8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  May 8, 2008

COGO GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

Maryland	000-02642	52-0466460
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Room 10001,

Tower C, Skyworth Building,

High-Tech Industrial Park,

Nanshan, Shenzhen 5180, PRC

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: 011-86-755-267-4327

Comtech Group, Inc.

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 8, 2008, Cogo Group, Inc., a Maryland corporation (“Cogo” or the “corporation”; f/k/a Comtech Group, Inc. (see Item 5.03 below)) announced that effective May 8, 2008, Yi Yuan was appointed President of Cogo.  Jeffrey Kang was previously the President of Cogo and remains its Chief Executive Officer and Chairman of the Board of Directors.  Effective the same date, Frank Zheng was been appointed Secretary and Treasurer of Cogo.  Hope Ni, who was previously Secretary and Treasurer of the Corporation, remains the Vice Chairman of the Board of Directors.

Yi Yuan, 48, was the Chief Operating Officer from April 1, 2008 through May 8, 2008. Prior to joining Cogo, Mr. Yuan was the President of TCL Communication Technology from September 2005 to February 2008. Prior to joining TCL, he had been in various positions at Broadcom from March 2000 to August 2005, including the Chief Representative, General Manager and Director of Sales for Greater China and the Director of Asia business development. Prior to joining Broadcom, he was the global business manager at Texas Instruments where he pioneered China development. Mr. Yuan received a B.S. degree from Shanghai Jiao Tong University and obtained a M.S. degree in Electronic Engineering from Northern Illinois University.

Fuya (Frank) Zheng, 41, has been a director of Cogo since January 2005 and the Chief Financial Officer since January 1, 2008. He was the vice president of travel service for eLong, Inc., a leading online travel service company in China, from May 2000 to June 2007.  Mr. Zheng was responsible for the overall operation of eLong’s travel services.  Before he joined eLong, Mr. Zheng was a senior director of travel services with Asia.com.  From 1994 through 2000, Mr. Zheng held various financial and operations positions with The Bank of New York, The Reserve Management Corp, and Dean Witter Intercapital Company. Mr. Zheng received a B.B.A. degree in Accounting from the City University of New York.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Corporate Name Change

On May 13, 2008,  the corporation filed an Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to Section 3-107 of the Maryland Corporations and Associations Law, providing for the merger of a newly-created, wholly-owned subsidiary, named Cogo Technologies, Inc., with and into the corporation. In connection with the merger, Article I of the corporation’s Articles of Incorporation will be amended solely to reflect the corporation’s new corporate name, Cogo Group, Inc. A copy of the Articles of Merger is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

In connection with the name change, the CUSIP number of the Cogo’s common stock, par value $0.01 per share, will change to 192448108. The corporation’s trading symbol (COGO) will remain unchanged on the NASDAQ Global Market.

Amended and Restated Bylaws

On May 13, 2008, immediately following the name change, the Board adopted the amended and restated bylaws of Cogo Group, Inc. attached hereto as Exhibit 3.2 ("Amended and Restated Bylaws").  The Amended and Restated Bylaws were amended as follows:

(1)     Section 7 of Article I was amended to provide that there need be only one inspector at meetings of stockholders. The section previously required two inspectors.

(2)     Section 1 of Article I was amended to provide that the annual meeting shall be at such time and place as determined by the Board of Directors. The section previously required the annual meeting to be at the principal office of the corporation on the first Tuesday in May each year at 11:00 A.M.

(3)     Section 2 of Article I was amended to provide that the Chief Executive Officer, as well as the President, can call a special meeting and take the action specified therein. The section previously only permitted the President to take such action.

(4)     Section 9 of Article I was deleted from the bylaws in its entirety. Previously, there was a specified order of business for each meeting of shareholders.

(5)     Section 2 and Section 4 of Article II were amended to provide that the Chief Executive Officer, as well as the President, can set the regular board of directors meeting and any special meetings of the board of directors. The sections previously only permitted the President to take such action.

