BYLAWS
OF
MPRI
(Adopted 18 November 1998)
ARTICLE I
Name
The name of the Corporation shall be MPRI, Inc. (formerly Military
Professional Resources, Inc.), whose principal office and place of business
shall be at 1201 East Abingdon Drive, Suite 425, Alexandria, Virginia 22314. The
business location may change as required.
ARTICLE II
Capital Stock
The aggregate number of shares that the Corporation shall have authority to
issue is 200,000 of no par value.
MPRI shall be an "S" Corporation until such time as it is no longer
qualified under law or a majority of outstanding shares vote to discontinue the
"S" status.
ARTICLE III
Stockholder Meetings
Stockholder meetings shall be held at any suitable location on a date
determined by the Chairman and agreed upon by the CEO. There shall be an annual
meeting of the stockholders during the fourth calendar quarter prior to 30
November of each year, for the purpose of electing directors, receiving
information on the company's financial performance, and voting on such other
issues as may be brought before the stockholders.
The Chairman of the Board, the CEO, or a number of stockholders
representing twenty or more percent of the outstanding shares of common stock
may call a special meeting of the stockholders by giving written notice to the
Secretary. Such special meetings shall take place within forty-five days of
proper notice filed with the Secretary.
Notice of each stockholder meeting shall be mailed to the stockholder's
address of record in the stock book not less than thirty days, or transmitted
telephonically or electronically directly to the stockholder not less than
twenty-one days, prior to a scheduled meeting. Stockholders are responsible for
filing changes of address, both electronic and mailing, with the Secretary.
The stockholders may at their discretion choose to elect the officers of
the Board of Directors through motions properly made and seconded in writing
prior to the annual stockholder meeting, or from the floor at the meeting,
provided that such motions are approved by the majority of the stock represented
in person or by proxy. Should the stockholders not so choose, the officers of
the Board shall be elected by the Board itself.
ARTICLE IV
Quorum of Stockholders
Except as hereinafter provided, and as otherwise provided by law, at any
meeting of the stockholders, a majority in interest of all the capital stock
issued and outstanding represented by stockholders of record in person or by
proxy, shall constitute a quorum. When a quorum is present at any meeting, a
majority of the stock represented shall decide any question brought before such
meeting, unless the question is one upon which by express provision of law, or
of the certificate of the Corporation or of these Bylaws, a larger and different
vote is required, in which case such expressed provision shall govern and
control the decision of such question.
ARTICLE V
Proxy and Voting
Stockholders of record may vote at any stockholder meeting either in person
or by proxy in writing. The proxy shall be presented to the Secretary before
being voted. Such proxies shall entitle the holders thereof to vote at any such
meeting, but shall not be valid after final adjournment thereof. Each
stockholder shall be entitled to one vote for each share of stock held.
Motions carried by majority vote of the stockholders shall not be altered
or overturned by the Board of Directors or the Executives of the Company.
ARTICLE VI
Board of Directors
The Board of Directors (the Board) shall consist of nine directors elected
by the stockholders for two-year terms. Terms shall be staggered. The Chief
Executive Officer of the Company shall serve as the tenth member of the Board.
The Board, at its discretion, may appoint up to four additional directors, for a
total of fourteen voting members.
A nominating committee consisting of the Chairman of the Board, the CEO,
and the Secretary shall nominate a slate of candidates for consideration at the
annual Stockholders Meeting. In addition, nominations may be presented from the
floor at stockholder meetings, and ballots shall provide for write-in
candidates.
The Board Officers shall be a Chairman, a Vice-Chairman, a Secretary, and a
Treasurer. The office of Secretary and Treasurer may be combined into a single
position if so voted. Board Officers may be elected by the Stockholders should
the Stockholders so choose, or by the Board itself, for one or two year terms
(see Article III).
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The Board may also appoint any or all of the eight Incorporators of MPRI as
Director Emeritus to serve one to three year terms. A Director Emeritus shall be
a nonvoting member serving in an honorary capacity and entitled to attend and
offer remarks during all regularly scheduled Board meetings.
Each Director shall have one vote, and the Chairman is a voting member.
Voting may be by voice, show of hands, or written ballot, as determined by the
Chairman.
The Board shall have an Executive Committee consisting of the Chairman of
the Board who shall also chair the Executive Committee, the Vice-Chairman of the
Board, the Secretary, the Treasurer, and the CEO. The CEO may not serve as the
Chairman of the Executive Committee. No more than two members of the Executive
Committee may be full time employees of the company.
ARTICLE VII
Powers of the Board of Directors
The Board of Directors is hereby vested with all the powers possessed by
the corporation itself, so far as not contrary to the laws of the State of
Delaware, the certificate of incorporation, or these Bylaws.
