Amendment
to Amended and Restated Bylaws of MAXIMUS, Inc.
December
5, 2007
The
Bylaws
of the Corporation are hereby amended by deleting Sections 1 and 2 of Article
IV
in their entirety and substituting therefor the following:
SECTION
1.
Certificates of Stock. Shares of the Corporation shall be
evidenced, when fully paid, by certificates containing such information as
is
required by law and approved by the Board of
Directors. Alternatively, the Board of Directors may authorize the
issuance of some or all shares without certificates. In such event,
within a reasonable time after issuance, the Corporation shall mail to the
shareholder a written confirmation of its records with respect to such shares
containing the information required by law. When issued, certificates
shall be signed by the Chairman or Vice-Chairman of the Board of Directors
or by
the President or a Vice-President and by the Treasurer or an Assistant Treasurer
or the Secretary or an Assistant Secretary, and shall certify the number
of
shares owned by the Shareholder in the Corporation. Any or all signatures
on any
such certificate may be facsimiles. In case any officer, transfer agent or
registrar who shall have signed or whose facsimile signature shall have been
placed upon a certificate shall have ceased to be such officer, transfer
agent
or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he or she were such officer, transfer
agent or registrar at the date of issue. Each certificate for shares of stock
that are subject to any restriction on transfer pursuant to the Articles
of
Incorporation, the by-laws, applicable securities laws, or any agreement
among
any number of Shareholders or among such holders and the Corporation shall
have
conspicuously noted on the face or back of the certificate either the full
text
of the restriction or a statement of the existence of such
restriction.
SECTION
2.
Transfers of Shares of Stock. The Board of Directors may make
rules and regulations concerning the issue, registration and transfer of
shares
and/or certificates representing the shares of the Corporation. Subject to
the
restrictions, if any, stated or noted on the stock certificates, shares of
stock
may be transferred on the books of the Corporation by the surrender to the
Corporation or its transfer agent of the certificate, if any, representing
such
shares properly endorsed or accompanied by a written assignment or power
of
attorney properly executed, and with such proof of authority or the authenticity
of signature as the Corporation or its transfer agent may reasonably require.
The Corporation shall be entitled to treat the record holder of stock as
shown
on its books as the owner of such stock for all purposes, including the payment
of dividends and the right to vote with respect to that stock, regardless
of any
transfer, pledge or other disposition of that stock, until the shares have
been
transferred on the books of the Corporation in accordance with the requirements
of these by-laws.