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<SEC-DOCUMENT>0000899681-07-000796.txt : 20071128
<SEC-HEADER>0000899681-07-000796.hdr.sgml : 20071128
<ACCEPTANCE-DATETIME>20071128115525
ACCESSION NUMBER:		0000899681-07-000796
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20071127
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20071128
DATE AS OF CHANGE:		20071128

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CEDAR SHOPPING CENTERS INC
		CENTRAL INDEX KEY:			0000761648
		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE INVESTMENT TRUSTS [6798]
		IRS NUMBER:				421241468
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-31817
		FILM NUMBER:		071270622

	BUSINESS ADDRESS:	
		STREET 1:		44 SOUTH BAYLES AVENUE
		CITY:			PORT WASHINGTON
		STATE:			NY
		ZIP:			11050
		BUSINESS PHONE:		5167676492

	MAIL ADDRESS:	
		STREET 1:		44 SOUTH BAYLES AVENUE
		CITY:			PORT WASHINGTON
		STATE:			NY
		ZIP:			11050

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CEDAR INCOME FUND LTD /MD/
		DATE OF NAME CHANGE:	20001128

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	UNI INVEST USA LTD
		DATE OF NAME CHANGE:	20000407

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CEDAR INCOME FUND LTD
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>cedar-8k_112807.htm
<TEXT>
<HTML>
<HEAD>
<TITLE>8-K</TITLE>
</HEAD>
<BODY>

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     <HR ALIGN=LEFT WIDTH=100% SIZE=1 NOSHADE>

<!-- MARKER FORMAT-SHEET="Stroock Head Major Center Bold" FSL="Default" -->
<P ALIGN=CENTER><FONT SIZE=3><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, DC 20549</B> </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Head Major Center Bold" FSL="Default" -->
<P ALIGN=CENTER><FONT SIZE=3><B>FORM 8-K </B></FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold 1" FSL="Default" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Current Report
Pursuant to Section&nbsp;13 or 15(d)<BR>
Of the Securities Exchange Act of 1934 </FONT></H1>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Date
of Report (Date of earliest event reported):<B> November 27, 2007</B> </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=5><B>CEDAR SHOPPING
CENTERS, INC.</B></FONT><BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3>(Exact Name of Registrant as Specified in its Charter) </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold 1" FSL="Workstation" -->
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>Maryland</B><BR>
(State or Other Jurisdiction of Incorporation)</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=CENTER>
<B>001-31817</B><BR>
(Commission File Number)</TD>
<TD WIDTH=50% ALIGN=CENTER>
<B>42-1241468</B><BR>
(IRS Employer<BR>
Identification No.)</TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold 1" FSL="Workstation" -->
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>44 South Bayles Avenue<BR>
Port Washington, New York 11050</B><BR>
(Address of Principal Executive Offices) (Zip Code)</FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Head Major Center Bold" FSL="Workstation" -->
<P ALIGN=CENTER><FONT SIZE=3><B>(516)&nbsp;767-6492 </B><BR>
(Registrant&#146;s Telephone Number, Including Area Code)</FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold 1" FSL="Workstation" -->
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Not Applicable<BR>
(Former Name or Former Address, if Changed Since Last Report)</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=95%>Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>|_|</TD>
<TD WIDTH=95%>Written communications pursuant to Rule&nbsp;425 under the
Securities Act (17 CFR 230.425)</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>|_|</TD>
<TD WIDTH=95%>Soliciting material pursuant to Rule&nbsp;14a-12 under the Exchange Act (17 CFR 240.14a-12)</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>|_|</TD>
<TD WIDTH=95%>Pre-commencement communications pursuant to Rule&nbsp;14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>|_|</TD>
<TD WIDTH=95%>Pre-commencement communications pursuant to Rule&nbsp;13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))</TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Page Rule Single" FSL="Default" -->
     <HR ALIGN=LEFT WIDTH=100% SIZE=1 NOSHADE>

