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BYLAWS
OF
ROCKNET CORPORATION

10/1/98

Reaffirmed by Board Vote 2/10/00

ARTICLE 1. DIRECTORS

Section 1. General Powers.

The business and affairs of the Corporation shall be managed under the direction of its Board of Directors consisting initially of those individuals named in the Articles of Incorporation. In addition to the powers expressly conferred upon them by these Bylaws, the Board of Directors may delegate to officers of the Corporation such powers and duties as it may see fit in addition to those specifically provided in these Bylaws. The Directors serving as such from time to time shall be the members of the Corporation.

Section 2. Number and Tenure.

The Board of Directors shall be elected by the Directors holding office from time to time. Each Director shall hold office for a term of three years and until a successor shall have been elected and qualify. The number of Directors may, by vote of a majority of the entire Board, be decreased to not less than three or increased to a number not exceeding nine. The Board of Directors shall keep minutes of its meetings and a full account of its transactions.

Section 3. Advisory or Ex Officio Members.

The Board of Directors may, by proper resolution, invite certain individuals as advisors or ex officio Directors to offer advice to the Board of Directors at such times and concerning such matters as the Board of Directors shall designate in such resolution. Any such advisory or ex officio Director shall have no right to vote, with such position being that of an independent advisor to the Board of Directors.

Section 4. Regular Meetings.

A regular annual meeting of the Board of Directors shall be held during the month of September in each year, on a day, and at a time and place to be determined by the President or the Directors. Other regular meetings shall be held on such dates and at such times as may be designated from time to time by the President or by the Directors.

Section 5. Special Meetings.

Special meetings of the Board of Directors may be called by the President or by any two Directors.

Section 6. Place of Meetings.

The Board of Directors may hold its regular and special meetings at such place within or without the State of Maryland as it may from time to time determine. In the absence of such determination, regular and special meetings of the Board of Directors shall be held at the principal business office of the Corporation.

Section 7. Notice.

Notice of the place, day and hour of every regular and special meeting shall be given to each Director:

a. By notice in writing mailed postage prepaid not later than the third day before the day set for the meeting and addressed to the Director's last known post office address according to the records of the Corporation;

b. By telegraphic or telephonic communication or by notice in writing delivered personally or left at the Director's residence or usual place of business not later than the second day before the day set for the meeting.

No notice of the time, place or purpose of any meeting need be given to any Director, who, in writing executed and filed with the records of the meeting either before or after the holding thereof, waives such notice or who attends the meeting.

Section 8. Quorum.

A majority of the Board of Directors shall constitute a quorum for the transaction of business at every meeting; but if at any meeting there be less than a quorum present, a majority of those present may adjourn the meeting from time to time, but not for a period in excess of 30 days, without notice other than by announcement at the meeting, until a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called. Except as otherwise provided in the Charter of these Bylaws, the action of a majority of the Directors present at a meeting at which a quorum is present shall be the action of the Board of Directors.

Section 9. Vacancies.

Any vacancy occurring in the Board of Directors or created by an increase in the number of Directors may be filled by a majority of the remaining Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.

Section 10. Removal.

At any meeting of the Directors called for the purpose any Director may, by vote of a majority of the other Directors, be removed from office, with or without cause, and another may be elected in the place of the person so removed to serve for the remainder of the term.

Section 11. Compensation.

Directors shall receive no compensation for their services as such but may, by resolution of the Board of Directors, be allowed reimbursement for their expenses actually and reasonably incurred on behalf of the Corporation.

Section 12. Informal Action by Directors.

Any action of the Directors may be taken without a meeting if a consent in writing setting forth the action taken is signed by all Directors and filed with the minutes of the Corporation.

Section 13. Telephone Conference.

Members of the Board of Directors or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meetings can hear each other at the same time and participation by such means shall constitute presence in person at the meeting.

ARTICLE II. OFFICERS

Section 1. In General.

The officers of the Corporation shall consist of a President, a Vice-President, a Secretary and a Treasurer, and whenever deemed advisable by the Board, one or more Assistant Secretaries, Assistant Treasurers or additional Vice-Presidents.

The President shall be chosen from among the Directors. Any two offices, except those of President and Vice-President, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity, when such instrument is required to be executed, acknowledged or verified by any two or more officers. The Board of Directors may from time to time appoint such other agents and employees, with such powers and duties as the Board may deem proper.

Section 2. President.

