BYLAWS
OF
MICRODYNE OUTSOURCING INCORPORATED
ARTICLE I
MEETING OF STOCKHOLDERS
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Section 1. PLACE. All meetings of stockholders shall be held
at the principal office of the corporation or at such other place
within the United States as shall be stated in the notice of the
meeting.
Section 2. ANNUAL MEETING. An annual meeting of the
stockholders for the election of directors and the transaction of any
business within the powers of the corporation shall be held within six
(6) months of the close of the corporation's fiscal year at such
location and at such date and time as may be fixed by the Board of
Directors. If the day fixed for the annual meeting shall be a legal
holiday, such meeting shall be held at the same time on the next
succeeding business day.
Section 3. SPECIAL MEETINGS. The President or Board of
Directors may call special meetings of the stockholders. Special
meetings of stockholders shall also be called by the Secretary upon the
written request of the holders of shares entitled to cast not less than
thirty- three percent (33%) of all the votes entitled to be cast at
such meeting. Such request shall state the purpose or purposes of such
meeting and the matters proposed to be acted on thereat. The Secretary
shall inform such stockholders of the reasonably estimated cost of
preparing and mailing such notice of the meeting, and upon payment to
the corporation of such costs, and Secretary shall give notice stating
the purpose or purposes of the meeting to all stockholders entitled to
vote at such meeting. No special meeting need be called upon the
request of the holders of shares entitled to cast less than a majority
of all votes entitled to be cast at such meeting, to consider any
matter which is substantially the same as a matter voted upon at any
special meeting of the stockholders held during the preceding twelve
months.
Section 4. NOTICE. Not less than ten nor more than ninety days
before the date of every meeting of stockholders, the Secretary shall
give, to each stockholder entitled to vote who is entitled to notice by
statute, written or printed notice stating the time and place of the
meeting and, in the case of a special meeting or as otherwise may be
required by statute, the purpose or purposes for which the meeting is
called, either by mail or by presenting it to him personally or by
leaving it at his residence or usual place of business. If mailed, such
notice shall be deemed to be given when deposited in the United States
mail addressed to the stockholder at his post office address as it
appears on the records of the corporation, with postage prepaid.
Section 5. SCOPE OF NOTICE. No business shall be transacted at
a special meeting of stockholders except that specifically designated
in the notice. Any business of the corporation may be transacted at the
annual meeting without being specifically
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designated in the notice, except such business as is required
by statute to be stated in such notice.
Section 6. QUORUM. At any meeting of stockholders, the
presence in person or by proxy of stockholders entitled to cast a
majority of the votes shall constitute a quorum; but this section shall
not affect any requirement under any statute or the charter for the
vote necessary for the adoption of any measure. If, however, a quorum
is not present at any meeting of the stockholders, the stockholders
present in person or by proxy shall have the power to adjourn the
meeting from time to time without notice other than announcement at the
meeting until a quorum is present. At any adjourned meeting at which a
quorum is present, any business may be transacted which might have been
transacted at the meeting as originally notified. The stockholders
present at a meeting which has been duly called and convened and at
which a quorum is present at the time counted may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
Section 7. VOTING. A majority of the votes cast at a meeting
of stockholders duly called and at which a quorum is present shall be
sufficient to take or authorize action upon any matter which may
properly come before the meeting, unless more than a majority of the
votes cast is required by statute or by the charter. Unless otherwise
provided in the charter, each outstanding share, regardless of class,
shall be entitled to one vote upon each matter submitted to a vote at a
meeting of stockholders.
Section 8. PROXIES. A stockholder may vote the shares owned of
record by him, either in person or 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 eleven months from
the date of its execution, unless otherwise provided in the proxy.
Section 9. VOTING OF SHARES BY CERTAIN HOLDERS. Shares
standing in the name of another corporation, when entitled to be voted,
may be voted by the president or vice-president or by proxy appointed
by the president or a vice-president of such other corporation, unless
some other person who has been appointed to vote such shares pursuant
to a bylaw or a resolution of the Board of Directors of such other
corporation presents a certified copy of such bylaws or resolution, in
which case such person may vote such shares. Any fiduciary may vote
shares standing in his name as such fiduciary, either in person or by
proxy.
