BY-LAWS
OF
EER Systems Corporation
ARTICLE I - OFFICES
The principal office of the corporation shall be located in the
Commonwealth of Virginia. The corporation may have such other offices, either
within or without the Commonwealth of Virginia as the Board of Directors may
designate or as the business of the corporation may from time to time dictate.
ARTICLE II - STOCKHOLDERS
1. ANNUAL MEETING.
The annual meeting of the stockholders shall be held each year
beginning with the year 1986 on a date to be established by the Board of
Directors for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday, such meeting shall be held on the next
succeeding business day. If the election of directors shall not be held on the
day designated herein for any annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as conveniently
may be.
2. SPECIAL MEETINGS.
Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute, may be called by the president
at the request of the holders of not less than ten percent (10%) of all the
outstanding shares of the corporation entitled to vote at the meeting.
3. PLACE OF MEETING.
The directors may designate any place, either within or
without the Commonwealth unless otherwise prescribed by statute, as the place of
meeting for any annual meeting or for any special meeting called by the
directors. A waiver of notice signed by all stockholders entitled to vote at a
meeting may designate any place, whether within or without the Commonwealth
unless otherwise prescribed by statute, as the place for holding such meeting.
If no designation is made, or if a special meeting be otherwise called, the
place of meeting shall be the principal office of the corporation.
4. NOTICE OF MEETING.
Written or printed notice stating the place, day and hour of
the meeting and, in case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than 10 nor more than 50 days
before the date of the meeting, either personally
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or by mail, by or at the direction of the president, or the secretary, or the
officer or persons calling the meeting, to each stockholder of record entitled
to vote at such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail, addressed to the stockholder at his
address as it appears on the stock transfer books of the corporation, with
postage thereon prepaid.
5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.
For the purpose of determining stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or
stockholders entitled to receive payment of any dividend, or in order to make a
determination of stockholders for any other proper purpose, the directors of the
corporation may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, 50 days. If the stock transfer
books shall be closed for the purpose of determining stockholders entitled to
notice of or to vote at a meeting of stockholders, such books shall be closed
for at least 10 days immediately preceding such meeting. In lieu of closing the
stock transfer books, the directors may fix a date in advance as the record date
for any such determination of stockholders, such date in any case to be not more
than 50 days and, in case of a meeting of stockholders, not less than 10 days
prior to the date on which the particular action requiring such determination of
stockholders is to be taken. If the stock transfer books are not closed and no
record date is fixed for the determination of stockholders entitled to notice of
or to vote at a meeting of stockholders, or stockholders entitled to receive
payment of a dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination of
stockholders. When a determination of stockholders entitled to vote at any
meeting of the stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
6. VOTING LISTS.
The officer or agent having charge of the stock transfer books
for shares of the corporation shall make, at least 10 days before each meeting
of stockholders, a complete list of the stockholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for a period of 10
days prior to such meeting, shall be kept on file at the principal office of the
corporation and shall be subject to inspection by any stockholder at any time
during usual business hours. Such list shall also be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
stockholder during the whole time of the meeting. The original stock transfer
book shall be prima facie evidence as to who are the stockholders entitled to
examine such list or transfer books or to vote at the meeting of stockholders.
The meeting shall, on the demand of any stockholder, in person or by proxy, be
adjourned until the requirements are complied with.
7. QUORUM.
At any meeting of stockholders a majority of the outstanding
shares of the corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of stockholders. If less than said number
of the outstanding shares are represented at a
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meeting, a majority of the shares so represented may adjourn the meeting from
time to time without further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business which might have been transacted
at the meeting as originally notified may be transacted. The stockholders
present at a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.
8. PROXIES.
At all meetings of stockholders, a stockholder may vote by
proxy executed in writing by the stockholder or by his duly authorized attorney
in fact. Such proxy shall be filed with the secretary of the corporation before
or at the time of the meeting. No proxy shall be valid after 11 months from the
date of its execution, unless otherwise provided in the proxy.
9. VOTING.
Each stockholder entitled to vote in accordance with the terms
and provisions of the certificate of incorporation and these by-laws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to
vote held by such stockholders. Upon the demand of any stockholder, the vote for
directors and any question before the meeting shall be by ballot. All elections
for directors and all other questions shall be decided by majority vote except
as otherwise provided by the Articles of Incorporation or the laws of this
State.
10. VOTING OF SHARES BY CERTAIN HOLDERS.
Shares standing in the name of another corporation may be
voted by such officer, agent or proxy as the by-laws of such corporation may
prescribe, or, in the absence of such pro- vision, as the Board of Directors of
such corporation may determine.
