AMENDED BY-LAWS
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OF
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APCOM, INC.
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ARTICLE I - PRINCIPAL OFFICE
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The principal office of the Corporation shall be located at 625
Lofstrand Lane, Rockville, Maryland 20850.
The Corporation may also maintain offices at such other places as the
Board of Directors may from time to time determine.
ARTICLE II - MEETINGS OF STOCKHOLDERS
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Section 1. - Annual Meetings
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The annual meeting of the stockholders of the Corporation shall be held
on a day duly designated by the Board of Directors within three (3)
months of the end of the fiscal year of the Corporation, if not a legal
holiday, and if a legal holiday then the next succeeding day not a
legal holiday for the purpose of electing directors and transacting
such other business as may properly come before the meeting.
Section 2. - Special Meetings
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Special meetings of the stockholders may be called at any time by the
Chairman of the Board, the President or Vice-President and shall be
called by the President or Secretary at the written request of a
majority of the Board of Directors or upon the request of stockholders
holding at least ten percent (10%) of the issued and outstanding stock
of the Corporation. Business transacted at all special meetings of
stockholders shall be confined to the purpose or purposes stated in the
notice of the meeting.
Section 3. - Place of Meetings
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All meetings of stockholders shall be held at the principal office of
the Corporation, or at such other places as the Board of Directors may
select, or as shall be designated in the respective notices or waivers
of notice of such meetings.
Section 4. - Notice of Meetings
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(a) Except as otherwise provided by statute, written notice or
each meeting of stockholders, whether annual or special,
stating the purpose for which the meeting is called, and the
time when and place where it is to be held, shall be served
either personally or by mail, not less than twenty (20) nor
more than forty (40) days before the meeting, upon each
stockholder of record entitled to vote at such meeting. If
mailed, such notice shall be directed to each such stockholder
at his
address as it appears on the stock books of the Corporation,
unless he shall have previously filed with the Secretary of
the Corporation a written request that notices intended for
him be mailed to some other address, in which case it shall
be mailed to the address designated in such request.
(b) Notice of any meeting need not be given to any person who may
become a stockholder of record after the mailing of such
notice and prior to the meeting, or to any stockholder who
attends such meeting in person or by proxy, or to any
stockholder who, in person or by attorney thereunto
authorized, waives notice of any meeting in writing either
before or after such meeting. Notice of any adjourned meeting
of stockholders need not be given, unless otherwise required
by statute.
Section 5. - Quorum
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(a) Except as otherwise provided herein, or by statute, or in the
Certificate of Incorporation (such Certificate and any
amendments thereof being hereinafter collectively referred to
as the "Certificate of Incorporation"), at all meetings of
stockholders of the Corporation, the presence in person or by
proxy of stockholders holding of record a majority of the
total number of shares of the Corporation, then issued and
outstanding and entitled to vote, shall be necessary and
sufficient to constitute a quorum for the transaction of any
business.
(b) In the absence of a quorum at any annual or special meeting of
stockholders, the stockholders present in person or by proxy
and entitled to vote thereat or, if by proxy, any officer
authorized to preside at or act as Secretary of such meeting,
may adjourn the meeting from time to time for a period not
exceeding twenty (20) days at such adjourned meeting at any
one time until a quorum shall be present. At any such
adjourned meeting at which a quorum is present, any business
may be transacted which might have been transacted at the
meeting as originally called if a quorum has been present.
Section 6. - Conduct of Meeting/Voting
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(a) At each meeting of stockholders, a full, true and complete
list of all stockholders entitled to vote at such meeting,
showing the number and class of shares held by each and
certified by the transfer agent for such class or by the
Secretary, shall be furnished by the Secretary.
(b) Except as otherwise provided herein, or by statute, or by the
Certificate of Incorporation, the affirmative vote of those
holding of record in the aggregate at least a majority of the
issued and outstanding shares of stock present in person or by
proxy and entitled to vote at a meeting of stockholders with
respect to a question or matter brought before such meeting
shall be necessary and sufficient to decide such question or
matter.
(c) Except as otherwise provided by statute, or by the Certificate
of Incorporation, at each meeting of stockholders, each holder
of record of stock of the Corporation
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entitled to vote thereat shall be entitled to one (1) vote
for each share of stock held by him and registered in his
name on the books of the Corporation.