Shares of its own stock directly or indirectly owned by this
corporation shall not be voted in any meeting and shall not be counted in
determining the total number of outstanding shares entitled to vote at any given
time, but shares of its own stock held by it in a fiduciary capacity may be
voted and shall be counted in determining the total number of outstanding shares
at any given time.
Section 10. INSPECTORS. At any meeting of stockholders, the
chairman of the meeting may, or upon the request of any stockholder
shall, appoint one or more persons as inspectors for such meeting. Such
inspectors shall ascertain and report the number of
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shares represented at the meeting based upon their determination of
the validity and effect of proxies, count all votes, report the
results and do such other acts as are proper to conduct the
election and voting with impartiality and fairness to all the
stockholders.
Each report of an inspector shall be in writing and signed by
him or by a majority of them if there be more than one inspector acting at such
meeting. If there is more than one inspector, the report of a majority shall be
the report of the inspectors. The report of the inspector or inspectors on the
number of shares represented at the meeting and the results of the voting shall
be prima facie evidence thereof.
Section 11. INFORMAL ACTION BY STOCKHOLDERS. Any action
required or permitted to be taken at a meeting of stockholders may be
taken without a meeting if a consent in writing, setting forth such
action, is signed by all the stockholders entitled to vote on the
subject matter thereof and any other stockholders entitled to notice of
a meeting of stockholders (but not to vote thereat) have waived in
writing any rights which they may have to dissent from such action, and
such consents and waivers are filed with the minutes of proceedings of
the stockholders. Such consents and waivers may be signed by different
stockholders on separate counterparts.
ARTICLE II
DIRECTORS
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Section 1. GENERAL POWERS. The business and affairs of the
corporation shall be managed by its Board of Directors.
Section 2. NUMBER, TENURE AND QUALIFICATION. The number of
directors of the corporation shall be that number set forth in the
Articles of Incorporation of the Corporation, or such other number as
may be designated from time to time by resolution of a majority of the
entire Board of Directors, provided, however, that the number of
Directors shall never be more than fifteen (15) nor less than the
minimum number required by Section 2-402 of the Corporations and
Associations Article of the Annotated Code of Maryland, as may be
amended from time to time, and further provided that the tenure of
office of a director shall not be affected by any decrease in the
number of directors. Each director shall serve until the next annual
meeting of stockholders and until his or her successor is elected and
qualifies.
Section 3. ANNUAL AND REGULAR MEETINGS. An annual meeting of
the Board of Directors shall be held promptly after the annual meeting
of stockholders, no notice other than this bylaw being necessary. The
Board of Directors may provide, by resolution, the time and place,
either within or without the State of Maryland, for the holding of
regular meetings of the Board of Directors without other notice than
such resolutions.
Section 4. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the President or by a
majority of the directors then in office. The person or persons
authorized to call special meetings of the Board of
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Directors may fix any place, either within or without the
State of Maryland, as the place for holding any special meeting of the
Board of Directors called by them.
Section 5. NOTICE. Notice of any special meeting to be
provided herein shall be given by written notice delivered personally,
telegraphed or mailed to each director at his business or residence at
least two (2) days prior to the meeting. Notice by mail shall be given
at least five (5) days prior to the meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States
mail properly addressed, with postage thereon prepaid. If notice is to
be given by telegram, such notice shall be deemed to be delivered when
the telegram is delivered to the telegraph company. Neither the
business to be transacted at, nor the purpose of, any annual, regular
or special meeting of the Board of Directors need be specified in the
notice, unless specifically required by statute or these Bylaws.
Section 6. QUORUM. A majority of the Board of Directors then
in office shall constitute a quorum for transaction of business at any
meeting of the Board of Directors, provided that, if less than a
majority of such number of directors are present at said meeting, a
majority of the directors present may adjourn the meeting from time to
time without further notice.
The directors present at a meeting which has been duly called
and convened may continue to transact business until adjournment,
notwithstanding the withdrawal of enough directors to leave less than a quorum.
Section 7. VOTING. The action of the majority of the directors
present at a meeting at which a quorum is present shall be the act of
the Board of Directors, unless the concurrence of a greater proportion
is required for such action by applicable statute or these Bylaws.
