8-K: Current report filing

EXHIBIT 3.1

AMENDED AND RESTATED
BYLAWS
OF
OMEGA HEALTHCARE INVESTORS, INC.
As Amended through April 20, 1999







BYLAWS
OF
OMEGA HEALTHCARE INVESTORS, INC.
AS AMENDED AND RESTATED
THROUGH APRIL 20, 1999


ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the
corporation shall be established and maintained at the office of THE CORPORATION
TRUST INCORPORATED, 32 South Street, Baltimore, Maryland 21202, and said THE
CORPORATION TRUST INCORPORATED be the registered agent of this corporation in
charge thereof.

Section 2. Other Offices. The corporation may establish such
other offices, within or without the State of Maryland, at such place or places
as the Board of Directors from time to time may designate, or which the business
of the corporation may require.


ARTICLE II
STOCKHOLDERS
Section 1. Annual Meetings. Annual meetings of stockholders
for the election of Directors and for such other business as may be stated in
the notice of the meeting, shall be held on a date and at a time designated by
the Board of Directors at such place, within or without the State of Maryland,
as the Board of Directors by resolution shall determine, and as set forth in the
notice of the meeting.

If the date of the annual meeting shall fall on a legal
holiday of the state in which the meeting is to be held, the meeting shall be
held on the next succeeding business day.









Section 2. Special Meetings. Special meetings of the
stockholders, for any purpose or purposes, may be called by the Chairman, the
Chief Executive Officer, the President, or by a majority of the Board of
Directors. A special meeting of the stockholders may also be called by the
Secretary of the corporation upon the written request of the holders of not less
than 50% of the outstanding shares entitled to vote on the business proposed to
be transacted thereat, delivered to the Secretary of the corporation. Such
request shall state the purpose or purposes of the proposed meeting, including
the information required by clause (B) of Section 7(a)(ii) of this Article II.
Within three days of the receipt of such request, the Secretary shall inform
such stockholders of the reasonably estimated cost of preparing and mailing the
Notice of Meeting (as defined in Section 3 below) and, upon payment to the
corporation of such costs, the Secretary shall prepare the Notice of Meeting and
give notice to each stockholder entitled to notice of the meeting. Unless
requested by stockholders entitled to cast a majority of all the votes entitled
to be cast at such meeting, a special meeting need not be called to consider any
matter which is substantially the same as a matter voted on at any meeting of
stockholders held during the 12 months preceding such request. A special meeting
may be called for the purpose of removing a Director as provided in Article VI,
Section 3.

Section 3. Notice of Meetings. By or at the direction of the
Secretary, the corporation shall cause written or printed notice of every
meeting (a "Notice of Meeting"), stating the place, date and time of the
meeting, and, in the case of a special meeting or as otherwise may be required
by statute, the purpose or purposes for which the meeting is called, to be given
to each stockholder entitled to vote thereat at his address as it appears on the
records of the corporation, either personally or by United States mail, postage
prepaid, not less than ten (10) nor more than ninety (90) days before the date
of the meeting. If mailed, the Notice of Meeting shall be deemed to be given
when deposited in the United States mail addressed to the stockholder at his or
her post office address as it appears on the records of the corporation, with
postage thereon prepaid. Subject to Section 7 of this Article II, any business
of the corporation may be transacted at an annual meeting of stockholders
without being specifically designated in the Notice of Meeting, except such
business as is required by statute to be stated in such Notice of Meeting. No
business shall be transacted at a special meeting of stockholders except as
specifically designated in the Notice of Meeting, provided that if the Board has
determined that Directors may or shall be elected at such special meeting as set
forth in such Notice of Meeting, certain stockholder nominations of persons for
election to the Board may be considered, provided the requirements of clause (b)
Section 7 of this Article II are satisfied.

