BYLAWS
OF
NICHOLS RESEARCH CORPORATION
BY LAWS
OF
NICHOLS RESEARCH CORPORATION
I N D E X
ARTICLE ONE - OFFICES
Section 1.1 Registered Office 1
Section 1.2 Principal Business Office 1
ARTICLE TWO - SHAREHOLDERS MEETINGS
Section 2.1 Annual Meeting 1
Section 2.2 Special Meetings 1
Section 2.3 Place 2
Section 2.4 Notice 2
Section 2.5 Quorum 2
Section 2.6 Proxies; Required Vote 3
Section 2.7 Presiding Officer and Secretary 3
Section 2.8 Shareholder List 3
Section 2.9 Action in Lieu of Meeting 4
ARTICLE THREE - DIRECTORS
Section 3.1 Management 4
Section 3.2 Number of Directors; Quorum 4
Section 3.3 Vacancies 5
Section 3.4 Election of Directors 5
Section 3.5 Removal 5
Section 3.6 Resignation 5
Section 3.7 Compensation 6
Section 3.8 Co-Chairmen 6
ARTICLE FOUR - COMMITTEES
Section 4.1 Executive Committee 6
Section 4.2 Other Committees 8
Section 4.3 Removal 9
ARTICLE FIVE- MEETINGS OF THE BOARD OF DIRECTORS
Section 5.1 Time and Place 9
Section 5.2 Regular Meetings 9
Section 5.3 Special Meetings; Notice 9
Section 5.4 Waiver of Notice 10
Section 5.5 Quorum 10
Section 5.6 Action in Lieu of Meeting 11
Section 5.7 Interested Directors and Officers 11
ARTICLE SIX - OFFICERS, AGENTS AND EMPLOYEES
Section 6.1 General Provisions 12
Section 6.2 Powers and Duties of the Chief
Executive Officer and the President 13
Section 6.3 Powers and Duties of Executive Vice
Presidents, Senior Vice Presidents
and Vice Presidents 14
Section 6.4 Powers and Duties of the Secretary 15
Section 6.5 Powers and Duties of the Treasurer 15
Section 6.6 Appointment, Powers and Duties of
Assistant Secretaries 16
Section 6.7 Appointment, Powers and Duties of
Assistant Treasurers 16
Section 6.8 Delegation of Duties 16
ARTICLE SEVEN - CAPITAL STOCK
Section 7.1 Certificates 17
Section 7.2 Shareholder List 18
Section 7.3 Transfer of Shares 19
Section 7.4 Record Dates 19
Section 7.5 Registered Owner 19
Section 7.6 Transfer Agent and Registrars 20
Section 7.7 Lost Certificates 20
Section 7.8 Fractional Shares or Scrip 20
ARTICLE EIGHT - BOOKS AND RECORDS; SEAL; ANNUAL STATEMENTS
Section 8.1 Inspection of Books and Records 21
Section 8.2 Seal 22
Section 8.3 Annual Statements 22
ARTICLE NINE - INDEMNIFICATION
Section 9.1 Third Party Claims 23
Section 9.2 Corporate Claims 24
Section 9.3 Indemnification of Expenses Where Successful 25
Section 9.4 Authorization of Indemnification 25
Section 9.5 Advancement of Expenses 25
Section 9.6 Nonexclusive Method of Indemnification 26
Section 9.7 Insurance 26
Section 9.8 Notification to Shareholders of Indemnification 27
ARTICLE TEN - NOTICES, WAIVERS OF NOTICE
Section 10.1 Notices 27
Section 10.2 Waivers of Notice 27
ARTICLE ELEVEN - EMERGENCY POWERS
Section 11.1 By-Laws 28
Section 11.2 Lines of Succession 28
Section 11.3 Head Office 28
Section 11.4 Period of Effectiveness 29
Section 11.5 Notices 29
Section 11.6 Officers as Directors Pro Tempore 29
Section 11.7 Liability of Officers, Directors and Agents 29
ARTICLE TWELVE - CONTRACTS; CHECKS
Section 12.1 Contracts 30
Section 12.2 Checks 30
ARTICLE THIRTEEN - DIVIDENDS AND DISTRIBUTIONS 30
ARTICLE FOURTEEN - AMENDMENTS 31
BY-LAWS
OF
NICHOLS RESEARCH CORPORATION
ARTICLE ONE
OFFICES
1.1 Registered Office. The corporation shall at all times maintain a
registered office in the State of Delaware and a registered agent at that
address but may have other offices located within or outside the State of
Delaware as the Board of Directors may determine.
1.2 Principal Business Office. The corporation shall maintain its
principal place of business in Madison County, Alabama, and may have other
places of business within or without the State of Alabama as the Board of
Directors may determine.
ARTICLE TWO
SHAREHOLDERS MEETINGS
2.1 Annual Meeting. The annual meeting of shareholders of the
corporation shall be held within 180 days after the end of each fiscal year
of the corporation. The annual meeting shall be held at such time and place
as the Directors shall determine from time to time and as shall be
specified in the notice of the meeting.
2.2 Special Meetings. Special meetings of the shareholders may be
called at any time by the Chief Executive Officer, President, or a majority
of the board of directors. Special meetings shall be held at such a time
and place and on such date as shall be specified in the notice of the
meeting.
2.3 Place. Annual or special meetings of shareholders may be held
within or without the State of Delaware as may be specified in the notice
of meeting.
2.4 Notice. Notice of annual or special shareholders meetings stating
place, day and hour of the meeting shall be given in writing not less than
ten nor more than sixty days before the date of the meeting, either mailed
to the last known address of or personally given to each shareholder.
Notice of any special meeting of shareholders shall state the purpose or
purposes for which the meeting is called. The notice of any meeting at
which amendments to or restatements of the certificate of incorporation,
merger or consolidation of the corporation, or the disposition of corporate
assets requiring shareholder approval are to be considered shall state such
purpose, be given at least twenty days before such meeting and further
comply with all requirements of law. Notice of a meeting may be waived by
an instrument in writing executed before or after the meeting. The waiver
need not specify the purpose of the meeting or the business transacted,
unless one of the purposes of the meeting concerns a plan of merger or
consolidation, in which event the waiver shall comply with the further
requirements of law concerning such waiver. Attendance at such meeting in
person or by proxy shall constitute a waiver of notice thereof.
2.5 Quorum. At all meetings of shareholders a majority of the
outstanding shares of stock shall constitute a quorum for the transaction
of business, and no resolution or business shall be transacted without the
favorable vote of the holders of a majority of the shares represented at
the meeting and entitled to vote. A lesser number may adjourn from day to
day, and shall announce the time and place to which the meeting is
adjourned.