Section 8. VACANCIES. Any vacancy occurring in the Board of
Directors for any cause other than by reason of an increase in the
number of directors may be filled by a majority vote of the remaining
directors, although such majority is less than a quorum. Any vacancy
occurring in the Board of Directors by reason of an increase in the
number of directors may be filled by a majority vote of the entire
Board of Directors. A director elected by the Board of Directors to
fill a vacancy shall hold office until the next annual meeting of
stockholders or until his or her successor is elected and qualifies.
Section 9. INFORMAL ACTION BY DIRECTORS. Any action required
or permitted to be taken at any meeting of the Board of Directors may
be taken without a meeting, if a consent in writing to such action is
signed by all of the directors and such written consent is filed with
the minutes of the Board of Directors. Consents may be signed by
different directors on separate counterparts.
Section 10. COMPENSATION. Directors, as such, shall not
receive any stated salary for their services, but, by resolution of the
Board of Directors, a fixed sum and expenses of attendance, if any, may
be allowed to directors for attendance at each annual, regular or
special meeting of the Board of Directors, or of any committee thereof,
but
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nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity and
receiving compensation therefor.
Section 11. REMOVAL OF DIRECTORS. The stockholders may, at any
time, remove any director, with or without cause, by the affirmative
vote of a majority of all the votes entitled to be cast on the matter,
and may elect a successor to fill any resulting vacancy for the balance
of the term of the removed director.
ARTICLE III
COMMITTEES
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Section 1. NUMBER, TENURE AND QUALIFICATIONS. The Board of
Directors may appoint from among its members an Executive Committee and
other committees, composed of two or more directors, to serve at the
pleasure of the Board of Directors.
Section 2. DELEGATION OF POWER. The Board of Directors may
delegate to these committees in the intervals between meetings of the
Board of Directors any of the powers of the Board of Directors to
manage the business and affairs of the corporation, except those powers
which the Board of Directors is specifically prohibited from delegating
pursuant to Section 2-411 of the Corporations and Associations Article
in the Annotated Code of Maryland, as may be amended from time to time.
Section 3. MEETINGS. In the absence of any member of any such
committee, the members thereof present at such meeting, whether or not
they constitute a quorum, may appoint a member of the Board of
Directors to act in the place of such absent members.
Section 4. INFORMAL ACTION BY COMMITTEES. Any action required
or permitted to be taken at any meeting of a committee of the Board of
Directors may be taken without a meeting, if a written consent to such
action is signed by all members of the committee and such written
consent is filed with the minutes of proceedings of such committee.
Consents may be signed by different members of a committee on separate
counterparts.
ARTICLE IV
OFFICERS
Section 1. POWERS AND DUTIES. The officers of the corporation
shall be elected annually by the Board of Directors at the first
meeting of the Board of Directors held after each annual meeting of
stockholders. If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as may be
convenient. Each officer shall hold office until his successor is duly
elected and qualified or until his death, resignation or removal in the
manner hereinafter provided. Any two or more offices except President
and Vice-President may be held by the same person. Election or
appointment of an officer or agent shall not of itself create contract
rights between the corporation and such officer or agent.
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Section 2. REMOVAL. Any officer or agent elected or appointed
by the Board of Directors may be removed by the Board of Directors at
any time with or without cause, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.
Section 3. VACANCIES. A vacancy in any office may be filled by
the Board of Directors for the unexpired portion of the term.
Section 4. PRESIDENT. The President shall be the principal
executive officer of the corporation, shall in general supervise and
control all of the business and affairs of the corporation and shall
have such powers and perform such duties as generally pertain to that
position or as may, from time to time, be assigned to him by the Board
of Directors.
Section 5. SECRETARY. The Secretary shall (a) keep the minutes
of the proceedings of the stockholders and Board of Directors in one or
more books provided for that purpose; (b) see that all notices are duly
given in accordance with the provisions of these Bylaws or as required
by law; (c) be custodian of the corporate records and of the seal of
the corporation; (d) keep a register of the post office address of each
stockholder which shall be furnished to the Secretary by such
stockholder; (e) have general charge of the stock transfer books of the
corporation; and (f) in general perform all duties as from time to time
may be assigned to him by the President or by the Board of Directors.
Section 6. TREASURER. The Treasurer shall have the custody of
the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable effects in
the name and to the credit of the corporation in such depositaries as
may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the corporation as
may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and Board of Directors, at the
regular meetings of the Board or whenever they may require it, an account of all
his transactions as treasurer and of the financial condition of the corporation.