Section 4. Voting. At each annual meeting the stockholders
entitled to vote shall elect a Board of Directors, and they may transact such
other corporate business as shall be stated in the notice of the meeting. The
vote for Directors, and, upon the demand of any stockholder, the vote upon any
question before the meeting, shall be by ballot. Unless otherwise provided by
the Articles of Incorporation or by the laws of the State of Maryland, all
elections of Directors shall be by a plurality of the votes cast, and all
substantive questions shall be decided by a majority vote; all procedural
questions shall be decided by the Chairman or Parliamentarian of the meeting.

The Directors may fix a day not more than sixty (60) days
prior to the holding of any such meeting as the date as of which stockholders
entitled to notice of and to vote at such meeting shall be determined; and only
stockholders of record on such day shall be entitled to notice of or to vote at
any such meeting.





Each stockholder entitled to vote, in accordance with the
terms of the Articles of Incorporation and the provisions of these Bylaws, shall
be entitled to one vote, in person or by proxy, for each share of stock entitled
to vote held by such stockholder, but no proxy shall be voted after eleven (11)
months from its date unless such proxy provides for a longer period. There shall
be no cumulative voting. In no case shall any proxy be given for a period in
excess of ten (10) years from the date of its execution.

Section 5. Quorum. Any number of stockholders together holding
a majority of the stock issued and outstanding and entitled to vote thereat, who
shall be present in person or represented by proxy at any meeting duly called,
shall constitute a quorum for the transaction of business. If, at any meeting,
less than a quorum shall be present or represented, those present, either in
person or by proxy, shall have the power to adjourn the meeting from time to
time to a date more than 120 days after the original record date, without notice
other than announcement at the meeting, until the requisite amount of stock
shall be present, at which time any business may be transacted which might have
been transacted at the meeting as originally noticed.

Section 6. Action Without Meeting. Except for the election of
Directors, any action to be taken by the stockholders may be taken without a
meeting, if, prior to such action, all stockholders entitled to vote thereon
shall consent in writing to such action being taken, and such consent shall be
treated for all purposes as vote at a meeting.

Section 7. Notice of Stockholder Business.

(a) Annual Meetings of Stockholders.

(i) Nominations of persons for election to the
Board and the proposal of businessto be considered by the stockholders may be
made at an annual meeting ofstockholders (A) pursuant to the Notice of Meeting,
(B) by or at the directionof the Board or (C) by any stockholder of the
corporation who was a stockholderof record at the time of giving the notice
provided for in this Section 7(a),who is entitled to vote at the meeting and who
complied with the notice procedures set forth in this Section 7(a).




(ii) For nominations or other business to be properly
brought before an annualmeeting by a stockholder pursuant to clause (C) of
paragraph (i) of this Section 7(a), the stockholder must have given timely
notice thereof in writing to the Secretary. To be timely, a stockholder's notice
shall be delivered to the Secretary at the principal executive offices of the
corporation not less than 60 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting; provided, however, that if
the date of the annual meeting is advanced by more than 30 days or delayed by
more than 60 days from such anniversary date or if the corporation has not
previously held an annual meeting, notice by the stockholder to be timely must
be so delivered (x) not more than 90 days prior to such annual meeting nor less
than 60 days prior to such annual meeting or (y) if later, not later than the
close of business on the tenth day following the day on which public
announcement of the date of such meeting is first made by the corporation. Such
stockholder's notice shall set forth (A) as to each person whom the stockholder
proposes to nominate for election or reelection as a Director, 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, as amended
(the "Exchange Act") (including such person's written consent to being named in
the proxy statement as a nominee and to serving as a Director if elected), (B)
as to any other business that the stockholder proposes to bring before the
meeting, a brief description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting and any
material interest in such business of such stockholder and of the beneficial
owner, if any, on whose behalf the proposal is made, and (C) as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made, (1) the name and address of such
stockholder, as they appear on the corporation's books, and of such beneficial
owner, (2) the class and number of shares of stock of the corporation which are
owned beneficially and of record by such stockholder and such beneficial owner
and, (3) in the case of a nomination, (x) a description of all arrangements or
understandings between such stockholder and each proposed nominee and any other
person or persons (including their names) pursuant to which the nomination(s)
are to be made by such stockholder, (y) a representation that such stockholder
intends to appear in person or by proxy at the meeting, if there is a meeting,
to nominate the persons named in its notice and (z) any other information
relating to such stockholder that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with solicitations
of proxies for election of Directors pursuant to Section 14 of the Exchange Act
and the rules and regulations promulgated thereunder.