(6)     Section 9 of Article II was deleted from the bylaws in its entirety. Previously, no compensation was paid to members of the board of directors, except the allowance of a fixed sum and expenses set by resolution of the board of directors.

(7)     Article III was deleted from the bylaws in its entirety. Previously, Article III addressed delegations of authority with respect to budgets and the reservation of the board of directors of the authority to approve any non-recurring expense over $50,000 and to approve certain compensation.

(8)     Section 1 of Article IV was amended to provide for the titles of Chief Executive Officer and Chief Financial Officer and to provide that the President need not be a member of the corporation’s board of directors. Previously, the President was required to be a member of the corporation’s board of directors.

(9)     Section 1 of Article IV was further amended to provide for the title of Chief Operating Officer. Previously, the corporation did not have a Chief Operating Officer.

(10)     Section 2 of Article IV was amended to separate the positions of Chief Executive Officer and President and provide that the Chief Executive Officer is the chief executive of the corporation. Previously, the President was the chief executive of the corporation.

(11)     Sections 3, 4 and 5 of Article IV (with sections that were previously numbered 3, 4 and 5 being renumbered accordingly) were amended to specify the duties of the President as the duties of the Chief Executive Officer in the absence of the Chief Executive Officer and such other duties as are determined by the Board of Directors, the duties of the Chief Operating Officer as the officer with the general charge and control of all the operations of the corporation and that the duties of the Chief Financial Officer as the principal accounting and financial officer of the corporation and having primary responsibility for maintaining the books and records of the corporation and preparing financial statements and such other duties as are determined by the corporation’s board of directors.

(12)     Article VI was added (with articles that were previously numbered six and seven being renumbered accordingly) to allow the Company to indemnity persons, to the extent allowed by Section 2-418 of the Maryland General Corporation Law

A copy of the Amended and Restated Bylaws is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits:

No.	Description
3.1	Articles of Merger
3.2	Amended and Restated Bylaws of Cogo Group, Inc.

SIGNATURE

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.

Dated:  May 13, 2008	COGO GROUP, INC.
	By: /s/ Frank Zheng
	Name: Frank Zheng
	Title: Chief Financial Officer

EX-3.1

Exhibit 3.1

ARTICLES OF MERGER

OF

COGO TECHNOLOGIES, INC. (“COGO TECHNOLOGIES”)

AND OF

COMTECH GROUP, INC. (“COMTECH”)

FIRST:  Cogo Technologies, Inc. and Comtech Group, Inc., being the corporations which are the parties to these Articles of Merger, do hereby agree to effect a merger of said corporations upon the terms and conditions herein set forth.

SECOND:  The name of the successor corporation is Comtech Group, Inc., which is a corporation incorporated in the State of Maryland under the provisions of the Maryland General Corporation Law with its principal office in the State of Maryland located in Baltimore City. Comtech will continue its corporate existence under the name “Cogo Group, Inc.” pursuant to the provisions of the Maryland General Corporation Law.

THIRD:  The name of the corporation to be merged into the successor corporation is Cogo Technologies, Inc. (“Cogo”), which is a corporation incorporated in the State of Maryland under the provisions of the Maryland General Corporation Law with its principal office in the State of Maryland located in Baltimore City, and the corporate existence of which will cease upon the effective date of the merger pursuant to the provisions of the Maryland General Corporation Law.

As of the effective date, all of the issued shares of stock of Cogo are owned by Comtech.

Comtech Group, Inc. owns no interest in land in the State of Maryland.  Cogo Technologies, Inc. owns no interest in land in the State of Maryland

FOURTH:  An amendment is hereby effected to Comtech’s charter as part of the merger to change its name from Comtech Group, Inc. to Cogo Group, Inc.

