Sri Ahobila Muth, Inc.
(formed under the general laws of the State of Maryland)
ARTICLE I
Offices
SECTION 1.01 Location. The principal office of the Corporation shall be located within the
State of Maryland, at such place as is designated in Articles of Incorporation. The Corporation
may maintain additional offices at such other places within or without the State of Maryland as
the Board of Directors may designate.
ARTICLE II
Board of Directors
SECTION 2.1 Power of Board. The business and affairs of the Corporation shall be managed
under the direction of the Board of Directors.
SECTION 2.2 Number of Directors. The number of Directors constituting the entire Board of
Directors shall be not less than one [1] nor more than three [3]. The number of directors may be
increased or decreased by amendment of the Bylaws, or by action of the Board as hereinafter
provided. A majority of the entire Board of Directors may alter the number of directors set by
the Articles of Incorporation of these Bylaws, provided that no decrease shall affect the tenure of
office of any incumbent director, and provided further that there shall not be less than one
director at all times.
SECTION 2.3 Election and Term of Directors. At each annual meeting of the directors shall be
elected by an affirmative vote of a majority of the directors. Each director to hold office for a
term of one year until the next annual meeting and until his successor has been elected and
qualified.
SECTION 2.4 Newly-Created Directorships [Vacancies]. Newly created directorships, resulting
from an increase in the number of directors, and vacancies, occurring in the Board for any
reason, may be filled by vote of the directors at any annual or special meeting provided, however,
if such vacancies are not so filled, the remaining directors, whether or not sufficient to constitute
a quorum, may fill a vacancy on the board of Directors which results from any cause except an
increase in the number of directors, and a majority of the entire Board of Directors may fill a
vacancy which results from an increase in the number of directors. A director elected to fill a
vacancy shall hold office until next annual meeting of the directors and until his successor is
elected and qualified.
SECTION 2.5 Resignation. Any Director may resign at any time upon written notice to the
Corporation. Such resignation shall take effect at the time specified therein, and unless specified
therein, and unless otherwise specified therein no acceptance of such resignation shall be
necessary to make it effective.
SECTION 2.6 Quorum of directors and Action by the Board. Unless a greater proportion is
required by law or by the Articles of Incorporation, a majority of the entire Board of Directors
shall constitute a quorum for the transaction of business, and, except as otherwise provided by
law or by the Articles of Incorporation or 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.
SECTION 2.7 Meetings of the Board. An annual meeting of the Board of Directors shall be held
each year at such time and place as shall be fixed by the Board of Directors, for the election of
officers and directors and for the transaction of such other business as may properly come before
the meeting.
Regular meetings of the board shall be held at such times as may be fixed by the Board.
Special meetings of the Board may be held at any time whenever called by the Chairman of the
Board, if any, the Vice-Chairman of the board, if any, the President or any two directors.
Meetings of the Board of Directors may be held at any place in or out of the State of
Maryland as may be fixed in the notice of meeting for regular or special meetings.
A notice, or waiver of notice, need not state the business to be transacted at or the
purpose of any regular or special meeting of the Board of Directors.
Notice of a meeting of the Board of Directors need not be given to any director who 1)
signs a waiver of the notice which is filed with the records of the meeting, or 2) is present at the
meeting.
SECTION 2.8 Informal Acton by Directors; Meetings by Conference Telephone. Any action
required or permitted to be taken at any meeting of the Board of directors may be taken without a
meeting if a unanimous consent which sets forth the action is 1) signed by each member of the
Board of Directors, and 2) filed with the minutes of proceedings of the Board.
Members of the Board may participate in a meeting by means of conference telephone or
similar communications equipment if all persons participating in the meeting can hear each other
at the same time. Participation in a meeting by such means shall constitute presence in person at
the meeting.
SECTION 2.9 Compensation of Directors. The Corporation shall not pay any compensation to
directors for services rendered to the Corporation, except that directors may be reimbursed for
expenses incurred in the performance of their duties to the Corporation, in reasonable amounts as
approved by a majority of the entire Board.
ARTICLE III
COMMITTEES
SECTION 3.1 Executive Committee and Other Committees. The Board of Directors, may
appoint from among its members an Executive Committee and other committees, each consisting
of two or more directors, and delegate to these committees any of the powers of the Board,
except the power to amend the Bylaws.
The members of any committee present at any meeting, whether or not they constitute a
quorum, may appoint a director to act in the place of an absent member.
SECTION 3.2 Committee Rules. Unless the Board of Directors otherwise provided, each
committee designated by the Boarrd may make, alter and repeal rules for the conduct of its
business. In the absence of a contrary provision by the Board of Directors or in rules adopted by
such committee, a majority of the entire authorized number of members of each committee shall
constitute a quorum for the transaction of a business, the vote of a majority of the members
present at a meeting at the time of such vote if a quorum is then present shall be the act of such
committee, and each committee shall otherwise conduct business in the same manner as the
Board of Directors conducts its business under Article II of these Bylaws.
Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action
required or permitted to be taken at any meeting of such committee may be taken without a
meeting if a written unanimous consent which sets forth the action taken is 1) signed by each
member of the committee, and 2) filed with the minutes of proceedings of such committees.
Members of a committee of the Board may participate in a meeting of the committee by
means of a conference telephone or similar communications equipment if all persons
participating in the meeting can hear each other at the same time. Participation in a meeting by
such means constitutes presence in person at the meeting,
SECTION 3.3 Service of Committees. Each committee of the Board of Directors shall serve at
the pleasure of the Board.
The appointment of any committee, the delegation of authority to it or action by it under
that authority does not constitue, of itself, compliance by any director, not a member of the
committee, with the standard provided in 2.405.1 of the Maryland General Corporation Law for
the performance of duties of directors.
SECTION 3.4 Records. Minutes shall be kept of each meeting of each committee. Copies of
the minutes of each such meeting shall be filed with the corporate records.
ARIICLE IV
Officers, Agents and Employees
SECTION 4.1 Officers. The Board of Directors shall elect a President a Secretary and a
Treasurer, and it may, if it so determines, elect such other officers and may give any of them such
further designation or alternate titles as it considers desirable. Any two or more offices except
those of President and Vice-President may be held by the same person.
SECTION 4.2 Term of Office of Removal. Each officer shall hold office for one year and until
his successor has been elected and qualified. All officers shall be elected at the annual meeting
of the Board. Any officer may be removed by the Board of Directors if in the judgement of the
Board, the best interests of the Corporation will be served.
SECTION 4.3 Resignation. Any officer may resign at any time by giving written notice to the
Corporation. Unless otherwise specified in the written notice, the resignation shall be effective
upon delivery to the Corporation.
SECTION 4.4 Powers and Duties of Officers.
A. President. The President shall serve as the chief executive officer of the Corporation,
The President shall preside at all meetings of the Board of Directors and the Executive
Committee and subject to supervision of the Board, shall perform all duty customary to that
office and shall supervise and control all of the affairs of the Corporation in accordance with
policies and directives approved by the Board of Directors.
B. Vice-President. In the absence of the President or in the event of his inability, or
refusal to act, the Vice-President shall perform the duties of the President and, when so acting,
shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe by standing or special resolution, or as the President may from
time to time provide, subject to the powers and the supervision of the Board of Directors.
C. Secretary. The Secretary shall be responsible for the keeping of an accurate record
of the proceedings of all meetings of the Board of Directors, shall give or cause to be given all
notices in accordance with the Bylaws or as required by law, and, in general, shall perform all
duties customary to the office of Secretary. The Secretary shall have custody of the Corporate
seal of the Corporation, if any; and he shall have authority to affix the same to any instrument
requiring it; and when so affixed, it may be by his signature. The Board of Directorrs may give
general authorrity to any officer to affix the seal of Corporation, if any, and to attest affixing by
his signature.
D. Treasurer. The Treasurer shall have the custody of, and be responsible for, all funds
and securities of the Corporation. He shall keep or cause to be kept complete and accurate
accounts of manuscripts and disbursements at the Corporation, and shall deposit all monies and
other valuable property of the Corporation in the name and to the credit of the Corporation in
such banks or depositories as the Board of Directors may designate. Whenever required by the
Board of Directors, the Treasurer shall render a statement of accounts. He shall at all reasonable
times exhibit the books and accounts to any officer or director of the Corporation, and shall
perform all duties incident to the office of Treasurer, subject to the supervision of the Board of
Directors, and such other duties as shall from time to time be assigned by the Board of Directors.
The Treasurer shall, if required by the Board of Directors, give such bond or security for the
faithful performance of his duties as the Board of Directors may require.
SECTION 4.5 Agents and Employees. The Board of Directors may appoint agents and
employees who shall have such authority and perform such duties as may be prescribed by the
Board. The Board may remove any agent or employee at any time with or without cause.
Removal without cause shall be without prejudice to such person's contract rights, if any, and the
appointment of such person shall not itself create contract rights.
SECTION 4.6 Compensation of officers, Agents and Employees. The Corporation shall not pay
any compensation to officers for services rendered to the Corporation, except that officers may
be reimbursed for expenses incurred in the performance of their duties to the Corporation in
reasonable amounts as approved by a majority of the entire Board.
The Corporation may pay compensation in reasonable amounts to agents and employees
for services rendered, such amount to be fixed by the Board or, if the Board delegates power to
any officer or officers, then by such officers or officers.