<P><FONT SIZE=3><B><U>Item 5.03</U>  <U>Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year</U>.</B></FONT></P>

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<P><FONT SIZE=3>On November 27, 2007, the Company&#146;s Board of Directors amended
Sections 6.01 and 6.02 of the Company&#146;s Amended and Restated By-Laws (the
&#147;By-Laws&#148;), effective on that day, to allow for the issuance of uncertificated
shares. As the result, the Company may now participate in the Direct Registration System
that is administered by The Depository Trust Company. The Direct Registration System
allows investors to have securities registered in their names without the issuance of
physical certificates and allows investors to electronically transfer securities to
broker-dealers in order to effect transactions without the risks and delays associated
with transferring physical certificates. The amendments to the By-Laws also provide that
each stockholder shall be entitled to a stock certificate upon written request to the
Company&#146;s transfer agent or registrar. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Flush" FSL="Default" -->
<P><FONT SIZE=3>The full text of the By-Laws, as amended, is filed as Exhibit 3.2 to this
report and amended Sections 6.01 and 6.02 are incorporated herein by reference. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold" FSL="Workstation" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3><U>Item 9.01</U> <U>Financial Statements and Exhibits</U>. </FONT></H1>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15%><U>Exhibit No.</U><BR>
<BR>
3.2</TD>
<TD WIDTH=85%><U>Description</U><BR>
<BR>
Amended and Restated By-Laws adopted August 13, 2003, as amended November 27,
2007</TD>
</TR>
</TABLE>
<BR>


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<P ALIGN=CENTER><FONT SIZE=3><B>SIGNATURE</B> </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Para Large Indent" FSL="Workstation" -->
<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized. </FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Head Left" FSL="Default" -->
<P ALIGN=LEFT><FONT SIZE=3>Dated: November 27, 2007</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50%></TD>
<TD WIDTH=50%>CEDAR SHOPPING CENTERS, INC.<BR>
<BR>
<BR>
By: <U>/s/Leo S. Ullman&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Leo S. Ullman<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Chairman of the Board, President<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;and CEO</TD>
</TR>
</TABLE>
<BR>


<!-- MARKER FORMAT-SHEET="Head Center Underline" FSL="Workstation" -->
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><U>Exhibit Index</U> </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15%><U>Exhibit No.</U><BR>
<BR>
3.2</TD>
<TD WIDTH=85%><U>Description</U><BR>
<BR>
Amended and Restated By-Laws adopted August 13, 2003, as amended November 27,
2007</TD>
</TR>
</TABLE>
<BR>

</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>2
<FILENAME>cedar-ex32_112807.htm
<DESCRIPTION>EXHIBIT 3.2
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 3.2</TITLE>
</HEAD>
<BODY>

<!-- MARKER FORMAT-SHEET="Stroock Head Major Center Bold" FSL="Workstation" -->
<P ALIGN=CENTER><FONT SIZE=3><B>CEDAR SHOPPING CENTERS, INC. </B></FONT></P>

<!-- MARKER FORMAT-SHEET="Stroock Head Major Center Bold" FSL="Default" -->
<P ALIGN=CENTER><FONT SIZE=3><B>AMENDED AND RESTATED BY-LAWS </B></FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold 1"  -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>adopted August 13,
2003, as amended November 27, 2007 </FONT></H1>

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<P ALIGN=CENTER><FONT SIZE=3>ARTICLE 1<BR>
OFFICES</FONT></P>

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<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cedar
Shopping Centers, Inc. (the &#147;Corporation&#148;) shall maintain a registered office in
the State of Maryland as required by law. The Corporation may also have offices at other
places, within or without the State of Maryland as the business of the Corporation may
require. </FONT></P>

