Exhibit 3.4
BYLAWS
OF
AVIONICS SPECIALTIES, INC.
(A Virginia Corporation)
ARTICLE I
SHAREHOLDERS
1.SHARE CERTIFICATES. Certificates representing shares shall set forth thereon the statements prescribed by Title 13.1, Article 7 of the Virginia Stock Corporation Act and by any other applicable provision of law and shall be signed by the President or a Vice President and the Secretary or an Assistant Secretary of the Corporation and sealed with the Seal of the Corporation or a facsimile thereof. The signatures of the President or Vice President and the Secretary or Assistant Secretary upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the Corporation itself or an employee of the Corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before the certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue.
No certificate shall be issued for any share until such share is fully paid.
2.FRACTIONAL SHARE INTERESTS OR SCRIP. The Corporation may, but shall not be obliged to, issue a certificate for a fractional share, and by action of its Board of Directors, may issue in lieu thereof scrip or other evidence of ownership, which shall entitle the holder to receive a certificate for a full share upon the surrender of such scrip or other evidence of ownership aggregating a full share, but which shall not, unless otherwise provided, entitle the holder to exercise any voting right, or to receive dividends thereon or to participate in any of the assets of the Corporation in the event of liquidation. The Board of Directors may cause such scrip or evidence of ownership to be issued subject to the condition that it shall become void if not exchanged for certificates representing full shares before a specified date, or subject to the condition that the shares for which such scrip or evidence of ownership is exchangeable may be sold by the Corporation and the proceeds thereof distributed to
the holders of such scrip or evidence of ownership, or subject to any other conditions which the Board of Directors may deem advisable.
3.SHARE TRANSFERS. Upon compliance with any provisions restricting the transferability of shares that may be set forth in the Articles of Incorporation, these Bylaws, or any written agreement in respect thereof, transfers of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, or with a transfer agent or a registrar and on surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes thereon. Except as may be otherwise provided by law, the person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation; provided that whenever any transfer of shares shall be made for collateral security, and not absolutely, such fact, if known to the Secretary of the Corporation, shall be so expressed in the entry of transfer.
4.RECORD DATE FOR SHAREHOLDERS. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may fix in advance a date as the record date for any determination of shareholders, such date in any case to be not more than seventy days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.
5.MEANING OF CERTAIN TERMS. As used herein in respect of the right to notice of a meeting of shareholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term “share” or “shares” or “shareholder” or “shareholders” refers to an outstanding share or shares and to a holder or holders of record of outstanding shares when the Corporation is authorized to issue only one class of shares, and said reference is also intended to include any outstanding share or shares and any holder or holders of record of outstanding shares of any class upon which or upon whom the Articles of Incorporation confer such rights where there are two or more classes or series
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of shares or upon which or upon whom the Virginia Stock Corporation Act confers such rights notwithstanding that the Articles of Incorporation may provide for more than one class or series of shares, one or more of which are limited or denied such rights thereunder.
6.SHAREHOLDER MEETINGS.
-TIME. The annual meeting shall be held in the month of April each year, on a date and at a time determined by the Directors unless the Directors shall, by resolution, fix a different month. A special meeting shall be held on the date fixed by the Directors.
-PLACE. Annual meetings and special meetings shall be held at a place determined by the Board of Directors.
-CALL. Annual meetings may be called by the Chairman of the Board of Directors, the Board of Directors, the President or the Secretary or by any officer instructed by the Directors or the President to call the meeting. Special meetings may be called in like manner or by the holders of at least twenty percent (20%) of the shares upon the shareholders delivery to the Secretary of a written demand for a special meeting describing the purposes for which it is to be held.
-NOTICE. Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten days (or not less than any such other minimum period of days as may be prescribed by the Virginia Stock Corporation Act) nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or persons calling the meeting, to each shareholder. The notice of any annual or special meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the Virginia Stock Corporation Act. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail addressed to the shareholder at his address as it appears on the records of the Corporation with postage thereon prepaid.
-ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. Whenever any notice is required to be given to any shareholder, a waiver thereof in writing signed by him and delivered to the Secretary for inclusion in the minutes or filing with the corporate records, whether before or after the time stated therein, shall be the equivalent to the giving of such notice. Attendance, whether in person or by proxy, of a shareholder at a meeting shall constitute a waiver of notice of the meeting, except where the shareholder attends the meeting for the express purpose of objecting to the transaction of any business because the meeting
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is not lawfully called or convened.
-CONDUCT OF MEETING. Meetings of the shareholders shall be presided over by one of the following officers in the order of seniority and if present and acting - the Chairman of the Board, if any; the Vice Chairman of the Board, if any; the President; a Vice President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the shareholders. The Secretary of the Corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but, if neither the Secretary nor an Assistant Secretary is present, the Chairman of the meeting shall appoint a secretary of the meeting.
-PROXY REPRESENTATION. Every shareholder may authorize another person or persons to act for him by proxy in all matters in which a shareholder is entitled to participate, whether for the purposes of determining his presence at a meeting, or whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting, or otherwise. Every proxy shall be executed in writing by the shareholder, or by his duly authorized attorney-in-fact, and filed with the Secretary of the Corporation. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.
-QUORUM. A majority of the shares represented at a meeting shall constitute a quorum. If a meeting cannot be organized because a quorum has not attended, those present may adjourn the meeting from time to time and from place to place until a quorum is present. At any adjourned meeting, any business may be transacted that may have been transacted at the meeting originally called.
-VOTING. In the election of Directors a majority of the outstanding shares of the class or classes of stock entitled to elect a Director shall elect. Except in the election of Directors and except as the Virginia Stock Corporation Act shall otherwise provide, the affirmative vote of the majority of the shares represented at the meeting, a quorum being present, shall be the act of the shareholders.
7.INFORMAL ACTION. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders and shall be filed with the Secretary of the Corporation for inclusion in the minutes or filing with the corporate records.
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ARTICLE II
BOARD OF DIRECTORS
1.FUNCTIONS GENERALLY - COMPENSATION. The business and affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors, by the affirmative vote of at least a majority of the Directors then in office, and irrespective of any personal interest of any Director, shall have authority to establish reasonable compensation of all Directors for services to the Corporation as directors, officers or otherwise, and to reimburse each Director for the Director’s reasonable costs incurred in attending and related to the Director’s performance at its meetings.
2.QUALIFICATIONS AND NUMBER. Each Director shall be a natural person of full age. A Director need not be a shareholder, a citizen of the United States, or a resident of the Commonwealth of Virginia. The initial Board of Directors shall consist of five (5) persons. The number of Directors may be increased or decreased by an amendment to these Bylaws, but no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. The number of Directors shall never be less than three. The full Board of Directors shall consist of the number of Directors fixed herein.
3.ELECTION AND TERM. The initial Board of Directors shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified. Thereafter, Directors who are elected at an annual meeting of shareholders, and Directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next succeeding annual meeting of shareholders and until their successors shall have been elected and qualified. In the interim between annual meetings of shareholders or of special meetings of shareholders called for the election of Directors, any vacancies in the Board of Directors, including any unfilled vacancies resulting from the removal of Directors by the shareholders, may be filled by the affirmative vote of a majority of the remaining Directors, although less than a quorum exists. Any directorship to be filled by reason of an increase in the number of Directors shall be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose.
4.MEETINGS.
-TIME. Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the Directors may conveniently assemble.
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-PLACE. Meetings shall be held at such place within or without the Commonwealth of Virginia at a place to be fixed by resolution of a majority of the full Board of Directors, or in the absence of such resolution, by the Chairman of the Board, if any, the Vice Chairman of the Board, if any, or the President.
-CALL. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, if any; the Vice Chairman of the Board, if any; or the President; or of a majority of the Directors in office.
-NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the Directors thereat. The notice of any meeting need not specify the business to be transacted or the purpose of the meeting. Any requirement of furnishing a notice shall be waived by any Director who signs a waiver of notice before or after the meeting. Attendance of a Director at a meeting shall constitute a waiver of notice of the meeting, except where the Director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
-QUORUM AND ACTION. A majority of the Directors then in office at the time of any meeting shall constitute a quorum. Except as herein otherwise provided, and except as may be otherwise provided by the Virginia Stock Corporation Act, the act of the Board shall be the act of a majority of the Directors present at a meeting at which a quorum is present.
