This document contains the by-laws of Constellation Energy Group, Inc. It outlines the company's name and headquarters location in Article I. Article II describes procedures for stockholder meetings, including requiring at least 10 days notice for annual meetings and specifying the information that must be provided for any stockholder-proposed nominations or business to be addressed. It also establishes that a majority of outstanding shares constitutes a quorum for voting purposes.
This document outlines the bylaws of Owens & Minor, Inc. regarding meetings of shareholders and the board of directors. It discusses where shareholder and board meetings will take place, how notice will be provided, what constitutes a quorum, voting procedures, and rules regarding nominating directors and proposing other business. It also establishes committees like the executive committee and allows the board to form other committees. Finally, it specifies that the officers will consist of a CEO, President, Secretary, and Treasurer and allows for other officers to be elected.
This document outlines amended and restated bylaws for Terex Corporation. Key points include:
- Procedures for annual and special stockholder meetings, including requirements for submitting nominations of directors and proposals.
- Requirements for providing notice of stockholder meetings and fixing the record date.
- Quorum requirements and voting procedures for stockholder actions.
- Conduct of stockholder meetings and allowance for voting by proxy.
This document outlines the by-laws of Becton, Dickinson and Company. It details procedures for shareholder meetings, including annual meetings, special meetings, notices, quorums, voting, and order of business. It also covers the nomination and election of directors, including requirements for advance notice of nominations. Finally, it addresses actions that can be taken by written consent of shareholders without a meeting.
This document outlines the by-laws of Autozone, Inc. It discusses procedures for stockholder meetings, including annual meetings, notices of meetings, quorums, voting procedures. It also discusses the board of directors, including the number of directors, nominations, vacancies, meetings, and actions that can be taken without meetings. The by-laws provide the framework for how business is conducted and decisions are made within the corporation.
This document outlines the by-laws of Rockwell Automation, Inc. regarding meetings of shareholders. It specifies that annual meetings will be held to elect directors and conduct business, as determined by the Board of Directors. Special meetings may only be called by the Board of Directors. Notice of any shareholder meeting must be given between 10 and 60 days in advance. The by-laws also specify requirements for shareholders to nominate directors or propose other business, including disclosure of share ownership and provision of biographical information on nominees.
This document outlines procedures for meetings of stockholders of The Pantry Inc., including:
- Annual meetings are held for electing directors, while special meetings can be called by the Board of Directors.
- Stockholders must give written notice between 90-120 days before annual meetings or between 90-120 days before special meetings to nominate directors or propose other business.
- A majority of outstanding shares constitutes a quorum. The Board Chairman or other officers preside over meetings and stockholders vote by plurality or majority, depending on the matter.
- Proxies can be authorized for up to 3 years unless specified otherwise. The Board can also fix record dates for determining stockholders.
This document outlines the code of regulations for Jo-Ann Stores, Inc. regarding shareholder meetings and voting procedures. Key details include:
- The annual shareholder meeting will be held on the first Monday of June each year at the company's principal office.
- Special shareholder meetings can be called by the board chair, president, directors, or shareholders holding 50% of outstanding shares.
- Notice of any shareholder meeting must be given 10-60 days prior to the meeting date.
- A majority of outstanding shares constitutes a quorum for voting at any shareholder meeting.
The document contains bylaws for Archer-Daniels-Midland Company that outline procedures for stockholder meetings. Key details include:
1) Annual meetings will be held at a time and place determined by the Board of Directors, where stockholders will elect directors and conduct business. Special meetings can be called by stockholders, directors, or officers.
2) Notice of any stockholder meeting must be given 10-60 days in advance and include time, place, and purpose of the meeting.
3) Stockholders wishing to propose business or nominate directors must provide notice to the Secretary 60-90 days before annual meetings or 10 days after special meeting notices.
This document outlines the bylaws of Owens & Minor, Inc. regarding meetings of shareholders and the board of directors. It discusses where shareholder and board meetings will take place, how notice will be provided, what constitutes a quorum, voting procedures, and rules regarding nominating directors and proposing other business. It also establishes committees like the executive committee and allows the board to form other committees. Finally, it specifies that the officers will consist of a CEO, President, Secretary, and Treasurer and allows for other officers to be elected.
This document outlines amended and restated bylaws for Terex Corporation. Key points include:
- Procedures for annual and special stockholder meetings, including requirements for submitting nominations of directors and proposals.
- Requirements for providing notice of stockholder meetings and fixing the record date.
- Quorum requirements and voting procedures for stockholder actions.
- Conduct of stockholder meetings and allowance for voting by proxy.
This document outlines the by-laws of Becton, Dickinson and Company. It details procedures for shareholder meetings, including annual meetings, special meetings, notices, quorums, voting, and order of business. It also covers the nomination and election of directors, including requirements for advance notice of nominations. Finally, it addresses actions that can be taken by written consent of shareholders without a meeting.
This document outlines the by-laws of Autozone, Inc. It discusses procedures for stockholder meetings, including annual meetings, notices of meetings, quorums, voting procedures. It also discusses the board of directors, including the number of directors, nominations, vacancies, meetings, and actions that can be taken without meetings. The by-laws provide the framework for how business is conducted and decisions are made within the corporation.
This document outlines the by-laws of Rockwell Automation, Inc. regarding meetings of shareholders. It specifies that annual meetings will be held to elect directors and conduct business, as determined by the Board of Directors. Special meetings may only be called by the Board of Directors. Notice of any shareholder meeting must be given between 10 and 60 days in advance. The by-laws also specify requirements for shareholders to nominate directors or propose other business, including disclosure of share ownership and provision of biographical information on nominees.
This document outlines procedures for meetings of stockholders of The Pantry Inc., including:
- Annual meetings are held for electing directors, while special meetings can be called by the Board of Directors.
- Stockholders must give written notice between 90-120 days before annual meetings or between 90-120 days before special meetings to nominate directors or propose other business.
- A majority of outstanding shares constitutes a quorum. The Board Chairman or other officers preside over meetings and stockholders vote by plurality or majority, depending on the matter.
- Proxies can be authorized for up to 3 years unless specified otherwise. The Board can also fix record dates for determining stockholders.
This document outlines the code of regulations for Jo-Ann Stores, Inc. regarding shareholder meetings and voting procedures. Key details include:
- The annual shareholder meeting will be held on the first Monday of June each year at the company's principal office.
- Special shareholder meetings can be called by the board chair, president, directors, or shareholders holding 50% of outstanding shares.
- Notice of any shareholder meeting must be given 10-60 days prior to the meeting date.
- A majority of outstanding shares constitutes a quorum for voting at any shareholder meeting.
The document contains bylaws for Archer-Daniels-Midland Company that outline procedures for stockholder meetings. Key details include:
1) Annual meetings will be held at a time and place determined by the Board of Directors, where stockholders will elect directors and conduct business. Special meetings can be called by stockholders, directors, or officers.
2) Notice of any stockholder meeting must be given 10-60 days in advance and include time, place, and purpose of the meeting.
3) Stockholders wishing to propose business or nominate directors must provide notice to the Secretary 60-90 days before annual meetings or 10 days after special meeting notices.
How foreign company establishes place of business in singaporeDVSResearchFoundatio
OBJECTIVE
Companies in Singapore are governed by the laws of Companies Act (the Act), originally enacted in 1967 and which has undergone significant amendments in 2014 and 2017. The Accounting and Corporate Regulatory Authority (ACRA) is the national regulator of business entities and corporate service providers in Singapore. A foreign company may carry on business in Singapore by transferring that Company’s registration from foreign country to Singapore or by registering the branch of the foreign Company in Singapore. In this webinar, we shall understand the provisions pertaining to registering the branch of a Foreign Company in Singapore as enshrined in the Act.
OBJECTIVE
Winding up is the final stage in the business cycle of a Company. It is the process of closing down the legal existence of a company. It can be done either by the Company on its own (voluntary winding up) or by an order passed by the Tribunal (compulsory winding up). The webinar covers the aspects of various provisions relating to meetings of creditors and contributories, advisory committee and Audit of Company Liquidator's accounts under winding up as enshrined in Companies Act, 2013.
OBJECTIVE
Companies in Singapore are governed by the laws of Companies Act (the Act), originally enacted in 1967 and which has undergone significant amendments in 2014 and 2017. The Accounting and Corporate Regulatory Authority (ACRA) is the national regulator of business entities and corporate service providers in Singapore. A foreign company may carry on business in Singapore by transferring that Company’s registration from foreign country to Singapore or by registering the branch of the foreign Company in Singapore. In this webinar, transfer of registration of foreign corporate entity to Singapore is covered. The provisions of Transfer of Registration are governed by Part XA of the Act read with Companies (Transfer of Registration) Regulations 2017.
The document outlines the bylaws of Weyerhaeuser Company, including provisions regarding:
1) The principal office and registered agent located in Federal Way, Washington.
2) Requirements for shareholder meetings, including annual meetings in April, special meetings called by the board of directors, and record dates for determining shareholders entitled to notice and voting.
3) Details on the board of directors, including the number of directors, nominations process, and requirements that director nominees must meet. Directors are elected by a majority of votes cast.
The document outlines the bylaws of Computer Sciences Corporation. It details the principal office location, procedures for annual and special stockholder meetings, requirements for submitting items and nominations for consideration at meetings, and election of directors. Key details include timelines for submitting proposals/nominations, information required to be provided, and requirements for stockholders to present submitted items at meetings.
The document discusses the requirements for annual general meetings (AGMs) and statutory meetings for companies in Malaysia. An AGM must be held once per calendar year to present annual accounts, declare dividends, appoint directors and auditors. A statutory meeting is the first meeting of shareholders that approves contracts specified in the prospectus and discusses the company's success in floating shares. It must be held within 6 months of the company starting business. Extraordinary general meetings can be called by directors or shareholders holding at least 10% of shares to address specific objectives.
The document discusses various types of company meetings like statutory meetings, annual general meetings, and meetings of directors. It provides details on the timing, notice requirements, agenda, and other procedures for statutory and annual general meetings. Some key points include:
- Statutory meetings must be held within 1-6 months of a company being entitled to commence business.
- Annual general meetings must be held every year within 6 months of the close of the financial year.
- Proper notice, agenda, quorum, and other procedures must be followed for meetings.
- Consequences for non-compliance with statutory meeting requirements include fines for directors.
Synopsis on Secretarial Standard on General Meetings CS Mohd Saqib
This document summarizes the key provisions of the Secretarial Standard on General Meetings as per the Companies Act, 2013. It outlines 31 provisions related to convening, conducting and recording minutes of general meetings. Some of the key highlights include requirements for notice period, quorum, presence of directors and auditors, appointment of proxies, contents and maintenance of minutes. The document also provides an annexure specifying the typical contents to be included in minutes and the report on the annual general meeting to be filed with the registrar.