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<P ALIGN=CENTER><FONT SIZE=3>ARTICLE 2<BR>
STOCKHOLDERS</FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
2.01 <U>Place of Meetings</U>. Meetings of stockholders possessing voting shares shall be
held at such place in the United States, within or without the State of Maryland, as the
Board of Directors designates. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
2.02 <U>Annual Meeting</U>. The annual meeting of the stockholders possessing voting
shares shall be held on such date and at such time as the Board of Directors designates.
At each annual meeting, such stockholders shall elect the members of the Board of
Directors whose terms have expired and transact such other business as may be properly
brought before the meeting. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
2.03 <U>Special Meetings</U>. Special meetings of stockholders may be called by the
Chairman of the Board and shall be called by the Chairman of the Board or the Secretary at
the request in writing of (x) a majority of the Directors or (y) the holders of 25 percent
or more of the issued and outstanding shares of capital stock of the Corporation entitled
to be voted at the meeting. Such a request shall state the purpose or purposes of the
proposed meeting. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Sub 2 Left" FSL="Workstation" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
2.04 Notice of Stockholder Meetings. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
          <U>Required Notice</U>. Written notice stating the place, day and hour of any
          annual or special stockholder meeting shall be delivered not less than 10 or
          more than 60 days before the date of the meeting, either personally or by mail,
          by or at the direction of the Chairman of the Board, the Board of Directors, or
          other persons calling the meeting, to each stockholder of record entitled to
          vote at such meeting and to any other stockholder entitled by the Maryland
          General Corporation Law (the &#147;Act&#148;) or the charter to receive notice
          of the meeting. Notice shall be deemed to be effective at the earliest of: (1)
          when deposited in the United States mail, addressed to the stockholder at his
          address as it appears on the stock transfer books of the Corporation, with
          postage thereon prepaid; (2) on the date shown on the return receipt if sent by
          registered or certified mail, return receipt requested, and the receipt is
          signed by or on behalf of the addressee; or (3) when received. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
          <U>Adjourned Meeting</U>. If any stockholder meeting is adjourned to a different
          date, time, or place, notice need not be given of the new date, time, and place,
          if the new date, time, and place is announced at the meeting before adjournment.
          But if a new record date for the adjourned meeting is or must be fixed then
          notice must be given pursuant to the requirements of paragraph (a) of this
          Section 2.04, to those persons who are stockholders as of the new record date. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
          <U>Waiver of Notice</U>. A stockholder may waive notice of the meeting (or any
          notice required by the Act, charter, or By-Laws), by a writing signed by the
          stockholder entitled to the notice, which is delivered to the Corporation
          (either before or after the date and time stated in the notice) for inclusion in
          the minutes or filing with the corporate records. </FONT></P>

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<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A
stockholder&#146;s attendance at a meeting: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Hang Level 2" FSL="Default" -->
               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
                    <TR VALIGN=TOP>
                    <TD ALIGN=RIGHT WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=3> </FONT></TD>
                    <TD ALIGN=LEFT WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>(1) </FONT></TD>
                    <TD WIDTH=90%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
                    waives objection to lack of notice or defective notice of the meeting unless the
                    stockholder at the beginning of the meeting objects to holding the meeting or
                    transacting business at the meeting; or </FONT></P></TD>
                    </TR>
                    </TABLE>
                    <BR>