The President shall be the Chief Executive Officer of the Corporation and shall, when present, preside at all meetings of the Directors. The President shall have general management and direction of the activities of the Corporation and all powers ordinarily exercised by the president of a corporation, shall have authority to employ an administrator or other persons at salaries fixed by resolution of the Board of Directors to assist in the general management and direction of the activities of the Corporation, and shall have authority to sign and execute, in the name of the Corporation, all deeds, mortgages, bonds, contracts or other instruments to be executed on the Corporation's behalf.

Section 3. Vice-President.

In the absence of the President or in the event of his or her inability or refusal to act, the Vice-President (or in the event there be more than one Vice-President, the Vice-Presidents in the order of their election or designated seniority) shall perform the duties of the President, and when so acting, shall have and may exercise all the powers of the President. Any Vice-President shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors.

Section 4. Secretary.

The Secretary shall keep minutes of the meetings of the Board of Directors, see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, be custodian of the corporate records and of the seal of the Corporation, and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.

Section 5. Treasurer.

If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of the duties of the office in such sum and with such surety or sureties as the Board of Directors shall determine, the cost of which shall be borne by the Corporation. The Treasurer shall have charge and custody of all funds and securities of the Corporation, and deposit all such monies in the name of the Corporation in such banks or other depositaries as shall from time to time be selected by the Board of Directors. In general, the Treasurer shall perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors.

Section 6. Assistant Officers.

Each Assistant Secretary and Assistant Treasurer (if any) shall hold office for such period and shall have such authority and perform such duties as the Board of Directors may prescribe.

Section 7. Compensation.

No officers shall receive any compensation for their services as such but may, by resolution of the Board of Directors, be allowed reimbursement for their expense, actually and reasonably incurred on behalf of the Corporation.

Section 8. Removal.

The Board of Directors shall have the power to set the term of any officer and at any regular or special meeting to remove any officer with or without cause. The Board may authorize any officer to remove subordinate officers.

Section 9. Vacancies.

The Board of Directors at any regular or special meeting shall have the power to fill a vacancy occurring in any officership.

ARTICLE III. COMMITTEES

Section 1. Executive Committee of Directors.

The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate from among its members an Executive Committee consisting of such number of Directors as may be specified in the resolution, which Committee, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation, except that such Committee shall have no authority to amend, alter, or repeal the Bylaws, to elect, appoint or remove any Director or officer of the Corporation, or to approve any charter document required to be filed with the State Department of Assessments and Taxation of Maryland.

Section 2. Other Committees.

The Board of Directors may by resolution constitute and appoint such other committees to perform such other duties and functions as the Board may deem appropriate.

Section 3. Term of Office.

Each member of every committee shall continue in office at the pleasure of the Board of Directors.

Section 4. Chairman.

One member of each such committee shall be appointed chairman, either directly by the Board of Directors or in such other manner as the Board of Directors may prescribe.

Section 5. Quorum.

Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 6. Rules.

Each committee may adopt rules for its own government not inconsistent with the Articles of Incorporation, with these Bylaws, with rules adopted by the Board of Directors, or with any applicable law of the State of Maryland.

ARTICLE IV. CONTRACTS, CHECKS, DEPOSITS AND GIFTS

Section 1. Contracts.

The Board of Directors may authorize any officer or officers, agents or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, etc.

All checks, drafts or 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 shall from time to time be determined by resolution of the Board of Directors.

Section 3. Deposits.

All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks or other depositaries as the Board of Directors may select.

Section 4. Gifts.

The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.

ARTICLE V. SUNDRY PROVISIONS

Section 1. Fiscal Year.

The fiscal year of the Corporation shall be the calendar year unless some other fiscal year be specified by resolution of the Board of Directors.

Section 2. Seal.

The seal of the Corporation shall be circular in form with the name of the Corporation inscribed around the outer edge, and in the center shall be inscribed the word "Maryland" and the year of incorporation. In lieu of affixing the corporate seal to any document, it shall be sufficient to meet the requirements of any law, rule, or regulation relating to a corporate seal to affix the word "(SEAL)" adjacent to the signature of the authorized officer of the Corporation.

Section 3. Indemnification.

To the maximum extent permitted by the Maryland General Corporation Law and the Internal Revenue Code of 1986, as from time to time amended, the Corporation shall indemnify its currently acting and its former Directors, officers, agents and employees to the full extent required by the Charter.

Section 4. Amendments to Bylaws.

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted, by a majority of the entire Board of Directors at any regular meeting or at any special meeting called for that purpose.