(iii) Notwithstanding anything in the second sentence
of paragraph (ii) of this Section 7(a) to the contrary, if the number of
Directors to be elected to theBoard is increased and there is no public
announcement naming all of the nominees for Director or specifying the size of
the increased Board made by the corporation at least 70 days prior to the
first anniversary of the preceding year's annual meeting, a stockholder's
notice required by this Section 7(a)shall also be considered timely, but only
with respect to nominees for any new positions created by such increase, if it
shall be delivered to the Secretary at the principal executive offices of the
corporation not later than the close of business on the tenth day following the
day on which such public announcement is first made by the corporation.





(b) Special Meetings of Stockholders. Only such business shall
be conducted at a special meeting of stockholders as shall have been brought
before the meeting pursuant to the Notice of Meeting. Nominations of persons for
election to the Board may be made at a special meeting of stockholders at which
Directors are to be elected (i) pursuant to the Notice of Meeting, (ii) by or at
the direction of the Board or (iii) provided that the Board has determined that
Directors shall or may be elected at such special meeting, by any stockholder of
the corporation who was a stockholder of record at the time of giving of the
Section 7(b) Notice (as defined below), who is entitled to vote at the meeting
and who complied with the notice procedures set forth in this Section 7(b). If
the corporation calls a special meeting of stockholders for the purpose of
electing one or more Directors to the Board, any such stockholder may nominate a
person or persons (as the case may be) for election to such position as
specified in the Notice of Meeting, if a stockholder's notice containing the
information required by clauses (A) and (C) of the second sentence of paragraph
(ii) of Section 7(a) (a "Section 7(b) Notice") shall be delivered to the
Secretary at the principal executive offices of the corporation (A) not more
than 90 days prior to such meeting nor less than 60 days prior to such meeting
or (B) not later than the close of business on the tenth day following the day
on which public announcement of the date of the special meeting and of the
nominees proposed by the Board to be elected at such meeting is first made by
the corporation.

(c) General.

(i) Only such persons who are nominated in
accordance with the procedures set forth in this Section 7 shall be eligible to
serve as Directors. Only such business shall be conducted at an annual meeting
of stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in Section 7(a). The presiding officer of the meeting
shall have the power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made in accordance with the
procedures set forth in this Section 7 and, if any proposed nomination or
business is not in compliance with this Section 7, to declare that such
nomination or proposal be disregarded.

(ii) For purposes of this Section 7, "public
announcement" shall mean disclosure by the corporation in a press release by the
corporation reported by the Dow Jones News Service, Associated Press or
comparable news service or in a document publicly filed by the corporation with
the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of
the Exchange Act.
(iii) Notwithstanding the foregoing provisions of
this Section 7, a stockholder shall also comply with all applicable
requirements of state law and of the Exchange Act and the rules and
regulations thereunder with respect to the matters set forth in this
Section 7. Nothing in this Section 7 shall be deemed to affect any rights of
stockholders to request inclusion of, nor any rights of the corporation to
omit, proposals in the corporation's proxy statement pursuant to Rule 14a-8
under the Exchange Act.

Section 8. Voting of Shares by Certain Holders. Shares of
stock registered in the name of a corporation, partnership, trust or other
entity, if entitled to be voted, may be voted by the president or a vice
president, a general partner, director or trustee thereof, as the case may be,
or a proxy appointed by any of the foregoing individuals, unless some other
person who has been appointed to vote such shares pursuant to a bylaw or a
resolution of the board of directors of such corporation or governing body of
such other entity presents a certified copy of such bylaw or resolution, in
which case such person may vote such shares of stock. Any trustee or other
fiduciary may vote shares of stock registered in his or her name as such
fiduciary, either in person or by proxy.

