BY-LAWS
OF
ORBITAL SCIENCES CORPORATION
ARTICLE I
LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS
Section 1.1 These by-laws are subject to the certificate
of incorporation of the corporation. In these by-laws,
references to law, the certificate of incorporation and by-laws
mean the law, the provisions of the certificate of incorporation
and the by-laws as from time to time are in effect.
ARTICLE II
STOCKHOLDERS
Section 2.1 Annual Meeting. The annual meeting of
stockholders shall be held on such date and time as shall be
designated from time to time by the board of directors and stated
in the notice of the meeting, at which meeting the stockholders
shall elect a board of directors and transact such other business
as may be required by law or these by-laws or as may properly
come before the meeting.
Section 2.2 Special Meeting. A special meeting of the
stockholders may be called at any time by the chairman, if any,
or the president. A special meeting of the stockholders shall be
called by the secretary, or in the case of the death, absence,
incapacity or refusal of the secretary, by an assistant secretary
or some other officer, upon application of a majority of the
directors, which application shall state the purpose or purposes
of the meeting. Any call for a meeting shall state the place,
date, hour, and purposes of the meeting.
Section 2.3 Place of Meeting. A meeting of the stock
holders for the election of directors or for any other purpose
shall be held at such place within or without the State of
Delaware as may be determined from time to time by the chairman,
if any, the president or the board of directors. Any adjourned
session of any meeting of the stockholders shall be held at the
place of the adjourned session or at such other place as may be
designated in the vote of adjournment.
Section 2.4 Notice of Meetings. Except as otherwise
provided by law, a written notice of each meeting of stockholders
stating the place, day and hour thereof and, in the case of a
special meeting, the purposes for which the meeting is called,
shall be given not less than ten nor more than sixty days before
the meeting, to each stockholder entitled to vote thereat, by
leaving such notice with him or at his residence or usual place
of business, or by depositing it in the United States mail,
postage prepaid, and addressed to such stockholder at his address
as it appears in the records of the corporation. Such notice
shall be given by the secretary or by a person designated by the
board of directors, or in the case of a special meeting by the
officer calling the meeting. Notice of an adjourned meeting of
stockholders need not be given if the time and place thereof are
announced at the meeting at which the adjournment was taken,
except that if the adjournment is for more than thirty days or if
after the adjournment a new record date is set for the adjourned
meeting, notice of any such adjourned meeting shall be given in
the manner heretofore described. No notice of any meeting of
stockholders or any adjourned session thereof need be given to a
stockholder if a written waiver of notice, executed before or
after the meeting or such adjourned session by such stockholder,
is filed with the records of the meeting or if the stockholder
attends such meeting without objecting at the beginning of the
meeting to the transaction of any business because the meeting is
not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any meeting of the stock
holders or any adjourned session thereof need be specified in any
written waiver of notice.
Section 2.5 Quorum of Stockholders. At any meeting of
the stockholders a quorum as to any matter shall consist of a
majority of the votes entitled to be cast on the matter, except
where a larger quorum is required by law, by the certificate of
incorporation or by these by-laws. Any meeting may be adjourned
from time to time by a majority of the votes properly cast upon
the question whether or not a quorum is present. If a quorum is
present at an original meeting, a quorum need not be present at
an adjourned session of that meeting. Shares of its own stock
belonging to the corporation or to another corporation, if a
majority of the shares entitled to vote in the election of
directors of such other corporation is held, directly or
indirectly, by the corporation, shall neither be entitled to vote
nor be counted for quorum purposes; provided, however, that the
foregoing shall not limit the right of any corporation to vote
stock, including but not limited to its own stock, held by it in
a fiduciary capacity.
Section 2.6 Action by Vote. When a quorum is present at
any meeting, a plurality of the votes properly cast for election
to any office shall elect to such office and a majority of the
votes properly cast upon any question other than an election to
an office shall decide the question, except when a larger vote is
required by law, by the certificate of incorporation or by these
by-laws. No ballot shall be required for any election unless
requested by a stockholder present or represented at the meeting
and entitled to vote in the election.
Section 2.7 Pre-Meeting Notification. A stockholder may
propose to discuss business, or to introduce a resolution for
vote, at a meeting of stockholders, provided that the nature of
any such business, and the wording of any such resolution, is
delivered in writing to the secretary at least thirty days prior
to the date of such meeting. In the event such business or
resolution concerns the nomination for election as a director of
a person not nominated by the corporation, the information so
delivered to the secretary shall include the name, age, address,
employment history for the past ten years, and stock ownership in
the corporation of such person, together with any other
information that may be required by law.