2.6 Proxies; Required Vote. At every meeting of the shareholders,
including meetings of shareholders for the election of Directors, any
shareholder having the right to vote shall be entitled to vote in person or
by proxy, but no proxy shall be voted after eleven months from its date,
unless said proxy provides for a longer period. Each shareholder shall
have one vote for each share of stock having voting power, registered in
his name on the books of the corporation. If a quorum is present, the
affirmative vote of the majority of the shares represented at the meeting
and entitled to vote on the subject matter shall be the act of the
shareholders, except as otherwise provided by law, by the certificate of
incorporation or by these by-laws.
2.7 Presiding Officer and Secretary. At every meeting of shareholders,
a Co-Chairman of the Board, or in the absence of a Co-Chairman or if there
be none, the Chief Executive Officer, or in his absence the President, or
in his absence a Vice President or, if none be present, the appointee of
the presiding officer of the meeting, shall preside. The Secretary, or in
his absence an Assistant Secretary, or if none be present, the appointee of
the Presiding officer of the meeting, shall act as secretary of the
meeting.
2.8 Shareholder List. The officer or agent having charge of the stock
transfer books of the corporation shall produce for the inspection of any
shareholder a complete alphabetical list of shareholders entitled to vote
showing the address and share holdings of each shareholder. Such a list
shall be kept on file in the principal office of the corporation for at
least ten days prior to all meetings of shareholders and shall be subject
to inspection by any shareholder making written request therefor at any
time during usual business hours; such list shall also be available for
inspection by any shareholder at, and continuously during, every meeting of
the shareholders.
2.9 Action in Lieu of Meeting. Any action to be taken at a meeting of
the shareholders of the corporation, or any action that may 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 entitled to vote with respect to the subject matter thereof
and any further requirements of law pertaining to such consents have been
complied with.
ARTICLE THREE
DIRECTORS
3.1 Management. Subject to these by-laws, the certificate of
incorporation and any lawful agreement among the shareholders, the full and
entire management of the affairs and business of the corporation shall be
vested in the Board of Directors, which shall have and may exercise all of
the powers that may be exercised or performed by the corporation.
3.2 Number of Directors; Quorum. The Board of Directors shall consist
of not less than five (5) and not more than nine (9) members, the precise
number to be fixed by resolution of the Board of Directors from time to
time. A majority of said Directors shall constitute a quorum for the
transaction of business. All resolutions adopted and all business
transacted by the Board of Directors shall require the affirmative vote of
a majority of the Directors present at a meeting at which a quorum is
present.
3.3 Vacancies. The Directors may fill the place of any Director which
may become vacant prior to the expiration of his term by a vote of the
majority of remaining Directors though the remaining Directors may be less
than a quorum of the Board of Directors; such appointment by the Directors
shall continue until the expiration of the term of the Director whose place
has become vacant. Any vacancy which occurs by reason of any increase in
the number of Directors shall be filled by election at an annual meeting or
special meeting of shareholders called for such a purpose.
3.4 Election of Directors. Directors shall be elected annually, at the
annual meeting of shareholders and shall serve until the next annual
meeting of shareholders and until their successors have been elected and
qualified.
3.5 Removal. A Director may be removed from office, with or without
cause, upon the majority vote of the shareholders entitled to vote at an
election of Directors, at a meeting with respect to which notice of such
purpose is given. The shareholders, upon the majority vote of the
shareholders, may then forthwith proceed to elect a successor for the
unexpired term of the Director who was removed from office.
3.6 Resignation. Any Director may resign at any time either orally at
any meeting of the Board of Directors or by so advising to a Co-Chairman of
the Board, if any, or the Chief Executive Officer or President or by giving
written notice to the corporation. A Director who resigns may postpone the
effectiveness of his resignation to a future date or upon the occurrence of
a future event specified in a written tender of resignation. If no time of
effectiveness is specified therein, a resignation shall be effective upon
tender. A vacancy shall be deemed to exist at the time a resignation is
tendered, and the Board of Directors or the shareholders may, then or
thereafter, elect a successor to take office when the resignation by its
terms becomes effective.
3.7 Compensation. Directors may be allowed such compensation for
attendance at regular or special meetings of the Board of Directors and of
any special or standing committees thereof as may be determined from time
to time by resolution of the Board of Directors.
3.8 Co-Chairmen. The Board of Directors shall elect from its members
two persons who shall serve as Co-Chairmen of the Board of Directors. In
the absence of an agreement to the contrary, each Co-Chairman of the Board
of Directors shall preside at every other meeting of the shareholders and
every other meeting of the directors. If the Co-Chairman who is to preside
at a meeting of the shareholders or directors is absent, the other Co-
Chairman shall preside at such meeting.
ARTICLE FOUR
COMMITTEES
4.1 Executive Committee.
(a) The Board of Directors may by resolution adopted by a majority
of the entire Board designate an Executive Committee of the Board of Directors
consisting of two or more Directors. Each member of the Executive
Committee shall hold office until the first meeting of the Board of
Directors after the annual meeting of shareholders next following his
election and until his successor is elected and qualified, or until his
death, resignation or removal, or until he shall cease to be a Director.
(b) During the intervals between the meetings of the Board of
Directors, the Executive Committee may exercise all the authority of the
Board of Directors; provided, however, that the Executive Committee shall
not have the power to amend or repeal any resolution of the Board of
Directors that by its terms shall not be subject to amendment or repeal by
the Executive Committee, and the Executive Committee shall not have the
authority of the Board of Directors in reference to (1) amending the
certificate of incorporation or by-laws of the corporation; (2) adopting a
plan of merger or consolidation; (3) the sale, lease, mortgage, exchange or
other disposition of all or substantially all the property and assets of
the corporation otherwise than in the usual and regular course of its
business; (4) a voluntary dissolution of the corporation or a revocation of
any such voluntary dissolution; (5) filling a vacancy in the Board of
Directors; (6) declaring a dividend or distribution from surplus; or (7)
issuing capital stock.
(c) The Executive Committee shall meet from time to time on call of
a Co-Chairman of the Board, the Chief Executive Officer or the President or
of any two or more members of the Executive Committee. Meetings of the
Executive Committee may be held at such place or places, within or without
the State of Delaware as the Executive Committee shall determine or as may
be specified or fixed in the respective notices or waivers of such
meetings. The Executive Committee may fix its own rules of procedures,
including provision for notice of its meetings. It shall keep a record of
its proceedings and shall report these proceedings to the Board of
Directors at the meeting thereof held next after they have been taken, and
all such proceedings shall be subject to revision or alteration by the
Board of Directors except to the extent that action shall have been taken
pursuant to or in reliance upon such proceedings prior to any such revision
or alteration.