This document summarizes various types of company meetings including statutory meetings, annual general meetings, extraordinary general meetings, directors' meetings, and proceedings at meetings. It provides details on the definition, occasion, notice requirements, purpose, and other procedural aspects of each type of meeting. Key points covered include that statutory meetings must be held within 3 months of business commencement, annual general meetings must be held yearly, and extraordinary meetings are for special occasions.
7 presentation meetings proxy and quorum etc 27[1].12.2007 2ankurarora55
The document summarizes statutory requirements for company meetings in India, including statutory meetings, extraordinary general meetings, annual general meetings, and requirements regarding quorum, notice periods, and proxies. It outlines what must be included in statutory reports, certification requirements, default penalties, business that can be conducted at different meeting types, and attendance and voting rules.
This document provides information about statutory meetings that must be held by certain types of companies under Indian law. It explains that a statutory meeting is the first general meeting that must be held by a public company limited by shares or guarantee within 1-6 months of receiving its business commencement certificate. The meeting allows members to discuss matters relating to the formation of the company such as property acquired, financial status, contracts, and receipts/payments. The document outlines the notice, agenda, report, and other procedural requirements for statutory meetings under the Companies Act.
This document outlines the by-laws of Schering-Plough Corporation as amended in February 2008. It addresses various topics in 3 or less sentences each:
The name and seal of the corporation are established. Shareholder meetings may be held annually with notice and a quorum required. Matters to be discussed must be included in advance notice to shareholders.
Shareholder action requires a meeting except if all shareholders consent in writing. The number of directors is set between 9-21, who are elected annually. A majority of votes can remove any director for cause.
The board of directors manages the corporation and fills any vacancies. Regular board meetings can be called without notice, while special meetings require notice.
OBJECTIVE
Winding up is the final stage in the business cycle of a Company. It is the process of closing down the legal existence of a company. It can be done either by the Company on its own (voluntary winding up) or by an order passed by the Tribunal (compulsory winding up). The webinar covers the aspects of various provisions relating to liabilities for offences and frauds committed by Officers of the Company and certain aspects of maintenance of books and papers of the Company as enshrined in the Companies Act, 2013.
Paramount-Care-Hospital-Inc.-Articles-of-Incorporation and By-Laws.pdfJhunMiranda
This document outlines the articles of incorporation for Paramount Care Hospital, Inc. It establishes the corporation, with the primary purpose of providing quality and affordable healthcare. It identifies the incorporators and initial directors, and establishes the principal place of business as General Santos City, Philippines. It also outlines the capital stock structure, initial subscriptions, and bylaws related to meetings, directors, and other governance matters.
This document discusses different types of company meetings under corporate law. It defines key meeting types like the annual general meeting (AGM), extraordinary general meeting (EGM), class meetings, and meetings called by members or court order. It outlines requirements for convening different meetings, such as who has authority to call them, notice periods, and quorum rules. Exceptions allow one person to constitute a meeting in certain circumstances, like if they are the sole shareholder of a class of shares. The document also provides case examples relating to issues like convening meetings when a quorum cannot be reached.
According to Section 96 of the Companies Act 2013, every company must hold an Annual General Meeting (AGM) within 9 months of the end of the financial year. The gap between two AGMs cannot exceed 15 months. Notice of at least 21 days must be given for an AGM, though a shorter notice is allowed with consent of 95% of members. Key details like time, place and agenda must be included in the notice. The company must file copies of annual returns and resolutions passed with the registrar within specified timelines.
The document summarizes standards for meetings of boards of directors and general meetings of companies in India. Some key points:
- Board meetings must be held at least once per quarter, with a maximum gap of 120 days between meetings. A quorum of at least 1/3 of directors or 2 directors, whichever is higher, is required.
- General meetings include annual general meetings that must be held annually within time limits prescribed by law, and extraordinary general meetings. Notice must be given to members at least 21 days in advance.
- Proxies allow members to appoint a representative to vote on their behalf. A member can appoint only one proxy, holding no more than 10% of shares, except members holding over
This document provides an overview of oppression, mismanagement and investigation under company law in India. It defines key terms like prospectus, membership and shareholding. It explains the types of prospectuses a company can issue and the required contents. It also discusses oppression and mismanagement under section 241 of the Companies Act, and the rights and liabilities of shareholders. The roles of the company law board and central government in investigations are also mentioned.
You & your brand shadow community & marketing 2.0 hamburg iCrossing
The document discusses how individuals and organizations need to manage their online presence and brand across social networks. It provides 10 rules for individuals to follow regarding their online identity and digital footprint. It also discusses how these same principles apply to organizations and their brand management in social media. The presentation provides a framework for developing a strategic and tactical approach for organizations to navigate the changing media landscape and communicate effectively online.
The document summarizes drilling activity and resource assessment of the Utica-Point Pleasant Shale in Ohio. It discusses how advances in drilling and hydraulic fracturing have allowed development of shale gas plays across the US. It provides background on the Utica-Point Pleasant Shale in Ohio, including its geology and estimates of recoverable gas and oil reserves based on volumetric calculations. The document aims to share information on this resource with industry while noting the preliminary nature of the reserve estimates.
How foreign company establishes place of business in singaporeDVSResearchFoundatio
OBJECTIVE
Companies in Singapore are governed by the laws of Companies Act (the Act), originally enacted in 1967 and which has undergone significant amendments in 2014 and 2017. The Accounting and Corporate Regulatory Authority (ACRA) is the national regulator of business entities and corporate service providers in Singapore. A foreign company may carry on business in Singapore by transferring that Company’s registration from foreign country to Singapore or by registering the branch of the foreign Company in Singapore. In this webinar, we shall understand the provisions pertaining to registering the branch of a Foreign Company in Singapore as enshrined in the Act.
OBJECTIVE
Winding up is the final stage in the business cycle of a Company. It is the process of closing down the legal existence of a company. It can be done either by the Company on its own (voluntary winding up) or by an order passed by the Tribunal (compulsory winding up). The webinar covers the aspects of various provisions relating to meetings of creditors and contributories, advisory committee and Audit of Company Liquidator's accounts under winding up as enshrined in Companies Act, 2013.
OBJECTIVE
Companies in Singapore are governed by the laws of Companies Act (the Act), originally enacted in 1967 and which has undergone significant amendments in 2014 and 2017. The Accounting and Corporate Regulatory Authority (ACRA) is the national regulator of business entities and corporate service providers in Singapore. A foreign company may carry on business in Singapore by transferring that Company’s registration from foreign country to Singapore or by registering the branch of the foreign Company in Singapore. In this webinar, transfer of registration of foreign corporate entity to Singapore is covered. The provisions of Transfer of Registration are governed by Part XA of the Act read with Companies (Transfer of Registration) Regulations 2017.
The document outlines the bylaws of Weyerhaeuser Company, including provisions regarding:
1) The principal office and registered agent located in Federal Way, Washington.
2) Requirements for shareholder meetings, including annual meetings in April, special meetings called by the board of directors, and record dates for determining shareholders entitled to notice and voting.
3) Details on the board of directors, including the number of directors, nominations process, and requirements that director nominees must meet. Directors are elected by a majority of votes cast.
The document outlines the bylaws of Computer Sciences Corporation. It details the principal office location, procedures for annual and special stockholder meetings, requirements for submitting items and nominations for consideration at meetings, and election of directors. Key details include timelines for submitting proposals/nominations, information required to be provided, and requirements for stockholders to present submitted items at meetings.
The document discusses the requirements for annual general meetings (AGMs) and statutory meetings for companies in Malaysia. An AGM must be held once per calendar year to present annual accounts, declare dividends, appoint directors and auditors. A statutory meeting is the first meeting of shareholders that approves contracts specified in the prospectus and discusses the company's success in floating shares. It must be held within 6 months of the company starting business. Extraordinary general meetings can be called by directors or shareholders holding at least 10% of shares to address specific objectives.
The document discusses various types of company meetings like statutory meetings, annual general meetings, and meetings of directors. It provides details on the timing, notice requirements, agenda, and other procedures for statutory and annual general meetings. Some key points include:
- Statutory meetings must be held within 1-6 months of a company being entitled to commence business.
- Annual general meetings must be held every year within 6 months of the close of the financial year.
- Proper notice, agenda, quorum, and other procedures must be followed for meetings.
- Consequences for non-compliance with statutory meeting requirements include fines for directors.
Synopsis on Secretarial Standard on General Meetings CS Mohd Saqib
This document summarizes the key provisions of the Secretarial Standard on General Meetings as per the Companies Act, 2013. It outlines 31 provisions related to convening, conducting and recording minutes of general meetings. Some of the key highlights include requirements for notice period, quorum, presence of directors and auditors, appointment of proxies, contents and maintenance of minutes. The document also provides an annexure specifying the typical contents to be included in minutes and the report on the annual general meeting to be filed with the registrar.
This document summarizes various types of company meetings including statutory meetings, annual general meetings, extraordinary general meetings, directors' meetings, and proceedings at meetings. It provides details on the definition, occasion, notice requirements, purpose, and other procedural aspects of each type of meeting. Key points covered include that statutory meetings must be held within 3 months of business commencement, annual general meetings must be held yearly, and extraordinary meetings are for special occasions.
7 presentation meetings proxy and quorum etc 27[1].12.2007 2ankurarora55
The document summarizes statutory requirements for company meetings in India, including statutory meetings, extraordinary general meetings, annual general meetings, and requirements regarding quorum, notice periods, and proxies. It outlines what must be included in statutory reports, certification requirements, default penalties, business that can be conducted at different meeting types, and attendance and voting rules.
This document provides information about statutory meetings that must be held by certain types of companies under Indian law. It explains that a statutory meeting is the first general meeting that must be held by a public company limited by shares or guarantee within 1-6 months of receiving its business commencement certificate. The meeting allows members to discuss matters relating to the formation of the company such as property acquired, financial status, contracts, and receipts/payments. The document outlines the notice, agenda, report, and other procedural requirements for statutory meetings under the Companies Act.
This document outlines the by-laws of Schering-Plough Corporation as amended in February 2008. It addresses various topics in 3 or less sentences each:
The name and seal of the corporation are established. Shareholder meetings may be held annually with notice and a quorum required. Matters to be discussed must be included in advance notice to shareholders.
Shareholder action requires a meeting except if all shareholders consent in writing. The number of directors is set between 9-21, who are elected annually. A majority of votes can remove any director for cause.
The board of directors manages the corporation and fills any vacancies. Regular board meetings can be called without notice, while special meetings require notice.
OBJECTIVE
Winding up is the final stage in the business cycle of a Company. It is the process of closing down the legal existence of a company. It can be done either by the Company on its own (voluntary winding up) or by an order passed by the Tribunal (compulsory winding up). The webinar covers the aspects of various provisions relating to liabilities for offences and frauds committed by Officers of the Company and certain aspects of maintenance of books and papers of the Company as enshrined in the Companies Act, 2013.