FIFTH:  The authorized share structure of each of the corporations which is a party to these Articles of Merger is as follows:

	Comtech Group, Inc.	Cogo Technologies, Inc.
Total number of shares of all classes:	38,498,769	3,000
Number and par value of shares of each class:	38,498,769 shares of common stock par value $0.01	3,000 shares of common stock par value $0.01
Number of shares without par value of each class:	0	0
Aggregate par value of all shares with par value:	38,498,769 shares of common stock par value $0.01	3,000 shares of common stock par value $0.01

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SIXTH:  On the Effective Date, each outstanding share of Cogo common stock shall be retired and canceled for no consideration.

SEVENTH:  The terms and conditions of the merger herein set forth were advised, authorized, and approved by the Board of Directors of Cogo, the sole shareholder of Cogo and the Board of Directors of Comtech in the manner required by their respective charters and the provisions of the Maryland General Corporation Law.  The said merger and the aforesaid terms and conditions were approved in the manner herein-after set forth.  The Board of Directors of Cogo, the Board of Directors of Comtech and the sole shareholder of Cogo each adopted a resolution approving the proposed merger of Cogo into Comtech on substantially the terms and conditions set forth in or referred to in said resolution. Said resolutions were each adopted by a unanimous written consent signed on May 8, 2008 by either all of the members of the Board of Directors or by the sole shareholder without a meeting, as applicable.

EIGHTH:  The effective date of the merger herein provided for shall be May 13, 2008.

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IN WITNESS WHEREOF, these Articles of Merger are hereby signed for and on behalf of Comtech by its Chief Executive Officer, who does hereby acknowledge that said Articles of Merger are the act of said corporation, and who does hereby state under the penalties for perjury that the matters and facts set forth therein with respect to authorization and approval of said merger are true in all material respects to the best of his knowledge, information, and belief; and these Articles of Merger are hereby signed for and on behalf of Cogo by its President, who does hereby acknowledge that said Articles of Merger are the act of said corporation, and who does hereby state under the penalties for perjury that the matters and facts stated therein with respect to authorization and approval of said merger are true in all material respects to the best of his knowledge, information, and belief.

COMTECH GROUP, INC.
By:	/s/ Jeffrey Kang
	Name: Jeffrey Kang
	Title: Chief Executive Officer

Attest:

/s/ Frank Zheng  

Frank Zheng

Secretary

Dated:  May 8, 2008.

COGO TECHNOLOGIES, INC.
By:	/s/ Jeffrey Kang
	Name: Jeffrey Kang
	Title: Chief Executive Officer

Attest:

/s/ Frank Zheng  

Frank Zheng

Treasurer

Dated:  May 8, 2008.

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EX-3.2

Exhibit 3.2

COGO GROUP, INC.

AMENDED AND RESTATED BY - LAWS

ARTICLE I.  SHAREHOLDERS

SECTION 1.   ANNUAL MEETINGS.

The annual meeting of the shareholders of the corporation shall be held at such other hour and place as may be fixed by the Board of Directors for the election of Directors and for the transaction of general business except in any case required by law or statute.

SECTION 2.   SPECIAL MEETINGS.

Except as may otherwise be required by law, special meetings of the shareholders of the corporation may be called only as hereinafter set forth: at any time by the President or the Chief Executive Officer, or by the majority of the whole Board of Directors, either by vote or in writing, or upon request in writing received by the Secretary or Assistant Secretary, of the holders of a majority of all the shares outstanding and entitled to vote. Any such meeting shall be called and held at the expense of the corporation. Such request by the Directors or shareholders shall state the purpose of the meeting and notice thereof shall be given as provided in Section 3 of this Article I. No business other than that stated in the notice of the meeting shall be transacted at any special meeting of the shareholders, however called. Special meetings of the shareholders shall be held at the principal office of the corporation, whether within or outside of the State of Maryland, as named in Section 1 of this Article I, or at any other locations specified by the President or the Chief Executive Officer.

SECTION 3.   NOTICE OF MEETINGS.

Not less than ten (10) days’ and not more than ninety (90) days’ written notice of every annual meeting and of every special meeting of the shareholders shall be given to each holder of stock having voting rights whose name appears as a holder of record upon the books of the corporation at the close of business on the date fixed by the Board of Directors for the determination of shareholders entitled to notice of such meeting in accordance with the provisions of these By-Laws, and, if no such date shall have been fixed by the Board for such purpose, then to the holders of record on the fifth business day prior to the date when such notice shall be given.