(d) The Executive Committee shall act by majority vote of its
members; provided, that contracts or transactions of and by the corporation
in which officers or Directors of the corporation are interested shall require
the affirmative vote of a majority of the disinterested members of the
Executive Committee, at a meeting of the Executive Committee at which the
material facts as to the interest and as to the contract or transaction are
disclosed or known to the members of the Executive Committee prior to the vote.
(e) Members of the Executive Committee may participate in committee
proceedings by means of conference telephone or similar communications
equipment by means of which all persons participating in the proceedings
can hear each other, and such participation shall constitute presence in
person at such proceedings.
(f) The Board of Directors, by resolution adopted in accordance with
paragraph (a) of this section, may designate one or more Directors as
alternate members of the Executive Committee who may act in the place and
stead of any absent member or members at any meeting of said committee.
4.2 Other Committees. The Board of Directors, by resolution adopted by
a majority of the entire Board, may designate one or more additional
committees, each committee to consist of two or more of the Directors of
the corporation, which shall have such name or names and shall have and may
exercise such powers of the Board of Directors, except the powers denied to
the Executive Committee, as may be determined from time to time by the
Board of Directors. Such committees shall provide for its own rules of
procedure, subject to the same restrictions thereon as provided above for
the Executive Committee.
4.3 Removal. The Board of Directors shall have power at any time to
remove any member of any committee, with or without cause, and to fill
vacancies in and to dissolve any such committee.
ARTICLE FIVE
MEETINGS OF THE BOARD OF DIRECTORS
5.1 Time and Place. Meetings of the Board of Directors may be held at
any place either within or without the State of Alabama. Each newly
elected Board of Directors shall meet immediately following the close of
the annual meeting of shareholders and at the place thereof, or such newly
elected Board of Directors may hold such meeting at such place and time as
shall be fixed by the consent in writing of all the Directors. In any such
case no notice of such meeting to the newly elected Directors shall be
necessary in order legally to constitute the meeting, provided a quorum be
present.
5.2 Regular Meetings. Regular meetings of the Board of Directors may be
held without notice at such time and place, within or without the State of
Delaware, as shall be determined by the Board of Directors from time to
time.
5.3 Special Meetings; Notice. Special meetings of the Board of
Directors may be called by a Co-Chairman of the Board, the Chief Executive
Officer, or the President on not less than two days' written notice by
mail, telegram or cablegram, or by personal delivery to each Director and
shall be called by a Co-Chairman of the Board, the Chief Executive Officer,
the President or the Secretary in like manner and on like notice on the
written request of any two or more Directors. Any such special meeting
shall be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of meeting. No notice of any
meeting of the Board of Directors need state the purposes thereof.
5.4 Waiver of Notice. Notice of any meeting may be waived by an
instrument in writing executed before or after the meeting. Attendance in
person at any such meeting shall constitute a waiver of notice thereof
except where a Director attends a meeting for the express purpose of
objecting because the meeting is not lawfully called or convened.
5.5 Quorum. At all meetings of the Board of Directors, the presence of
one-third of the Directors, but not less than two Directors, shall be
necessary and sufficient to constitute a quorum for the transaction of
business. Directors may participate in any meeting by means of conference
telephone or similar communications equipment by which all persons
participating in the meeting can hear each other, and participation in a
meeting by means of such communications equipment shall constitute the
presence in person at such meeting. The act of a majority of the Directors
present at any meeting at which there is a quorum shall be the act of the
Board of Directors, except as may be otherwise specifically provided by-
law, the certificate of incorporation or these by-laws. In the absence of
a quorum a majority of the Directors present at any meeting may adjourn the
meeting from time to time until a quorum is present. Notice of any
adjourned meeting need only be given by announcement at the meeting at
which the adjournment is taken.
5.6 Action in Lieu of Meeting. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if a written consent thereto is signed by
all members of the Board of Directors or of such committee, as the case may
be, and such written consent is filed with the minutes of the proceedings
of the Board of Directors and any further requirements of law pertaining to
such consents have been complied with.
5.7 Interested Directors and Officers. An interested Director or
officer is one who is a party to a contract or transaction with the
corporation or who is an officer or Director of, or has a financial
interest in, another corporation, partnership or association which is a
party to a contract or transaction with the corporation. Contracts and
transactions between the corporation and one or more interested Directors
or officers shall not be void or voidable solely because of such
relationship or interest or because such a Director is present at a meeting
of the Board of Directors or a committee thereof which authorizes, approves
or ratifies such contract or transaction, if either: (1) the contract or
transaction is approved in good faith by the Board of Directors or
appropriate committee by the affirmative votes or consent of a majority of
disinterested Directors at a meeting of the Board or committee at which the
material facts as to the interested person or persons and the contract or
transaction are disclosed or known to the Board or committee prior to the
vote; or (2) the contract or transaction is approved in good faith by the
shareholders after the material facts as to the interested person or
persons and the contract or transaction have been disclosed to them; or (3)
the contract or transaction is fair as to the corporation as of the time it
is authorized, approved or ratified by the Board of Directors or the
appropriate committee, or the shareholders. Interested Directors may not be
counted in determining the presence of a quorum at a meeting of the Board
or committee which authorizes the contract or transaction.
ARTICLE SIX
OFFICERS, AGENTS AND EMPLOYEES
6.1 General Provisions. The officers of the corporation shall be a
Chief Executive Officer, a President, a Secretary, and a Treasurer, one or
more Executive Vice Presidents, Senior Vice Presidents and Vice Presidents,
one or more Assistant Secretaries, and one or more Assistant Treasurers.
The officers shall be elected by the Board of Directors at the first
meeting of the Board of Directors after the annual meeting of the
shareholders in each year or shall be appointed as provided in these by-
laws. The executive officers of the corporation shall consist of the Chief
Executive Officer, the President, all Executive Vice Presidents, all Senior
Vice Presidents, the Secretary and the Treasurer. The board of Directors
may elect other officers, agents and employees, who shall have such
authority and perform such duties as may be prescribed by the Board of
Directors. All officers shall hold office until the meeting of the Board
of Directors following the next annual meeting of the shareholders after
their election or appointment and until their successors shall have been
elected or appointed and shall have qualified. Any two or more offices may
be held by the same person. Any officer, agent or employee of the
corporation may be removed by the Board of Directors whenever in its
judgment the best interests of the corporation will be served thereby.
Such removal shall be without prejudice to such person's contract rights,
if any, but the election or appointment of any person as an officer, agent
or employee of the corporation shall not of itself create contract rights.
The compensation of officers, agents, and employees elected by the Board of
Directors shall be fixed by the Board of Directors, but this power may be
delegated to any officer, agent or employee as to persons under his
direction or control. The Board of Directors may require any officer,
agent or employee to give security for the faithful performance of his
duties.
