BYLAWS
OF
L-3 COMMUNICATIONS ANCOT CORPORATION
(Effective Date: January 1, 2002)
ARTICLE I
OFFICES
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Section 1. Registered Office. The registered office of L-3 Communications
Ancot Corporation (hereinafter, the "Corporation") shall be in the City of
Wilmington, State of Delaware.
Section 2. Other Offices. The Corporation also may have offices at such
other places both within and outside the State of Delaware as the Board of
Directors may from time to time determine.
ARTICLE II
MEETING OF STOCKHOLDERS
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Section 1. Place of Meetings. Meetings of the stockholders for the election
of directors or for any other purpose shall be held at such time and place,
either within or outside the State of Delaware, as shall be designated from time
to time by the Board of Directors and stated in the notice of the meeting or in
a duly executed waiver of notice thereof.
Section 2. Annual Meetings. The Annual Meeting of Stockholders shall be
held on such date and at such 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 by a plurality vote, and
transact such other business as may properly be brought before the meeting.
Section 3. Special Meetings. Special Meetings of Stockholders, for any
purpose or purposes, may be called by the President, Secretary, Treasurer or
Vice President, and shall be called by any such officer at the request in
writing of a majority of the Board of Directors. Such request shall state the
purpose or purposes of the proposed meeting.
Section 4. Notice of Meetings. Written notice of an Annual Meeting or
Special Meeting stating the place, date, and hour of the meeting and in the case
of a Special Meeting, the purpose or purposes for which the meeting is called,
shall be given not less than ten nor more than sixty days before the date of the
meeting to each stockholder entitled to vote at such meeting.
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Section 5. Quorum. Except as otherwise provided by law or by the
Certificate of Incorporation, the holders of a majority of the capital stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business. If, however, such quorum shall not
be present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented.
Section 6. Voting. Any questions brought before any meeting of stockholders
shall be decided by a majority vote of the number of shares entitled to vote,
present in person or represented by proxy. Such votes may be cast in person or
by proxy, but no proxy shall be voted on or after three years from its date,
unless such proxy provides for a longer period.
Section 7. Action by Consent. Any action required to be taken at any annual
or special meeting of stockholders, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing shall be signed
by the holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted. Prompt notice
of the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing.
ARTICLE III
DIRECTORS
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Section 1. Number and Election of Directors. The first Board of Directors
shall consist of one director. Thereafter the number of directors shall be
determined by the Board of Directors or by the stockholders. Except as provided
in Section 2 of this Article, directors shall be elected by a plurality of the
votes cast at Annual Meetings of Stockholders, and each director so elected
shall hold office until the next Annual Meeting and until his successor is duly
elected and qualified, or until his earlier resignation or removal.
Section 2. Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority vote of all directors, or by a sole remaining director, and the
directors so chosen shall hold office until the next annual election and until
their successors are duly elected and qualified, or until their earlier
resignation or removal.
Section 3. Committees. The Board of Directors may designate one or more
committees, which committees shall, to the extent provided in the resolution of
the Board of Directors establishing such a committee, have all authority and may
exercise all the powers of the Board of Directors in the management of the
business and affairs of the Corporation to the extent lawful under the General
Corporation Law of the State of Delaware.
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Section 4. Duties and Powers. The business of the Corporation shall be
managed by or under the direction of the Board of Directors which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by statute or by the Certificate of Incorporation or by these Bylaws
directed or required to be exercised or done by the stockholders.
Section 5. Meetings. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or outside the State of
Delaware. Regular meetings of the Board of Directors may be held without notice
at such time and at such place as may from time to time be determined by the
Board of Directors. Special meetings of the Board of Directors may be called by
the president or any one director with one day's notice to each director, either
personally or by mail, telephone or facsimile transmission.
Section 6. Quorum; Board Action. Except as may be otherwise specifically
provided by law, the Certificate of Incorporation or these Bylaws, at all
meetings of the Board of Directors, a majority of the entire Board of Directors
shall constitute a quorum for the transaction of business, and the act of a
majority of the entire Board of Directors shall be the act of the Board of
Directors. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.
Section 7. Actions of Board. Unless otherwise provided by the Certificate
of Incorporation or these Bylaws, 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 all the members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.