The Board may require officers, agents and employees to give security for the faithful
performance of their duties.
ARTICLE V
Miscellaneous
SECTION 5.1 Fiscal Year. The fiscal year of the Corporation shall be the calender year or such
other period as may be fixed by the Board of Directors.
SECTION 6.2 Corporate Seal. The corporate seal shall be circular in form, shall have the name
of the Corporation inscribed thereon and shall contain the words "Corporate Seal" and
"Maryland" and the year the Corporation was formed in the center, or shall be in such form as
may be approved from time to time by the Board of Directors.
SECTION 5.3 Checks, Notes and Contracts. The Board of Directors shall determine who shall
be authorized from time to time on the Corporation's behalf to sign checks, drafts, or other orders
for payment of money, to sign acceptance, notes or other evidences of indebtedness; to enter into
contracts, or to execute and deliver other documents and instruments.
SECTION 5.4 Books and Records. The Corporation shall keep at its office correct and
complete books and records of account, the activities and transactions of the Corporation,
minutes of the proceedings of the Board of Directors and any committee of the corporation,
directors and officers of the Corporation and their residence addresses. Any of the books,
minutes and records of the Corporation may be in form or in any other form capable of being
converted into written form within a reasonable time.
SECTION 5.5 Amendments of Articles of Incorporation and Bylaw. The Articles of
Incorporation of the Corporation may be adopted, amended or repealed in whole or in part by a
majority vote of the directors then in office. The Bylaws of the Corporation may be adopted.
amended or repealed in whole or in part by a majority vote of the Board of Directors then in
office.
SECTION 5.6 Indemnification and insurance. The Corporation may indemnify any director or
any former director, any person who may while a director the Corporation, have served at its
request as a director, officer, partner, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise and may, by resolution of the
Board of Directors, indemnify any officer, employee or agent against any and all expenses and
liabilities actually and necessarily incurred by him or imposed on him in connection with any
threatened, pending or completed action, suit or proceeding (whether civil, criminal,
administrative, or investigative) to which he may be or is made a party by reason of being or
having been such director, officer, employee or agent subject to the limitation, however, that
there shall be no indemnification in relation to matters as to which it shall be proved that the act
or omission of the director, officer, employee or agent material to the cause or action adjudicated
in the proceeding and was either (1) committed in bad faith or was the result of active and
deliberate dishonesty, or (2) the director, officer, employee or agent had reasonable cause to
believe that the act or omission was unlawful.
Amounts paid in indemnification of expenses and liabilities may include, but shall not be
limited to, judgements and penalties, fines, settlements and reasonable expenses actually incurred
by such director, officer, employee or agent. The Corporation may pay or reimburse reasonable
expenses in advance of the final disposition of the proceeding upon written receipt by the
Corporation of a written affirmation by the director of the directors good faith belief that the
standard of conduct necessary for indemnification by the Corporation has been met, and a written
undertaking by or on behalf of the director to repay the amount let shall ultimately be determined
that the standard of conduct has been met.
The provisions of this Article shall be applicable to claims, actions, suits, or proceedings
made or commenced after the adoption hereof, whether arising from acts or omissions to act
occurring before or after adoption hereof.
The indemnification provided by this Article shall not be deemed exclusive of any other
rights to which such director, officer, employee or agent may be entitled under any statute,
Byaw, agreement e of the Board of Directors, or otherwise and shall not restrict the power of the
Corporation to make any indemnification permitted by law.
The Board of Directors may authorize the purchase of insurance on behalf of any director,
officer, employee, or agent of the Corporation, or who while a director, officer, employee or
agent of the Corporation is or was serving at the request of the Corporation as a director, partner,
officer, trustee, employee or agent of another foreign or domestic corporation, partnership, joint
venture, trust, other enterprise, or employee benefit plan against rally liability asserted against
and incurred by him arising out of such person's position, whether or not the Corporation would
have the Dower to indemnify such person against that liability under law.
In no case, however, shall the Corporation indemnity, reimburse, or insure any person for
any taxes imposed on such individual under chapter 42 of the Internal Revenue code of 1986, as
now in effect or as may hereafter be amended ("the Code"). Further, if at any time the
Corporation is deemed to be a private foundation within the meaning of 509 of the Code then,
during such time, no payment shall be made under this Article if such payment would constitute
an act of self-dealing or a taxable expenditure, as defined in 4941 (d) or 4945 (d), respectively
the Code.
If any part of this Article shall be found in any action, suit or proceeding to be invalid or
ineffective, the validity and the effectiveness of the remaining parts shall not be affected.
DATED: 2/1/96
Secretary
sd. By. P. Dileepan
|