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





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

Section 9. Inspectors. At any meeting of stockholders, the
presiding officer of the meeting may, and upon the request of any stockholder
shall, appoint one or more persons as inspectors for such meeting. Such
inspectors shall ascertain and report the number of shares of stock represented
at the meeting based on their determination of the validity and effect of
proxies, count all votes, report the results and perform such other acts as are
proper to conduct the election and voting with impartiality and fairness to all
the stockholders.

Each report of an inspector shall be in writing and signed by
him or by a majority of them if there 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 of stock represented at the meeting and the results of the
voting shall be prima facie evidence thereof.


ARTICLE III

DIRECTORS

Section 1. Number and Term. The number of Directors shall be
not less than five (5) nor more than nine (9) until changed by amendment of
these Bylaws. The exact number of Directors shall be seven (7) until changed,
within the limits specified, by a Bylaw amending this Section duly adopted by
the Board of Directors or stockholders. The Directors shall be elected at the
annual meeting of stockholders, and each Director shall be elected to serve
until his successor shall be elected and shall have qualified. In no case shall
the number of Directors be less than five (5), unless changed by an amendment to
the Articles of Incorporation.





The Board of Directors of this corporation shall be classified
into three groups, with two Directors in Group 1, three Directors in Group II,
and two Directors in Group III. Each Director in Group I initially shall serve
for a term ending at the annual meeting of stockholders in 1993; each Director
in Group II shall serve for an initial term ending at the annual meeting of
stockholders in 1994; and each Director in Group III shall serve for an initial
term ending at the annual meeting of stockholders in 1995. After the respective
initial terms of the groups indicated, each such group of Directors shall be
elected for successive terms ending at the annual meeting of stockholders the
third year after election.

Directors need not be stockholders.

Section 2. Quorum. A majority of the Directors shall
constitute a quorum for the transaction of business. If, at any meeting of the
Board, there shall be less than a quorum present, a majority of those present
may adjourn the meeting, from time to time, until a quorum is obtained, and no
further notice thereof need be given other than by announcement at said meeting
which shall be so adjourned.

Section 3. First Meeting. The newly elected Directors may hold
their first meeting for the purpose of organization and the transaction of
business, if a quorum is present, immediately after the annual meeting of
stockholders or the time and place of such meeting may be fixed by written
consent of the entire Board.

Section 4. Election of Officers. At the first meeting, or at
any subsequent meeting called for that purpose, the Directors shall elect the
officers of the corporation, as more specifically set forth in Article V of
these Bylaws. Such officers shall hold office until the next annual election of
officers, or until their successors are elected and shall have qualified.

Section 5. Regular Meetings. Regular meetings of the Board of
Directors shall be held, without notice, at such places and times as shall be
determined, from time to time, by resolution of the Board of Directors.

Section 6. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman, the Chief Executive Officer, the
President, or by the Secretary on four (4) days' notice to each Director. In
case such notice is delivered personally, or by telephone, facsimile or
telegram, it shall be delivered at least twenty-four (24) hours prior to the
time of the holding of the meeting.

Section 7. Place of Meetings. The Directors may hold their
meetings, and have one or more offices, and keep the books of the corporation
outside the State of Maryland at any office or offices of the corporation, or at
any other place as they from time to time by resolution may determine.





Section 8. Dispensing With Notice. The transactions of any
meeting of the Board of Directors, however called and noticed or wherever held,
shall be as valid as though had at a meeting duly held after regular call and
notice if a quorum be present and if, either before or after the meeting, each
of the Directors not present signs a written waiver of notice, a consent to
holding the meeting or an approval of the minutes thereof. The waiver of notice
or consent need not specify the purpose of the meeting. All such waivers,
consents and approvals shall be filed with the corporate records or made a part
of the minutes of the meeting. Notice of a meeting need not be given to any
Director who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to such Director.