(d) Notwithstanding the foregoing or any other provision contained
in these By-Laws, at each election of directors, every
stockholder shall be entitled to as many votes as shall equal
the number of votes which (except for this provision as to
cumulative voting) he would be entitled to cast for the
election of directors with respect to his shares multiplied by
the number of directors to be elected, and he may cast all
such votes for a single director, or may distribute them among
the number to be voted for, or any two or more of them, as he
may see fit.
(e) Each stockholder entitled to vote may vote by proxy, provided,
however, that the instrument authorizing such proxy to act
shall have been executed in writing by the stockholder
himself, or by his attorney-in-fact thereunto duly authorized
in writing. No proxy shall be valid after the expiration of
eleven (11) months from the date of its execution, unless the
person executing it shall have specified therein the length of
time it is to continue in force. Such instrument shall be
exhibited to the Secretary at the meeting and shall be filed
with the records of the Corporation.
(f) Any share of stock, title to which is owned by a corporation,
may be voted or other action taken with respect to such
shares by a duly authorized officer of such corporation
owning such stock, or by means of a proxy as provided for in
subsection (d). Prior to any meeting, whether annual or
special, the proper officer of a corporation owning shares
of this Corporation shall certify to the secretary of the
meeting that he is an officer of such corporation and such
appointment is in full force and effect. This provision may
be satisfied by a written certification which shall be
issued by the secretary of the corporate shareholder to the
secretary of this corporation, attesting to its current
officers and the status of their appointment. Such
certification shall be continuing in nature until the
secretary hereof is otherwise notified to the contrary by a
new certification, in writing.
(g) At all meetings of stockholders, unless the voting is
conducted by inspectors, the proxies and ballots shall be
received, and all questions touching the qualification of
voters and the validity of proxies and the acceptance or
rejection of votes shall be decided by the Chairman of the
meeting. If demanded by stockholders, present in person or
by proxy, entitled to cast ten percent (10%) or more in
number of votes entitled to be cast, or if ordered by the
Chairman, the vote upon any election or question shall be
taken by ballot and, upon like demand or order, the voting
shall be conducted by two inspectors, in which event the
proxies and ballots shall be received, and all questions
touching the qualification of voters and the validity of
proxies and the acceptance or rejection of votes, shall be
decided by such inspectors. Unless so demanded or ordered,
no vote need be by ballot and voting need not be conducted
by inspectors. The stockholders at any meeting may choose an
inspector or inspectors to act at such meeting, and in
default of such election the Chairman of the meeting may
appoint an inspector or inspectors. No candidate for
election as a director at a meeting shall serve as an
inspector thereat.
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(h) Any resolution in writing, signed by all of the stockholders
entitled to vote thereon, shall be and constitute action by
such stockholders to the effect therein expressed, with the
same force and effect as if the same had been duly passed by
unanimous vote at a duly called meeting of such stockholders,
and it shall be the duty of the Secretary to place such
resolution so signed in the Minute Book of the Corporation
under its proper date.
ARTICLE III - BOARD OF DIRECTORS
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Section 1. - Number, Election and Term of Office
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(a) The number of the directors of the Corporation shall be three,
provided that: (i) If there is no stock outstanding the number
of directors may be less than three but not less than one; and
(ii) If there is stock outstanding and so long as there are
less than three stockholders, the number of directors may be
less than three but not less than the number of stockholders.
A majority of the Board of Directors may increase the number
of directors within the maximum limits specified in the
Certificate of Incorporation, and, if any such increase shall
be deemed to create any vacancies in the Board, they shall be
filled in the manner prescribed in Section 8 of this Article
III.
(b) Except as herein or in the Certificate of Incorporation
otherwise provided, the members of the Board of Directors of
the Corporation, who need not be stockholders, shall be
elected by the vote of stockholders holding of record in the
aggregate at least a plurality of the shares of stock of the
Corporation present in person or by proxy and entitled to vote
at the annual meeting of stockholders.
(c) Each director shall hold office until the annual meeting of
the stockholders next succeeding his election and until his
successor is elected and qualified or until his prior death,
resignation or removal.
Section 2. - Duties, Powers and Committees
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(a) The Board of Directors shall be responsible for the control
and management of the affairs, property and interests of the
Corporation, and may exercise all powers of the Corporation
except as herein provided, in the Certificate of
Incorporation, or by statute expressly conferred upon or
reserved to the stockholders.