Paramount-Care-Hospital-Inc.-Articles-of-Incorporation and By-Laws.pdfJhunMiranda
This document outlines the articles of incorporation for Paramount Care Hospital, Inc. It establishes the corporation, with the primary purpose of providing quality and affordable healthcare. It identifies the incorporators and initial directors, and establishes the principal place of business as General Santos City, Philippines. It also outlines the capital stock structure, initial subscriptions, and bylaws related to meetings, directors, and other governance matters.
This document discusses different types of company meetings under corporate law. It defines key meeting types like the annual general meeting (AGM), extraordinary general meeting (EGM), class meetings, and meetings called by members or court order. It outlines requirements for convening different meetings, such as who has authority to call them, notice periods, and quorum rules. Exceptions allow one person to constitute a meeting in certain circumstances, like if they are the sole shareholder of a class of shares. The document also provides case examples relating to issues like convening meetings when a quorum cannot be reached.
According to Section 96 of the Companies Act 2013, every company must hold an Annual General Meeting (AGM) within 9 months of the end of the financial year. The gap between two AGMs cannot exceed 15 months. Notice of at least 21 days must be given for an AGM, though a shorter notice is allowed with consent of 95% of members. Key details like time, place and agenda must be included in the notice. The company must file copies of annual returns and resolutions passed with the registrar within specified timelines.
The document summarizes standards for meetings of boards of directors and general meetings of companies in India. Some key points:
- Board meetings must be held at least once per quarter, with a maximum gap of 120 days between meetings. A quorum of at least 1/3 of directors or 2 directors, whichever is higher, is required.
- General meetings include annual general meetings that must be held annually within time limits prescribed by law, and extraordinary general meetings. Notice must be given to members at least 21 days in advance.
- Proxies allow members to appoint a representative to vote on their behalf. A member can appoint only one proxy, holding no more than 10% of shares, except members holding over
This document provides an overview of oppression, mismanagement and investigation under company law in India. It defines key terms like prospectus, membership and shareholding. It explains the types of prospectuses a company can issue and the required contents. It also discusses oppression and mismanagement under section 241 of the Companies Act, and the rights and liabilities of shareholders. The roles of the company law board and central government in investigations are also mentioned.
You & your brand shadow community & marketing 2.0 hamburg iCrossing
The document discusses how individuals and organizations need to manage their online presence and brand across social networks. It provides 10 rules for individuals to follow regarding their online identity and digital footprint. It also discusses how these same principles apply to organizations and their brand management in social media. The presentation provides a framework for developing a strategic and tactical approach for organizations to navigate the changing media landscape and communicate effectively online.
The document summarizes drilling activity and resource assessment of the Utica-Point Pleasant Shale in Ohio. It discusses how advances in drilling and hydraulic fracturing have allowed development of shale gas plays across the US. It provides background on the Utica-Point Pleasant Shale in Ohio, including its geology and estimates of recoverable gas and oil reserves based on volumetric calculations. The document aims to share information on this resource with industry while noting the preliminary nature of the reserve estimates.
Eric Schnell gave a professorial lecture on March 20, 2014 about the dilemmas faced by scholars in keeping their work relevant given rapid changes in technology and communications. He discussed how emerging technologies from the 1990s like Gopher and the World Wide Web initially disrupted traditional scholarship but are now sustaining technologies. Schnell noted tensions between using new digital formats and relying on traditional peer-reviewed publications for tenure. While new formats engage many users, their academic value is still debated. The future may require more flexibility in evaluating work to accommodate new digital scholarship.
Teachers at Escola Básica de Lamaçães in Braga, Portugal read texts and poems from important Portuguese writers and poets such as Luís Vaz de Camões, Almeida Garrett, Fernando Pessoa, António Gedeão, David Mourão Ferreia, Natália Correia, and Florbela Espanca to the school community. Students from the Comenius Project photographed these events recalling Portuguese writers and poets as well as traditions.
The document promotes PBWorks, describing it as an online collaborative workspace that allows users to work together on a wiki. It is signed by Jaye A. H. Lapachet, the Manager of Library Services at Coblentz, Patch, Duffy & Bass LLP, and provides their contact information and links to the law firm's website for any questions about PBWorks or how it could benefit the firm.
This document lists activities available in Rome such as adventure, sketching, photography, excursions and art. It also mentions Rome as a location and provides the website StudyRome2014.com for more information.
This document discusses disease management and financial alignment in the Netherlands' healthcare system. It provides background on the rise of chronic diseases and the need for coordinated care models. The Netherlands is moving towards a new "functional pricing" model for outpatient chronic care, representing the next step in disease management. The document outlines the Dutch healthcare system and trends towards vertically integrated care networks. It also discusses the history of disease management approaches in the Netherlands from early transmural care programs to the current emphasis on patient-centered chronic condition management.
The document discusses a reef cleanup effort in Pattaya, Thailand on September 25th, 2010. It mentions taking a bus and boat ride out to an island for the cleanup project and shows a photo of someone named Mathieu relaxing with Calvin and Hobbes during the boat trip to the cleanup site.
The document discusses financial alignment of chronic healthcare in the Netherlands through the use of functional pricing. It describes the Dutch healthcare system and the development of disease management programs. Specifically, it discusses vertical integration between providers, the dominant role of general practitioners as gatekeepers, and the proposal of using outpatient Diagnosis Related Groups (DRGs) for chronic conditions, called Chain Diagnoses Treatment Combinations (CDTCs), as a new payment mechanism to reimburse costs and encourage disease management programs. Comparison to systems in other countries provides lessons for reforming healthcare systems through financial alignment of providers and payers.
The document summarizes the history of pollution in Lake Erie and efforts to reduce phosphorus levels. It identifies key causes of pollution over time, including sediment, sewage, overfishing, chemicals, nutrients, and invasive species. Sources of phosphorus include land use, discharges, resource exploitation, and invasive species introduction. Agriculture is identified as a key nonpoint source of phosphorus, though levels of inputs from fertilizer, manure, and biosolids have decreased. Recommendations focus on improving nutrient management practices in agriculture to reduce dissolved reactive phosphorus runoff. Ongoing monitoring and research aim to evaluate the impacts of changes and ensure phosphorus reductions are achieved.
The document is a Form 8-K filed by The Goodyear Tire & Rubber Company with the SEC on May 22, 2007. It announces that the company entered into an underwriting agreement to sell over 22 million shares of its common stock in a public offering at $33 per share, for total proceeds of over $750 million. The underwriters exercised their option to purchase additional shares. The company's general counsel issued a legality opinion on the shares offering. The proceeds will be used for general corporate purposes.
The document outlines the corporate governance guidelines for Tesoro Corporation's Board of Directors. It discusses the board's authority, composition, director responsibilities, and oversight of management. Key points include: the board delegates authority to management but retains corporate authority; the majority of board members must be independent directors; directors are expected to attend board and shareholder meetings; and the board oversees management's performance and succession planning through annual evaluations.
This document provides information about cardiopulmonary resuscitation (CPR) from Rukhsana Qasim of the Federal Civil Defence Training School in Karachi. It explains that CPR involves rescue breathing and chest compressions to provide oxygen to the brain and heart during cardiac arrest. Without oxygen for more than 4-6 minutes, brain damage can occur. The document outlines the steps to perform CPR for adults, including opening the airway, checking for breathing, giving breaths, and administering chest compressions. It stresses the importance of immediately calling for emergency help while performing CPR.
El documento describe las fases del ciclo ovárico, incluyendo la folicular, ovulación y luteínica. Durante la fase folicular, los folículos crecen bajo la influencia de las hormonas FSH y LH hasta que uno alcanza madurez y ovula. La ovulación ocurre entre los días 13-15 y involucra la ruptura del folículo maduro. Luego en la fase luteínica, el folículo rupturado se transforma en un cuerpo lúteo que secreta progesterona para preparar el útero para un posible
This document summarizes interviews with three Dutch photographers about their work photographing landscapes in the Netherlands. Ron Ter Burg discusses how important preparation and patience are for landscape photography, and that he enjoys photographing sunsets, especially in September. Anton Corbijn notes that he began photographing with his father's camera and was drawn to photographing musicians because he wanted to be involved with music in some way. Robin Utrecht uses high-end Nikon cameras and notes that as a professional photographer, he still must prove himself with each new project to remain competitive.
Este documento presenta el plan de varias reuniones para profesores y personal de un colegio. Las reuniones cubren temas como la implementación de nuevas políticas educativas, mejorar el plan de tutoría, organizar un evento escolar y establecer objetivos para el próximo año escolar. Cada reunión describe su propósito, coordinador, metodología y duración.
This document outlines the by-laws of Autozone, Inc. regarding meetings of stockholders. It specifies that the annual meeting will be held each year to elect directors and conduct business, and stockholders must give advance notice to the Secretary of any additional business to be addressed. It also describes how special meetings may be called, the information that must be provided to stockholders prior to meetings, and requirements for stockholder lists and quorums. Stockholders may only take actions at annual or special meetings and not by written consent without a meeting.
This document outlines amended and restated bylaws for Terex Corporation. Key points include:
- Details meeting procedures and requirements for annual and special stockholder meetings, including notice periods, place of meetings, quorum, and voting.
- Specifies requirements for stockholder nominations for the board of directors and proposals of other business to be conducted at meetings.
- Establishes provisions for fixing record dates, maintaining voting records, and use of proxies.
This document outlines the bylaws of Owens & Minor, Inc. regarding meetings of shareholders and directors.
It specifies details such as the timing and notification requirements for annual shareholder meetings, what constitutes a quorum, voting procedures, and the process for nominating directors or proposing other business. Shareholders must give advance notice to the Secretary of any intent to nominate directors or propose other business to be considered at the annual meeting. The Chairman of the Board has the power to determine if any nominations or proposals were made in accordance with the bylaw procedures.
This document outlines amended and restated bylaws for Office Depot, Inc. It addresses topics such as locations of registered offices, requirements for stockholder meetings, procedures for voting, and rules regarding actions taken by written consent. Key details include allowing the CEO to determine the annual stockholder meeting date and location, requiring at least 10 days notice for stockholder meetings, establishing quorum as a majority of outstanding shares, and permitting actions by written consent with consent forms signed by the required minimum number of stockholders.
This document outlines amended and restated bylaws for Office Depot, Inc. Key points include:
- It establishes procedures for stockholder meetings, including annual meetings, special meetings, notice requirements, and quorum.
- It details voting procedures for stockholders, including majority vote requirements for most matters and plurality vote for contested director elections.
- It includes a resignation policy requiring directors who do not receive a majority of votes to resign, subject to board review.
- It allows for stockholder action by written consent without a meeting under certain conditions.