Section 9. Action Without Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors, or any committee
thereof, may be taken without a meeting if, prior to such action, a written
consent thereto is signed by all members of the Board or of such committee, as
the case may be, and such written consent is filed with the minutes of the
proceedings of the Board of Directors or committee.

Section 10. Telephonic Meetings. Unless otherwise restricted
by the Articles of Incorporation or these Bylaws, members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or any committee, by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at such meeting.

Section 11. General Powers of Directors. The Board of
Directors shall have the management of the business of the corporation, and,
subject to the restrictions imposed by law exercise all the powers of the
corporation. Each Director shall be entitled to rely upon the books and records
of the corporation, and upon information, opinions, reports, or statements,
including financial statements and other financial data, prepared or presented
by officers or employees of the corporation believed to be reliable and
competent in the matters presented, or by counsel, independent accountants, or
other persons as to matters which the Board of Directors believes to be within
such person's professional or expert competence.

Section 12. Specific Powers of Directors. Without prejudice
to such general powers, it hereby is expressly declared that the Directors
shall have the following powers:

(1) To make and change regulations, not inconsistent with these Bylaws,
for the management of the business and affairs of the corporation.

(2) To purchase or otherwise acquire for the corporation any property,
rights or privileges which the corporation is authorized to acquire.

(3) To pay for any property purchased for the corporation, either
wholly or partly in money, stock, bonds, debentures or other securities
of the corporation.

(4) To borrow money and make and issue notes, bonds and other
negotiable and transferable instruments, mortgages, deeds of trust and
trust agreements, and to do every act and thing necessary to effectuate
the same.

(5) To remove any officer for cause, or any officer summarily, without
cause, and, in their discretion, from time to time to devolve the
powers and duties of any officer upon any other person for the time
being.




(6) To appoint and remove or suspend subordinate officers or agents as
they may deem necessary, and to determine their duties, and to fix and
from time to time to change their salaries or remuneration, and to
require security as and when they think fit.

(7) To confer upon any officer of the corporation the power to appoint,
remove and suspend subordinate officers and agents.

(8) To determine who shall be authorized, on behalf of the corporation,
to make and sign bills, notes, acceptances, endorsements, contracts and
other instruments.

(9) To determine who shall be entitled, in the name and on behalf of
the corporation, to vote upon or to assign and transfer any shares of
stock, bonds or other securities of other corporations held by this
corporation.

(10) To delegate any of the powers of the Board, in relation to the
ordinary business of the corporation, to any standing or special
committee, or to any officer or agent (with power to sub-delegate),
upon such terms as they deem fit.

(11) To call special meetings of the stockholders for any purpose or
purposes.

(12) To appoint the accountants and attorneys for the corporation.

Section 13. Compensation. Directors shall receive a stated
salary for their services as Directors and, by resolution of the Board, a fixed
fee and expenses of attendance for attendance at each meeting. Directors may
participate in retirement plans, stock option and restricted stock plans and
other employee benefit plans of the Company which specifically permit
participation by directors.

Nothing herein contained shall be construed to preclude any
Director from serving the corporation in any other capacity as an officer,
agent, or otherwise.


ARTICLE IV

COMMITTEES





Section 1. Appointments and Powers. The Board of Directors
may, by resolution or resolutions passed by a majority of the whole Board,
designate one or more committees. The Board of Directors may designate one or
more Directors as alternate members of a committee who may replace any absent or
disqualified member at any meeting of the committee. Such alternate members
shall, for purposes of determining a quorum, be counted in the place of the
absent or disqualified member. The committee, to the extent provided in said
resolution or resolutions or in these Bylaws, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the corporation. Such committee or committees shall have such name or names
as may be stated in these Bylaws or as may be determined from time to time by
resolution adopted by the Board of Directors.

Section 2. Minutes. Committees shall keep regular minutes
of their proceedings, and report the same to the Board of Directors when
required.