6.2 Powers and Duties of the Chief Executive Officer and the President.
The powers and duties of the Chief Executive Officer and the President,
subject to the supervision and control of the Board of Directors, shall be
those usually appertaining to their respective offices and whatever other
powers and duties are prescribed by these by-laws or by the Board of
Directors.
(a) The Chief Executive Officer of the corporation shall be the
highest executive officer of the corporation and shall have overall
responsibility for the management of the business of the corporation,
including responsibility for execution of all orders and resolutions
adopted by the Board of Directors, execution of authorized conveyances,
contracts and other documents in the name of the corporation, except where
the signing and execution thereof may be delegated by the Board of
Directors or these by-laws to another officer or agent of the corporation.
(b) The President shall be the second highest executive officer of
the corporation and shall report to the Chief Executive Officer of the
corporation. The President shall have such responsibilities for the
management of the business of the corporation as may be assigned to him by
the Chief Executive Officer or the Board of Directors. The President, in
the absence of the Chief Executive Officer, shall have the authority to
execute on behalf of the corporation conveyances, contracts and other
documents.
6.3 Powers and Duties of Executive Vice Presidents, Senior Vice
Presidents and Vice Presidents. Each Executive Vice President, Senior Vice
President and Vice President shall have such powers and perform such duties
as the Board of Directors, the Chief Executive Officer or the President may
prescribe and shall perform such other duties as may be prescribed by these
by-laws. In the absence or inability to act of the Chief Executive Officer
or President, unless the Board of Directors shall otherwise provide, the
Executive Vice President who has served in that capacity for the longest
time and who shall be present and able to act, shall perform all duties and
may exercise any of the powers of the Chief Executive Officer. The
performance of any such duty by an Executive Vice President, Senior Vice
President or Vice President shall be conclusive evidence of his power to
act.
Without limiting the generality of the foregoing, an Executive Vice
President appointed by the Board of Directors shall be designated as the
Executive Vice President for a major operation or division of the
corporation and as such shall have responsibility and authority to conduct
the business of such operation or division. Each Executive Vice President
shall report to the Chief Executive Officer and the President and shall
have such other duties as may be assigned to him by the Board of Directors.
Each Executive Vice President shall have the authority to execute on behalf
of the corporation all conveyances, contracts and other documents which
pertain to the operation or division of the corporation for which he has
responsibility.
6.4 Powers and Duties of the Secretary. The Secretary shall have charge
of the minutes of all proceedings of the shareholders and of the Board of
Directors and shall keep the minutes of all their meetings at which he is
present. Except as otherwise provided by these by-laws he shall attend to
the giving of all notices to shareholders and Directors. He shall have
charge of the seal of the corporation, shall attend to its use on all
documents the execution of which on behalf of the corporation under its
seal is duly authorized and shall attest the same by his signature whenever
required. He shall have charge of the record of shareholders of the
corporation, of all written requests by shareholders that notices be mailed
to them at an address other than their addresses on the record of
shareholders, and of such other books and papers as the Board of Directors
may direct. Subject to the control of the Board of Directors, he shall
have all such powers and duties as generally are incident to the position
of Secretary or as may be assigned to him by the Chief Executive Officer,
President or the Board.
6.5 Powers and Duties of the Treasurer. The Treasurer shall have charge
of all funds and securities of the corporation, shall endorse the same for
deposit or collection when necessary and deposit the same to the credit of
the corporation in such banks or depositaries as the Board of Directors may
authorize. He may endorse all commercial documents requiring endorsements
for or on behalf of the corporation and may sign all receipts and all
commercial documents requiring endorsements for or on behalf of the
corporation and may sign all receipts and vouchers for payments made to the
corporation. He shall have all such powers and duties as generally are
incident to the position of Treasurer or as may be assigned to him by the
Chief Executive Officer, President or by the Board of Directors.
6.6 Appointment, Powers and Duties of Assistant Secretaries. Assistant
Secretaries may be appointed by the Chief Executive Officer, President or
elected by the Board of Directors. In the absence or inability of the
Secretary to act, any Assistant Secretary may perform all the duties and
exercise all the powers of the Secretary. The performance of any such duty
shall be conclusive evidence of his power to act. An Assistant Secretary
shall also perform such other duties as the Secretary or the Board of
Directors may assign to him.
6.7 Appointment, Powers and Duties of Assistant Treasurers. Assistant
Treasurers may be appointed by the Chief Executive Officer, President or
elected by the Board of Directors. In the absence or inability of the
Treasurer to act, an Assistant Treasurer may perform all the duties and
exercise all the powers of the Treasurer. The performance of any such duty
shall be conclusive evidence of his power to act. An Assistant Treasurer
shall also perform such other duties as the Treasurer or the Board of
Directors may assign to him.
6.8 Delegation of Duties. In case of the absence of any officer of the
corporation, or for any other reason that the Board of Directors may deem
sufficient, the Board of Directors (or in the case of Assistant Secretaries
or Assistant Treasurers only, the Chief Executive Officer or President) may
confer for the time being the powers and duties, or any of them of such
officer upon any other officer (provided that the powers and duties of the
Chief Executive Officer or President may not be conferred upon the
Secretary, and vice versa), or elect or appoint any new officer to fill a
vacancy created by death, resignation, retirement or termination of any
officer. In such latter event such new officer shall serve until the next
annual election of officers.
ARTICLE SEVEN
CAPITAL STOCK
7.1 Certificates. The interest of each shareholder shall be evidenced
by a certificate or certificates representing shares of the corporation
which shall be in such form as the Board of Directors may from time to time
adopt and shall be numbered and shall be entered in the books of the
corporation as they are issued. Each certificate representing shares shall
set forth upon the face thereof the following:
(a) the name of this corporation;
(b) that the corporation is organized under the laws of the State of
Delaware;
(c) the name or names of the person or persons to whom the
certificate is issued;
(d) the number and class of shares, and the designation of the
series, if any, which the certificate represents;
(e) the par value of each share represented by such certificate, or
a statement that the shares are without par value; and
(f) if any shares represented by the certificate are non-voting
shares, a statement or notation to that effect; and if the shares
represented by the certificate are subordinate to shares of any other class
or series with respect to dividends or amounts payable on liquidation,
shall further set forth on either the face or back of the certificate a
clear and concise statement to that effect.
