ARTICLES OF INCORPORATION
OF
MICRODYNE OUTSOURCING 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 Outsourcing 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
Curtis 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
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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.
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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
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William G. Miller