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               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
                    <TR VALIGN=TOP>
                    <TD ALIGN=RIGHT WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=3> </FONT></TD>
                    <TD ALIGN=LEFT WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>(2) </FONT></TD>
                    <TD WIDTH=90%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
                    waives objection to consideration of a particular matter at the meeting that is
                    not within the purpose or purposes described in the meeting notice, unless the
                    stockholder objects to considering the matter when it is presented. </FONT></P></TD>
                    </TR>
                    </TABLE>
                    <BR>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)
                    <U>Contents of Notice</U>. The notice of each special stockholder meeting shall
                    include a description of the purpose or purposes for which the meeting is
                    called. Except as provided in this Section 2.04(d), or as provided in the
                    Corporation&#146;s charter, or otherwise in the Act, the notice of an annual
                    stockholder meeting need not include a description of the purpose or purposes
                    for which the meeting is called. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
2.05 <U>Quorum</U>. The holders, present in person or represented by proxy, of shares of
capital stock entitled to cast a majority of all votes entitled to be cast at the meeting
shall constitute a quorum for the transaction of business at the meeting. If less than a
quorum is present, the holders of a majority of such shares whose holders are so present
or represented may from time to time adjourn the meeting to another place, date, or hour
until a quorum is present, whereupon the meeting may be held, as adjourned, without
further notice except as required by law or by Section 2.04. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
2.06 <U>Voting</U>. When a quorum is present at a meeting of the stockholders, the vote of
the holders of a majority of the shares of capital stock entitled to be voted whose
holders are present in person or represented by proxy shall decide any question brought
before the meeting, unless the question is one upon which, by express provision of law or
of the Articles of Incorporation or of these By-Laws, a different vote is required. Unless
otherwise provided in the charter, each holder of shares of Common Stock shall at a
meeting of the stockholders be entitled to one (1) vote in person or by proxy for each
share of Common Stock held by such stockholder. At a meeting of the stockholders, all
questions relating to the qualifications of voters, the validity of proxies, and the
acceptance or rejection of votes shall be decided by the presiding officer of the meeting. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
2.07 <U>Presiding Officer of Meetings</U>. The Chairman of the Board, or in his absence,
the President, or in his absence a Vice President, or in his absence a chairman for the
meeting chosen by the Board of Directors, shall preside at all meetings of the
stockholders. In the absence of all of the foregoing, the presiding officer shall be
elected by vote of the holders of a majority of the shares of capital stock entitled to be
voted whose holders are present in person or represented by proxy at the meeting. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
2.08 <U>Secretary of Meetings</U>. The Secretary of the Corporation shall act as secretary
of all meetings of the stockholders. In the absence of the Secretary, the presiding
officer of the meeting shall appoint any other person to act as secretary of the meeting. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
2.09 <U>Action in Lieu of Meeting</U>. Any action required or permitted to be taken at any
annual or special meeting of the stockholders may be taken without a meeting, without
prior notice and without a vote, if consents in writing, setting forth the action so
taken, are signed by all of the holders of shares of capital stock entitled to vote
thereon. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent"  -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
2.10 <U>Proxies</U>. At all meetings of stockholders, a stockholder may vote in person, or
vote by proxy which is executed in writing by the stockholder or which is executed by his
duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation or other persons authorized to tabulate votes before or at the time of the
meeting. No proxy shall be valid after 11 months from the date of its execution unless
otherwise provided in the proxy. </FONT></P>