Each certificate shall be signed by the Chief Executive Officer,
President or any Executive or Senior dice President and the Secretary or an
Assistant Secretary and may be sealed with the seal of the corporation or a
facsimile thereof. If a certificate is countersigned by a transfer agent
or registered by a registrar, other than the corporation itself or an
employee of the corporation, the signature of any such officer of the
corporation may be a facsimile. In case any officer or officers who shall
have signed, or whose facsimile signature or signatures shall have been
used on, any such certificate or certificates shall cease to be such
officer or officers of the corporation, whether because of death,
resignation or otherwise, before such certificate or certificates shall
have been delivered by the corporation, such certificate or certificates
may nevertheless be delivered as though the person or persons who signed
such certificate or certificates or whose facsimile signatures shall have
been used thereon had not ceased to be such officer or officers.
7.2 Shareholder List. The corporation shall keep or cause to be kept a
record of the shareholders of the corporation which readily shows, in
alphabetical order or by alphabetical index, and by classes or series of
stock, if any, the names of the shareholders entitled to vote, with the
address of and the number of shares held by each. Said record shall be
presented and kept open for ten days prior to and during all meetings of
the shareholders in accordance with the provisions of Section 2.8 of these
by-laws.
7.3 Transfer of Shares. Transfers of stock shall be made on the books
of the corporation only by the person named in the certificate, or by power
of attorney lawfully constituted in writing, and upon surrender of the
certificate thereof, or in the case of a certificate alleged to have been
lost, stolen or destroyed, upon compliance with the provisions of Section
7.7 of these by-laws.
7.4 Record Dates. (a) For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or 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 may provide that the stock transfer books shall be
closed for a stated period but not to exceed sixty days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books
shall be closed for at least ten days immediately preceding such meeting.
(b) In lieu of closing the stock transfer books, the Board of
Directors may fix in advance a date as the record date for any such
determination of shareholders, such date to be not more than sixty 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.
7.5 Registered Owner. The corporation shall be entitled to treat the
holder of record of any share of stock of the corporation as the person
entitled to vote such share, to receive any dividend or other distribution
with respect to such share, and for all other purposes and accordingly
shall not be bound to recognize any equitable or other claim or interest in
such share on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by law.
7.6 Transfer Agent and Registrars. The Board of Directors may appoint
one or more transfer agents and one or more registrars and may require each
stock certificate to bear the signature or signatures of a transfer agent
or a registrar or both.
7.7 Lost Certificates. Any person claiming a certificate of stock to be
lost, stolen or destroyed shall make an affidavit or affirmation of the
fact in such manner as the Board of Directors may require and shall, if the
Directors so require, give the corporation a bond of indemnity in form and
amount and with one or more sureties satisfactory to the Board of
Directors, whereupon an appropriate new certificate may be issued in lieu
of the certificate alleged to have been lost, stolen or destroyed.
7.8 Fractional Shares or Scrip. The corporation may, when and if
authorized so to do by its Board of Directors, issue certificates for
fractional shares or scrip in order to effect share transfers, share
distributions or reclassifications, mergers, consolidations or
reorganizations. Holders of fractional shares shall be entitled, in
proportion to their fractional holdings, to exercise voting rights, receive
dividends and participate in any of the assets of the corporation in the
event of liquidation. Holders of scrip shall not, unless expressly
authorized by the Board of Directors, be entitled to exercise any rights of
a shareholder of the corporation, including voting rights, dividend rights
or the right to participate in any assets of the corporation in the event
of liquidation. In lieu of issuing fractional shares or scrip, the
corporation may pay in cash the fair value of fractional interest as
determined by the Board of Directors; and the Board of Directors may adopt
resolutions regarding rights with respect to fractional shares or scrip as
it may deem appropriate, including without limitation the right for persons
entitled to receive fractional shares to sell such fractional shares or
purchase such additional fractional shares as may be needed to acquire one
full share, or sell such fractional shares or scrip for the account of such
persons.
ARTICLE EIGHT
BOOKS AND RECORDS; SEAL; ANNUAL STATEMENTS
8.1 Inspection of Books and Records. Any shareholder of record,
including a holder of record of voting trust certificates, upon written
demand under oath stating the purpose thereof, shall have the right to
examine in person or by agent or attorney, at any reasonable time or times,
for any proper purpose, the books and records of account, minutes and
record of shareholders and to make copies thereof or extracts therefrom.
Such demand shall be sent to the attention of the Secretary of the
corporation at its principal place of business. If the demand is made by
an agent or attorney, such demand shall be accompanied by a power of
attorney or other authorization to act on behalf of the shareholder.
If the Secretary or a majority of the Board of Directors or members of
the Executive Committee of the corporation find the request proper, the
Secretary shall notify the shareholder within a reasonable time after
receipt of said request of the time, which shall in no event be more than
thirty days after such notification, and place at which the inspection may
be conducted.
If said request is found by the Secretary, the Board of Directors or
the Executive Committee not to be proper, the Secretary shall so notify the
requesting shareholder within a reasonable time after receipt of the
request. The Secretary shall specify in said notice the basis for the
rejection of the shareholder's request.
The Secretary, the Board of Directors and the Executive Committee shall
at all times be entitled to rely in good faith on the corporate records in
making any determination hereunder.
8.2 Seal. The corporate seal shall be in such form as the Board of
Directors may from time to time determine. In the event it is inconvenient
to use such a seal at any time, the signature of the corporation followed
by the word "Seal" enclosed in parentheses or scroll shall be deemed the
seal of the corporation.
8.3 Annual Statements. Not later than 180 days after the close of each
fiscal year, and in any case prior to the next annual meeting of
shareholders, the corporation shall prepare and mail to each shareholder
and holder of voting trust certificates:
(a) A balance sheet showing in reasonable detail the financial
condition of the corporation as of the close of its fiscal year, and
(b) A statement of income (expenses and retained earnings) showing
the results of its operations during its fiscal year; and
(c) A report of the Chief Executive Officer, officer in charge of
financial records or a certified public accountant stating whether, in his
opinion, the financial statements present fairly the financial position of
the corporation and the results of its operations in accordance with
generally accepted accounting principles and, if not, describing the basis
for their preparation of the data in accordance with accounting procedures
generally used in the industry in which the corporation conducts its
business.
ARTICLE NINE
INDEMNIFICATION
9.1 Third Party Claims. Under the circumstances prescribed in Sections
9.3 and 9.4, the corporation shall indemnify and hold harmless any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, including appeals, (other than
an action by or in the right of the corporation) by reason of the fact that
he is or was a Director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a Director, officer,
partner, employee, or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amount paid in settlement actually and
reasonably incurred by him in connection with such claim, action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interest of the corporation, and with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any claim, action,
suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
9.2 Corporate Claims . Under the circumstances prescribed in Sections
9.3 and 9.4, the corporation shall indemnify and hold harmless any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed claim, action or suit by or in the right
of the corporation to procure a judgment in its favor by reason of the fact
he is or was a Director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a Director, officer,
partner, employee or agent, of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation; except that no indemnification shall be made
in respect to any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation, unless and only to the
extent that the Chancery Court or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses which the
Chancery Court or such other court shall deem proper.
