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Update and clarify the procedures for stockholder votes and meetings, including (i) removing the requirement that the annual meeting of stockholders take place during the month of May (Article II, Section 1); (ii) clarifying that (a) notices may be given electronically; (b) minor irregularities in providing notice of stockholders meetings do not affect the validity of the meeting; (c) updating provisions permitting notices of stockholder meetings to be “householded;” and (d) the Company may use a public announcement to postpone or cancel a meeting (Article II, Section 4); (iii) updating provisions for inspectors of elections and allowing the chairman of the meeting to determine the existence of a quorum and the result of the election (Article II, Section 10); (iv) clarifying the procedures for stockholders wishing to request a special meeting (Article II, Section 3); (v) clarifying that a meeting of shareholders may be postponed by press release or other public announcement to a date not more than 120 days after the original record date without setting a new record date (Article VII, Section 4); and (vi) requiring that a stockholder proposing business or a director nominee provide certain additional information and other materials, including (x) information related to hedging activities, (y) an informational questionnaire which typically requests information similar to a public company D&O questionnaire, and (z) written verification of and updates to information previously submitted by that stockholder (Article II, Section 11).

•	Clarify the method and procedure by which directors and officers can resign (Article III, Section 2; Article V, Section 2).

•	Remove provisions that (i) duplicate requirements of the New York Stock Exchange Listed Company Manual (Article IV, Section 1) and (ii) require committees of the Board of Directors to keep minutes of their proceedings (Article IV, Section 3).

•	Clarify that a non executive Chairman is permitted (Article V, Section 7).

•	Update provisions with respect to uncertificated share issuances and share transfers (Article VII, Sections 1 through 3).

•	Remove obsolete language regarding the closing of transfer books in lieu of fixing a record date (Article II, Section 9; Article VII, Section 4).

•	Give certain officers the power to select the financial institutions in which the funds of the Company are deposited (Article VI, Section 3).

•	Expressly state that director and officer indemnification and expense advance rights vest upon election of the director or officer (Article XII).

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Provide that, unless the Board agrees otherwise, derivative claims, breach of director or officer duty claims, claims pursuant the MGCL or the Company's charter and Bylaws and claims governed by the internal affairs doctrine be brought in the Circuit Court for Baltimore City, Maryland (or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division) (Article XIV).