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<P ALIGN=CENTER><FONT SIZE=3>ARTICLE 3<BR>
BOARD OF DIRECTORS</FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
3.01 <U>Powers</U>. The business of the Corporation shall be managed under the direction
of the Board of Directors, which shall exercise all such powers of the Corporation and do
all such lawful acts and things as are not by law or by the Articles of Incorporation or
by these By-Laws directed or required to be exercised or done by the stockholders. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Sub 2 Left" FSL="Workstation" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
3.02 Number; Election; Qualification; Term.</I> </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
          The Board of Directors shall initially consist of at least three members or as
          determined from time to time by amendment of this subsection. The term of office
          of a Director shall not be affected by any decrease in the authorized number of
          Directors. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
          Until the first annual meeting of the stockholders, the Board of Directors shall
          initially consist of the persons named as the Directors of the Corporation by
          the incorporator in the charter. At the first annual meeting and at each
          subsequent annual meeting of the stockholders, the stockholders shall elect the
          successors of the Directors whose term have expired at that meeting to serve for
          a term expiring in accordance with Section 3.02(d). The number of Directors
          shall in no event be less than three. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
          Unless by the terms of the action pursuant to which he was elected any special
          condition or conditions must be fulfilled in order for him to be qualified, a
          person elected as a Director shall be deemed to be qualified (1) upon his
          receipt of notice of election and his indication of acceptance thereof or (2)
          upon the expiration of ten days after notice of election is given to him without
          his having given notice of inability or unwillingness to serve. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)
          At each annual meeting of the stockholders of the Corporation, the successors of
          the class of directors whose terms expire at that meeting shall be elected to
          hold office for a term of one year and until such director&#146;s earlier
          resignation or removal; provided, however, each director elected at the annual
          meetings of the Corporation held in 2001 and 2002 shall serve for the full
          three-year term to which such director was elected or until such director&#146;s
          earlier resignation or removal. No election of directors need be by written
          ballot. No decrease in the number of directors constituting the Board of
          Directors shall shorten the term of any incumbent director. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
3.03 <U>Vacancies</U>. Whenever between annual meetings of the stockholders any vacancy
exists in the Board of Directors by reason of death, resignation, removal, or increase in
the authorized number of Directors, or otherwise, it may be filled by the Board of
Directors (if permitted under the Act) or by the stockholders at a special meeting of the
stockholders called for that purpose. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Section 3.04 <U>Place of Meetings</U>. Any meeting of the Board of Directors may be
held either within or without the State of Maryland.</FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
3.05 <U>Annual Meeting</U>. There shall be an annual meeting of the Board of Directors for
the election of officers and the transaction of such other business as may be brought
before the meeting. The annual meeting of the Board shall be held immediately following
the annual meeting of the stockholders or any adjournment thereof, at the place where the
annual meeting of the stockholders was held or at such other place as a majority of the
Directors who are then present determine. If the annual meeting is not so held, it shall
be called and held in the manner provided herein for special meetings of the Board or
conducted pursuant to Section 3.11. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
3.06 <U>Regular Meetings</U>. Regular meetings of the Board of Directors, other than the
annual meeting, may be held without notice at such times and places as the Board may have
fixed by resolution. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
3.07 <U>Special Meetings</U>. Special meetings of the Board of Directors may be called by
the Chairman of the Board or the President and shall be called on the written request of a
majority of the Directors. Not less than one day&#146;s notice of a special meeting shall
be given by the Secretary to each Director. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
3.08 <U>Organization</U>. Every meeting of the Board of Directors shall be presided over
by the Chairman of the Board, or in his absence by the President. In the absence of the
Chairman of the Board and the President, a presiding officer shall be chosen by a majority
of the Directors present. The Secretary of the Corporation shall act as secretary of the
meeting. In his absence the presiding officer shall appoint another person to act as
secretary of the meeting. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
3.09 <U>Quorum</U>. The presence of a majority of the number of Directors then serving
shall be necessary to constitute a quorum for the transaction of business at a meeting of
the Board of Directors. If less than a quorum is present, a majority of the Directors
present may adjourn the meeting to another time or place until a quorum is present,
whereupon the meeting may be held, as adjourned, without further notice. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
3.10 <U>Vote</U>. The act of a majority of the Directors present at any meeting at which
there is a quorum shall be the act of the Board of Directors, except as may be otherwise
specifically provided by law, by the Articles of Incorporation, or by these By-Laws. Where
a vote of the Directors present results in a tie, the action proposed shall not constitute
an act of the Board of Directors. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
3.11 <U>Action in Lieu of a Meeting</U>. Any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken without a
meeting, if all of the members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of the
proceedings of the Board or committee. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
3.12 <U>Conference Call Meeting</U>. Members of the Board of Directors or of any committee
thereof may participate in a meeting of the Board or committee, as the case may be, 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 the meeting. </FONT></P>