(b) The Board of Directors may create and appoint committees to
assist the directors in the conduct of the Corporation's
affairs.
Section 3. - Annual and Regular Meetings - Notice
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(a) A regular annual meeting of the Board of Directors shall be
held immediately following the annual meeting of the
stockholders at the place of such annual meeting of
stockholders.
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(b) The Board of Directors from time to time may provide by
resolution for the holding of other regular meetings of the
Board of Directors, and may fix the time and place thereof.
(c) Notice of any regular meeting of the Board of Directors shall
not be required to be given; provided, however, that in case
the Board of Directors shall fix or change the time or place
of any regular meeting, notice of such action shall be mailed
promptly to each director who shall not have been present at
the meeting at which such action was taken, addressed to him
at his residence or usual place of business, unless such
notice shall be waived in the manner set forth in paragraph
(c) of Section 4 of this Article III.
Section 4. - Special Meetings - Notice
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(a) Special meetings of the Board of Directors shall be held
whenever called by the President, or by one of the directors,
at such time and place as may be specified in the respective
notices or waivers of notice thereof.
(b) Except as otherwise required by statute, notice of such
special meetings shall be mailed directly to each director,
addressed to him at his residence or usual place of business,
at least five (5) days before the date on which the meeting is
to be held, or shall be sent to him at such place by telegram,
radio or cable, or shall be delivered to him personally not
later than seventy-two (72) hours before the time the meeting
is to be held.
(c) Notice of any special meeting shall not be required to be
given to any director who shall attend such meeting in person
or to any director who shall waive notice of such meeting in
writing or by telegram, radio or cable, whether before or
after the time of such meetings; and any such meeting shall be
a legal meeting without any notice thereof having been given,
if all the directors shall be present thereat. Notice of any
adjourned meeting shall not be required to be given.
Section 5. - Chairman
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At all meetings of the Board of Directors, the Chairman of the Board
shall preside or in the event no Chairman has previously been selected,
then the President of the Corporation shall preside, or in his absence,
a Chairman chosen by the directors for such meeting shall preside.
Section 6. - Quorum
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(a) At all meetings of the Board of Directors, the presence of a
majority of the total number of directors shall be necessary
and sufficient to constitute a quorum for the trans action of
business, except as otherwise provided by law, by the Articles
of Incorporation, or by these By-Laws.
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(b) A majority of the directors present at the time and place of
any regular or special meeting, although less than a quorum,
may adjourn the same from time to time without further notice,
until a quorum shall be present.
Section 7. - Manner of Acting
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(a) At all meetings of the Board of Directors, each director
present shall have one (1) vote, irrespective of the number of
shares of stock, if any, which he may hold.
(b) Except as otherwise provided by statute, by the Certificate of
Incorporation, or by these By-Laws, the action of a majority
of the directors present at any meeting at which a quorum is
present shall be the act of the Board of Directors.
(c) Any action required or permitted to be taken at a meeting of
the Board of Directors or of a committee of the Board may be
taken without a meeting, if an unanimous written consent which
sets forth the action is signed by each member of the Board or
committee and filed with the minutes of the proceedings of the
Board or committee.
(d) Members of the Board of Directors may participate in a meeting
by means of a conference telephone or similar communications
equipment if all persons participating in the meeting can hear
each other at the same time. Participation in a meeting by
these means constitutes presence in person at a meeting.
Section 8. - Vacancies
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Any vacancy in the Board of Directors occurring by reason of an
increase in the number of directors or by reason of the death,
resignation, disqualification, removal or inability to act of any
director, or otherwise, shall be filled with respect to the unexpired
portion of the term of such former director by a majority vote of the
remaining directors, though less than a quorum, at any regular meeting
or special meeting of the Board of Directors called for that purpose.
Similarly, and in the event that number of directors is increased
pursuant to these by-laws, the additional directors so provided shall
be elected by a majority of the entire Board of Directors already in
office, and shall hold office until the next annual meeting of the
stockholders and thereafter until his or their successors are duly
elected and qualified.
Section 9. - Resignation
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Any director may resign at any time by giving written notice to the
Board of Directors, the President or the Secretary of the Corporation.
Unless otherwise specified in such written notice, such resignation
shall take effect upon receipt thereof by the Board of Directors or
such officer, and the acceptance of such resignation shall not be
necessary to make it effective.