Such notices of annual or special meetings shall state the place, day and hour of such meeting, and, in the case of special meetings, shall also state the business proposed to be transacted. Such notice shall be given to each shareholder by leaving the same with him or at his residence or usual place of business, or by mailing it postage prepaid and addressed to him at his address as it appears upon the books of the corporation. No notice of the time, place or purpose of any meeting of shareholders, whether prescribed by law, by the Charter, or by these By-Laws, need be given to any shareholder who attends in person, or by proxy, or who waives such notice in writing. No notice of any meeting, regular or special, need be given to any shareholder who is not entitled to vote thereat.

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SECTION 4.   QUORUM.

At any meeting of shareholders the presence, in person or by proxy, of the holders of a majority of all shares having voting rights at such meeting shall constitute a quorum for the election of Directors or for the transaction of other business; but, in the absence of a quorum, the shareholders entitled to vote who shall be present in person or by proxy at any meeting (or adjournment thereof) may, by vote of a majority of shares so present and entitled to vote, adjourn the meeting from time to time, but not for a period of over thirty (30) days at any one time, 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 at the meeting as originally notified.

SECTION 5.   PROXIES.

Shareholders may vote either in person or by proxy, but no proxy which is dated more than two months before the meeting at which it is offered shall be accepted unless such proxy shall on its face name a longer period for which it is to remain in force. Every proxy shall be in writing subscribed by a shareholder or by his duly authorized attorney, and shall be dated; but need not be sealed, witnessed or acknowledged.

SECTION 6.   VOTING.

At every meeting of the shareholders, every shareholder of the corporation shall be entitled to one vote for each share of voting stock registered in his name on the books of the corporation on the date for the determination of those entitled to notice of the meeting. Upon demand of shareholders holding ten percent (10%) of the shares present in person or by proxy and entitled to vote, the votes other than for Directors shall be by ballot; and except in cases in which it is by law, by the Charter, or by these By-Laws otherwise provided, a majority of the votes cast shall be sufficient to elect and pass any measure.

SECTION 7.   INSPECTORS.

An inspector shall be appointed by the Chief Executive Officer of the company, before any meeting. Such inspector shall be duly sworn and shall open and close the polls, shall receive and take charge of the proxies and ballots and decide all questions as to the qualification of voters, the validity of proxies and the acceptance or rejection of votes. The polls shall remain open for a period of at least one hour.

SECTION 8.   LIST OF SHAREHOLDERS.

Prior to each meeting of the shareholders, the Secretary or an Assistant Secretary shall prepare a full, true and complete list in alphabetical order of all shareholders entitled to vote at such meeting, indicating the number of shares held by each, and shall be responsible for the production of such list at the meeting.

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ARTICLE II.

BOARD OF DIRECTORS

SECTION 1.   ELECTION AND POWERS.

The business and property of the corporation, except as otherwise provided by statute or by the Charter, or by these By-Laws, shall be conducted and managed by its Board of Directors. Except as provided in Sec. 8 of this Article, the members of the Board of Directors shall be elected at the annual meeting of the shareholders by holders of stock present in person or by proxy at such meeting and entitled to vote thereat. Each Director elected at any annual meeting shall hold office until his successor shall have been elected and qualified or until he shall die or resign, or shall have been removed. The number of Directors may, by vote of a majority of the entire Board of Directors, be increased to not exceeding nineteen (19) or decreased to not less than three (3), provided that the tenure of office of no director shall be affected thereby. The Board of Directors shall keep minutes of its meetings and a full account of its transactions.

SECTION 2.   FIRST REGULAR MEETING.

After each meeting of shareholders at which a Board of Directors shall have been elected, the Board of Directors so elected shall meet for the purpose of organization and the transaction of other business, at such time and place as may be designated by the President or the Chief Executive Officer.

