may provide for the temporary relocation of the principal office or the designation of alternative offices.

Section 12.4 Effect; Liability. Corporate action taken in good faith during an emergency in accordance with these emergency provisions binds the corporation and may not be used to impose liability on any director, officer, employee, or agent of the corporation. To the extent not inconsistent with these emergency provisions, the other provisions of these Bylaws remain in effect during the emergency, and upon termination of the emergency these emergency provisions cease to be operative.

CERTIFICATION / SECRETARY'S ADOPTION BLOCK

The undersigned, being the duly elected and acting Secretary of [____________________], a Maryland corporation, hereby certifies that the foregoing Bylaws were adopted as the bylaws of the corporation by [the board of directors at its organization meeting / the stockholders] pursuant to Md. Code, Corps. & Ass'ns § 2-109 on [__/__/____], and that such Bylaws have not been altered or repealed and remain in full force and effect as of the date set forth below.

Dated: [__/__/____]

____________________________________
[____________________], Secretary

SOURCES AND REFERENCES

• Maryland General Corporation Law, Md. Code, Corporations & Associations Article, Title 2
• Md. Code, Corps. & Ass'ns § 2-108 (resident agent; principal office); § 2-109 (bylaws; power to adopt, alter, repeal); § 2-110 (organization meeting); § 2-111 (corporate records; continuity of management)
• Md. Code, Corps. & Ass'ns §§ 2-210 to 2-214 (stock certificates; uncertificated stock; lost certificates; fractional shares)
• Md. Code, Corps. & Ass'ns §§ 2-309 to 2-312 (distributions; dividends and stock splits; limitations on distributions; liability for distributions)
• Md. Code, Corps. & Ass'ns §§ 2-401 to 2-419 (directors and officers): § 2-401 (function of directors); § 2-402 (number); § 2-403 (qualifications); § 2-404 (election and tenure); § 2-405 (holdover); § 2-405.1 (standard of care); § 2-406 (removal/resignation); § 2-407 (vacancies); § 2-408 (action by directors; quorum; unanimous consent); § 2-409 (meetings); § 2-411 (committees); §§ 2-412 to 2-415 (officers); § 2-418 (indemnification); § 2-419 (interested director transactions)
• Md. Code, Corps. & Ass'ns §§ 2-501 to 2-514 (stockholders): § 2-501 (annual meeting); § 2-502 (special meeting); § 2-503 (place of meetings); § 2-504 (notice); § 2-505 (informal action by stockholders); § 2-506 (quorum; voting); § 2-507 (right to vote; proxies); § 2-511 (record date; closing of transfer books); §§ 2-512, 2-513 (inspection rights)
• Md. Code, Corps. & Ass'ns § 1-401 (manner of giving notice); § 1-704 (waiver of notice)