If required by the Board of Directors, the Treasurer shall
give the corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful performance of
the duties of his office and for the restoration to the corporation, in case of
his death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his or her possession or
under his or her control belonging to the corporation.
Section 7. OTHER OFFICERS. The Board of Directors may appoint
such other officers and agents as it shall deem necessary. The other
officers of the Corporation shall have such authority and perform such
duties as shall be prescribed by the Board of Directors or by officers
authorized by the Board of Directors to appoint them to their
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respective offices. To the extent that such duties are not so stated,
such officers shall have such authority and perform the duties which
generally pertain to their respective offices, subject to the control
of the President or the Board of Directors.
Section 8. ANNUAL REPORT. The President or other executive
officer of the corporation shall prepare or cause to be prepared
annually a full and correct statement of the affairs of the
corporation, including a balance sheet and a statement of the results
of operations for the preceding fiscal year, which shall be submitted
at the annual meeting of the stockholders and filed within twenty (20)
days thereafter at the principal office of the corporation in the State
of Maryland.
Section 9. SALARIES. The salaries of the officers shall be
fixed from time to time by the Board of 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
-------------------------------------
Section 1. CONTRACTS. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or to
execute and deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to specific
instances.
Section 2. 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
such officers or agents of the corporation and in such manner as shall
from time to time be determined by resolution of the Board of
Directors.
Section 3. 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 depositaries
as the Board of Directors, or officers of the corporation authorized by
the Board of Directors, may select.
ARTICLE VI
SHARES OF STOCK
---------------
Section 1. CERTIFICATES OF STOCK. Each stockholder shall be
entitled to a certificate or certificates which shall represent and
certify the number of shares of each class of stock owned by him or her
in the corporation. Each certificate shall be signed by the President
or a Vice President and countersigned by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer and may be sealed
with the corporate seal. The signatures may be either manual or
facsimile. Certificates shall be consecutively numbered. If the
corporation issues, from time to time, several classes of stock, each
class may have its own number or series. In case any officer who has
signed any certificate ceases to be an officer of the corporation
before the certificate is issued, the certificate may nevertheless be
issued by the corporation with the same effect as if the officer has
not ceased to be such officer as of the date of its issue. Each
certificate representing stock which is restricted or limited as to its
transferability or voting powers,
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which is preferred or limited as to its dividends or as to its
share of the assets upon liquidation or which is redeemable at the
option of the corporation, shall have a statement of such restriction,
limitation, preference or redemption provisions, or a summary thereof,
plainly stated on the certificate. In lieu of such statement or
summary, the corporation may set forth upon the face or back of the
certificate a statement that the corporation will furnish to any
stockholder, upon request and without charge, a full statement of such
information.
Section 2. TRANSFERS OF STOCK. Upon surrender to the
corporation or the transfer agent of the corporation of a certificate
of stock duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, the corporation shall issue a new
certificate to the person entitled thereto, cancel the old certificate
and record the transaction upon its books.
The corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in the 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 otherwise provided by the laws
of the State of Maryland.
Section 3. LOST CERTIFICATE. The Board of Directors may direct
a new certificate of be issued in the place of any certificate
theretofore issued by the corporation alleged to have been stolen, lost
or destroyed upon making of an affidavit of that fact by the person
claiming the certificate of stock to be stolen, lost or destroyed. When
authorizing such issue of a new certificate, the Board of Directors
may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such stolen, lost or destroyed
certificate or his legal representative to advertise the same in such
manner as it shall require and/or give bond, with sufficient surety, to
the corporation to indemnify it against any loss or claim which may
arise by reason of the issuance of a new certificate.
Section 4. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.
The Board of Directors may fix, in advance, a date as the record date
for the purpose of determining stockholders entitled to notice of, or
to vote at, any meeting of stockholders, or stockholders entitled to
receive payment of any dividend or the allotment of any rights, or in
order to make a determination of stockholders for any other proper
purpose. Such date, in any case, shall be not more than ninety (90)
days, and in case of a meeting of stockholders not less than ten (10)
days, prior to the date on which the meeting or particular action
requiring such determination of stockholders is to be held or taken.
