ARTICLES OF INCORPORATION
OF
EER SYSTEMS CORPORATION
We hereby associate to form a stock corporation under the provisions of
Chapter 1 of Title 13.1 of the Code of Virginia and to that end set forth the
following:
1. The name of the corporation is EER Systems Corporation.
2. The corporation is organized:
a. To engage in any lawful act or activity for which
corporations may be organized in the Commonwealth of Virginia.
b. In addition, the corporation shall have the power to enter
into partnership agreements with other corporations and individuals, and also to
carry on business of any character whatsoever that is not prohibited by law or
required to be stated in these Articles.
3. The aggregate number of shares which the corporation shall
have the authority to issue and the par value per share are as follows:
CLASS NO. OF SHARES PAR VALUE PER SHARE
----- ------------- -------------------
Common 100,000 $0.01
4. If at any time the holders of a majority or more of the shares of
the corporation shall enter into an agreement restricting or limiting the sale,
transfer, assignment, pledge or hypothecation of the shares of the corporation
or any part thereof to which agreement the corporation shall become a party, the
corporation shall thereupon observe and carry out on its part the terms of any
such agreement, and shall refuse to recognize any sale, transfer, assignment,
pledge or hypothecation, or any attempted sale, transfer, assignment, pledge or
hypothecation, of any of the shares covered by such agreement, unless the same
be in conformity
with the terms and conditions of such agreement, provided that a copy of such
agreement be filed in the principal office of the corporation, and provided
further that notice of the existence of such provision be noted conspicuously on
the face or back of each and every certificate of shares subject to the terms
and conditions of any such agreement.
5. The post office address of the initial registered office of the
corporation is 8401 Old Courthouse Road, Suite 300, Vienna, Virginia 22180. The
name of the county in which the initial registered office is located is the
County of Fairfax, Virginia. The name of its initial registered agent is William
R. Chambers, who is a resident of Virginia, a member of the Virginia State Bar,
and whose business address is the same as the address of the initial registered
office of the corporation.
6. The number of Directors constituting the initial Board of Directors
is one (1), there being initially only one (1) stockholder of the corporation,
and the name and address of the person who is to serve as the initial Director
is:
NAME ADDRESS
---- -------
Dr. Jai N. Gupta 1951 Kidwell Drive, Suite 300
Vienna, Virginia 22180
7. Each person now or hereafter a Director or officer of the
corporation (and his heirs, executors and administrators) shall be indemnified
by the corporation against all claims, liabilities, judgments, settlements,
costs and expenses, including all attorneys' fees, imposed upon or reasonably
incurred by him in connection with or resulting from any action, suit,
proceeding or claim to which he is or may be made a party by reason of his being
or having been a Director or officer of the corporation (whether or not a
Director or officer at the time such costs or expenses are incurred by or
imposed upon him), except in relation to matters as to which he shall have been
finally adjudged in such action, suit or proceeding to be liable for gross
negligence or wilful misconduct in the performance of his duties as such
Director or officer. In the event of any other judgment against such Director or
officer or in the event of a settlement, the indemnification shall be made only
if the corporation shall be advised, in case none of the persons involved shall
be or have been a Director by the Board of Directors of the corporation, and
otherwise by independent counsel to be appointed by the Board of Directors, that
in its or his opinion such Director or officer was not guilty of gross
negligence or willful misconduct in the performance of his duty, and in the
event of a settlement, that such settlement was or is in the best interest of
the corporation. If the determination is to be made by the Board of Directors,
it may rely as to all questions of law on the advice of independent counsel.
Such right of indemnification shall not be deemed exclusive of any rights to
which he may be entitled under any by-law, agreement, vote of stockholders, or
otherwise.