Shares held by an administrator, executor, guardian or
conservator may be voted by him, either in person or by proxy, without a
transfer of such shares into his name. Shares standing in the name of a trustee
may be voted by him, either in person or by proxy, but no trustee shall be
entitled to vote shares held by him without a transfer of such shares into his
name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares so
transferred.
Shares of its own stock belonging to the corporation shall not
be voted, directly or indirectly, at any meeting, and shall not be counted in
determining the total number of outstanding shares at any given time.
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11. ORDER OF BUSINESS.
The order of business at all meetings of the stockholders
shall be as follows:
1. Roll call
2. Proof of notice of meeting or waiver of notice.
3. Reading of minutes of preceding meeting.
4. Reports of officers.
5. Reports of committees.
6. Election of directors.
7. Unfinished business.
8. New business.
12. INFORMAL ACTION BY SHAREHOLDERS.
Unless otherwise provided by law, any action required to be
taken at a meeting of the shareholders, or any other action which 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.
ARTICLE III - BOARD OF DIRECTORS
1. GENERAL POWERS.
The business and affairs of the corporation shall be managed
by its Board of Directors. The directors shall in all cases act as a Board, and
they may adopt such rules and regulations for the conduct of their meetings and
the management of the corporation, as they may deem proper, not inconsistent
with these by-laws and the laws of this State.
2. NUMBER, TENURE AND QUALIFICATIONS.
The number of directors of the corporation shall be at least
one (1). Each director shall hold office until the next annual meeting of
stockholders and until his successor shall have been elected and qualified.
3. REGULAR MEETING.
A regular meeting of the directors shall be held without other
notice than this by-law immediately after, and at the same place as, the annual
meeting of stockholders. The directors may provide, by resolution, the time and
place for the holding of additional regular meetings without other notice than
such resolution.
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4. SPECIAL MEETINGS.
Special meetings of the directors may be called at the request
of the president or any director. The person or persons authorized to call
special meetings of the directors may fix the place for holding any special
meeting of the directors called by them.
5. NOTICE.
Notice of any special meeting shall be given at least 10 days
previous thereto by written notice delivered personally, by telegram or by mail
to each director at his business address. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail so addressed, with
postage thereon prepaid. If notice be given by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph company.
The attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened.
6. QUOROM.
At any meeting of the directors a majority shall constitute a
quorum for the transaction of business, but if less than said number is present
at a meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice.
7. MANNER OF ACTING.
The act of the majority of the directors present at a meeting
at which a quorum is present shall be the act of the directors.
8. ACTION TAKEN WITHOUT A MEETING.
Any action that may be taken by the Board of Directors at a
meeting may be taken without a meeting if a consent in writing, setting forth
the action so to be taken, shall be signed before such action by all of the
directors.
9. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created directorships resulting from an increase in the
number of directors and vacancies occurring in the Board for any reason except
the removal of directors with cause may be filled by a vote of a majority of the
directors then in office, although less than a quorum exists. Vacancies
occurring by reason of the removal of directors without cause shall be filled by
vote of the stockholders. A director elected to fill a vacancy caused by
resignation, death or removal shall be elected to hold office for the unexpired
term of his predecessor.
10. REMOVAL OF DIRECTORS.
Any or all of the directors may be removed for cause by vote
of the stockholders or by action of the Board. Directors may be removed without
cause only by vote of the stockholders.
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11. RESIGNATION.
A director may resign at any time by giving written notice to
the Board, the president or the secretary of the corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt thereof
by the Board or such officer, and the acceptance of the resignation shall not be
necessary to make it effective.
12. COMPENSATION.
No compensation shall be paid to directors, as such, for their
services, but by resolution of the Board a fixed sum and expenses for actual
attendance at each regular or special meeting of the Board may be authorized.
Nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.
13. PRESUMPTION OF ASSENT.
A director of the corporation who is present at a meeting of
the directors at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.
14. EXECUTIVE AND OTHER COMMITTEES.
The Board, by resolution, may designate from among its members
an executive committee and other committees, each consisting of three or more
directors. Each such committee shall serve at the pleasure of the Board.
ARTICLE IV - OFFICERS.
1. NUMBER.
The officers of the corporation shall be a president,
secretary and treasurer, each of whom shall be elected by the directors. Such
other officers and assistant officers as may be deemed necessary may be elected
or appointed by the directors.
2. ELECTION AND TERM OF OFFICE.
The officers of the corporation to be elected by the directors
shall be elected annually at the first meeting of the directors held after each
annual meeting of the stockholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until his successor shall
have been duly elected and shall have qualified or until his death or until he
shall resign or shall have been removed in the manner hereinafter provided.
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3. REMOVAL.