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<P ALIGN=CENTER><FONT SIZE=3>ARTICLE 4<BR>
COMMITTEES</FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
4.01 <U>Committees of the Board</U>. The Board of Directors may, by resolution passed by a
majority of the Directors in office, establish one or more committees, each committee to
consist of two or more of the Directors. The Board may designate one or more Directors as
alternate members of any committee, who may replace any absent or disqualified member or
members at any meeting of the committee. Any such committee, to the extent provided in the
resolution of the Board, shall have and may exercise all the power and authority of the
Board for direction and supervision of the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all papers
that may require it. No such committee, however, shall have power or authority in
reference to (i) amending the charter or the By-Laws, (ii) adopting an agreement of merger
or consolidation, (iii) recommending to the stockholders the sale, lease, or exchange of
all or substantially all of the Corporation&#146;s property and assets, (iv) recommending
to the stockholders a dissolution of the Corporation or a revocation of a dissolution, (v)
electing a Director, or electing or removing an officer; and (vi) unless the resolution
expressly so provided, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
4.02 <U>Procedures; Minutes of Meetings</U>. Each committee shall determine its rules with
respect to notice, quorum, voting, and the taking of action, provided that such rules
shall be consistent with law, the rules in these By-Laws applicable to the Board of
Directors, and the resolution of the Board establishing the committee. Each committee
shall keep regular minutes of its meetings and report the same to the Board of Directors
when required. </FONT></P>


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<P ALIGN=CENTER><FONT SIZE=3>ARTICLE 5<BR>
OFFICERS</FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
5.01 <U>General</U>. The Board of Directors shall elect the officers of the Corporation,
which shall include a President, Treasurer and a Secretary and such other officers,
including, without limitation, Chairman of the Board, Vice Chairman, Chief Operating
Officer, Vice-Presidents, Comptroller and General Counsel as in the Board&#146;s opinion
are desirable for the conduct of the business of the Corporation. Any two or more offices
may be held by the same person except that the President shall not hold the office of
Vice-President or Secretary. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
5.02 <U>Powers and Duties</U>. Each of the officers of the Corporation shall, unless
otherwise ordered by the Board of Directors, have such powers and duties as generally
pertain to his respective office as well as such powers and duties as from time to time
may be conferred upon him by the Board and these By-Laws. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
5.03 <U>Term of Office; Removal and Vacancy</U>. Each officer shall hold his office until
his successor is elected and qualified or until his earlier resignation or removal and
shall be subject to removal with or without cause at any time by the affirmative vote of a
majority of the Directors in office. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
5.04 <U>Chairman of the Board</U>. The Chairman of the Board shall be the Chief Executive
Officer and, if present, shall preside at meetings of the Board and of the stockholders,
shall be the principal executive officer of the Corporation and, subject to the control of
the Board of Directors, shall supervise and control in general all of the business and
affairs of the Corporation. He may sign, with the Secretary or any other proper officer of
the Corporation authorized by the Board of Directors, certificates for shares of the
Corporation and deeds, mortgages, bonds, contracts, or other instruments which the Board
of Directors has authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of Directors or by these
By-Laws to some other officer or agent of the Corporation, or shall be required by law to
be otherwise signed or executed; and in general shall perform all duties incident to the
office of chairman of the board and chief executive officer and such other duties as may
be prescribed by the Board of Directors from time to time. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
5.05 <U>President</U>. The President shall be the chief operating officer of the
Corporation and, subject to the control of the Board of Directors, shall supervise and
control in general those operations of the Corporation designated by the Chairman of the
Board. He may sign, with the Secretary or any other proper officer of the Corporation
authorized by the Board of Directors, certificates for shares of the Corporation and
deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution thereof shall
be expressly delegated by the Board of Directors or by these By-Laws to some other officer
or agent of the Corporation, or shall be required by law to be otherwise signed or
executed; and in general shall perform all duties incident to the office of president and
chief operating officer and such other duties as may be prescribed by the Board of
Directors from time to time. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
5.06 <U>Treasurer</U>. The Treasurer shall: (a)&nbsp;have charge and custody of and be
responsible for all funds and securities of the Corporation; (b)&nbsp;receive and give
receipts for moneys due and payable to the Corporation from any source whatsoever, and
deposit all such moneys in the name of the Corporation in such banks, trust companies, or
other depositaries as shall be selected by the Board of Directors; and (c) in general,
perform all of the duties incident to the office of treasurer and such other duties as
from time to time may be assigned to him by the Chairman of the Board, the President or by
the Board of Directors. If required by the Board of Directors, the Treasurer shall give a
bond for the faithful discharge of his duties in such sum and with such surety or sureties
as the Board of Directors shall determine. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
5.07 <U>Secretary</U>. The Secretary shall: (a) keep the minutes of the proceedings of the
stockholders and of the Board of Directors in one or more books provided for that purpose;
(b) see that all notices are duly given in accordance with the provisions of these By-Laws
or as required by law; (c) be custodian of the corporate records and of any seal of the
Corporation and if there is a seal of the Corporation, see that it is affixed to all
documents the execution of which on behalf of the Corporation under its seal is duly
authorized; (d) when requested or required, authenticate any records of the Corporation;
(e) keep a register of the post office address of each stockholder which shall be
furnished to the secretary by such stockholder; (f) sign with the Chairman of the Board,
the President or a Vice-President, certificates for shares of the Corporation, the
issuance of which shall have been authorized by resolution of the Board of Directors; (g)
have general charge of the stock transfer books of the Corporation; and (h) in general
perform all duties incident to the offices of secretary and such other duties as from time
to time may be assigned to him by the Chairman of the Board, the President or by the Board
of Directors. </FONT></P>