9.3 Indemnification of Expenses Where Successful. To the extent that a
Director, officer, employee or agent of a corporation has been successful
on the merits or otherwise in defense of any action, suit or proceeding
referred to in Sections 9.1 and 9.2, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
9.4 Authorization of Indemnification. Except as provided in Section
9.3 and except as may be ordered by a court, any indemnification under
Sections 9.1 and 9.2 shall be made by the corporation only as authorized in
the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in Sections 9.1 and
9.2. Such a determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of Directors who were not parties to
or have been wholly successful on the merits or otherwise with respect to
such action, suit or proceeding, or (2) if such a quorum is not obtainable
or, even if obtainable, a quorum of disinterested Directors so directs, by
independent legal counsel in a written opinion, or (3) by the affirmative
vote of a majority of the shares entitled to vote thereon.
9.5 Advancement of Expenses. Expenses (including attorneys' fees)
incurred in defending a civil or criminal action, suit or proceeding may be
paid by the corporation in advance of the final disposition of such action,
suit or proceeding as authorized by the Board of Directors in the specific
case upon receipt of an undertaking by or on behalf of the Director,
officer, employee or agent to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation as
authorized in this Article Nine.
9.6 Nonexclusive Method of Indemnification. The indemnification and
advancement of expenses provided by this Article Nine shall not be deemed
exclusive of any other rights, in respect of indemnification or otherwise,
to which those seeking indemnification or advancement of expenses may be
entitled under any agreement, by-law or resolution approved by the
affirmative vote of the holders of a majority of the shares entitled to
vote thereon taken at a meeting the notice of which specified that such by-
law or resolution would be placed before the shareholders, both as to
action by a Director, officer, employee or agent in his official capacity
and as to action in another capacity while holding such office or position,
and shall continue as to a person who has ceased to be a Director, officer,
employee or agent and shall inure to the benefit of the heirs, executors
and administrators of such a person.
9.7 Insurance. The corporation may purchase and maintain insurance on
behalf of any person who is or was a Director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation
as a Director, officer, partner, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would
have the power to indemnify him against such liability under the provisions
of this Article Nine.
9.8 Notification to Shareholders of Indemnification. If any expenses or
other amounts are paid by way of indemnification, otherwise than by court
order or action by the shareholders or by an insurance carrier pursuant to
insurance maintained by the corporation, the corporation shall, not later
than the next annual meeting of shareholders unless such meeting is held
within three months from the date of such payment, and, in any event,
within I5 months from the date of such payment, send by first class mail to
its shareholders of record at the time entitled to vote for the election of
Directors a statement specifying the persons paid, the amounts paid, and
the nature and status at the time of such payment of the litigation or
threatened litigation.
ARTICLE TEN
NOTICES; WAIVERS OF NOTICE
10.1 Notices. Except as otherwise specifically provided in these by-
laws, whenever under the provisions of these by-laws notice is required to
be given to any shareholder, Director or officer, it shall not be construed
to mean personal notice, but such notice may be given by personal notice or
by cable or telegraph, or by mail by depositing the same in the post office
or letter box in a postpaid sealed wrapper, addressed to such shareholder,
officer or Director at such address as appears on the books of the
corporation, and such notice shall be deemed to be given at the time when
the same shall be thus sent or mailed.
10.2 Waivers of Notice. Except as otherwise provided in these by-laws,
when any notice whatever is required to be given by law, by the certificate
of incorporation or by these by-laws, a written waiver thereof, signed by
the person entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice. In the case of a
shareholder, such waiver of notice may be signed by the shareholder's
attorney or proxy duly appointed in writing.
ARTICLE ELEVEN
EMERGENCY POWERS
11.1 By-Laws. The Board of Directors may adopt emergency by-laws,
subject to repeal or change by action of the shareholders, which shall,
notwithstanding any provision of law, the certificate of incorporation or
these by-laws, be operative during any emergency in the conduct of the
business of the corporation resulting from an attack on the United States
or on a locality in which the corporation conducts its business or
customarily holds meetings of its Board of Directors or its shareholders,
or during any nuclear or atomic disaster, or during the existence of any
catastrophe, or other similar emergency condition, as a result of which a
quorum of the Board of Directors or a standing committee thereof cannot
readily be convened for action. The emergency by-laws may make any
provision that may be practical and necessary for the circumstances of the
emergency.
11.2 Lines of Succession. The Board of Directors, either before or
during any such emergency, may provide, and from time to time modify, lines
of succession in the event that during such an emergency any or all
officers or agents of the corporation shall for any reason be rendered
incapable of discharging their duties.
11.3 Head Office. The Board of Directors, either before or during any
such emergency, may effective in the emergency, change the head office or
designate several alternative head offices or regional offices, or
authorize the officers to do so.
11.4 Period of Effectiveness. To the extent not inconsistent with any
emergency by-laws so adopted, these by-laws shall remain in effect during
any such emergency and upon its termination the emergency by-laws shall
cease to be operative.
11.5 Notices. Unless otherwise provided in emergency by-laws, notice of
any meeting of the Board of Directors during any such emergency may be
given only to such of the Directors as it may be feasible to reach at the
time, and by such means as may be feasible at the time, including
publication, radio or television.
11.6 Officers as Directors Pro Tempore. To the extent required to
constitute a quorum at any meeting of the Board of Directors during any
such emergency, the officers of the corporation who are present shall,
unless otherwise provided in emergency by-laws, be deemed, in order of rank
and within the same rank in order of seniority, Directors for such meeting,
provided, that the emergency by-laws may declare that the Director or
Directors in attendance at a meeting shall constitute a quorum.
11.7 Liability of Officers, Directors and Agents. No officer, Director,
agent or employee acting in accordance with any emergency by-laws shall be
liable except for willful misconduct. No officer, Director, agent or
employee shall be liable for any action taken by him in good faith in such
an emergency in furtherance of the ordinary business affairs of the
corporation even though not authorized by the by-laws then in effect.
ARTICLE TWELVE
CONTRACTS; CHECKS
12.1 Contracts. The Board of Directors may authorize any officer,
employee or agent to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.
12.2 Checks. Checks, notes, drafts, acceptances, bills of exchange and
other orders or obligations for the payment of money shall be signed by
such officer or officers or person or persons as the Board of Directors by
resolution shall from time to time designate.