Section 3. Audit Committee. The Audit Committee shall select
and engage in behalf of the corporation, and fix the compensation of, a firm of
certified public accountants whose duty it shall be to audit the books and
accounts of the corporation and its subsidiaries for the fiscal year in which
they are appointed, and who shall report to such Committee. The Audit Committee
shall confer with the auditors and shall determine, and from time to time shall
report to the Board of Directors upon the scope of the auditing of the books and
accounts of the corporation and its subsidiaries. The Audit Committee shall also
be responsible for determining that the business practices and conduct of
employees and other representatives of the corporation and its subsidiaries
comply with the policies and procedures of the corporation. None of the members
of the Audit Committee shall be officers or employees of the corporation.


ARTICLE V

OFFICERS

Section 1. Officers. The officers shall be elected at the
first meeting of the Board of Directors after each annual meeting of
stockholders. The Directors shall elect a Chairman, a Chief Executive Officer, a
President, a Secretary and a Treasurer and one or more Vice Presidents as they
may deem proper. Any person may hold two or more offices.

The Board of Directors may appoint such other officers and
agents as it may deem advisable, who shall hold office for such terms and shall
exercise such powers and perform such duties as shall from time to time be
determined by the Board of Directors.

Section 2. Chairman. The Chairman, if one be elected, shall
preside at all meetings of the Board of Directors and stockholders, and he shall
have and perform such other duties as from time to time may be assigned to him
by the Board of Directors.

Section 3. Chief Executive Officer. The Chief Executive
Officer shall have the general powers and duties of supervision and management
usually vested in the office of Chief Executive Officer of a corporation. He
shall have general supervision, direction and control of the business of the
corporation. Except as the Board of Directors shall authorize the execution
thereof in some other manner, he shall execute bonds, mortgages and other
contracts on behalf of the corporation.





Section 4. President. The President shall have the general
powers and duties of supervision and management usually vested in the office of
President of a corporation. He shall have general supervision, direction and
control of the business of the corporation. Except as the Board of Directors
shall authorize the execution thereof in some other manner, he shall execute
bonds, mortgages and other contracts on behalf of the corporation.

Section 5. Vice Presidents. Each Vice President shall have
such powers and shall perform such duties as are usually vested in the office of
Vice President of a corporation. Except as the Board of Directors shall
authorize the execution thereof in some other manner, he shall execute bonds,
mortgages and other contracts on behalf of the corporation.

Section 6. Secretary. The Secretary shall give, or cause to be
given, notice of all meetings of stockholders and Directors, and all other
notices required by law or by these Bylaws, and, in case of his absence or
refusal or neglect so to do, any such notice may be given by any person
thereunto directed by the Chairman, the Chief Executive Officer, the President,
the Board of Directors, or the stockholders, upon whose requisition the meeting
is called as provided in these Bylaws. He shall record all proceedings of
meetings of the stockholders and of the Board of Directors in a book to be kept
for that purpose, and shall perform such other duties as may be assigned to him
by the Directors or the President.

Section 7. Treasurer. The Treasurer shall have the custody of
the corporate funds and securities, and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation. He shall
deposit all monies and other valuables in the name and to the credit of the
corporation in such depositories as may be designated by the Board of Directors.

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

If required by the Board of Directors, he shall give the
corporation a bond for the faithful discharge of his duties, in such amount and
with such surety as the Board shall prescribe.

Section 8. Assistant Secretaries and Assistant Treasurers.
Assistant Secretaries and Assistant Treasurers, if any, shall be appointed by
the Board of Directors or by the Chief Executive Officer, the President or Vice
President and shall have such powers and shall perform such duties as shall be
assigned to them, respectively, by the Secretary and by the Treasurer.

Section 9. General Powers. In addition to the rights and
duties set forth in this Article V, the Chief Executive Officer, President,
Secretary or any other officer of the corporation shall be authorized and
empowered to take such actions and to execute such documents on behalf of the
corporation as may, from time to time, be required.