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<P ALIGN=CENTER><FONT SIZE=3>ARTICLE 6<BR>
CAPITAL STOCK</FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
6.01 <U>Certificates of Stock</U>. Shares of capital stock of the Corporation may be
certificated or uncertificated, as provided under the Maryland General Corporation Law.
Each stockholder, upon written request to the transfer agent or registrar of the
Corporation, shall be entitled to a certificate of the capital stock of the Corporation in
such form as may from time to time be prescribed by the Board. Each certificate shall bear
the Corporation seal and shall be signed by the chairman of the board or the president or
a vice president and by the treasurer or an assistant treasurer or the secretary or an
assistant secretary. The Corporation seal and the signatures by Corporation officers may
be facsimiles if the certificate is manually countersigned by an authorized person on
behalf of a transfer agent or registrar other than the Corporation or its employee. In
case any officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed on the certificate shall have ceased to be an officer, transfer agent or
registrar before the certificate is issued, it may be issued by the Corporation with the
same effect as if the officer, transfer agent or registrar were the officer, transfer
agent or registrar at the time of its issue. Every certificate for shares of stock which
are subject to any restriction on transfer and every certificate issued when the
Corporation is authorized to issue more than one class or series of stock shall contain a
legend with respect thereto as is required by law. The Corporation shall be permitted to
issue fractional Shares. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
6.02 <U>Transfers</U>. Upon the surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignation or authority to transfer, the Corporation shall issue a new
certificate or evidence of the issuance of uncertificated shares to the stockholder
entitled thereto, cancel the old certificate and record the transaction upon the
Corporation&#146;s books. Upon the surrender of any certificate for transfer of stock, the
certificate shall at once be conspicuously marked on its face &#147;Cancelled&#148; and
filed with the permanent stock records of the Corporation. Upon the receipt of proper
transfer instructions from the registered owner of uncertificated shares, the
uncertificated shares shall be cancelled and new equivalent uncertificated shares or
certificated shares shall be issued to the stockholder entitled thereto and the
transaction shall be recorded upon the Corporation&#146;s books. If the Corporation has a
transfer agent or registrar acting on its behalf, the signature of any officer or
representative thereof may be in a facsimile. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
6.03 <U>Ownership of Stock</U>. The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the owner thereof in fact and shall not be bound
to recognize any equitable or other claim to or interest in such share or shares on the
part of any other person, whether or not it has express or other notice thereof, except as
otherwise expressly provided by law or in the charter. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
6.04 <U>Lost, Stolen, or Destroyed Certificates</U>. In case any certificate for stock of
the Corporation is lost, stolen, or destroyed, the Corporation may require such proof of
the fact and such indemnity to be given to it, to its transfer agent, or to its registrar,
if any, as deemed necessary or advisable by it. </FONT></P>