This document outlines the bylaws of The Pantry Inc. regarding meetings of stockholders. It discusses annual meetings, special meetings, notice requirements, quorums, voting procedures, and rules for stockholders to propose business or nominations at annual meetings. Key details include requirements that notice of meetings be given 10-60 days in advance, that a majority of shares constitutes a quorum, and that stockholders must meet certain criteria to propose other business or nominations at annual meetings.
- The bylaws outline the governance structure for Tech Data Corporation, including provisions for stockholder meetings, the board of directors, and officers.
- The principal office is located in Clearwater, Florida. Annual stockholder meetings will be held within 5 months of the fiscal year end. Special meetings can be called by the CEO, board, or stockholders holding at least 10% of shares.
- The board will have between 1-13 directors, divided into three classes with staggered terms. Regular board meetings will be held without notice, while special meetings require 2 days' notice. A majority of directors constitutes a quorum for board meetings.
This document outlines the bylaws of Advanced Micro Devices, Inc. regarding meetings of stockholders and the nomination of directors.
Key details include:
1) Stockholders must give advance notice between 90-120 days before the annual meeting to propose other business or nominate directors.
2) The notice must include information about the stockholder, the nominees, the proposed business, and any interests or arrangements related to the proposal.
3) Updates may be required within specified timeframes prior to the meeting.
The bylaws establish an orderly process for stockholder proposals and nominations at annual and special meetings.
The bylaws outline procedures for annual and special stockholder meetings, including requirements for notice, place of meetings, quorum, voting, and remote participation. Stockholder meetings must be held annually to elect directors and conduct business, and can also be called as special meetings. At least 7% of stock entitled to vote is needed for a quorum. Directors are elected by majority vote of stock present and voting.
The document outlines the bylaws of CSX Corporation regarding shareholder meetings and procedures. Some key points:
- The annual meeting can be held between March and June as designated by the Board of Directors. Special meetings can be called by the Board or shareholders holding at least 15% of shares.
- Notice of any shareholder meeting must be given between 10-60 days before the meeting. The Board can also set the record date for determining shareholders entitled to vote or receive dividends.
- To nominate directors or propose other business at the annual meeting, a shareholder must submit notice between 120-90 days before the meeting with details of the nomination or proposal.
The document outlines the bylaws of CSX Corporation regarding shareholder meetings and procedures. Some key points:
- The annual meeting can be held between March and June as designated by the Board of Directors. Special meetings can be called by the Board or shareholders holding at least 15% of shares.
- Notice of any shareholder meeting must be given between 10-60 days before the meeting. The Board can also set the record date for determining shareholders entitled to vote or receive dividends.
- To nominate directors or propose other business at the annual meeting, a shareholder must submit notice between 120-90 days before the meeting with details of the nomination or proposal.
These forms are provided as informational templates and may not be appropriate for a given situation without consulting an attorney. The document contains sample bylaws for a corporation, including sections on offices, shareholders, directors, meetings, voting procedures, and informal actions. Users are warned that the forms may not apply in all jurisdictions and their specific facts require legal review before using the templates.
The document provides amended and restated bylaws for Cisco Systems, Inc. that were last amended on March 22, 2007. Key details include:
- The annual shareholder meeting will be held each year on the second Thursday in November at 10:00 am at the company's principal office.
- Special shareholder meetings can be called by the Chairman, CEO, President, Board of Directors, or shareholders holding at least 10% of voting shares.
- Notice of any shareholder meeting must be given to shareholders no less than 10 days before a meeting, informing them of time, place, and business to be discussed.
The operating agreement forms Saints and Barrels LLC, a New York limited liability company owned equally by Jorge Sanchez and Gabino L. Legrand. It establishes the company's purpose, governance structure, and financial obligations of its members. Key terms include allocating profits/losses proportionally based on ownership, requiring unanimous member approval for additional capital contributions, and allowing members to transfer their interests to new members with written consent.
Bba 1 ibo u 4 company secretary& company meetingsRai University
The document discusses the roles and responsibilities of company secretaries. It begins by defining what a secretary is and their meaning under law. It then outlines the various roles a secretary plays as a servant, agent, and officer of the company. As agent, they are responsible for administrative matters but should not mix personal interests. As officer, they are entitled to certain rights and ensure affairs are legal. As advisor, they guide directors and oversee daily activities. The document also details qualification requirements, appointment process, rights and duties of secretaries. It concludes by covering topics like types of company meetings, when they are held, and business conducted.
This document outlines the by-laws of Integrys Energy Group, Inc. as of February 12, 2009. It discusses the principal office, registered office, annual shareholder meetings, special shareholder meetings, place of shareholder meetings, notice requirements for shareholder meetings, and establishing a record date to determine shareholders entitled to vote. Key details include requirements for annual elections of directors, who can call special meetings, the process for shareholders to demand a special meeting, and timelines for notices of meetings.
Memorandum of incorporation approved 26 11 13Adriaan Gie
The memorandum of incorporation is for The One Hundred and Three Home Owners Association NPC. It establishes the association to manage collective interests for its members regarding common property. Key details include:
- Membership is limited to owners of the 206 cluster and garage erven.
- The association has powers to collect levies from members and maintain common areas.
- Directors are appointed to manage the association and collect funds.
- General meetings allow members to vote on important issues like levies.
- Rules govern members' use of common areas and obligations to the association.
The memorandum of incorporation is for The One Hundred and Three Home Owners Association NPC. It establishes the association to manage collective interests for its members regarding common property. Key details include:
- Membership is limited to owners of the 206 cluster and garage erven.
- The association has powers to collect levies from members and maintain common areas.
- Directors are appointed to manage the association and collect funds.
- General meetings allow members to vote on important issues like levies.
- Rules govern members' use of common areas and obligations to the association.
This document provides details about various types of company meetings under Indian law. It discusses statutory meetings that must be held by public companies within 6 months of incorporation to discuss matters from the prospectus. It also describes annual general meetings that all companies must hold every year within 15 months of the previous meeting. The key requirements for annual general meetings are outlined, such as providing at least 21 days notice to shareholders and including annual reports. Failure to hold an annual general meeting can result in applications to the Company Law Board to direct a meeting. In summary, the document defines statutory and annual general meetings for companies in India and their legal requirements.
This document outlines the by-laws of CSA Makati 91, Inc. It discusses the organization of meetings of members, including annual meetings, monthly/special meetings, notices of meetings, quorums, and voting procedures. It also outlines the structure of the Board of Trustees, including their powers and duties, qualifications for trustees, vacancies, and terms. Finally, it discusses the election and roles of officers, including the Executive Director, Deputy Executive Director, Secretary, Treasurer, and Auditor. Committees and functions are also established for a Homecoming Committee and Outreach Committee.
View Summary Manpower Inc. Withdraws Fourth Quarter 2008 Guidance 12/22/2008finance12
Manpower Inc. withdrew its fourth quarter 2008 guidance due to continued declines in the global labor markets and changes in foreign currencies. The company experienced a 20% revenue decline in the two months ended November 30, 2008 compared to the prior year. As a result of the weaker operating environment, Manpower Inc. will take restructuring charges related to employee severance and office closures in the fourth quarter. Despite the economic challenges, the company's liquidity and financial strength remains strong with $675 million in cash and $182 million in net debt as of the end of November.
The document is the 1999 annual report of Manpower Inc. It discusses the company's financial highlights for 1999, including increased systemwide sales, revenues, and operating margin compared to previous years. It summarizes the company's strategies to focus on providing workforce solutions, investing in technology, improving efficiency, and expanding in professional and specialty staffing. The report discusses how these strategies helped drive growth while improving profitability in 1999.
Manpower provided staffing solutions for a variety of clients around the world in 2000. Some key examples include:
1) Manpower Venezuela used a performance-based compensation model to win staffing contracts for three call centers in Venezuela.
2) In Australia, the Defense Force outsourced its military recruitment to Manpower due to their ability to provide a full-service solution.
3) In North Carolina, Manpower's workforce program helped IBM achieve significant contractor staffing cost savings.
This document highlights Manpower's global reach and ability to customize staffing solutions to meet the diverse needs of clients around the world.
The document is Manpower Inc.'s 2001 annual report. It summarizes that in 2001:
- Systemwide sales decreased 5.3% to $11.8 billion due to a weaker global economy and strengthening US dollar.
- Revenues decreased 3.3% and operating profit declined 23.6% as revenue growth slowed but investments continued.
- Earnings per share decreased 27% to $1.62 primarily due to currency exchange impacts. The company remained focused on providing skilled employees and workforce solutions to customers during economic uncertainty.
The document discusses Manpower's performance and strategies during a period of economic uncertainty in 2002. It summarizes that Manpower strengthened its financial position, improved efficiency, expanded services, and increased customer relationships despite challenging market conditions. Manpower emerged stronger and confident in its leadership position. The speed of work increased pressure on companies, but Manpower provided flexibility and quality service to help customers.
This document contains a long list of place names from around the world arranged in no clear order. The places span multiple continents and countries, including locations in France, Italy, Germany, Japan, Canada, Mexico, Argentina and many others.
The document is Manpower Inc.'s 2004 annual report. It discusses Manpower's 57-year history of providing temporary staffing solutions and how it has expanded its services over time. It also discusses how the world of work is constantly changing and how Manpower continues to adapt its solutions to help clients with their HR strategies and market competition. The report features perspectives from clients, including IBM's vice president of global talent discussing how IBM partners with Manpower for just-in-time talent management to source skills globally on demand.
This document is Manpower Inc.'s 2005 annual report. It summarizes the company's financial performance for 2005, noting revenues exceeded $16 billion, a 7.7% increase over 2004. Net income increased 8% to $260 million. It also discusses strategic moves taken in 2005 to expand operations in emerging markets like China and India. Finally, it describes the company's rebranding effort, launching a new logo and tagline - "What do you do?" - to reflect its expanded services beyond temporary staffing.
Manpower Inc. reported record financial results in 2006. Revenues increased 10.8% to $17.6 billion and net earnings increased 53% to $398 million. The company's stock price rose 61% in 2006, outperforming the broader market. Operating profit increased 24% to $532 million due to growth in business and effective cost management across regions. The company has transitioned to focus on providing a wider range of employment services beyond temporary staffing alone. The rebranding launched in 2006 aligned the company's image with this strategic transition and positioned Manpower for continued strong performance.
Manpower Inc. had record revenues and earnings in 2007. Revenues increased 17% to $20.5 billion while net earnings grew 22% to $484.7 million. The company has diversified its services over the past decade to include specialty services beyond temporary staffing, such as permanent recruitment and leadership development. This has improved profit margins and reduced sensitivity to economic cycles. Investments in new services like recruitment process outsourcing have positioned Manpower for continued growth.