In lieu of fixing a record date, the Board of Directors may
provide that the stock transfer books shall be closed for a stated period but
not to exceed twenty (20) days. If the stock transfer books are 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 ten (10) days
immediately preceding such meeting.
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If no record date is fixed and the stock transfer books are
not closed for the determination of stockholders, (a) the record date for the
determination of stockholders entitled to notice of, or to vote at, a meeting of
stockholders shall be at the close of business on the day on which the notice of
meeting is mailed or the 30th day before the meeting, whichever is the closer
date to the meeting; and (b) the record date for the determination of
stockholders entitled to receive payment of a dividend or an allotment of any
rights shall be at the close of business on the day on which the resolution of
the Board of Directors, declaring the dividend or allotment of rights, is
adopted.
When a determination of stockholders entitled to vote at any
meeting of stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof, except where the
determination has been made through the closing of the stock transfer books and
the stated period of closing has expired.
ARTICLE VII
FISCAL YEAR
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The Board of Directors shall have the power, from time to
time, to fix the fiscal year of the corporation by a duly adopted resolution.
ARTICLE VIII
DIVIDENDS
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Section 1. DECLARATION. Dividends upon the capital stock of
the corporation, subject to the provisions, if any, of the charter of
the corporation, may be declared by the Board of Directors at any
meeting, pursuant to law. Dividends may be paid in cash, property or
shares of the corporation, subject to the provisions of law and of the
charter.
Section 2. CONTINGENCIES. Before payment of any dividends,
there may be set aside out of any funds of the corporation available
for dividends such sum or sums as the Board of Directors may from time
to time, in its absolute discretion, think proper as a reserve fund to
meet contingencies, for equalizing dividends, for repairing or
maintaining any property of the corporation or for such other purpose
as the Board of Directors shall determine to be in the best interest of
the corporation, and the Board of Directors may modify or abolish any
such reserve in the manner in which it was created.
ARTICLE IX
SEAL
----
Section 1. SEAL. The corporate seal shall have inscribed
thereon the name of the corporation, the year of its organization and
the words "Incorporated Maryland". The Board of Directors may authorize
one or more duplicate seals and provide for the custody thereof.
Section 2. AFFIXING SEAL Whenever the corporation is required
to place its corporate seal to a document, it shall be sufficient to
meet the requirements of law, rule or
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regulation relating to a corporate seal to place the word
"(seal)" adjacent to the signature of the authorized officer.
ARTICLE X
STOCK LEDGER
------------
The corporation shall maintain at its principal office or at
the office of its counsel, accountants or transfer agent, an original or
duplicate stock ledger containing the names and addresses of all the
stockholders and the number of shares of each class held by each stockholder.
ARTICLE XI
INDEMNIFICATION
---------------
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.
In addition to any indemnification permitted by these Bylaws,
the Board of Directors shall, in its sole discretion, have the power to grant
such indemnification as it deems in the interest of the corporation to the full
extent permitted by law.
The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was serving the corporation or any
other entity at the request of the corporation, in any capacity, against any
liability, whether or not the corporation would have the power to indemnify him
against such liability.
This Article shall not limit the corporation's power to
indemnify against liabilities other than those arising from a person's serving
the corporation as an officer, director, employee or agent.
ARTICLE XII
WAIVER OF NOTICE
----------------
Whenever any notice is required to be given pursuant to the
charter or Bylaws of the corporation or pursuant to applicable law, 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. Neither the business to be transacted at nor the
purpose of any meeting need be set forth in the waiver of notice, unless
specifically required by statute. The attendance of any person at any meeting
shall constitute a waiver of notice of such meeting, except where such person
attends a meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened.
ARTICLE XIII
AMENDMENT OF BYLAWS
-------------------
Section 1. BY DIRECTORS. The Board of Directors shall have the
power, at any annual or regular meeting, or at any special meeting if
notice thereof be included in
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the notice of such special meeting, to alter or repeal any
Bylaws of the corporation and to make new Bylaws, except that the Board
of Directors shall not alter or repeal this Section or any Bylaws made
by the stockholders.
Section 2. BY STOCKHOLDERS. The Stockholders shall have the
power, at any annual meeting, or at any special meeting if notice
thereof be included in the notice of such special meeting, to alter or
repeal any Bylaws of the corporation and to make new Bylaws.