SECTION 3.   ADDITIONAL REGULAR MEETINGS.

Regular meetings of the Board of Directors shall be held at such times as may be fixed by general resolution of the Board, at the principal business office of the Corporation, or at such other place as shall be specified in the notice of the meeting.

SECTION 4.   SPECIAL MEETINGS.

Special meetings of the Board of Directors shall be held whenever and wherever called by the President, the Chief Executive Officer or the majority of the Directors.

SECTION 5.   NOTICE OF MEETINGS.

Subject to the provisions of Section 2 of Article II.

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

(a)By notice in writing mailed to him postage prepaid not later than the third day before the day set for the meeting and addressed to him at his last known post office address according to the records of the corporation; or

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(b)By notice in writing delivered to him personally or left at his residence or usual place of business not later than the second day before the day fixed for the meeting; or

(c)By telegraph or telephone not later than the date 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. No notice of any adjourned meeting of the Board of Directors need be given.

SECTION 6.   QUORUM.

A majority of the Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business at every meeting of the Board of Directors; 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 of over ten (10) days at any one time, 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 notified.

SECTION 7.   REMOVAL.

At any meeting of the Shareholders called for the purpose, and at any meeting of the Board of Directors called for the purpose any Director may, by the vote of a majority of all the shares of stock outstanding and entitled to vote, or by a vote of the majority of the members of the Board of Directors, respectively, be removed from office, with or without cause, and another may be appointed in the place of the person so removed, to serve for the remainder of his term.

SECTION 8.   VACANCIES.

If any Director shall die or resign, or if the shareholders shall remove any Director without appointing another in his place, a majority of the remaining Directors (although such majority is less than a quorum) may elect a successor to hold office for the unexpired portion of the term of the Director whose place shall so become vacant, and until his successor shall have been duly chosen and qualified. Vacancies in the Board of Directors created by an increase in the number of Directors may be filled by the vote of a majority of the entire Board as constituted prior to such increase, and the Directors so elected by the Board to fill such vacancies shall hold office until the next succeeding annual meeting of shareholders and thereafter until their successors shall be elected and qualified.

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SECTION 9.   COMMITTEES.

The Board may appoint such committees, including an executive committee, with such powers and for such periods, as it shall by resolution provide. At any meeting of such committees those present, even if not a quorum, may appoint a member of the Board to act in the place of an absent member.

ARTICLE III.

[Intentionally Omitted]

ARTICLE IV.

OFFICERS

SECTION 1.   OFFICERS.

The Executive Officers of the Corporation shall be elected by the Board of Directors.

The Executive Officers of the Corporation shall be a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, a Secretary, a Treasurer and such Executive Vice Presidents as may, in the opinion of the Board of Directors, be necessary for the proper control and supervision of the business of the Corporation.

Each elected officer of the Corporation shall hold his respective office for a period of one year, or until a Successor shall have been elected and qualified, or until he shall die, retire, or resign, or shall have been removed.

Line and staff officers of the Corporation shall be appointed by the President with the approval of the Board of Directors to serve for such periods and with such parameters as shall be prescribed by the Board and such duties as are described by the Chief Executive Officer or the President.

The line officers of the Corporation shall be such Vice Presidents as may, in the opinion of the Chief Executive Officer or the President and with the approval of the Board, be necessary for the proper direction and operation or supervision of the various divisions and subsidiaries of the Corporation. The staff officers of the Corporation shall be such Assistant Secretaries and Assistant Treasurers as may be deemed necessary from time to time by the Board.

SECTION 2.   CHIEF EXECUTIVE OFFICER.

In general, the Chief Executive Officer shall be responsible to the Board of Directors.

Specifically, the Corporation’s Chief Executive Officer shall:

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(a)Develop and direct his supporting organization and establish the duties and responsibilities for persons reporting directly to him, determining their compensation, subject to the limitations set by the By-Laws.