Dated: December 6, 1985
----------------------
/s/ William R. Chambers
--------------------------
William R. Chambers
/s/ Thomas B. Newell
--------------------------
Thomas B. Newell
COMMONWEALTH OF VIRGINIA
COUNTY OF FAIRFAX, to wit:
I, _________________, a Notary Public in and for Virginia, do certify
that William R. Chambers, Thomas B. Newell, and __________________, whose names
are signed to the foregoing Articles of Incorporation, bearing date on the 6th
day of December, 1985, have acknowledged the name before me in the jurisdiction
aforesaid.
GIVEN under my hand this 6th day of December, 1985.
/s/___________________________
NOTARY PUBLIC
My Commission Expires: 02/13/99
----------------
ARTICLES OF AMENDMENT
OF
EER SYSTEMS CORPORATION
Pursuant to the provisions of Section 13.1-710 of the Code of Virginia,
1950, as amended, the undersigned corporation, by its President and Secretary,
sets forth as follows:
(a) The name of the corporation is:
EER SYSTEMS CORPORATION
(b) The amendment adopted is that paragraph 3 of the Articles of
Incorporation dated the 12th day of December, 1985, is deleted and the following
is substituted therefor:
The aggregate number of shares which the corporation shall
have the authority to issue and the par value per share are as
follows:
CLASS NO. OF SHARES PAR VALUE PER SHARE
----- ------------- -------------------
Common 5,000 $0.01
(c) The Board of Directors, by unanimous written consent effective as
of November 24, 1986, found the amendment to be in the best interests of the
Corporation and directed it to be submitted to a vote of the stockholders. The
proposed amendment was adopted by unanimous written consent of all of the
stockholders entitled to vote, as provided by Section 13.1-657 of the said Code,
effective as of the 24th day of November, 1986.
(d) The amendment does not affect a restatement of Articles of
Incorporation.
By: /s/ Jai N. Gupta
---------------------
President
ATTEST:
/s/ Jai N. Gupta
- ---------------------
Secretary
EER SYSTEMS CORPORATION
ARTICLES OF AMENDMENT
Pursuant to the provisions of Section 13.1-710 of the Virginia Stock
Corporation Act of the Code of Virginia, 1950, as amended, the undersigned
Corporation, by its President and Secretary, sets forth the following:
1. The name of the Corporation is:
EER SYSTEMS CORPORATION
2. The amendment adopted is that paragraph 3 of the Articles of
Incorporation dated the 12th day of December, 1985, as amended by Articles of
Amendment dated November 24, 1986, is deleted and the following is substituted
therefore:
The aggregate number of shares which the corporation shall
have the authority to issue and the par value per share are as
follows:
CLASS NO. OF SHARES PAR VALUE PER SHARE
----- ------------- -------------------
Common 25,000 $0.01
3. The Board of Directors, by unanimous written consent effective as of
March 18, 1991, found this Amendment to be in the best interests of the
Corporation, and recommended its passage to the Shareholders of the Corporation.
4. The Shareholders of the Corporation, by unanimous written consent
effective as of March 18, 1991, approved and adopted this Amendment and directed
the Board of Directors to so amend the Corporation's Articles of Incorporation.
[Signatures Begin on Next Page]
5. This Amendment does not affect a restatement of the Corporation's
Articles of Incorporation.
By: /s/ Jai N. Gupta
----------------------
Jai N. Gupta
President
ATTEST
/s/ Harpal S. Dhillon
- -----------------------------
Harpal S. Dhillon
Secretary
ARTICLES OF AMENDMENT OF
EER SYSTEMS CORPORATION
ONE
The name of the corporation is EER Systems Corporation.
TWO
The Articles of Incorporation of the corporation are amended by deleting Article
1 in its entirety and replacing it with the following Article 1:
The name of the corporation is EER Systems, Inc.
THREE
The foregoing amendment was adopted on April 14, 1995.
FOUR
The amendment was adopted by unanimous written consent of the shareholders of
the corporation.
The undersigned President of the corporation declares that the facts
herein stated are true as of April 14, 1995.
EER SYSTEMS CORPORATION
By: /s/ Jai N Gupta
-----------------------
Dr. Jai N. Gupta, President