ARTICLE THIRTEEN
DIVIDENDS AND DISTRIBUTIONS
The Board of Directors may declare dividends on its outstanding shares
out of either (I) the surplus of the corporation, as defined in and
computed in accordance with Sections 154 and 244 of the General Corporation
Law of Delaware, or (2] in case there shall be no such surplus, out of its
net profits for the fiscal year in which the dividend is declared and/or
the preceding fiscal year. Dividends may be declared and paid in cash,
property, or treasury shares of the corporation or may be paid in
authorized but unissued shares of the corporation. If a dividend is paid
in authorized but unissued shares of the corporation, the Board of
Directors shall, by resolution, direct that there be designated as capital
in respect of such shares an amount which is not less than the aggregate
par value of par value shares being declared as a dividend and, in the case
of shares without par value being declared as a dividend, such amount shall
be determined by the Board of Directors. No such designation as capital
shall be necessary if shares are being distributed by the corporation
pursuant to a split-up or division of its stock rather than as payment of a
dividend declared payable in stock of the corporation.
ARTICLE FOURTEEN
AMENDMENTS
The by-laws of the corporation may be altered or amended and new by-laws
may be adopted by the shareholders at any annual or special meeting of the
shareholders or by the Board of Directors at any regular or special meeting
of the Board of Directors; provided, however, that, if such action is to be
taken at a meeting of the shareholders, notice of the general nature of the
proposed change in the by-laws shall be given in the notice of meeting.
The shareholders may provide by resolution that any by-law provision
repealed, amended, adopted, or altered by them may not be repealed,
amended, adopted, or altered by the Board of Directors. Action by the
shareholders with respect to by-laws shall be taken by an affirmative vote
of a majority of all shares entitled to elect Directors, and action by the
Board of Directors with respect to by-laws shall be taken by an affirmative
vote of a majority of all Directors then holding office.
FIRST AMENDMENT TO THE BYLAWS
OF NICHOLS RESEARCH CORPORATION
Pursuant to Article Fourteen of the Bylaws of Nichols Research
Corporation (the "Bylaws"), the Bylaws of Nichols Research Corporation (the
"Company") are hereby amended effective November 15, 1990, as follows:
1. The first sentence of Section 2.7 of the Bylaws is hereby deleted
in its entirety and the following new sentence is substituted in its place:
At every meeting of shareholders, the Chairman of the Board, or
in the absence of the Chairman or if there is none, the Vice Chairman
of the Board or if there is none, the Chief Executive Officer, or in
his absence the President, or in his absence a Vice President or, if
none be present, the appointee of the presiding officer of the
meeting, shall preside.
2. The first sentence of Section 3.6 of the Bylaws is hereby deleted
in its entirety and the following new sentence is substituted in its place:
Any Director may resign at any time either orally at any meeting
of the Board of Directors or by so advising the Chairman of the Board,
if any, the Vice Chairman of the Board, if any, the Chief Executive
Officer or the President or by giving written notice to the
corporation.
3. Section 3.8 of the Bylaws is hereby deleted in its entirety and
the following new Section is substituted in its place:
3.8 CHAIRMAN OF THE BOARD; VICE CHAIRMAN OF THE BOARD. The
Board of Directors may elect from its members a Chairman of the Board
of Directors. In the absence of an agreement to the contrary, the
Chairman of the Board of Directors shall preside at every meeting of
the shareholders and at every meeting of the Directors.
The Board of Directors may elect from its members a Vice Chairman
of the Board of Directors. The Vice Chairman of the Board shall serve
in the absence of the Chairman of the Board.
4. The first sentence of Section 4.1(c) of the Bylaws is hereby
deleted in its entirety and the following new sentence is substituted in
its place:
The Executive Committee shall meet from time to time on the call
of the Chairman of the Board, the Vice Chairman of the Board, the
Chief Executive Officer, or the President or of any two or more
members of the Executive Committee.
5. The first sentence of Section 5.3 of the Bylaws is hereby deleted
in its entirety and the following new sentence is substituted in its place:
Special meetings of the Board of Directors may be called by the
Chairman of the Board, the Vice Chairman of the Board, the Chief
Executive Officer, or the President on not less than two days' written
notice by mail, telegram or cablegram, or by personal delivery to each
Director and shall be called by the Chairman of the Board, the Vice
Chairman of the Board, the Chief Executive Officer, the President or
the Secretary in a like manner and on like notice on the written
request of any two or more Directors.
In all other respects the Bylaws shall remain in full force and effect
according to their terms and provisions.
IN WITNESS WHEREOF, the undersigned hereby certifies that the
foregoing First Amendment to the Bylaws of Nichols Research Corporation was
duly adopted by the Board of Directors on November 15, 1990.
/s/ Patsy L. Hattox
-------------------------------------------
Secretary
SECOND AMENDMENT TO THE BYLAWS
OF NICHOLS RESEARCH CORPORATION
Pursuant to Article Fourteen of the Bylaws of Nichols Research
Corporation (the "Bylaws"), the Bylaws of Nichols Research Corporation (the
"Company") are hereby amended effective September 15, 1993, as follows:
The first sentence of Section 3.2 is hereby deleted in its entirety
and the following new sentence is substituted in its place:
The Board of Directors shall consist of not less than five
(5) and not more than eleven (11) members, the precise number to
be fixed by resolution of the Board of Directors from time to
time.
In all other respects the Bylaws shall remain in full force and effect
according to their terms and provisions.
IN WITNESS WHEREOF, the undersigned hereby certifies that the
foregoing Second Amendment to the Bylaws of Nichols Research Corporation
was duly adopted by the Board of Directors on September 15, 1993.
/s/ Patsy L. Hattox
-------------------------------------------
Secretary
THIRD AMENDMENT TO THE BYLAWS
OF NICHOLS RESEARCH CORPORATION
Pursuant to Article Fourteen of the Bylaws of Nichols Research
Corporation (the "Bylaws"), the Bylaws of Nichols Research Corporation (the
"Company") are hereby amended effective August 24, 1995, as follows:
1. The following new Section 3.9 is hereby added to the Bylaws:
3.9 MANDATORY RETIREMENT. Upon the attainment of age 70, a
director shall retire from the Board of Directors and shall
thereafter cease to be qualified to serve as a director of the
corporation. A vacancy shall be deemed to exist at the time a
director attains the age of 70, and the Board of Directors or the
shareholders may, then or thereafter, elect a successor to take
office upon such retirement and until the term of the retired
director would have ended, but for said retirement.
In all other respects, the Bylaws shall remain in full force and
affect according to their terms and provisions.
IN WITNESS WHEREOF, the undersigned hereby certifies that the
foregoing Third Amendment to the Bylaws of Nichols Research Corporation was
duly adopted by the Board of Directors on August 24, 1995.