The Goodyear Tire & Rubber Company issued notices to partially redeem outstanding notes. It will redeem $140 million of its 9% Senior Notes due 2015 at 109% of par value, and $175 million of its 8.625% Senior Notes due 2011 at 108.625% of par value. Both redemptions will occur on June 29, 2007. Goodyear is using proceeds from a recent equity offering of common stock to fund the redemptions, as allowed under provisions permitting redemption of up to 35% of notes with equity offering proceeds.
The document is an SEC filing by The Goodyear Tire & Rubber Company that provides an adjusted Item 6 of their 2006 Annual Report on Form 10-K. The adjustments correct references in certain footnotes to Item 6 from "income/loss from continuing operations" to "net income/loss" as the results included discontinued operations. Item 6 provides selected financial data for Goodyear from 2002-2006, including net sales, income/loss, income/loss per share, total assets, long term debt, and shareholders' equity. Footnotes provide additional details on items affecting results in certain years.
South Dakota State University degree offer diploma Transcriptynfqplhm
办理美国SDSU毕业证书制作南达科他州立大学假文凭定制Q微168899991做SDSU留信网教留服认证海牙认证改SDSU成绩单GPA做SDSU假学位证假文凭高仿毕业证GRE代考如何申请南达科他州立大学South Dakota State University degree offer diploma Transcript
Every business, big or small, deals with outgoing payments. Whether it’s to suppliers for inventory, to employees for salaries, or to vendors for services rendered, keeping track of these expenses is crucial. This is where payment vouchers come in – the unsung heroes of the accounting world.
How to Identify the Best Crypto to Buy Now in 2024.pdfKezex (KZX)
To identify the best crypto to buy in 2024, analyze market trends, assess the project's fundamentals, review the development team and community, monitor adoption rates, and evaluate risk tolerance. Stay updated with news, regulatory changes, and expert opinions to make informed decisions.
What Lessons Can New Investors Learn from Newman Leech’s Success?Newman Leech
Newman Leech's success in the real estate industry is based on key lessons and principles, offering practical advice for new investors and serving as a blueprint for building a successful career.
13 Jun 24 ILC Retirement Income Summit - slides.pptxILC- UK
ILC's Retirement Income Summit was hosted by M&G and supported by Canada Life. The event brought together key policymakers, influencers and experts to help identify policy priorities for the next Government and ensure more of us have access to a decent income in retirement.
Contributors included:
Jo Blanden, Professor in Economics, University of Surrey
Clive Bolton, CEO, Life Insurance M&G Plc
Jim Boyd, CEO, Equity Release Council
Molly Broome, Economist, Resolution Foundation
Nida Broughton, Co-Director of Economic Policy, Behavioural Insights Team
Jonathan Cribb, Associate Director and Head of Retirement, Savings, and Ageing, Institute for Fiscal Studies
Joanna Elson CBE, Chief Executive Officer, Independent Age
Tom Evans, Managing Director of Retirement, Canada Life
Steve Groves, Chair, Key Retirement Group
Tish Hanifan, Founder and Joint Chair of the Society of Later life Advisers
Sue Lewis, ILC Trustee
Siobhan Lough, Senior Consultant, Hymans Robertson
Mick McAteer, Co-Director, The Financial Inclusion Centre
Stuart McDonald MBE, Head of Longevity and Democratic Insights, LCP
Anusha Mittal, Managing Director, Individual Life and Pensions, M&G Life
Shelley Morris, Senior Project Manager, Living Pension, Living Wage Foundation
Sarah O'Grady, Journalist
Will Sherlock, Head of External Relations, M&G Plc
Daniela Silcock, Head of Policy Research, Pensions Policy Institute
David Sinclair, Chief Executive, ILC
Jordi Skilbeck, Senior Policy Advisor, Pensions and Lifetime Savings Association
Rt Hon Sir Stephen Timms, former Chair, Work & Pensions Committee
Nigel Waterson, ILC Trustee
Jackie Wells, Strategy and Policy Consultant, ILC Strategic Advisory Board
In World Expo 2010 Shanghai – the most visited Expo in the World History
https://www.britannica.com/event/Expo-Shanghai-2010
China’s official organizer of the Expo, CCPIT (China Council for the Promotion of International Trade https://en.ccpit.org/) has chosen Dr. Alyce Su as the Cover Person with Cover Story, in the Expo’s official magazine distributed throughout the Expo, showcasing China’s New Generation of Leaders to the World.
Budgeting as a Control Tool in Government Accounting in Nigeria
Being a Paper Presented at the Nigerian Maritime Administration and Safety Agency (NIMASA) Budget Office Staff at Sojourner Hotel, GRA, Ikeja Lagos on Saturday 8th June, 2024.
Discover the Future of Dogecoin with Our Comprehensive Guidance36 Crypto
Learn in-depth about Dogecoin's trajectory and stay informed with 36crypto's essential and up-to-date information about the crypto space.
Our presentation delves into Dogecoin's potential future, exploring whether it's destined to skyrocket to the moon or face a downward spiral. In addition, it highlights invaluable insights. Don't miss out on this opportunity to enhance your crypto understanding!
https://36crypto.com/the-future-of-dogecoin-how-high-can-this-cryptocurrency-reach/
Monthly Market Risk Update: June 2024 [SlideShare]Commonwealth
Markets rallied in May, with all three major U.S. equity indices up for the month, said Sam Millette, director of fixed income, in his latest Market Risk Update.
For more market updates, subscribe to The Independent Market Observer at https://blog.commonwealth.com/independent-market-observer.
The Rise and Fall of Ponzi Schemes in America.pptxDiana Rose
Ponzi schemes, a notorious form of financial fraud, have plagued America’s investment landscape for decades. Named after Charles Ponzi, who orchestrated one of the most infamous schemes in the early 20th century, these fraudulent operations promise high returns with little or no risk, only to collapse and leave investors with significant losses. This article explores the nature of Ponzi schemes, notable cases in American history, their impact on victims, and measures to prevent falling prey to such scams.
Understanding Ponzi Schemes
A Ponzi scheme is an investment scam where returns are paid to earlier investors using the capital from newer investors, rather than from legitimate profit earned. The scheme relies on a constant influx of new investments to continue paying the promised returns. Eventually, when the flow of new money slows down or stops, the scheme collapses, leaving the majority of investors with substantial financial losses.
Historical Context: Charles Ponzi and His Legacy
Charles Ponzi is the namesake of this deceptive practice. In the 1920s, Ponzi promised investors in Boston a 50% return within 45 days or 100% return in 90 days through arbitrage of international reply coupons. Initially, he paid returns as promised, not from profits, but from the investments of new participants. When his scheme unraveled, it resulted in losses exceeding $20 million (equivalent to about $270 million today).
Notable American Ponzi Schemes
1. Bernie Madoff: Perhaps the most notorious Ponzi scheme in recent history, Bernie Madoff’s fraud involved $65 billion. Madoff, a well-respected figure in the financial industry, promised steady, high returns through a secretive investment strategy. His scheme lasted for decades before collapsing in 2008, devastating thousands of investors, including individuals, charities, and institutional clients.
2. Allen Stanford: Through his company, Stanford Financial Group, Allen Stanford orchestrated a $7 billion Ponzi scheme, luring investors with fraudulent certificates of deposit issued by his offshore bank. Stanford promised high returns and lavish lifestyle benefits to his investors, which ultimately led to a 110-year prison sentence for the financier in 2012.
3. Tom Petters: In a scheme that lasted more than a decade, Tom Petters ran a $3.65 billion Ponzi scheme, using his company, Petters Group Worldwide. He claimed to buy and sell consumer electronics, but in reality, he used new investments to pay off old debts and fund his extravagant lifestyle. Petters was convicted in 2009 and sentenced to 50 years in prison.
4. Eric Dalius and Saivian: Eric Dalius, a prominent figure behind Saivian, a cashback program promising high returns, is under scrutiny for allegedly orchestrating a Ponzi scheme. Saivian enticed investors with promises of up to 20% cash back on everyday purchases. However, investigations suggest that the returns were paid using new investments rather than legitimate profits. The collapse of Saivian l
1. BY-LAWS
of
CONSTELLATION ENERGY GROUP, INC.
Amended as of July 18, 2008
2. ARTICLE I
OFFICES AND HEADQUARTERS
Section 1. - Name.
The name of the corporation is Constellation Energy Group, Inc. (the “Corporation”).
Section 2. - Offices.
The principal office of the Corporation is 750 East Pratt Street, Baltimore, Maryland 21202. The
Corporation may also have other offices at such other places, either within or without the State of Maryland, as
the Board of Directors of the Corporation (the “Board”) may determine or as the activities of the Corporation
may require.
ARTICLE II
STOCKHOLDERS
Section 1. - Place of Meetings.
Meetings of stockholders of the Corporation shall be held at such places, either within or without the State
of Maryland as may be fixed from time to time by the Board and stated in the notice of meeting or in a duly
executed waiver of notice thereof.
Section 2. - Annual Meetings.
The Annual Meeting of the stockholders for the election of directors and for the transaction of general
business shall be held on the date and at the time and location determined by the Board. Failure to hold an
Annual Meeting does not invalidate the Corporation’s existence or affect any otherwise valid corporate acts.
The Chief Executive Officer of the Corporation shall prepare, or cause to be prepared, an annual report
containing a full and correct statement of the affairs of the Corporation, including a balance sheet and a
financial statement of operations for the preceding fiscal year, which shall be submitted to the stockholders at or
prior to the Annual Meeting.
Section 3. - Special Meetings.
Special meetings of the stockholders may be held in the City of Baltimore or in any county in which
the Corporation provides service or owns property upon call by the Chairman of the Board, President or a
majority of the Board whenever they deem expedient, or by the Secretary upon the written request of the
holders of shares entitled to cast not less than a majority of all the votes entitled to be cast at such meeting.
Such request of the stockholders shall state the purpose or purposes of the meeting and the matters proposed to
be acted on and shall be delivered to the Secretary, who shall inform such stockholders of the reasonably
estimated cost of preparing and mailing such notice of the meeting, and upon payment to the Corporation of
such costs the Secretary shall give notice stating the purpose or purposes of the meeting in accordance with
Section 4 of this Article II. If a special meeting is to be called at the request of stockholders as contemplated by
this Section 3, the Corporation may request that each stockholder who has requested the meeting provide the
information that the stockholder would be required to provide by Section 5(b) of this Article II if the matter or
matters proposed to be acted on at the special meeting were being proposed by the stockholder for action at an
Annual Meeting. Such information shall be provided within 10 days after the written request by the
3. Corporation. The business at all special meetings shall be confined to that specifically named in the notice
thereof.
Section 4. - Notice and Waiver; Organization of Meeting.