The Board shall exercise overall control of the Corporation. The
responsibilities of the Board shall include, but not be limited to, the
following:
Policy matters
Financial oversight
Distributions to shareholders
Monitor business operations
Corporate investments
Merger and acquisition actions
Corporate goals and objectives
Long range plans and programs
Legal and liability matters
Compensation packages for senior corporate officers
Fund corporate employee bonuses
Appoint and/or remove corporate officers
The Executive Committee shall act on behalf of the Board in discharging its
responsibilities to the stockholders for matters not requiring action by the
full Board under these Bylaws. The Committee shall, as a minimum, periodically
review the business activities and financial status of the corporation. The
Committee may, acting for the Board, approve the repurchase of any outstanding
shares of stock by the Corporation.
The removal or replacement of Corporate Officers and new stock issues or
options shall require a two-thirds majority vote of the Board of Directors for
approval. The Executive Committee may not decide on issues requiring a
two-thirds vote. Other decisions may be by majority vote, or made by the
Executive Committee on behalf of the Board.
ARTICLE VIII
Meeting of Directors
The Board of Directors shall meet each December as a minimum. The Chairman
may call additional Board meetings as deemed necessary.
The Chairman of the Board may, at his discretion, call for a vote of the
Directors on one or more specific issues by mail or electronic means without
calling a Board meeting. Such actions and votes shall be recorded, signed by the
Chairman, and entered into the minutes of the next meeting of the Board.
The Executive Committee shall, as a minimum, meet once each quarter that
Board meetings are not scheduled. The Committee Chairman may call additional
meetings as deemed necessary. The Committee shall compile reports of meetings
for insertion into the minutes at the next meeting of the Board, and shall
disseminate the reports to Directors following each Committee meeting.
ARTICLE IX
Quorum of Directors
A majority of the members of the Board of Directors, as constituted at the
time of the meeting, shall constitute a quorum for the transaction of business,
except that meetings deciding issues requiring a two-thirds majority vote will
require a minimum of three-quarters of the voting members present. Issues shall
be decided by majorities as described in Article VII.
Four of the five members of the Executive Committee, to include the
Committee Chairman, shall be present to constitute a Committee quorum.
ARTICLE X
Distributions
As long as MPRI remains an "S" Corporation, the stockholders shall receive
quarterly distributions to enable tax payments on profits. The exact percent of
each quarterly distribution shall be determined by the Executive Committee of
the Board of Directors or the Board itself, however, the amount shall never be
less than fifty percent of the quarter's apparent profits based upon a financial
review by the company's Certified Public Accountant. Four payments to
stockholders shall be made on or before the fifteenth of the tax month for the
quarter.
Stockholders shall be furnished prior to, or at, the annual meeting, a
balance sheet reflecting the financial condition of the corporation through the
second quarter of the current calendar year.
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ARTICLE XI
Corporate Officers and Responsibilities
The Officers of the Corporation shall be: the President and Chief Executive
Officer (CEO); the Executive Vice President and Chief Operating Officer (COO);
the Senior Vice President and Chief Financial Officer (CFO); the Senior Vice
Presidents and General Managers of Business Groups; and such other Vice
Presidents as the Board appoints.
The CEO, subject to review by the Executive Committee or the Board, shall
prescribe the duties of Company Officers.
The CEO shall be the senior Corporate Officer, serve as the General Manager
of the company, and be responsible to the Board for the profit/loss of the
business (the Board is responsible to the stockholders). The CEO
responsibilities include hiring and/or replacement of all corporate staff
employees; setting salaries and bonuses for all corporate staff employees other
than the management team; agreements and contracts; allocating resources and
establishing priorities; and compliance with directions or guidance given by the
Board or the Executive Committee.
The COO shall be the number two ranking executive in the company, assist
the CEO as required, and act in his place during periods of non-availability.
The COO may, if so appointed by the Board or designated by the CEO, serve in an
additional capacity as the General Manager of the company's administrative and
support staff elements.
The company shall have a Management Team to control the normal activities
of the business. The Management Team shall be comprised of the CEO, COO, CFO,
and the Senior Vice Presidents and General Managers of the Business Groups. The
Board of Directors shall control bonuses and other incentive awards for the
Management Team.
Program and Project Managers, unless designated as Vice Presidents, are not
corporate officers.
ARTICLE XII
Checks and Vouchers
All checks and vouchers of the Corporation shall be signed by such person
or persons as may be designated by the Board of Directors or the Executive
Committee and all funds of the Corporation shall be deposited in the depository
or depositories designated by the Board or the Committee.
ARTICLE XIII
Resignations and Removals
Any Director or officer of the Corporation may resign at any time by giving
written notice to the Board of Directors, the Chairman, the President or the
Secretary to the Corporation.
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Any such notice shall take effect at the time specified therein, or if the time
is not specified therein, upon the acceptance of such notice by the Board of
Directors. Any officer of the Corporation may be removed by the Board for cause
by a two-thirds majority vote.