Section 2.8 Proxy Representation. Every stockholder may
authorize another person or persons to act for him by proxy in
all matters in which a stockholder is entitled to participate,
whether by waiving notice of any meeting of the stockholders,
objecting to or voting or participating at a meeting, or
expressing consent or dissent without a meeting. Every proxy
must be signed by the stockholder or by his attorney-in-fact. No
proxy shall be voted or acted upon after three years from its
date unless such proxy provides for a longer period. A duly
executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A
proxy may be made irrevocable regardless of whether the interest
with which it is coupled is an interest in the stock itself or an
interest in the corporation generally. The authorization of a
proxy may but need not be limited to specified action; provided,
however, that if a proxy limits its authorization to a meeting or
meetings of stockholders, unless otherwise specifically provided
such proxy shall entitle the holder thereof to vote at any
adjourned session but shall not be valid after the final
adjournment thereof.
Section 2.9 Inspectors. The board of directors or the
person presiding at a meeting of the stockholders may, but need
not, appoint one or more inspectors of election and any
substitute inspectors to act at the meeting or any adjourned
session thereof. Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath faithfully
to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock
outstanding and the voting power of each, the shares of stock
represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive votes, ballots
or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate
all votes, ballots or consents, determine the result, and do such
acts as are proper to conduct the election or vote with fairness
to all stockholders. At the request of the person presiding at
the meeting, the inspectors shall make a report in writing on any
challenge, question or matter determined by them and execute a
certificate of any fact found by them.
Section 2.10 List of Stockholders. The secretary shall
prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to
vote at such meeting, arranged in alphabetical order and showing
the address of each stockholder and the number of shares
registered in his name. The stock ledger shall be the only
evidence as to who are stockholders entitled to examine such list
or to vote in person or by proxy at such meeting.
ARTICLE III
BOARD OF DIRECTORS
Section 3.1 Number. The number of directors constituting
the whole board shall not be less than one nor more than fifteen.
Within the foregoing limits, the stockholders at the annual
meeting shall determine the number of directors and shall elect
the number of directors as determined. Within the foregoing
limits, the number of directors may be increased or decreased at
any time or from time to time by the stockholders or by the
directors by vote of a majority of the directors then in office,
provided that the number may be so decreased only to eliminate
vacancies existing by reason of the death, resignation or removal
of one or more directors.
Section 3.2 Tenure. Except as otherwise provided by law,
the certificate of incorporation or these by-laws, each director
shall hold office until the next annual meeting and until his
successor is elected and qualified, or until he earlier dies,
resigns, is removed or becomes disqualified.
Section 3.3 Powers. The business and affairs of the
corporation shall be managed by or under the direction of the
board of directors which shall have and may exercise all the
powers of the corporation and do all such lawful acts and things
as are not by law, the certificate of incorporation or these
by-laws directed or required to be exercised or done by the
stockholders.
Section 3.4 Vacancies. Vacancies and any newly created
directorships resulting from any increase in the number of
directors may be filled by vote of the stockholders at a meeting
called for that purpose, or by a majority of the directors then
in office, although less than a quorum, or by a sole remaining
director. When one or more directors shall resign from the
board, effective at a future date, a majority of the directors
then in office, including those who have so tendered their
resignations, shall have power to fill such vacancy or vacancies,
the vote or action thereon to take effect when such resignation
or resignations shall become effective. The directors shall have
and may exercise all their powers notwithstanding the existence
of one or more vacancies, subject to any requirements of law, the
certificate of incorporation or these by-laws as to the number of
directors required for a quorum or for any vote or other action.
Section 3.5 Committees. The board of directors may, by
vote of a majority of the whole board, (a) designate, change the
membership of or terminate the existence of any committee or
committees, each committee to consist of one or more of the
directors; (b) designate one or more directors as alternate
members of any such committee who may replace any absent or
disqualified member at any meeting of the committee; and (c)
determine the extent to which each such committee shall have and
may exercise the powers of the board of directors in the
management of the business and affairs of the corporation,
including the power to authorize the seal of the corporation to
be affixed to all papers which require it and the power and
authority to declare dividends or to authorize the issuance of
stock; excepting, however, such powers which by law, the
certificate of incorporation or these by-laws it is prohibited
from so delegating. In the absence or disqualification of any
member of such committee and his alternate, if any, the member or
members thereof present at any meeting and not disqualified from
voting, whether or not constituting a quorum, may unanimously
appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member.