(b)Be responsible for the administration of all corporate policies defined and established by the Board of Directors and act as General Manager of the Corporation, in charge of corporate operations and coordinate operations and coordinate the activities of the various divisions and departments of the Corporation and its subsidiaries.

(c)Inform the Directors at each respective meeting of the progress of the Corporation in all phases of its activities and of the operations of its subsidiaries.

(d)Execute Stockholders’ consent, attend meetings and act and vote, in person or by proxy, at any meetings of stockholders of companies in which the Corporation may own stock, subject to any directions of the Board of Directors.

(e)Sign and execute, in the name of the Corporation, all authorized deeds, mortgages, bonds, contracts, leases and other documents and instruments.

(f)Preside at the meetings of stockholders or directors, prepare the agenda thereof, and direct the Secretary in scheduling meetings of the Board of Directors or Shareholders, and in recording the proceedings of such meetings.

(g)Be responsible for the formulation of the financial policies of the Corporation and the relationship with lending institutions.

(h)Be responsible for all relations with stockholders and all communications to stockholders, lending institutions, landlords, industry and the general public.

SECTION 3.   PRESIDENT.

The President, if there shall be one, shall, in the absence or disability of the Chief Executive Officer, perform the duties and exercise the powers of the Chief Executive Officer, be the Chief Executive Officer of the corporation and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

SECTION 4.   CHIEF OPERATING OFFICER.

The Chief Operating Officer, if there shall be one, shall have general charge and control of all the operations of the corporation, shall assist the Chief Executive Officer in the administration and operation of the corporation’s business and general supervision of its policies and affairs, and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

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SECTION 5.   CHIEF FINANCIAL OFFICER.

The Chief Financial Officer, if there shall be one, shall be the principal accounting and financial officer of the corporation and will have primary responsibility for maintaining the books and records of the corporation and preparing financial statements and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

SECTION 6.   EXECUTIVE VICE PRESIDENT.

Each Executive Vice President shall perform all the duties and shall carry such responsibilities which are incident to the executive office assigned to him upon election by the Board of Directors and such other duties and responsibilities which may be assigned to him by the President. In order of seniority, the Executive Vice President shall perform the duties of President in the absence or disability of that officer.

SECTION 7.   OFFICERS.

Each line or staff officer shall perform all of the duties and carry such responsibilities which are incident to the administrative office assigned him by the President, and such other duties and responsibilities which may, from time to time, be assigned him by the Board of Directors.

SECTION 8.   SECRETARY.

The Secretary shall keep the Minutes of the meetings of the Shareholders and the Board of Directors in books provided for that purpose; he shall see that notices are duly given in accordance with the provisions of the By-Laws or as required by law; he shall be the custodian of the records and the corporate seal of the Corporation; he shall see that the corporate seal is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized and when so affixed may attest the same and, in general, he shall perform all duties ordinarily incident to the office of the Secretary of the Corporation and such other duties, from time to time, as may be assigned to him by the President.

SECTION 9.   TREASURER.

The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation and shall deposit, or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by the Board of Directors; he shall render to the Board of Directors, and the Executive Officers, whenever requested, an account of the financial condition of the Corporation and, in general, shall perform all of the duties ordinarily incident to the office of a Treasurer of a Corporation and such other duties as may be assigned to him by the President.

SECTION 10.   ASSISTANT OFFICERS.

The Board of Directors may elect one or more Assistant Secretaries and one or more Assistant Treasurers. Each such Assistant Secretary and Assistant Treasurer shall hold office for such period and shall have such authority and perform such duties as the Board of Directors or the President may prescribe.

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SECTION 11.   REMOVAL.

The Board of Directors shall have the power at any regular or special meeting, subject to the provisions of these By-Laws, to remove any officer with or without cause.

SECTION 12.   VACANCIES.

The Board of Directors at any regular or special meeting shall fill a vacancy occurring in an elected office for the unexpired portion of the term, or may authorize the President to fill such vacancy.

ARTICLE V.

SHARES OF STOCK

SECTION 1.   CERTIFICATES.