The stockholders, at any meeting called for the purpose, may by majority
vote remove from office any Director or company officer, and elect or appoint
his successor.
ARTICLE XIV
Vacancies
If the office of any Director or Officer becomes vacant by reason of death,
resignation, removal, disqualification, or otherwise, the Board may choose a
successor or successors, who shall hold office for the unexpired term. Vacancies
on the Board of Directors may be left unfilled or may be filled for the
unexpired term by the stockholders at a meeting called for that purpose,
otherwise such vacancies shall be filled by the Board of Directors.
ARTICLE XV
Certificate of Stock
Every stockholder shall be entitled to a certificate, or certificates, of
the capital stock of the corporation in such form as may be prescribed by the
Board of Directors, duly numbered and sealed with the Corporate Seal of the
Corporation, setting forth the number and kind of shares. Such certificates
shall be signed by the President or the Chairman and Secretary of the
Corporation. Stockholders must be U.S. citizens.
ARTICLE XVI
Transfer of Stock
Subject to the restrictions contained herein, shares of stock may be
transferred by delivery of the certificates accompanied either by an assignment
in writing on the back of the certificates, or by a written power of attorney to
sell, assign and transfer the same on the books of the Corporation, signed by
the person appearing by the certificate to be the owner of the shares
represented thereby, together with all necessary forms, federal and state
transfer so assigned or endorsed. The person registered on the books of the
Corporation as the owner of any share of stock shall be entitled to all the
rights of ownership with respect to such shares. It shall be the duty of every
stockholder to notify the Corporation of his designated mailing address.
ARTICLE XVII
Restrictions on Transfer of Stock
Restrictions on the transfer of stock, if any, and as set by the Board must
be annotated on the back of the stock certificate.
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ARTICLE XVIII
Transfer Books
The Transfer Books of the stock of the Corporation may be closed for a
period not exceeding thirty (30) days in anticipation of the annual
stockholders' meeting as the Board of Directors may determine. In lieu of
closing the transfer books, the Board of Directors may fix a day not more than
thirty (30) days prior to the day of holding any meeting of stockholders as the
day as of which stockholders entitled to notice of and to vote at such meetings
shall be determined, and only stockholders of record on such day shall be
entitled to notice of, or to vote at such meeting.
ARTICLE XIX
Loss of Certificates
In case of the loss, mutilation or destruction of a certificate of stock, a
duplicate of the certificate may be issued upon such terms as the Board of
Directors shall prescribe.
ARTICLE XX
Seal
The seal of the Corporation shall consist of a flat-faced circular die with
"CORPORATE SEAL" in the center and the name of the Corporation around the outer
border.
ARTICLE XXI
Amendments
Bylaws of the Corporation, regardless of whether made by the stockholders
or by the Board of Directors, may be amended, added to, or repealed by a
two-thirds vote of the Board of Directors or a majority vote of the
stockholders.
APPROVED AND ADOPTED at a meeting of Board of Directors 3 March, 1988.
AMENDED BY THE BOARD OF DIRECTORS:
18 December 1991
15 December 1992
15 December 1993
17 December 1996
AMENDED BY THE STOCKHOLDERS:
18 November 1998
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MPRI, INC.
Action Taken By Written
Consent of the Sole Stockholder
June 30, 2000
The undersigned, being the sole stockholder of MPRI, Inc. a Delaware
corporation (the "Corporation"), acting without a meeting does hereby take the
following action:
RESOLVED, that, in accordance with the By-laws of the Corporation,
Vernon B. Lewis, Jr., Joseph J. Went, John W. Foss, Ronald H.
Griffith, Raphael J. Hallada, Carl E. Vuono, Richard G. Trefry, Carl
W. Stiner, Jack N. Marritt, Stanley A. Arthur, Gordon R. Sullivan,
J.H. Binford Peay, III, Richard I. Neal and James L. Jarnerson be, and
hereby are, removed as directors of the Corporation effective as of
the date hereof; and that, to fill one of the vacancies created by the
removal of all existing directors of the Corporation, Christopher C.
Cambria be, and hereby is, elected to serve as a director of the
Corporation, to hold office until the next annual meeting of
stockholders and until his successor is duly elected and qualified or
until removed from office; and that the By-laws of the Corporation be,
and hereby are, amended to provide that the Board of Directors shall
be comprised of one single director and that the first paragraph of
Article VI of the By-laws is hereby deleted and replaced in its
entirety as follows:
"The Board of Directors shall initially consist of one director
and may consist of between one and nine directors as hereafter
determined by resolution of the Board of Directors establishing
the number of directors from time to time. Directors shall serve
until their replacement is duly elected by the stockholders of
the Company".
IN WITNESS WHEREOF, the undersigned stockholder has executed this Consent
as of the date written above.
L-3 COMMUNICATIONS CORPORATION
By: /s/ Christopher C. Cambria
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Christopher C. Cambria
Vice President