ARTICLE VI

RESIGNATIONS; FILLING OF VACANCIES;
INCREASE IN NUMBER OF DIRECTORS;
REMOVAL FROM OFFICE

Section 1. Resignations. Any Director, member of a committee,
or other officer may resign at any time. Such resignation shall be made in
writing, and shall take effect at the time specified therein, and, if no time be
specified, at the time of its receipt by the Board of Directors, the President
or the Secretary. The acceptance of a resignation shall not be necessary to make
it effective.

Section 2. Filling of Vacancies. If the office of any officer,
Director or member of a committee becomes vacant (other than, in the case of a
Director, as a result of an increase in the number of Directors or the removal
of a Director), the remaining Directors in office, whether or not sufficient to
constitute a quorum, may appoint, by a majority vote of such remaining
Directors, any qualified person to fill such vacancy. Any vacancy occurring by
reason of an increase in the number of Directors may be filled by action of a
majority of the entire Board.

A Director elected by the Board of Directors to fill a vacancy
pursuant to this Section 2 serves until the next annual meeting of stockholders
and until his or her successor is elected and qualifies. An officer or member of
a committee elected by the Board of Directors to fill a vacancy pursuant to this
Section 2 serves for the balance of the term of such officer or committee
member.

Section 3. Removal From Office. At a meeting of stockholders
expressly called for such purpose, any or all members of the Board of Directors
may be removed for cause by a vote of the holders of not less than two-thirds
(2/3) of the issued and outstanding capital stock entitled to vote thereon and
said stockholders may elect a successor or successors to fill any resulting
vacancies, for the unexpired terms of the removed Directors.

Any officer or agent, or member of a committee elected or
appointed by the Board of Directors, may be removed by said Board whenever, in
its judgment, the best interests of the corporation shall be served thereby.


ARTICLE VII

CAPITAL STOCK





Section 1. Certificates of Stock. Certificates of stock,
numbered, and signed by a member of the Board of Directors, the Chief Executive
Officer, the President or a Vice President, and the Secretary or an Assistant
Secretary, or the Treasurer or an Assistant Treasurer, shall be issued to each
stockholder, certifying to the number of shares owned by him in the corporation.
Whenever any certificate is countersigned, or otherwise authenticated by a
transfer agent or registrar, the signatures of such Chairman, Chief Executive
Officer, President, Vice President, Secretary, Assistant Secretary, Treasurer or
Assistant Treasurer may be facsimiles.

In case any officer who has signed or whose facsimile
signature has been placed upon such certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by the corporation
with the same effect as if he were such officer at the date of its issue.

Section 2. Lost Certificates. A new certificate of stock may
be issued in place of any certificate theretofore issued by the corporation and
alleged to have been lost or destroyed, and the Directors may, at their
discretion, request the owner of the lost or destroyed certificate, or his legal
representative, to give the corporation a bond, in such sum as they may direct,
but not exceeding double the value of the stock, to indemnify the corporation
against any claim that may be made against it on account of the alleged loss of
any such certificate.

Section 3. Transfer of Shares. Subject to the restrictions
that may be contained in the Articles of Incorporation, the shares of stock of
the corporation shall be transferable only upon its books by the holders thereof
in person or by their duly authorized representatives.

Section 4. Dividends. Subject to the provisions of the
Articles of Incorporation and the laws of the State of Maryland, the Board of
Directors may, at any regular or special meeting, declare dividends upon the
capital stock of the corporation, as and when they may deem expedient.


ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 1. Fiscal Year. The fiscal year of the
corporation shall end on the 31st day of December of each calendar year.

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

Section 3. Corporate Records. The corporation shall
keep correct and complete books of account and minutes of the proceedings of
its stockholders and Directors.




The corporation shall keep and maintain at its principal
offices a certified copy of its Articles of Incorporation and all amendments
thereto, a certified copy of its Bylaws and all amendments thereto, a stock
ledger or duplicate stock ledger, revised annually, containing the names,
alphabetically, arranged, of all stockholders, their residence addresses, and
the number of shares held by them, respectively. In lieu of the stock ledger or
duplicate stock ledger, a statement may be filed in the principal office stating
the name of the custodian of the stock ledger or duplicate stock ledger, and the
present and complete post office address (including street and number, if any)
where such stock ledger or duplicate stock ledger is kept.