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<P ALIGN=CENTER><FONT SIZE=3>ARTICLE 7<BR>
MISCELLANEOUS</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Section 7.01 <U>Corporate Seal</U>. The seal of the Corporation shall be circular in
form and shall contain the name of the Corporation, the year of incorporation,
and the word "Maryland."</FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
7.02 <U>Fiscal Year</U>. The Corporation&#146;s fiscal year shall end on December 31. The
Board of Directors shall have power to change the fiscal year of the Corporation from time
to time. </FONT></P>


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<P ALIGN=CENTER><FONT SIZE=3>ARTICLE 8<BR>
INDEMNIFICATION; TRANSACTIONS WITH INTERESTED PERSONS</FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
8.01 <U>Indemnification</U>. The Corporation shall, to the fullest extent required or
permitted by applicable law, indemnify any person who is or was, or is the personal
representative of a deceased person who was, a Director, officer, employee, or agent of
the Corporation against any judgments, penalties, fines, settlements and reasonable
expenses and any other liabilities to the fullest extent permitted by Section 2-418 of the
Act as in effect from time to time; provided that, unless applicable law otherwise
requires, indemnification shall be contingent upon a determination, by the Board of
Directors by a majority vote of a quorum consisting of Directors not, at the time, parties
to the proceeding, or, if such a quorum cannot be obtained, then by a majority vote of a
committee of the Board of Directors consisting solely of two or more Directors not, at the
time, parties to such proceeding and who were duly designated to act in the matter by a
majority vote of the full board in which the designated Directors who are parties may
participate or by special legal counsel selected by and if directed by the Board of
Directors as set forth above, that indemnification is proper in the circumstances because
such Director, officer, employee, or agent has met the applicable standard of conduct
prescribed by Section 2-418(b) of the Act. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
8.02 <U>Transactions With Interested Persons</U>. No contract or transaction between the
Corporation and any of its Directors or officers, or between the Corporation and any other
corporation, partnership, association, or other organization in which any of its Directors
or officers is a director or officer or has a financial interest, shall be void or
voidable solely for that reason, or solely because the Director or officer is present at
or participates in the meeting of the Board of Directors or committee thereof at which the
contract or transaction is authorized or solely because his vote is counted for such
purpose, if </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
          the material facts as to his relationship or interest and as to the contract or
          transaction are disclosed or are known to the Board of Directors or the
          committee, and the Board of Directors or committee in good faith approves or
          ratifies the contract or transaction by the affirmative vote of a majority of
          the disinterested Directors, even though the disinterested Directors are less
          than a quorum; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
          the material facts as to his relationship or interest and as to the contract or
          transaction are disclosed or are known to the stockholders entitled to vote
          thereon, and the contract or transaction is specifically approved in good faith
          by a majority of the votes cast by the stockholders other than the votes of
          shares owned of record or beneficially by the interested Director, officer,
          corporation, firm or other entity; or </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
          the contract or transaction is fair and reasonable as to the Corporation as of
          the time it is authorized, approved, or ratified by the Board of Directors, a
          committee thereof, or the stockholders. </FONT></P>


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<P ALIGN=CENTER><FONT SIZE=3>ARTICLE 9<BR>
AMENDMENT</FONT></P>

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<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
power to amend or repeal these By-Laws and to adopt new By-Laws is vested exclusively in
the Board of Directors. </FONT></P>

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