Section 8. Compensation. The Corporation shall reimburse the reasonable
expenses incurred by members of the Board of Directors in connection with
attendance at meetings of the Board of Directors and of any committee on which
such member serves; provided, that the foregoing shall not preclude any director
from serving the Corporation in any other capacity and receiving compensation
therefor.
Section 9. Removal. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, any director or the entire Board of Directors may
be removed, with or without cause, by the holders of a majority of shares
entitled to vote at an election of directors.
ARTICLE IV
OFFICERS
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The officers of the Corporation shall consist of a President, a Secretary,
a Treasurer, a Vice President and such other additional officers with such
titles as the Board of Directors shall determine, all of whom shall be chosen by
and shall serve at the pleasure of the Board of Directors. Such officers shall
have the usual powers and shall perform all the usual duties incident to their
respective offices. All officers shall be subject to the supervision and
direction
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of the Board of Directors. The authority, duties or responsibilities of any
officer of the Corporation may be suspended by the President with or without
cause. Any officer elected or appointed by the Board of Directors may be removed
by the Board of Directors with or without cause.
ARTICLE V
NOTICES
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Section 1. Notices. Whenever written notice is required by law, the
Certificate of Incorporation or these Bylaws, to be given to any director,
member of a committee or stockholder, such notice may be given by mail,
addressed to such director, member of a committee or stockholder, at his address
as it appears on the records of the Corporation, with postage thereon prepaid,
and such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Written notice may also be given personally
or by telegram, telex or cable.
Section 2. Waivers of Notice. Whenever any notice is required by law, the
Certificate of Incorporation or these Bylaws, to be given to any director,
member of a committee or stockholder, a waiver thereof in writing, signed by the
person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened.
ARTICLE VI
GENERAL PROVISIONS
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Section 1. Dividends. Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, may be declared
by the Board of Directors at any regular or special meeting, and may be paid in
cash, in property, or in shares of the capital stock. Before payment of any
dividend, there may be set aside out of any funds of the Corporation available
for dividends such sum or sums as the Board of Directors from time to time, in
its absolute discretion, deems proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for any proper purpose, and the Board of
Directors may modify or abolish any such reserve.
Section 2. Fiscal Year. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.
Section 3. Corporate Seal. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.
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ARTICLE VII
INDEMNIFICATION
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To the fullest extent permitted by the Delaware General Corporation Law,
the Corporation shall indemnify any current or former Director or officer of the
Corporation and may, at the discretion of the Board of Directors, indemnify any
current or former employee or agent of the Corporation against all expenses,
judgments, fines and amounts, paid in settlement actually and reasonably
incurred by him in connection with any threatened, pending or completed action,
suit or proceeding brought by or in the right of the Corporation or otherwise,
to which he was or is a party by reason of his current or former position with
the Corporation or by reason of the fact that he is or was serving, at the
request of the Corporation, as a director, officer, partner, trustee, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise. Expenses incurred by a person who is or was a Director or officer of
the Corporation in appearing at, participating in or defending any such action,
suit or proceeding shall be paid by the Corporation at reasonable intervals in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of the Director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized by this Article. If a claim undo
this Article VII is not paid in full by the Corporation within ninety days after
a written claim has been received by the Corporation, the claimant may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim and, if successful in whole or in part, the claimant shall be paid
also the expense of prosecuting such claim. It shall be a defense to any such
action (other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation) that the
claimant has not met the standards of conduct which make it permissible under
the Delaware General Corporation Law or other applicable law for the Corporation
to indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he has met the applicable standard of conduct set forth in the Delaware
General Corporation Law or other applicable law, nor an actual determination by
the Corporation (including its Board of Directors, independent legal counsel, or
its stockholders) that the claimant has not met the applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.
ARTICLE VIII
AMENDMENTS
Section 1. Amending and Repealing. These Bylaws may be altered, amended or
repealed, in whole or in part, or new Bylaws may be adopted by the majority vote
of the entire Board of Directors.
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Section 2. Entire Board of Directors. As used in this Article VIII and in
these Bylaws generally, the term "entire Board of Directors" means the total
number of the directors which the Corporation would have if there were no
vacancies.