The Directors shall take all reasonable steps to assure that a
full and correct annual statement of the affairs of the corporation is prepared
annually, including a balance sheet and a financial statement of operations for
the preceding fiscal year which shall be certified by independent certified
public accountants, and distributed to stockholders within 120 days after the
close of the corporation's fiscal year and a reasonable period of time prior to
the annual meeting of stockholders. The Directors shall also be responsible for
scheduling the annual meeting of stockholders.

Section 4. Notice and Waiver of Notice. Whenever, pursuant to
the laws of the State of Maryland or these Bylaws, any notice is required to be
given, personal notice is not meant unless expressly so stated, and any notice
so required shall be deemed to be sufficient if given by depositing the same in
the United States mail, postage prepaid, addressed to the person entitled
thereto at his address as it appears on the records of the corporation, and such
notice shall be deemed to have been given on the day of such mailing.
Stockholders not entitled to vote shall not be entitled to receive notice of any
meetings except as otherwise provided by statute.

Any notice required to be given may be waived, in writing, by
the person or persons entitled thereto, whether before or after the time stated
therein.

Section 5. Inspectors. The Board of Directors may, in advance
of any meeting of stockholders, appoint one or more inspectors to act at such
meeting or any adjournment thereof. If the inspectors shall not be so appointed
or if any of them shall fail to appear or act, the chairman of the meeting may,
and on the request of any stockholder entitled to vote thereat shall, appoint
inspectors. Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath to execute faithfully the duties of inspector at
such meeting with strict impartiality and according to the best of his ability.
The inspectors shall determine the number of 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. On request of
the chairman of the meeting or any stockholder entitled to vote thereat, the
inspectors shall make a report in writing of any challenge, request or matter
determined by them and shall execute a certificate of any fact found by them. No
Director or candidate for the office of Director shall act as inspector of an
election of Directors. Inspectors need not be stockholders.





Section 6. Transactions with Officers and Directors. The
corporation shall not engage in any purchase, sale or lease of property or other
business transaction in which an officer or director of the corporation has a
direct or indirect material interest without the approval by resolution of a
majority of those directors who do not have an interest in such transaction.


ARTICLE IX

AMENDMENTS TO BYLAWS

Section 1. Amendment by Stockholders. New Bylaws may be
adopted or these Bylaws may be amended or repealed by the vote or written
consent of holders of a majority of the outstanding shares entitled to vote,
provided, however, that any provision of these Bylaws requiring a vote of
greater than a majority may be amended, repealed or modified only by a vote
satisfying such higher voting requirements.

Section 2. Amendment by Directors. Subject to the right of the
stockholders as provided in Section 1 of this Article IX to adopt, amend, or
repeal Bylaws, Bylaws may be adopted, amended, or repealed by the Board of
Directors; provided, however, that the Board of Directors may adopt an amendment
of a Bylaw changing the authorized number of directors only within the limits
specified in the Articles of Incorporation or in Section 1 of Article III of
these Bylaws.


ARTICLE X

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Section 1. Indemnification. The corporation shall indemnify
and hold harmless, and shall pay expenses incurred by or satisfy a judgment or
fine levied against, each officer, director and other person, in the manner and
to the full extent permitted by the General Corporation Law of the State of
Maryland.

Section 2. Provisions Not Exclusive. This Article shall not be
construed as a limitation upon the power of the corporation to enter into
contracts or undertakings of indemnity with a director, officer, employee or
agent of the corporation, nor shall it be construed as a limitation upon any
other rights to which a person seeking indemnification may be entitled under any
agreement, vote of stockholders or disinterested directors or otherwise, both as
to actions in his official capacity and as to action in another capacity while
holding office.