Except as the board of directors may otherwise determine, any
committee may make rules for the conduct of its business, but
unless otherwise provided by the board or such rules, its
business shall be conducted as nearly as may be in the same
manner as is provided by these by-laws for the conduct of
business by the board of directors. Each committee shall keep
regular minutes of its meetings and report the same to the board
of directors upon request.
Section 3.6 Regular Meetings. Regular meetings of the
board of directors may be held without call or notice at such
places within or without the State of Delaware and at such times
as the board may from time to time determine, provided that
notice of the first regular meeting following any such
determination shall be given to absent directors. A regular
meeting of the directors may be held without call or notice
immediately after and at the same place as the annual meeting of
stockholders.
Section 3.7 Special Meetings. Special meetings of the
board of directors may be held at any time and at any place
within or without the State of Delaware designated in the notice
of the meeting, when called by the chairman of the board, if any,
the president, or by one-third or more in number of the
directors, reasonable notice thereof being given to each director
by the secretary or by the chairman of the board, if any, the
president or any one of the directors calling the meeting.
Section 3.8 Notice. It shall be reasonable and
sufficient notice to a director to send notice by mail at least
forty-eight hours or by telegram at least twenty-four hours
before the meeting addressed to him at his usual or last known
business or residence address or to give notice to him in person
or by telephone at least twenty-four hours before the meeting.
Notice of a meeting need not be given to any director if a
written waiver of notice, executed by him before or after the
meeting, is filed with the records of the meeting, or to any
director who attends the meeting without protesting prior thereto
or at its commencement the lack of notice to him. Neither notice
of a meeting nor a waiver of a notice need specify the purposes
of the meeting.
Section 3.9 Quorum. Except as may be otherwise provided
by law, the certificate of incorporation or these by-laws, at any
meeting of the directors a majority of the directors then in
office shall constitute a quorum; a quorum shall not in any case
be less than one-third of the total number of directors
constituting the whole board. Any meeting may be adjourned from
time to time by a majority of the votes cast upon the question,
whether or not a quorum is present, and the meeting may be held
as adjourned without further notice.
Section 3.10 Action by Vote. Except as may be otherwise
provided by law, the certificate of incorporation or these by
laws, when a quorum is present at any meeting the vote of a
majority of the directors present shall be the act of the board
of directors.
Section 3.11 Action Without a Meeting. Any action
required or permitted to be taken at any meeting of the board of
directors or a committee thereof may be taken without a meeting
if all the members of the board or of such committee consent
thereto in writing, and such writing or writings are filed with
the records of the meetings of the board or of such committee.
Such consent shall be treated for all purposes as the act of the
board or of such committee.
Section 3.12 Participation in Meetings by Conference
Telephone. Members of the board of directors, or any committee
designated by the board, may participate in a meeting of the
board or such committee by means of conference telephone or
similar communications equipment whereby all persons partici
pating in the meeting can hear each other, or by any other means
permitted by law. Such participation shall constitute presence
in person at such meeting.
Section 3.13 Compensation. In the discretion of the board
of directors, each director may be paid such fees for his
services as director and be reimbursed for his reasonable
expenses incurred in the performance of his duties as director as
the board of directors from time to time may determine. Nothing
contained in this section shall be construed to preclude any
director from serving the corporation in any other capacity and
receiving reasonable compensation therefor.
Section 3.14 Interested Directors and Officers.
(a) No contract or transaction between the corporation and
one or more of its directors or officers, or between the
corporation and any other corporation, partnership, association,
or other organization in which one or more of the corporation's
directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely of this
reason, or solely because the director or officer is present at
or participates in the meeting of the board or committee thereof
which authorizes the contract or transaction, or solely because
his or their votes are counted for such purpose, if:
(1) The material facts as to his relationship or
interest and as to the contract or transaction are disclosed or
are known to the board of directors or the committee, and the
board or committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors
be less than a quorum; or
(2) The material facts as to his relationship or
interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon and the
contract or transaction is specifically approved in good faith by
vote of the stockholders; 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, a committee thereof, or the
stockholders.
(b) Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the board of
directors or of a committee which authorizes such a contract or
transaction.
ARTICLE IV
OFFICERS AND AGENTS
Section 4.1 Enumeration; Qualification. The officers of
the corporation shall be a president, a treasurer, a secretary
and such other officers, if any, as the board of directors from
time to time may in its discretion elect or appoint, including
without limitation a chairman of the board, one or more vice
presidents and a controller. The corporation may also have such
agents, if any, as the board of directors from time to time may
in its discretion choose. Any officer may be but none need be a
director or stockholder. Any two or more offices may be held by
the same person. Any officer may be required by the board of
directors to secure the faithful performance of his duties to the
corporation by giving bond in such amount and with sureties or
otherwise as the board of directors may determine.