When stockholders are required or permitted to take any action at a meeting whether special or annual,
notice in writing or by electronic transmission of every meeting shall be given to each stockholder entitled to
vote at the meeting and each other stockholder entitled to notice of the meeting. The notice shall state the
place, day, and hour of such meeting and, in the case of a special meeting, the purpose or purposes for which
the meeting is called. The notice of any meeting shall be given not less than 10 or more than 90 days before the
date of the meeting. Notice is given to a stockholder when it is personally delivered to him or her, left at his or
her residence or usual place of business, mailed to the stockholder or transmitted to the stockholder by an
electronic transmission to any address or number of the stockholder at which the stockholder receives electronic
transmissions. If the Corporation has received a request from a stockholder that notice not be sent by electronic
transmission, the Corporation may not provide notice to that stockholder by electronic transmission. If mailed,
notice shall be deemed given when deposited with the United States Postal Service, postage prepaid, addressed
to the stockholder at his or her address as it appears on the records of the Corporation or its registrar. The
business at all special meetings shall be confined to that specifically named in the notice thereof.
When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting
if the time and place thereof are announced at the meeting at which the adjournment is taken unless the
adjournment is to a date that is more than 120 days after the original record date, or a new record date is fixed
for the adjourned meeting, in which circumstances a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting. At the adjourned meeting the Corporation may transact
any business which might have been transacted at the original meeting.
Notice of any meeting of stockholders may be waived in writing by any stockholders entitled to vote at
such meeting. Attendance at a meeting by any stockholder, in person or by proxy, shall constitute a waiver of
notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or
convened.
All meetings of the stockholders shall be called to order by the Chairman of the Board, or in his or her
absence by the President, a Vice President, or the Secretary. The party calling the meeting to order shall be
chairman of the meeting. The Secretary of the Corporation, if present, shall act as secretary of the meeting,
unless some other person shall be appointed by the chairman of the meeting at the meeting to act as secretary.
An accurate record of the meeting shall be kept by the secretary thereof, and placed in the record books of the
Corporation.
Section 5. - Order of Business.
(a) At any Annual Meeting, only such business shall be conducted as shall have been brought before
the Annual Meeting (i) by or at the direction of the Board, or (ii) by any stockholder who complies
with the procedures set forth in this Section 5.
(b) For nominations or other business to be brought properly before an Annual Meeting by a
stockholder, the stockholder must have given timely notice thereof in proper written form to the
Secretary of the Corporation. To be timely, a stockholder’s notice must be delivered to or mailed
and received at the principal office of the Corporation not less than 75 days prior to the anniversary
of the date on which notice of the prior year’s Annual Meeting was given to stockholders in
accordance with Section 4 of this Article II; provided, however, if the date of the Annual Meeting
2
4. is more than 30 days earlier or more than 60 days later than such anniversary date, notice by the
stockholder, to be timely, must be so delivered or received not more than 120 days prior to such
annual meeting and not less than the later of 90 days prior to such annual meeting or 10 days
following the day on which public announcement of the date of such meeting is first made.
Notices sent by facsimile or electronically will not be accepted by the Secretary of the Corporation.
To be in proper written form, a stockholder’s notice to the Secretary shall set forth in writing as to
each nomination or other matter the stockholder proposes to bring before the Annual Meeting:
(i) (A) As to each person whom the stockholder proposes to nominate for election or re-election
as a Director:
(1) all information relating to such person that is required to be disclosed in solicitations
of proxies for election of Directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934 (the “Exchange Act”) or
any applicable successor provisions thereto, including such person’s written consent
to being named in the proxy statement as a nominee and to serving as a Director if
elected;
(2) a description of all direct and indirect compensation and other material monetary
agreements, arrangements and understandings during the past three years, and any
other material relationships, between or among the stockholder giving the notice and,
if applicable, the beneficial owner on whose behalf the notice is given, and their
respective affiliates and associates, or others acting in concert therewith on the one
hand, and the nominee, and his or her respective affiliates and associates, or others
acting in concert therewith, on the other hand, including all information that would be
required to be disclosed pursuant to Item 404 of Regulation S-K if the stockholder
making the nomination and, if applicable, the beneficial owner on whose behalf the
nomination is made, or any affiliate or associate thereof or person acting in concert
therewith, were the “registrant” for purposes of such item and the nominee were a
director or executive officer of such registrant; and
(3) a representation by the stockholder making the nomination, or on behalf of any
beneficial owner on whose behalf the nomination is made, stating either that the
proposed nominee is, or that he or she is not, eligible to serve as an “independent”
Director as that term is defined in the Corporation’s Corporate Governance Guidelines
as then in effect, accompanied by such information as is reasonably necessary to
support the representation.
In addition to the representation and information provided by a stockholder pursuant to item
(A)(3) of this Section 5(b)(i), the Corporation may require the proposed nominee to furnish
information that the Corporation considers appropriate to determine the proposed nominees’
eligibility to serve as an independent director or that the Corporation determines could be
material to a reasonable stockholder’s understanding of the independence, or lack thereof, of
the proposed nominee.
(B) As to the stockholder giving the notice and, if applicable, the beneficial owner of
stock on whose behalf the nomination is made:
the name and address of the stockholder as they appear on the Corporation’s books
(1)
and of the beneficial owner, if any;
(2) the class and number of shares of stock of the Corporation which are beneficially
owned by the stockholder and by the beneficial owner, if any, as of the date of the
3
5. notice, and a representation that the stockholder will notify the Corporation in writing
of the class and number of shares of stock of the Corporation owned of record and
beneficially as of the record date for the meeting promptly following the later of the
record date or the date notice of the record date is first publicly disclosed;
(3) a description of any agreement, arrangement or understanding with respect to such
nomination between or among the stockholder, the beneficial owner, if any, of their
respective affiliates or associates and any others (including their names) acting in
concert with any of the foregoing, and a representation that the stockholder will notify
the Corporation in writing of any such arrangement, agreement or understanding in
effect as of the record date for the meeting promptly following the later of the record
date or the date notice of the record date is first publicly disclosed;
(4) a description of any agreement, arrangement or understanding (including any
derivative or short positions, profits interests, options, hedging transactions and
borrowed or loaned shares) that has been entered into as of the date of the
stockholder’s notice by, or on behalf of, the stockholder, the beneficial owner, if any,
or any of their respective affiliates or associates, the effect or intent of which is to
mitigate loss to, manage risk or benefit of share price changes for, or increase or
decrease the voting power of any of them with respect to shares of stock of the
Corporation, and a representation that the stockholder will notify the Corporation in
writing of any such agreement, arrangement or understanding in effect as of the
record date for the meeting promptly following the later of the record date or the date
notice of the record date is first publicly disclosed;
(5) a representation that the stockholder or the beneficial owner, if any, is the holder of
record or beneficial owner of shares of stock of the Corporation entitled to vote at the
meeting and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; and
(6) a representation whether the stockholder or the beneficial owner, if any, intends to
deliver a proxy statement or form of proxy to holders of the Corporation’s outstanding
shares of stock or otherwise to solicit proxies from stockholders in support of the
nomination and a description of such intended actions.
(ii) as to any other business that the stockholder proposes to bring before the meeting:
(A) a brief description of the business desired to be brought before the Annual Meeting
and the reasons for conducting such business at the Annual Meeting;
(B) the name and address of the stockholder as they appear on the Corporation’s books
and of the beneficial owner, if any, on whose behalf the proposal is made;
(C) the class and number of shares of stock of the Corporation which are beneficially
owned by the stockholder and by the beneficial owner, if any, as of the date of the
notice, and a representation that the stockholder will notify the Corporation in writing
of the class and number of shares of stock of the Corporation owned of record and
beneficially as of the record date for the meeting promptly following the later of the
record date or the date notice of the record date is first publicly disclosed;
(D) a description of any material interest of the stockholder in such business. and a
description of any agreement, arrangement or understanding with respect to such
business between or among the stockholder, the beneficial owner, if any, any of their
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6. respective affiliates or associates and any others (including their names) acting in
concert with any of the foregoing, and a representation that the stockholder will notify
the Corporation in writing of any such arrangement, agreement or understanding in
effect as of the record date for the meeting promptly following the later of the record
date or the date notice of the record date is first publicly disclosed;
(E) a description of any agreement, arrangement or understanding (including any
derivative or short positions, profits interests, options, hedging transactions and
borrowed or loaned shares) that has been entered into as of the date of the
stockholder’s notice by, or on behalf of, the stockholder, the beneficial owner, if any,
or any of their respective affiliates or associates, the effect or intent of which is to
mitigate loss to, manage risk or benefit of share price changes for, or increase or
decrease the voting power of any of them with respect to shares of stock of the
Corporation, and a representation that the stockholder will notify the Corporation in
writing of any such agreement, arrangement or understanding in effect as of the
record date for the meeting promptly following the later of the record date or the date
notice of the record date is first publicly disclosed;
(F) a representation that the stockholder or the beneficial owner, if any, is the holder of
record or beneficial owner of shares of the Corporation entitled to vote at the meeting
and intends to appear in person or by proxy at the meeting to propose such business;
and
(G) a representation whether the stockholder intends to deliver a proxy statement or form
of proxy to holders of at least the percentage of the Corporation’s outstanding shares
of stock required to approve the proposal or otherwise to solicit proxies from
stockholders in support of the proposal.
(c) Notwithstanding anything in these by-laws to the contrary, no business shall be conducted at an
Annual Meeting except in accordance with the procedures set forth in this Section 5 of Article II.
The Chairman of an Annual Meeting shall, if the facts warrant, determine and declare at the
Annual Meeting that business was not properly brought before the Annual Meeting in accordance
with the provisions of this Section 5 of Article II and, if the Chairman should so determine, he or
she shall so declare at the Annual Meeting and any such business not properly brought before the
Annual Meeting shall not be transacted.
(d) Notwithstanding the foregoing provisions of this Section, a stockholder shall also comply with all
applicable requirements of the Exchange Act and the rules and regulations thereunder with respect
to the matters set forth in this Section. Nothing in this Section shall be deemed to affect any rights
of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to
Rule 14a-8 under the Exchange Act.
Section 6. - Quorum.
At any meeting of the stockholders the presence in person or by proxy of stockholders entitled to cast a
majority of the votes thereat shall constitute a quorum for the transaction of business.
When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of
any stockholders.
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7. The stockholders present, although less than a quorum, may adjourn the meeting to another time or place;
provided that notice of such adjourned meeting is given, if required, in accordance with the provisions of
Section 4 of this Article II.
Section 7. - Voting; Proxies.
At all meetings of the stockholders each stockholder shall be entitled to one vote for each share of
Common Stock standing in his or her name and, when the Preferred Stock is entitled to vote, such number of
votes as shall be provided in the Charter of the Corporation for each share of Preferred Stock standing in his or
her name, and the votes shall be cast by stockholders in person or by lawful proxy. However, no proxy shall be
voted 11 months after the date thereof, unless the proxy provides for a longer period.
Section 8. - Control Shares.
