ARTICLES OF AMENDMENT
OF
MICRODYNE COMMUNICATIONS TECHNOLOGY INCORPORATED
FIRST: Article SECOND of the Articles of Incorporation of Microdyne
Communications Technology Incorporated (the "Corporation") is hereby amended in
its entirety to read as follows (the "Amendment"):
SECOND: The name of the corporation (which is hereinafter called the
"Corporation") is:
Microdyne Communications Technologies Incorporated
SECOND: By unanimous written consent, the Amendment was advised by the
Corporation's Board of Directors and directed to be submitted to the
Corporation's sole stockholder for its approval.
THIRD: By written consent of the sole stockholder, the Amendment was
approved by the Corporation's sole stockholder.
FOURTH: The undersigned Treasurer and Chief Financial Officer acknowledges
these Articles of Amendment to be the corporate act of the Corporation and as to
all matters or facts required to be verified under oath, the undersigned
Treasurer and Chief Financial Officer acknowledges that to the best of his
knowledge, information and belief, these matters and facts are true in all
material respects and that this statement is made under the penalties for
perjury.
IN WITNESS WHEREOF the Corporation has caused these Articles of Amendment
to be signed in its name and on its behalf by its Treasurer and Chief Financial
Officer and attested to by its Secretary on this 22nd day if July 1998.
ATTEST: MICRODYNE COMMUNICATIONS
TECHNOLOGY INCORPORATED
/s/ Gareth U. Higgins /s/ Massoud Safavi
- ------------------------------------- -------------------------------------
Gareth U. Higgins Massoud Safavi
Secretary Treasurer and Chief Financial Officer
ARTICLES OF INCORPORATION
OF
MICRODYNE COMMUNICATIONS TECHNOLOGY INCORPORATED
THIS IS TO CERTIFY THAT:
FIRST: The undersigned, William G. Miller, whose post office address is
c/o McGuire, Woods, Battle & Boothe, LLP, 1627 Eye Street, N.W., Washington,
D.C. 20006, being at least eighteen (18) years of age, does hereby form a
corporation under the general laws of the State of Maryland.
SECOND: The name of the corporation (which is hereinafter called the
"Corporation") is:
Microdyne Communications Technology Incorporated
THIRD: The purpose for which the Corporation is formed is to carry on
any lawful business, within the State of Maryland or elsewhere, and the
Corporation shall have, enjoy and exercise all of the powers and rights now or
hereafter conferred by statute upon corporations.
FOURTH: The post office address of the principal office of the
Corporation in the state of Maryland is 11 East Chase Street, Baltimore,
Maryland 21202.
FIFTH: The Resident Agent of the Corporation is CSC-Lawyers
Incorporating Service Company, a Maryland corporation, whose post office address
is 11 East Chase Street, Baltimore, Maryland 21202.
SIXTH: The Corporation shall have a Board of Directors consisting of
six (6) Directors, which number may be increased or decreased in accordance with
the By-Laws of the Corporation, but shall never be less than the number required
by Section 2-402 of the Corporation and Associations Article of the Annotated
Code of Maryland, as may be amended from time to time. The names of the
Directors who shall act as such until the first annual meeting of the
Stockholders and until their successors are elected and qualify are:
Phillip T. Cunningham
Michael E. Jalbert
Christopher M. Maginniss
Curbs M. Coward
Gregory W. Fazakerley
H. Brian Thompson
SEVENTH: The total number of shares of stock which the Corporation has
authority to issue is Five Thousand (5,000) shares of common stock, par value
$0.01 per share, all of one class.