-CHAIRMAN OF THE MEETING. Meetings of the Board of Directors shall be presided over by the following Directors in the following order, if present and acting: the Chairman of the Board, if any; the Vice Chairman of the Board, if any; the President, or any other Director chosen by the Board.
5.VACANCIES. A vacancy in the Board of Directors shall be deemed to occur upon and as of the time of any of the following events: (a) upon the receipt by the Board of Directors of a written resignation of a Director, or at any later time specified in the resignation; (b) upon the death or disability of a Director; (c) upon the removal of the Director under Section 6 of Article II of these Bylaws or in any other manner; or (d) upon an increase in the number of Directors comprising the Board of Directors. The Board of Directors shall fill any vacancy on the Board, including but not limited to any vacancy created by any change in the number of Directors constituting the Board of Directors or by the death, resignation or removal of any Director. Each vacancy shall be filled by a majority vote of the
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Directors then in office, the absence of a quorum notwithstanding.
6.REMOVAL OF DIRECTORS. The entire Board of Directors or any individual Director may be removed from office with or without cause by the shareholders. In case the entire Board or any one or more Directors be so removed, new Directors may be elected at the same meetings.
7.EXECUTIVE COMMITTEE. The Board of Directors may, by resolution adopted by a majority of the full Board, designate two or more Directors to constitute an Executive Committee, which, to the extent provided in the resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the business and affairs of the Corporation. In the absence of unanimous consent of the members of the Executive Committee on any matter, that matter shall be decided by a vote of the entire Board of Directors.
8.INFORMAL ACTION. Any action required or permitted to be taken at a meeting of Directors or of the Executive Committee, if any, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors or all of the members of the Executive Committee, if any, as the case may be.
9.TELEPHONE MEETINGS. Any or all Directors may participate in or hold a meeting of the Board of Directors or of a committee of the Board by means of conference telephone or by any means of communication by which all persons participating in the meeting are able another, and such participation shall constitute presence in person at the meeting.
ARTICLE III
OFFICERS
The Corporation shall have a President and a Secretary, and may have a Treasurer and one or more Vice Presidents, a Chairman of the Board, and a Vice Chairman of the Board, each of whom shall be elected by the Directors, and may have such other officers and assistant officers and agents as may be deemed necessary, each or any of whom may be elected or appointed by the Directors or may be chosen in such manner as the Directors shall determine. The same individual may simultaneously hold more than one office in the Corporation.
Unless otherwise provided in the resolution of election or appointment, each officer shall hold office until the meeting of the Board of Directors following the next annual meeting of shareholders and until his successor shall have been elected and
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qualified, or until his earlier death, disability, resignation or removal. Officers may be removed, with or without cause, by a majority vote of the Directors then in office.
The officers and agents of the Corporation shall have the authority provided by, and the duties described in, the resolution electing or appointing them, as the case may be.
The Board of Directors may remove any officer or agent whenever, in its judgment, the best interests of the Corporation will be served thereby.
ARTICLE IV
SHAREHOLDERS RECORD
The Corporation, for a period of at least ten days prior to a meeting of its shareholders, shall keep at its registered office or at its principal place of business, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of the shares held by each.
ARTICLE V
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name of the Corporation and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine or the law requires.
ARTICLE VI
FISCAL YEAR
The fiscal year of the Corporation shall end on December 31, unless changed by the Board of Directors.
ARTICLE VII
CONTROL OVER BYLAWS
The power to alter, amend, and repeal the Bylaws and to make new Bylaws shall be vested in the Board of Directors.
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I HEREBY CERTIFY that the foregoing is a full, true and correct copy of the Bylaws of AVIONICS SPECIALTIES, INC., a corporation of the Commonwealth of Virginia, as in effect on the date hereof.
WITNESS my hand and the/seal of the Corporation.
Dated: January 18, 1993
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| Secretary |
| AVIONICS SPECIALTIES, INC. |
(SEAL)
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