Any officer or agent elected or appointed by the directors may
be removed by the directors whenever in their judgment the best interests of the
corporation would be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Election or
appointment of an officer or agent shall not of itself create contract rights.
4. VACANCIES.
A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the directors for the
unexpired portion of the term.
5. PRESIDENT.
The president shall be the principal executive officer of the
corporation and, subject to the control of the directors, shall supervise and
control the technical operation of the corporation. He may sign any deeds,
mortgages, bonds, contracts, or other instruments which the directors have
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the directors or by these by-laws to
some other officer or agent of the corporation, or shall be required by law to
be otherwise signed or executed; and in general shall perform all duties
incident to the office of president and such other duties as may be prescribed
by the directors from time to time.
6. SECRETARY.
The secretary shall keep the minutes of the stockholders' and
of the directors' meetings in one or more books provided for that purpose, see
that all notices are duly given in accordance with the provisions of these
by-laws or as required, be custodian of the corporate records and of the seal of
the corporation and keep a register of the post office address of each
stockholder, have general charge of the stock transfer books of the corporation
and in general perform all duties incident to the office of secretary and such
other duties as from time to time may be assigned to him by the president or by
the directors.
7. TREASURER.
If required by the directors, the treasurer shall give a bond
for the faithful discharge of his duties in such sum and with such surety or
sureties as the directors shall determine. He shall have charge and custody of
and be responsible for all funds and securities of the corporation; receive and
give receipts for monies due and payable to the corporation from any source
whatsoever, and deposit all such monies in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these by-laws and in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him by the president or by the directors.
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8. SALARIES.
The salaries of the officers shall be fixed from time to time
by the directors and no officer shall be prevented from receiving such salary by
reason of the fact that he is also a director of the corporation.
ARTICLE V - CONTRACTS,
LOANS, CHECKS AND DEPOSITS
1. CONTRACTS.
The president or any vice president may enter into any
contract or execute and deliver any instrument in the name of and on behalf of
the corporation, except as confined by the directors.
2. LOANS.
No loans shall be contracted on behalf of the corporation and
no evidences of indebtedness shall be issued in its name without the endorsement
of either the president or the vice president unless expressly authorized by a
resolution of the directors. The corporation shall have the power to borrow
funds on the personal credit of its officers and directors if authorized by a
resolution of the directors and shall be empowered to lend funds to its officers
and directors.
3. CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money,
notes or other evidences of indebtedness issued in the name of the corporation,
shall be signed by the president or vice president of the corporation unless and
until specifically changed by resolution of the directors.
4. DEPOSITS.
All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositories as the directors may select.
ARTICLE VI - CERTIFICATES
FOR SHARES AND THEIR TRANSFER
l. CERTIFICATES FOR SHARES.
Certificates representing shares of the corporation shall be
in such form as shall be determined by the directors. Such certificate shall be
signed by the president and by the secretary or by such other officers
authorized by law and by the directors. All certificates for shares shall be
consecutively numbered or otherwise identified. The name and address of the
stockholders, the number of shares and date of issue, shall be entered on the
stock transfer books of the corporation. All certificates surrendered to the
corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificate for a like number of shares shall
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have been surrendered and canceled, except that in case of a lost, destroyed or
mutilated certificate a new one may be issued therefor upon such terms and
indemnity to the corporation as the directors may prescribe.
2. TRANSFERS OF SHARES.
(a) Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the transfer books of the corporation which shall be kept at its principal
office.
(b) The corporation shall be entitled to treat the holder of
record of any share as the holder in fact thereof, and, accordingly, shall not
be bound to recognize any equitable or other claim to 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 expressly provided by the laws of this Commonwealth.
ARTICLE VII - FISCAL YEAR.
The fiscal year of the corporation shall begin on the 1st day
of July and end on the 30th day of June in each year.
ARTICLE VIII - DIVIDENDS.
The directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
ARTICLE IX - SEAL.
The directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation,
the state of incorporation, year of incorporation and the words, "Corporate
Seal."
ARTICLE X - WAIVER OF NOTICE.
Unless otherwise provided by law, whenever any notice is
required to be given to any stockholder or director of the corporation under the
provisions of these by-laws or under the provisions of the articles of
incorporation, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.
ARTICLE XI - AMENDMENTS.
The power to alter, amend or repeal the by-laws or adopt new
by-laws shall be vested in the board of directors; provided, however, that
by-laws made by the board of directors may be repealed or changed, and new
by-laws made, by the stockholders and the stockholders
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may provide that any by-law made by them shall not be altered, amended or
repealed by the board of directors.
The foregoing by-laws were adopted by the board of directors
on December 30, 1985.
/s/ Jai N. Gupta
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Secretary