Section 4.2 Powers. Subject to law, the certificate of
incorporation and the other provisions of these by-laws, each
officer shall have, in addition to the duties and powers herein
set forth, such duties and powers as are commonly incident to his
office and such additional duties and powers as the board of
directors may from time to time designate.
Section 4.3 Election. The officers may be elected by the
board of directors at their first meeting following the annual
meeting of the stockholders or at any other time. At any time or
from time to time the directors may delegate to any officer their
power to elect or appoint any other officer or any agents.
Section 4.4 Tenure. Each officer shall hold office until
the first meeting of the board of directors following the next
annual meeting of the stockholders and until his respective
successor is chosen and qualified unless a shorter period shall
have been specified by the terms of his election or appointment,
or in each case until he earlier dies, resigns, is removed or
becomes disqualified. Each agent shall retain his authority at
the pleasure of the directors, or the officer by whom he was
appointed or by the officer who then holds agent appointive
power.
Section 4.5 Chairman of the Board of Directors, President
and Vice Presidents. The chairman of the board, if any, shall
have such duties and powers as shall be designated from time to
time by the board of directors. Unless the board of directors
otherwise specifies, the chairman of the board, or if there is
none the chief executive officer, shall preside, or designate the
person who shall preside, at all meetings of the stockholders and
of the board of directors.
Unless the board of directors otherwise specifies, the
president shall be the chief executive officer and shall have
direct charge of all business operations of the corporation and,
subject to the control of the directors, shall have general
charge and supervision of the business of the corporation.
Any vice presidents shall have such duties and powers as
shall be set forth in these by-laws or as shall be designated
from time to time by the board of directors or by the president.
Section 4.6 Treasurer and Assistant Treasurers. The
treasurer shall be in charge of the corporation's funds and
valuable papers, and shall have such other duties and powers as
may be designated from time to time by the board of directors or
by the president. If no controller is elected, the treasurer
shall also have the duties and powers of the controller.
[Amended July 27, 1995.]
Any assistant treasurer shall have such duties and
powers as shall be designated from time to time by the board of
directors, the president or the treasurer.
Section 4.7 Controller and Assistant Controllers. If a
controller is elected, the controller shall be the chief
accounting officer of the corporation and shall be in charge of
its books of account and accounting records, and of its
accounting procedures. The controller shall have such other
duties and powers as may be designated from time to time by the
board of directors, the president or the treasurer.
Any assistant controllers shall have such duties and powers
as shall be designated from time to time by the board of
directors, the president, the treasurer or the controller.
Section 4.8 Secretary and Assistant Secretaries. The
secretary shall record all proceedings of the stockholders, of
the board of directors and of committees of the board of
directors in a book or series of books to be kept therefor and
shall file therein all actions by written consent of stockholders
or directors. In the absence of the secretary from any meeting,
an assistant secretary, or if there be none or he is absent, a
temporary secretary chosen at the meeting, shall record the
proceedings thereof. Unless a transfer agent has been appointed
the secretary shall keep or cause to be kept the stock and
transfer records of the corporation, which shall contain the
names and record addresses of all stockholders and the number of
shares registered in the name of each stockholder. The secretary
shall have such other duties and powers as may from time to time
be designated by the board of directors or the president.
Any assistant secretaries shall have such duties and powers
as shall be designated from time to time by the board of
directors, the president or the secretary.
ARTICLE V
RESIGNATIONS AND REMOVALS
Section 5.1 Any director or officer may resign at any
time by delivering his resignation in writing to the chairman of
the board, if any, the president, or the secretary or to a
meeting of the board of directors. Such resignation shall be
effective upon receipt unless specified to be effective at some
other time, and without in either case the necessity of its being
accepted unless the resignation shall so state. A director
(including a person elected by directors to fill a vacancy on the
board) may be removed from office with or without cause by the
vote of the holders of a majority of the shares issued and
outstanding and entitled to vote in the election of directors.
The board of directors may at any time remove any officer either
with or without cause, and may at any time terminate or modify
the authority of any agent. No director or officer resigning and
(except where a right to receive compensation shall be expressly
provided in a duly authorized written agreement with the
corporation) no director or officer removed shall have any right
to any compensation as such director or officer for any period
following his resignation or removal, or any right to damages on
account of such removal, whether his compensation be by the month
or by the year or otherwise; unless, in the case of a
resignation, the directors, or, in the case of removal, the body
acting on the removal, shall in their or its discretion provide
for compensation.