EIGHTH: In carrying on its business, or for the purpose of attaining or
furthering any of its objects, the Corporation shall have all of the rights,
powers and privileges granted to
corporations by the laws of the State of Maryland, and the power to do any and
all acts and things which a natural person or partnership could do and which may
now or hereafter be authorized by law, either alone or in partnership or
conjunction with others. In furtherance and not in limitation of the powers
conferred by statute, the powers of the Corporation and of the Directors and
Stockholders shall include the following:
(a) Any Director individually, or any firm of which any
Director may be a member, or any corporation or association of which any
Director may be an officer or director or in which any Director may be
interested as the holder of any amount of its capital stock or otherwise, may be
a party to, or may be pecuniarily or otherwise interested in, any contract or
transaction of the Corporation, and, in the absence of fraud, no contract or
other transaction shall be thereby affected or invalidated; provided that in
case a Director, or firm of which a Director is a member, or a corporation or
association of which a Director is an officer or director or in which a Director
is interested as the holder of any amount of its capital stock or otherwise, is
so interested, such fact shall be disclosed or shall have been known to the
Board of Directors or a majority thereof. Any Director of the Corporation who is
also a Director or officer of or interested in such other corporation or
association, or who, or the firm of which he is a member, is so interested, may
be counted in determining the existence of a quorum at any meeting of the Board
of Directors of the Corporation which shall authorize any such contract or
transaction, with like force and effect as if he were not such director or
officer of such other corporation or association or were not so interested or
were not a member of a firm so interested.
(b) The Corporation reserves the right, from time to time, to
make any amendment of its Charter, now or hereafter authorized by law, including
any amendment which alters the contract rights, as expressly set forth in its
Charter, of any outstanding stock.
(c) Except as otherwise provided in these Articles of
Incorporation, the Charter or the By-Laws of the Corporation, as from time to
time amended, the business of the Corporation shall be managed by its Board of
Directors, which shall have and may exercise all the powers of the Corporation
except such as are by law, these Articles of Incorporation, the Charter or the
By-Laws, conferred upon or reserved to the Stockholders. Additionally, the Board
of Directors of the Corporation is hereby specifically authorized and empowered
from time to time in its discretion:
(1) To authorize the issuance from time to time of
shares of its stock of any class, whether now or hereafter authorized, or
securities convertible into shares of its stock, of any class or classes,
whether now or hereafter authorized, for such consideration as said Board of
Directors may deem advisable, subject to such restrictions or limitations, if
any, as may be set forth in the By-Laws of the Corporation;
(2) By articles supplementary to these Articles of
Incorporation, to classify or reclassify any unissued shares by fixing or
altering in any one or more aspects, from time to time before issuance of such
shares, the preferences, rights, voting powers, restrictions and qualifications
of, the dividends on, the times and prices of redemption of, and the conversion
rights of, such shares.
NINTH: No director or officer of the Corporation shall be liable to the
Corporation or its Stockholders for money damages, except (1) to the extent that
it is proved that the person actually received an improper benefit or profit in
money, property or services, for the amount of the benefit or profit in money,
property or services actually received, or (2) to the extent that a judgment or
other final adjudication adverse to the person is entered in a proceeding based
on a finding in the proceeding that the person's action, or failure to act, was
the result of active and deliberate dishonesty and was material to the cause of
action adjudicated in the proceeding. No director or officer shall be deemed to
have received any improper benefit or profit within the meaning of this Article
NINTH by reason of any payment or distribution to or in respect of the common
stock of the Corporation, which payment or distribution applies or is available
equally to all outstanding shares of common stock of the Corporation.
TENTH: No holder of stock of any class shall have any preemptive right
to subscribe to or purchase any additional shares of any class, or any bonds or
convertible securities of any nature; provided, however, that the Board of
Directors may, in authorizing the issuance of stock of any class, confer any
preemptive right that the Board of Directors may deem advisable in connection
with such issuance.
ELEVENTH: The Corporation shall indemnify its directors and officers to
the full extent permitted by the general corporate laws of the State of Maryland
now or hereafter in force, including the advance of expenses under the
procedures provided by such laws. The foregoing shall not limit the authority of
the Corporation to indemnify other employees and agents consistent with law.
IN WITNESS WHEREOF, I have signed these Articles of Incorporation, and
I acknowledge the same to be my act on this 12th day of March, 1998.
/s/ William G. Miller
--------------------------
William G. Miller