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SECTION 1.01. Annual Meetings. The Corporation shall hold each year an annual meeting of the stockholders for the election of directors and the transaction of any other business within the powers of the Corporation. Annual meetings of stockholders shall be held on such day during the period July l5th to August 14th of each calendar year as shall be designated by the Board of Directors and at a time stated in the notice of meeting. Any business of the Corporation may be considered at an annual meeting without the purpose of such business being specified in the notice, except such business as is specifically required by statute or by the Articles of Incorporation to be specified in the notice. Failure to hold an annual meeting at the designated time shall not, however, invalidate the corporate existence or affect any otherwise valid corporate acts.

SECTION 1.02. Special Meetings. At any time in the interval between annual meetings, special meetings of the stockholders may be called by the Chairman of the Board, the Vice Chairman of the Board, the President and Chief Executive Officer, a majority of the Board of Directors or by any other person specified in the Charter. Special meetings of the stockholders shall also be called by the Secretary upon the written request of stockholders entitled to cast at least twenty-five per cent (25%) of all the votes entitled to be cast at such meeting; provided, however, that a special meeting need not be called to consider any matter which is substantially the same as a matter voted on at any special meeting of the stockholders held during the preceding twelve (12) months, unless a meeting is requested by stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting. In any case in which a

special meeting is called by written request of the stockholders, such request shall state the purpose of the meeting and the matters proposed to be acted on at it.

SECTION 1.03. Place of Meetings. Except as limited by statute, all meetings of stockholders shall be held at such place within or without the State of Maryland as shall be determined from time to time by the Board of Directors and stated in the notice of meeting.

SECTION 1.04. Notice of Meetings. Except as provided below, not less than ten (10) days nor more than ninety (90) days before the date of every stockholders meeting, the Secretary shall give to each stockholder entitled to vote at such meeting, and to each stockholder not entitled to vote who is entitled by statute to notice, written or printed notice stating the time and place of the meeting and, in the case of a special meeting or if otherwise required by statute, the purpose or purposes for which the meeting is called, either by mailing it to him at his address as it appears on the records of the corporation or by delivering it to him personally or by leaving it at his residence or usual place of business. If a special meeting is called by the stockholders, the Secretary shall inform the stockholders who make the request of the reasonably estimated cost of preparing and mailing a notice of the meeting, and on payment of these costs to the Corporation shall notify each stockholder entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at his post office address as it appears on the records of the Corporation, with postage thereon prepaid. Notwithstanding the foregoing provisions, a written waiver of any required notice regarding any stockholder meeting, signed by the person or persons entitled to such notice, whether before or after the holding thereof, and filed with the records of the meeting, or by actual attendance at the meeting in person or by proxy, shall be deemed equivalent to the giving of such notice to such person.

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