I, Robert W. Skinner, President of the RockNet Corporation (the "Corporation"), hereby certify that the foregoing constitutes all of the provisions of the Bylaws of the Corporation, as currently in effect.

IN WITNESS WHEREOF, I hereunto subscribe my name and affix the seal of the Corporation this ____ day of ________________, 1998.

________________________(SEAL)
Robert W. Skinner, President

 

ROCKNET CORPORATION
INFORMAL ORGANIZATIONAL ACTION
OF
BOARD OF DIRECTORS

The undersigned, constituting all of the members of the Board of Directors of RockNet Corporation, a Maryland nonstock corporation (the "Corporation"), in accordance with Section 2-408(c) of the Corporations and Associations Article of the Annotated Code of Maryland, do hereby take the actions below set forth, and to evidence their waiver of any right to dissent from such actions, do hereby consent as follows:

RESOLVED: That the Articles of Incorporation of this Corporation filed with the State Department of Assessments and Taxation on July 15, 1997, and attached hereto and incorporated by reference herein be and the same are hereby approved and accepted; and

FURTHER RESOLVED: That the Bylaws attached hereto and incorporated by reference herein be and the same are hereby declared to be the Bylaws of the Corporation; and

FURTHER RESOLVED: That the Corporation has a President, a Vice-President, a Secretary, and a Treasurer; and

FURTHER RESOLVED: That the following persons have been duly elected as officers of the Corporation as of March 19, 1997 in the respective capacities set forth after their several names, the term of office of each person to be until the first annual meeting of the Board of Directors and until their respective successors shall be elected and qualified:

Robert W. Skinner - President

Robert W. Ekman - Vice-President

Barbara C. Skinner - Secretary

John M. Herman - Treasurer

FURTHER RESOLVED: That the following persons have been invited as ex officio Directors of the Corporation as of March 19, 1997 to offer advice to the Board of Directors, in accordance with the Bylaws of the Corporation:

Robert E. Dorsey - Ex Officio Director

Glennon J. Harrison - Ex Officio Director

FURTHER RESOLVED: That Chevy Chase Bank (the "Bank"), be and hereby is designated as a depositary of the Corporation, and that the officers and agents of the Corporation be and they hereby are, authorized to deposit any funds of the Corporation in the Bank; and

FURTHER RESOLVED: That the Corporation hereby adopts the standard form of resolutions of the Bank authorizing bank accounts, a copy of which resolutions shall be filed herewith; and

FURTHER RESOLVED: That the President and Treasurer, acting singly, may draw checks in accordance with said standard form of resolutions; and

FURTHER RESOLVED: That the Secretary of the Corporation be and hereby is directed to deliver to the Bank a copy of these resolutions and the names and signatures of the persons authorized to sign for the Corporation, certified under her hand and seal of the Corporation; and

FURTHER RESOLVED: That the Corporation is not authorized to borrow funds without the prior approval of the Board of Directors; and

FURTHER RESOLVED: That the Treasurer of the Corporation is not required to furnish any type of bond for the faithful performance of the duties of that office; and

FURTHER RESOLVED: That the Treasurer be and he is hereby authorized and directed to pay all fees and expenses incident to and necessary for the organization and qualification of the Corporation, including, with limitation, all legal and accounting fees and costs to procure proper corporate books; and

FURTHER RESOLVED: That whereas counsel for the Corporation has advised that the Corporation should qualify as a tax exempt organization described in 501(c)(3) of the Internal Revenue Code of 1986, as amended, the proper officers of the Corporation are hereby authorized and directed to execute Form 1023 of the Internal Revenue Service entitled "Application for Recognition of Exemption" and all related documents, including Form 2848 of the Internal Revenue Service entitled "Power of Attorney" appointing Kenneth R. Hoffman and Sara T. Schumacher of the firm of Venable, Baetjer and Howard, LLP, as attorneys-in-fact to represent the Corporation before any office of the Internal Revenue Service in connection with the Application for Recognition of Exemption, and to file them with the Internal Revenue Service.

This Informal Action, signed by all the members of the Board of Directors, may be executed in counterparts and shall be filed with the minutes of the Board.

 

BOARD OF DIRECTORS:

_________________________________     _____________
Robert W. Skinner                                          Date

_________________________________     _____________
Robert W. Ekman                                           Date

_________________________________     _____________
John M. Herman                                             Date

_________________________________     _____________
Gail Wisan Muren                                           Date

_________________________________     _____________
Stanley A. Klein                                              Date

_________________________________     _____________
Barbara L. Maia Goldstein                              Date

 

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