/s/ Patsy L. Hattox
-------------------------------------------
Secretary
FOURTH AMENDMENT TO THE BY-LAWS
OF NICHOLS RESEARCH CORPORATION
Pursuant to Article Fourteen of the By-laws of
Nichols Research Corporation (the "By-laws") of Nichols
Research Corporation (the "Company") are hereby amended
effective January 11, 1996, as follows.
The first sentence of Section 3.2 is hereby deleted
in its entirety and the following new sentence is
substituted in its place:
The Board of Directors shall consist of not
less than five (5) and not more than twelve (12)
members, the precise number to be fixed by
resolution of the Board of Directors from time
to time.
In all other respects, the By-laws shall remain in full
force and effect according to their terms and provisions.
IN WITNESS WHEREOF, the undersigned hereby certifies
that the foregoing Fourth Amendment to the By-laws of
Nichols Research Corporation was duly adopted by the Board
of Directors on January 11, 1996.
/s/ Patsy L. Hattox
----------------------
Secretary
FIFTH AMENDMENT TO THE BYLAWS
OF NICHOLS RESEARCH CORPORATION
Pursuant to Article Fourteen of the Bylaws of Nichols
Research Corporation, the Bylaws of Nichols Research Corporation
are hereby amended effective May 15, 1997, as follows:
Sections 6.1, 6.2 and 6.3 of Article Six of the Bylaws are
hereby deleted in their entirety and the following new Sections
6.1, 6.2 and 6.3 of Article Six are substituted in their place:
ARTICLE SIX
OFFICERS, AGENTS AND EMPLOYEES
6.1 General Provisions. The officers of the
corporation shall be the Chairman of the Board of
Directors (the "Chairman"), if a full-time employee of
the corporation, a Chief Executive Officer, a
President, a Secretary, and a Treasurer, one or more
Executive Vice Presidents, Senior Vice Presidents and
Vice Presidents, one or more Assistant Secretaries, and
one or more Assistant Treasurers. The officers shall be
elected by the Board of Directors at the first meeting
of the Board of Directors after the annual meeting of
the shareholders in each year or shall be appointed as
provided in these by-laws. The executive officers of
the corporation shall consist of the Chairman (if a
full-time employee of the corporation), Chief Executive
Officer, President, all Executive Vice Presidents, all
Senior Vice Presidents, Secretary and Treasurer. The
Board of Directors may elect other officers, agents and
employees, who shall have such authority and perform
such duties as may be prescribed by the Board of
Directors. All officers shall hold office until the
meeting of the Board of Directors following the next
annual meeting of the shareholders after their election
or appointment and until their successors shall have
been elected or appointed and shall have qualified.
Any two or more offices may be held by the same person.
Any officer, agent or employee of the corporation may
be removed by the Board of Directors whenever in its
judgment the best interests of the corporation will be
served thereby. Such removal shall be without
prejudice to such person's contract rights, if any, but
the election or appointment of any person as an
officer, agent or employee of the corporation shall not
of itself create contract rights. The compensation of
officers, agents, and employees elected by the Board of
Directors shall be fixed by the Board of Directors, but
this power may be delegated to any officer, agent or
employee as to persons under his direction or control.
The Board of Directors may require any officer, agent
or employee to give security for the faithful
performance of his duties.
6.2 Powers and Duties of the Chairman, Chief Executive
Officer and President. The powers and duties of the
Chairman, Chief Executive Officer and President,
subject to the supervision and control of the Board of
Directors, shall be those usually appertaining to their
respective offices and whatever other powers and duties
are prescribed by these by-laws or by the Board of
Directors.
(a) The Chairman, if a full-time employee of
the corporation, shall be the highest executive officer
of the corporation and shall have responsibility for
the management of the business of the corporation,
including responsibility for overall corporate
leadership, direction and strategy, and execution of
all orders and resolutions adopted by the Board of
Directors. The Chairman shall have authority on behalf
of the corporation to execute conveyances, contracts
and other documents.
(b) If the Chairman is a full-time employee
of the corporation, the Chief Executive Officer of the
corporation shall be the second highest executive
officer of the corporation and shall report to the
Chairman. If the Chairman is not a full-time employee
of the corporation, the Chief Executive officer of the
corporation shall be the highest executive officer of
the corporation. The Chief Executive Officer shall
have responsibility for the day-to-day management and
operation of the corporation, including responsibility
for execution of all orders and resolutions adopted by
the Board of Directors. The Chief Executive Officer
shall have authority on behalf of the corporation to
execute conveyances, contracts and other documents.
(c) If the Chairman is a full-time employee
of the corporation, the President shall be the third
highest executive officer of the corporation. If the
Chairman is not a full-time employee of the
corporation, the President shall be the second highest
executive officer of the corporation. The President
shall report to the Chief Executive Officer of the
corporation. The President shall have such
responsibilities for the management of the business of
the corporation as may be assigned to him by the Chief
Executive Officer or the Board of Directors. The
President shall have the authority to execute on behalf
of the corporation conveyances, contracts and other
documents.
6.3 Powers and Duties of Executive Vice
Presidents, Senior Vice Presidents and Vice Presidents.
Each Executive Vice President, Senior Vice President
and Vice President shall have such powers and perform
such duties as the Board of Directors, the Chairman (if
a full-time employee of the corporation), Chief
Executive Officer or the President may prescribe and
shall perform such other duties as may be prescribed by
these by-laws. In the absence or inability to act of
the Chief Executive Officer or President, unless the
Board of Directors shall otherwise provide, the
Executive Vice President who has served in that
capacity for the longest time and who shall be present
and able to act, shall perform all duties and may
exercise any of the powers of the Chief Executive
Officer. The performance of any such duty by an
Executive Vice President, Senior Vice President or Vice
President shall be conclusive evidence of his power to
act, without limiting the generality of the foregoing,
an Executive Vice President appointed by the Board of
Directors shall be designated as the Executive Vice
President for a major operation or division of the
corporation and as such shall have responsibility and
authority to conduct the business of such operation or
division. Each Executive Vice President shall report
to the Chief Executive Officer and the President and
shall have such other duties as may be assigned to him
by the Board of Directors. Each Executive Vice
President shall have the authority to execute on behalf
of the corporation all conveyances, contracts and other
documents which pertain to the operation or division of
the corporation for which he has responsibility.
In all other respects the Bylaws shall remain in full force
and effect according to their terms and provisions.
IN WITNESS WHEREOF, the undersigned hereby certifies that
the foregoing Fifth Amendment to the Bylaws of Nichols Research
Corporation was duly adopted by the Board of Directors on May 15,
1997.
/s/ Patsy L. Hattox
-----------------------
Secretary