Notwithstanding any other provision of the Charter of the Corporation or these by-laws, Title 3,
Subtitle 7 of the Maryland General Corporation Law (or any successor statute) shall not apply to any
acquisition by any person of shares of stock of the Corporation. This section may be repealed, in whole or in
part, at any time, whether before or after an acquisition of control shares and, upon such repeal, may, to the
extent provided by any successor by-law, apply to any prior or subsequent control share acquisition.
Section 9. - Method of Voting.
All elections and all other questions shall be decided by a majority of the votes cast, at a meeting at which
a quorum is present, except as expressly provided otherwise by the general laws of the State of Maryland or the
Charter and except that Directors shall be elected in the manner described in Article III of these by-laws.
Section 10. - Ownership of its Own Stock.
Shares of stock of the Corporation held by another corporation or business entity, if a majority of the
shares or similar ownership interest entitled to vote in the election of directors or similar oversight persons of
such other corporation or business entity is held, directly or indirectly, by the Corporation (a “Controlled
Corporation”), shall neither be entitled to vote nor be counted for quorum purposes. Nothing in this Section 10
shall be construed as limiting the right of the Corporation or any Controlled Corporation to vote stock of the
Corporation held by it in a fiduciary capacity.
Section 11. - Inspectors.
The Board of Directors, in advance of any meeting, may, but need not, appoint one or more individual
inspectors or one or more entities that designate individuals as inspectors to act at the meeting or any
adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may,
but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to
appear or act, the vacancy may be filled by appointment made by the Board of Directors in advance of the
meeting or at the meeting by the chairman of the meeting. The inspectors, if any, shall determine the number of
shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all
stockholders. Each such report shall be in writing and signed by him or her or by a majority of them if there is
more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority
shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares
represented at the meeting and the results of the voting shall be prima facie evidence thereof.
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8. Section 12. - Record Date for Stockholders; Closing of Transfer Books.
The Board may fix, in advance, a date as the record for the determination of the stockholders entitled to
notice of, or to vote at, any meeting of stockholders, or entitled to receive payment of any dividend, or entitled
to the allotment of any rights, or for any other proper purpose. Such date in any case shall not be more than 90
days (and in the case of a meeting of stockholders not less than 10 days) prior to the date on which the
particular action requiring such determination of stockholders is to be taken. Only stockholders of record on
such date shall be entitled to notice of or to vote at such meeting or to receive such dividends or rights, as the
case may be. In lieu of fixing a record date the Board may close the stock transfer books of the Corporation for
a period not exceeding 20 nor less than 10 days preceding the date of any meeting of stockholders or not
exceeding 20 days preceding any other of the above mentioned events.
ARTICLE III
BOARD OF DIRECTORS AND COMMITTEES
Section 1. - Powers of Directors
The business and affairs of the Corporation shall be managed under the direction of the Board which shall
have and may exercise all the powers of the Corporation, except such as are expressly conferred upon or
reserved to the stockholders by law, by Charter, or by these by-laws. Except as otherwise provided herein, the
Board shall appoint the Officers for the conduct of the business of the Corporation, determine their duties and
responsibilities. The Board may remove any Officer.
Section 2. - Number and Election of Directors.
The Corporation shall have at least seven Directors (subject to the first sentence of Section 3 of this
Article III); provided that the Board of Directors may alter the number of Directors from time to time so long as
such number does not exceed 20. Any alteration in the number of Directors will not affect the tenure of office
of any Director.
Each Director will stand for election at each Annual Meeting of the stockholders. Directors shall hold
office until the next Annual Meeting and until their successors are elected and qualified, or until their earlier
resignation or removal.
A Director shall be elected by a majority of the votes cast with respect to the Director at any meeting
for the election of Directors at which a quorum is present; provided that, if the Secretary of the Corporation
received a notice that a stockholder has nominated a person for election as a Director in compliance with the
advance notice requirements for stockholder nominees for Director set forth in Section 5 of Article II of these
Bylaws and such nomination has not been withdrawn by such stockholder on or prior to the date which is 10
days prior to the date the Corporation first mails its notice of meeting for the meeting to elect Directors, the
Directors shall be elected by the vote of a plurality of all votes cast for the election of Directors at the meeting.
For purposes of this Article III, a majority of the votes cast with respect to a Director means that the number of
votes cast “for” a Director must exceed the number of votes cast “against” that Director.
Section 3. - Vacancies.
If for any reason any of the Directors cease to be Directors, such event shall not terminate the Corporation
or affect these by-laws or the powers of the remaining Directors hereunder. Except as may be provided by the
Board in setting the terms of any class or series of preferred stock, any vacancy on the Board may be filled only
by a majority of the remaining Directors, even if the remaining Directors do not constitute a quorum. Any
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9. Director elected to fill a vacancy shall serve until the next Annual Meeting of the stockholders and until a
successor is elected and qualified.
Section 4. - Resignations.
Any Director of the Corporation may resign at any time by giving written notice to the Corporation. Such
resignation shall take effect at the time specified therein, if any, or if no time is specified therein, then upon
receipt of such notice by the Corporation; and, unless otherwise provided therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 5. - Meetings of the Board.
A regular meeting of the Board shall be held immediately after the Annual Meeting of stockholders or any
special meeting of the stockholders at which the Board is elected, and thereafter regular meetings of the Board
shall be held on such dates during the year as may be designated from time to time by the Board. All meetings
of the Board shall be held at the general offices of the Corporation in the City of Baltimore or elsewhere, as
ordered by the Board. Of all such meetings (except the regular meeting held immediately after the election of
Directors) the Secretary shall give notice to each Director personally or by telephone, facsimile or electronically
directed to, or by written notice deposited in the mails addressed to, his or her residence or business address at
least 48 hours before such meeting.
Special meetings may be held at any time or place upon the call of the Chairman of the Board, or the
President, or in their absence, on order of the Executive Committee, if any, by notices as above. In the event all
of the Directors in office waive notice of any meeting in writing at or before the meeting, the meeting may be
held without the aforesaid advance notices.
The Chairman of the Board shall preside at all meetings of the Board, or, in his or her absence, the
President or one of the Vice Presidents (if a member of the Board) shall preside. If at any meeting none of the
foregoing persons is present, the Directors present shall designate one of their number to preside at such
meeting.
Section 6. - Telephone Meetings Permitted.
Members of the Board, or any committee, may participate in a meeting thereof by means of conference
telephone or similar communications equipment in which all persons participating in the meeting can hear each
other, and such participation shall constitute presence in person at such meeting.
Section 7. - Quorum.
A majority of the Directors in office shall constitute a quorum of the Board for the transaction of business.
If a quorum is not present at any meeting, a majority of the Directors present may adjourn to any time and place
they may see fit.
Section 8. - Committees.
The Board is authorized to appoint from among its members, an audit committee, a compensation
committee, and a nominating and corporate governance committee, and such other committees as it may, from
time to time, deem advisable and to delegate to such committee or committees any of the powers of the Board
that it may lawfully delegate. Each such committee shall consist of at least one Director, except for the audit
committee which shall have, at a minimum, the number of members required by applicable law or stock
exchange listing standards. The Directors shall annually elect from among their number members for each
committee established. The members of the committees shall hold their offices for one year and until their
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10. successors are elected and qualified, or until their earlier resignation or removal. All vacancies in said
committees shall be filled by the Board. The purposes and authority of each committee shall be as set forth in
applicable law, board resolution or committee charter. Any such charter shall be approved annually by the
Board.
Section 9. - Fees and Expenses.
Each member of the Board, other than salaried Officers and employees, shall be paid an annual retainer
fee, payable in such amount as shall be specified from time to time by the Board. Each Committee Chair shall
be paid an annual retainer fee, payable in such amount as shall be specified from time to time by the Board.
Each member of the Board, other than salaried Officers and employees, shall be paid such fee as shall
be specified from time to time by the Board for attending each regular or special meeting of the Board and for
attending, as a committee member, each meeting of any committee appointed by the Board. Each member shall
be paid reasonable traveling expenses incident to attendance at meetings.
ARTICLE IV
OFFICERS
Section 1. - Officers.
The Corporation shall have a Chairman of the Board, a President, one or more Vice Presidents, a
Treasurer, and a Secretary who shall be elected by, and hold office at the will of, the Board. The Chairman of
the Board shall be chosen from among the Directors. The Board shall designate either the Chairman of the
Board or the President to be the Chief Executive Officer of the Corporation. The Board shall also elect from
time to time such other Officers and Assistant Officers as they may deem necessary for the conduct of the
business and affairs of the Corporation, or the Board by resolution may authorize the Chief Executive Officer to
designate and appoint from time to time such other Officers and Assistant Officers as he or she may deem
necessary for the conduct of the business and affairs of the Corporation. Any two offices, except those of
President and Vice President, may be held by the same person, but no person shall sign checks, drafts and
promissory notes, or execute, acknowledge or verify any other instrument in more than one capacity, if such
instrument is required by law, the Charter, these by-laws, a resolution of the Board or order of the Chief
Executive Officer to be signed, executed, acknowledged or verified by two or more Officers. The President,
any Vice President, or such other persons as may be designated by the Board, shall sign all special contracts of
the Corporation, countersign checks, drafts and promissory notes, and such other papers as may be directed by
the Board. The President, or any Vice President, together with the Treasurer or an Assistant Treasurer (if any),
shall have authority to sell, assign or transfer and deliver any bonds, stocks or other securities owned by the
Corporation.
Section 2. - Duties of the Officers.
(a) Chairman of the Board
The Chairman of the Board shall preside at all meetings of the Board and of stockholders.
The Chairman of the Board shall also have such other powers and duties as from time to time
may be assigned by the Board.
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11. (b) President
The President shall have general executive powers, as well as specific powers conferred by
these by-laws. The President shall also have such other powers and duties as from time to
time may be assigned by the Board. In the absence of the Chairman of the Board, the
President shall perform all the duties of the Chairman of the Board.
(c) Vice Presidents
Each Vice President shall have such powers and duties as may be assigned by the Board or
the Chief Executive Officer, as well as the specific powers assigned by these by-laws. A
Vice President may be designated by the Board or the Chief Executive Officer to perform, in
the absence of the President, all the duties of the President.
(d) Treasurer
The Treasurer shall have the care and the custody of the funds and valuable papers of the
Corporation, and shall receive and disburse all moneys in such a manner as may be
prescribed by the Board or the Chief Executive Officer. The Treasurer shall have such other
powers and duties as may be assigned by the Board, or the Chief Executive Officer, as well as
specific powers assigned by these by-laws.
(e) Secretary
The Secretary shall attend all meetings of the stockholders and Directors and shall notify the
stockholders and Directors of such meetings in the manner provided in these by-laws. The
Secretary shall record the proceedings of all such meetings in books kept for that purpose.
The Secretary shall have such other powers and duties as may be assigned by the Board or the
Chief Executive Officer, as well as the specific powers assigned by these by-laws.