Shares of stock of the Corporation may be certificated or uncertificated, as provided under applicable law.  All certificates, if any, shall be numbered and shall be entered into the books of the Corporation as they are issued.  A certificate shall exhibit the holder’s name and number of shares and shall be signed, in the name of the Corporation (i) by the Chief Executive Officer or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.  Uncertificated shares of stock of the Corporation shall be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form.”

SECTION 2.   TRANSFER OF SHARES.

Shares of stock shall be transferable only on the books of the Corporation by the holder thereof in person or by his duly authorized attorney and, if applicable, on surrender of the certificate or certificates duly endorsed, except as otherwise required by law. Signatures shall be guaranteed by a member firm of a national securities exchange or of any exchange on which the security is listed or by a bank or trust company.

ARTICLE VI.

INDEMNIFICATION; INSURANCE

SECTION 1.   INDEMNIFICATION; INSURANCE.

The Corporation shall, to the full extent permitted by Section 2-418 of the Maryland General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto. The Corporation may also secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether the Maryland General Corporation Law would permit indemnification.

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ARTICLE VII.

OTHER PROVISIONS

SECTION 1.   DIVIDENDS.

Subject to the applicable provisions of law and of the Charter, the Board of Directors may, in its discretion, declare what, if any, dividends shall be paid from the earnings or the retained earnings of the Corporation, upon any class of stock, the date when such dividends shall be payable, and the date for the determination of holders of record to whom such dividends shall be payable.

SECTION 2.   NEGOTIABLE INSTRUMENTS AND OTHER EVIDENCES OF INDEBTEDNESS.

All checks, drafts or orders for the payment of money, notes and other evidences of indebtedness, issued in the name of the Corporation, shall be signed by such officer or officers as may be designated, from time to time, by resolution of the Board of Directors. No checks shall be signed in blank.

SECTION 3.   FISCAL YEAR.

The fiscal year of the Corporation shall be the calendar year unless otherwise provided by the Board of Directors.

SECTION 4.   SEAL.

The seal of the Corporation shall be circular in form, with the name of the Corporation and “Maryland” inscribed around the outer edge, and in the center shall be inscribed the word “Incorporated” and the year of incorporation.

SECTION 5.   AMENDMENTS.

Except as hereinafter provided, these By-Laws, or any of them or any additional or amended By-Laws, may be altered or repealed and new By-Laws may be adopted at any regular meeting of the Board of Directors without notice, or at any special meeting, the notice of which shall set forth the terms of the proposed amendment, by the vote of a majority of the entire Board of Directors.  This Section 5, relating to amendments, may, however, be amended only at a regular meeting of shareholders without notice, or at a special meeting of shareholders, the notice of which shall set forth the terms of the proposed amendment, in either case by the vote of a majority of the votes entitled to be cast in the aggregate by all shareholders present in person or by proxy at such meeting.

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SECTION 6.   POWERS OF CERTAIN PERSONS IN THE EVENT OF A NATIONAL DISASTER.

The provisions of these By-Laws to the contrary notwithstanding, in the event of a national disaster, war or other event causing the incapacity of a majority of the Executive Officers and sufficient Directors of this Corporation to prevent a quorum, the affairs of the Corporation shall be directed and managed by the following persons in the following order: a) if any Directors remain available, said Directors may elect other Directors to fill the vacancies on the Board and the Board as so constituted may elect officers to fill existing vacancies. b) If no Directors are available, the ranking officer available is to act as the Chief Executive Officer of the Corporation and he may fill officer and director vacancies by appointment. c) If neither directors nor officers are available, the division managers or Executive Officers of subsidiaries in the order of their seniority shall act as the Officers of the Corporation and have their powers. d) If neither Directors, Corporation Officers, Officers of the Subsidiaries, are available, Product Line Managers shall act as the officers in the order of their seniority. e) In the event none of the persons above are available, foremen and other employees having seniority with the Corporation shall act as the officers in the order of their seniority.

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