ARTICLE VI
VACANCIES
Section 6.1 If the office of the president or the
treasurer or the secretary becomes vacant, the directors may
elect a successor by vote of a majority of the directors then in
office. If the office of any other officer becomes vacant, any
person or body empowered to elect or appoint that officer may
choose a successor. Each such successor shall hold office for
the unexpired term, and in the case of the president, the
treasurer and the secretary until his successor is chosen and
qualified or in each case until he earlier dies, resigns, is
removed or becomes disqualified. Any vacancy of a directorship
shall be filled as specified in Section 3.4 of these by-laws.
ARTICLE VII
CAPITAL STOCK
Section 7.1 Stock Certificates. Each stockholder shall
be entitled to a certificate stating the number and the class and
the designation of the series, if any, of the shares held by him,
in such form as shall, in conformity to law, the certificate of
incorporation and the by-laws, be prescribed from time to time by
the board of directors. Such certificate shall be signed by the
chairman of the board, if any, or the president or a vice
president and by the treasurer or an assistant treasurer or by
the secretary or an assistant secretary. Any or all of the
signatures on the certificate may be a facsimile. In case an
officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed on such 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 were such officer,
transfer agent, or registrar at the time of its issue.
Section 7.2 Loss of Certificates. In case of the alleged
theft, loss, destruction or mutilation of a certificate of stock,
a duplicate certificate may be issued in place thereof, upon such
terms, including receipt of a bond sufficient to indemnify the
corporation against any claim on account thereof, as the board of
directors may prescribe.
ARTICLE VIII
TRANSFER OF SHARES OF STOCK
Section 8.1 Transfer on Books. Subject to the
restrictions, if any, stated or noted on the stock certificate,
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 therefor properly endorsed or
accompanied by a written assignment and power of attorney
properly executed, with necessary transfer stamps affixed, and
with such proof of the authenticity of signature as the board of
directors or the transfer agent of the corporation may reasonably
require. Except as may be otherwise required by law, the
certificate of incorporation or these by-laws, 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 receive notice and to
vote or to give any consent with respect thereto and to be held
liable for such calls and assessments, if any, as may lawfully be
made thereon, regardless of any transfer, pledge or other
disposition of such stock until the shares have been properly
transferred on the books of the corporation.
It shall be the duty of each stockholder to notify the
corporation of his post office address.
Section 8.2 Record Date and Closing Transfer Books. In
order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance,
a record date, which shall not be more than sixty nor less than
ten days (or such longer period as may be required by law) before
the date of such meeting, nor more than sixty days prior to any
other action.
If no record date is fixed:
(a) The record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at
the close of business on the day next preceding the day on which
notice is given, or, if notice is waived, at the close of
business on the day next preceding the day on which the meeting
is held.
(b) The record date for determining stockholders entitled
to express consent to corporate action in writing without a
meeting, when no prior action by the board of directors is
necessary, shall be the day on which the first written consent is
expressed.
(c) The record date for determining stockholders for any
other purpose shall be at the close of business on the day on
which the board of directors adopts the resolution relating
thereto.
A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the board of
directors may fix a new record date for the adjourned meeting.
ARTICLE XI
CORPORATE SEAL
Section 9.1 Subject to alteration by the directors, the
seal of the corporation shall consist of a flat-faced circular
die with the word "Delaware" and the name of the corporation cut
or engraved thereon, together with such other words, dates or
images as may be approved from time to time by the directors.
ARTICLE X
EXECUTION OF PAPERS
Section 10.1 Except as the board of directors may
generally or in particular cases authorize the execution thereof
in some other manner, all deeds, leases, transfers, contracts,
bonds, notes, checks, drafts or other obligations made, accepted
or endorsed by the corporation shall be signed by the chairman of
the board, if any, the president, a vice president or the
treasurer.
ARTICLE XI
FISCAL YEAR
Section 11.1 The fiscal year of the corporation shall end
on the 31st day of December of each year.
ARTICLE XII
AMENDMENTS
Section 12.1 These by-laws may be adopted, amended or
repealed by vote of a majority of the directors then in office or
by vote of a majority of the stock then outstanding and entitled
to vote. Any by-law, whether adopted, amended or repealed by the
stockholders or directors, may be amended or reinstated by the
stockholders or directors.