(f) Other Officers
Such other Officers and Assistant Officers as are appointed by the Board, or the Chief
Executive Officer if authorized by the Board pursuant to Section 1 above, shall exercise such
duties and have such powers as by custom and applicable law generally pertain to their
respective offices as well as such duties and powers as the Board or the Chief Executive
Officer may assign.
Section 3. - Terms of Office; Removals and Vacancies.
Any Officer or Assistant Officer elected by the Board may be removed by the Board in its sole judgment.
Any Officer or Assistant Officer appointed by the Chief Executive Officer may be removed by the Chief
Executive Officer in his or her sole judgment. In case of removal, the salary of such Officer or Assistant
Officer shall cease. Removal shall be without prejudice to the contractual rights, if any, of the person so
removed, but election or appointment of an Officer or Assistant Officer shall not of itself create contractual
rights.
Each Officer or Assistant Officer shall hold office until his or her successor is elected and qualified or
appointed, or until his or her earlier removal or resignation.
Any vacancy occurring in any office of the Corporation shall be filled by the Board, or by the Chief
Executive Officer if authorized by the Board pursuant to Section 1 above, and the Officer or Assistant Officer
so elected or appointed shall hold office for the unexpired term in respect of which the vacancy occurred and
until his or her successor shall be duly elected and qualified or appointed.
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12. In any event of absence or temporary disability of any Officer or Assistant Officer of the Corporation, the
Board, or the Chief Executive Officer if authorized by the Board pursuant to Section 1 above, may authorize
another person to perform the duties of that office.
Section 4. - Voting Securities Owned by the Corporation.
Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to
securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the
Chairman of the Board, the President or any Vice President and any such Officer may, in the name of and on
behalf of the Corporation, take all such action as any such Officer may deem advisable to vote in person or by
proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at
any such meeting shall possess and may exercise any and all rights and powers incident to the ownership of
such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present.
The Board may, by resolution, from time to time confer like powers upon any other person or persons.
ARTICLE V
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. - Procedure.
The Corporation shall indemnify any present or former Director or Officer of the Corporation and each
director or elected officer of any direct or indirect wholly-owned subsidiary of the Corporation who is made, or
threatened to be made, a party to a proceeding by reason of his or her service in that capacity or by reason of
service, while a Director or Officer of the Corporation and at the request of the Corporation, as a director or
officer of another corporation, limited liability company, partnership, trust, employee benefit plan or other
enterprise, and the Corporation shall pay or reimburse reasonable expenses incurred in advance of final
disposition of the proceeding, in each case to the fullest extent permitted by the laws of the State of Maryland.
The Corporation may indemnify, and advance reasonable expenses to, other employees and agents of the
Corporation and employees and agents of any subsidiary of the Corporation to the extent authorized by the
Board of Directors. The Corporation will follow the procedures required by applicable law in determining
persons eligible for indemnification and in making indemnification payments and advances.
Section 2. - Exclusivity, etc.
The indemnification and advance of expenses provided by the Charter and these by-laws shall not be
deemed exclusive of any other rights to which a person seeking indemnification or advance of expenses may be
entitled under any law (common or statutory), or any agreement, vote of stockholders or disinterested Directors
or other provision that is consistent with law, both as to action in his or her official capacity and as to action in
another capacity while holding office or while employed or acting as agent for the corporation, shall continue in
respect of all events occurring while a person was a Director or Officer after such person has ceased to be a
Director or Officer, and shall inure to the benefits of the estate, heirs, executors and administrators of such
person. All rights to indemnification and advance of expenses under the Charter of the Corporation and
hereunder shall be deemed to be a contract between the Corporation and each Director or Officer of the
Corporation who serves or served in such capacity at any time while this by-law is in effect. Nothing herein
shall prevent the amendment of this by-law, provided that no such amendment shall diminish the rights of any
person hereunder with respect to events occurring or claims made before its adoption or as to claims made after
its adoption in respect of events occurring before its adoption. Any repeal or modification of this by-law shall
not in any way diminish any rights to indemnification or advance of expenses of such Director or Officer or the
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13. obligations of the Corporation arising hereunder with respect to events occurring, or claims made, while this
by-law or any provision hereof is in force.
Section 3. - Severability; Definitions.
The invalidity or unenforceability of any provision of this Article V shall not affect the validity or
enforceability of any other provision hereof. The phrase “this by-law” in this Article V means this Article V in
its entirety.
ARTICLE VI
CAPITAL STOCK
Section 1. - Evidence of Stock Ownership.
Evidence of ownership of stock in the Corporation may be either pursuant to a certificate(s) or a statement
in compliance with the general laws of the State of Maryland, each of which shall represent the number of
shares of stock owned by a stockholder in the Corporation. In case any Officer who signed any certificate, in
facsimile or otherwise, ceases to be such Officer of the Corporation before the certificate is issued, the
certificate may nevertheless be issued by the Corporation with the same effect as if the Officer had not ceased
to be such Officer as of the date of its issue.
For stock ownership evidenced by a statement, such statement shall be in such form, and executed, as
required from time to time by the general laws of the State of Maryland.
Section 2. - Transfer of Shares.
Stock shall be transferable only on the books of the Corporation by assignment in writing by the registered
holder thereof, his or her legally constituted attorney, or his or her legal representative, either upon surrender
and cancellation of the certificate(s) therefor, if such stock is represented by a certificate, or upon receipt of
such other documentation for stock not represented by a certificate as the Board and the general laws of the
State of Maryland may, from time to time, require.
Section 3. - Lost, Stolen or Destroyed Certificates.
No certificate for shares of stock of the Corporation shall be issued in place of any other certificate alleged
to have been lost, stolen, or destroyed, except upon production of such evidence of the loss, theft or destruction
and upon indemnification of the Corporation to such extent and in such manner as the Board may prescribe.
Section 4. - Transfer Agents and Registrars.
The Board shall appoint a person or persons, the Corporation or any incorporated trust company or
companies or any of them, as transfer agents and registrars and, if stock is represented by a certificate, may
require that such certificate bear the signatures or the counter-signatures of such transfer agents and registrars,
or either of them.
Section 5. - Stock Ledger.
The Corporation shall maintain a stock record containing the names and addresses of all stockholders and
the numbers of shares of each class held by each stockholder. The stock record may be in written form or in
any other form which can be converted within a reasonable time into written form for visual inspection. The
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14. original or a duplicate of the stock record shall be kept at the offices of a transfer agent for a particular class of
stock, or, if none, at the principal office of the Corporation. The stock record may be in written form or in any
other form which can be converted within a reasonable time into written form for visual inspection. The
original or a duplicate of the stock record shall be kept at the offices of a transfer agent for a particular class of
stock, or, if none, at the principal office of the Corporation.
ARTICLE VII
EMERGENCY GOVERNANCE
Section 1. – Emergency Bylaws.
In case of an attack on the United States or on a locality in which the Corporation conducts its business
or customarily holds meetings of the Board or the stockholders, or during any nuclear or atomic disaster, or
during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of
the Board cannot readily be convened for action in accordance with the provisions of the by-laws, the business
and affairs of the Corporation shall be managed by or under the direction of an Emergency Committee during
such emergency. Upon termination of such emergency the Emergency Committee shall cease to be operative
unless and until another such emergency shall occur.
The Emergency Committee shall consist of those persons who are Directors at the time of the
Emergency and who are present or available at the Emergency Corporate Headquarters or able and willing to
meet in accordance with Section 6 of Article III of the by-laws. Three persons shall constitute a quorum for the
transaction of business at any meeting of the Emergency Committee; provided that, if the Emergency
Committee shall have fewer than three members, all members shall be present in order to constitute a quorum.
If at least one Director is so serving, the Emergency Committee shall have all the powers of the Board of
Directors for the duration of the emergency, except for such powers as may not by law be delegated to a
committee.
If there are no such Directors present or available at the Emergency Corporate Headquarters or able to
meet in accordance with Section 6 of Article III of the by-laws, the function and duties of the Emergency
Committee shall be fulfilled by an Emergency Management Team until such time as an Emergency Committee
can be constituted. The Emergency Management Team shall consist of the three highest-ranking Officers or
employees of the Corporation present or available and any other persons appointed by them. Priority in equally
ranked employees will be determined by seniority of first election to that office, or if two or more shall have
been first elected to such offices on the same day, in the order of their seniority in age. The Emergency
Management Team may adopt rules of procedure for conducting its business as it believes are reasonable and
practicable under the circumstances. At such time as it is practicable to do so, the Emergency Management
Team shall call a meeting of stockholders for the purpose of electing Directors.
Section 2. – Meetings.
During any such emergency, a meeting of the Emergency Committee may be called by any member
thereof. Notice of the time and place of the meeting shall be given by any available means of communication
by the person calling the meeting to such of the Directors as it may be feasible to reach. Such notice shall be
given at such time in advance of the meeting as, in the judgment of the person calling the meeting,
circumstances permit. As a result of any emergency, the Emergency Committee may determine that a meeting
of stockholders not be held at any place, but instead be held solely by means of remote communication.
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15. Section 3. - Power.
The Emergency Committee will not be bound by any requirement of the by-laws which a majority of
the Emergency Committee believes is impracticable under the circumstances. The Emergency Committee in all
cases shall act by majority vote.
The Emergency Committee during such emergency, may, effective in the emergency, change the
principal office or designate several alternative principal officer or regional offices, or authorize the Officers to
do so. Unless and until the Emergency Committee shall designate another office, the principal office of the
Corporation in the State of Maryland shall be the Emergency Corporate Headquarters.
No Officer, Director or employee shall be liable for any action taken in good faith in accordance with
the provisions of this Article VII.
ARTICLE VIII
MISCELLANEOUS
Section 1. - Seal.
The Board shall provide, subject to change, a suitable corporate seal which may be used by causing it, or
facsimile thereof, to be impressed or affixed or reproduced on the Corporation's stock certificates, bonds, or any
other documents on which the seal may be appropriate.
Section 2. - Amendments.
These by-laws, or any of them, may be amended or repealed, and new by-laws may be made or adopted
only at any meeting of the Board, by vote of a majority of the Directors or at a meeting of the stockholders,
duly called, by a vote of two-thirds of the stockholders eligible to vote thereon. Pursuant to Articles
Supplementary filed with the State Department of Assessments and Taxation of Maryland, the Corporation has
elected, by resolution of the Board, to be subject to Sections 3-804(b), 3-804(c) and 3-805 of the Maryland
General Corporation Law and the following sections of these by-laws have been amended to conform to such
elections, respectively: Article III, Section 2, first sentence; Article III, Section 3; and Article II, Section 3, first
sentence, and therefore, such provisions may be amended, altered or repealed only by resolution of the Board.
Section 3. - Section Headings and Statutory References.
The headings of the Articles and Sections of these by-laws have been inserted for convenience of
reference only and shall not be deemed to be a part of these by-laws.
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