Section 10. - Removal
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Subject to any provision of law, any director may be removed with or
without cause at any time by the affirmative vote of stockholders
holding of record in the aggregate at least a majority of the
outstanding shares of stock of the Corporation, given at a special
meeting of the stockholders called for the purpose.
Section 11. - Compensation
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By resolution of the Board of Directors a fixed sum and expenses, if
any, for attendance at each regular or special meeting of the Board of
Directors or of committees thereof, and other compensation for their
services as such or on committees of the Board of Directors, may be
paid to directors. A director who serves the Corporation in any other
capacity may not also receive compensation for such other services.
Section 12. - Contracts
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(a) No contract or other transaction between this Corporation and
any other corporation shall be impaired, affected or
invalidated, nor shall any director be liable in any way by
reason of the fact that any one or more of the directors of
this Corporation is or are interested in, or is a director or
officer, or are directors or officers of such other
corporation, provided that such facts are disclosed or made
known to the Board of Directors and approved in the manner set
forth in Subsection (b) below.
(b) Any director, personally and individually, may be a party to
or may be interested in any contract or transaction of this
Corporation, and no director shall be liable in any way by
reason of such interest, provided that the fact of such
interest be disclosed or made known to the Board of
Directors, and provided that the Board of Directors shall
authorize, approve or ratify such contract or transaction by
the vote (not counting the vote of any such director) of a
majority of a quorum, notwithstanding the presence of any
such director at the meeting at which such action is taken.
Such director or directors may be counted in determining the
presence of a quorum at such meeting. This Section shall not
be construed to impair or invalidate or in any way affect
any contract or other transaction which would otherwise be
valid under the law (common, statutory or otherwise
applicable thereto).
ARTICLE IV - OFFICERS
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Section 1. - Number, Qualifications, Election and Term of Office
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(a) The officers of the Corporation shall consist of a President,
one or more Vice-Presidents, a Secretary, a Treasurer, and
such number of Assistant Secretaries and Assistant Treasurers
as the Board of Directors may from time to time deem
advisable. The President shall be and remain a director of the
Corporation during the term of his office. Any other officer
may, but is not required to, be a director of the Corporation.
Any two or more offices, except the offices of President and
Vice-President, may be held by the same person.
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(b) The officers of the Corporation shall be elected by the Board
of Directors at the regular annual meeting of the Board
following the annual meeting of stockholders.
(c) Each officer shall hold office until the annual meeting of the
Board of Directors next succeeding his election and until his
successor shall have been elected and qualified, or until his
death, resignation or removal.
Section 2. - Resignation
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Any officer may resign at any time by giving written notice of such
resignation to the Board of Directors or to the President or the
Secretary of the Corporation. Unless otherwise specified in such
written notice, such resignation shall take effect upon receipt thereof
by the Board of Directors or by such officer, and the acceptance of
such resignation shall not be necessary to make it effective.
Section 3. - Removal
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(a) Any officer specifically designated in Section 1 of this
Article IV may be removed, either with or without cause, and a
successor elected, by a majority vote of the Board of
Directors, at a regular or special meeting.
(b) The officers and agents appointed in accordance with the
provisions of Section 11 of this Article IV may be removed,
either with or without cause, by a majority vote of the Board
of Directors, at a regular or special meeting, or by any
superior officer or agent upon whom such power of removal
shall have been conferred by the Board of Directors.
Section 4. - Vacancies
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(a) A vacancy in any office specifically designated in Section 1
of this Article IV, by reason of death, resignation, inability
to act, disqualification removal, or any other cause, shall be
filled for the unexpired portion of the term by a majority
vote of the board of Directors at any regular or special
meeting.
(b) In the case of a vacancy occurring in the office of an officer
or agent appointed in accordance with the provisions of
Section 11 of this Article IV, such vacancy may be filled by
vote of the Board of Directors or by any officer or agent upon
whom such power shall have been conferred by the Board of
Directors.
Section 5. - President
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The President shall be the chief executive officer of the Corporation
and, subject to the direction of the Board of Directors, shall have
general charge of the business affairs and property of the Corporation
and general supervision over its officers and agents. He shall, if
present, preside at all meetings of the Board of Directors and at all
meetings of stockholders. In general, he shall perform all
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duties incident to the office of President, and shall see that all
orders and resolutions of the Board of Directors are carried into
effect.
Section 6. - Vice-President
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During the absence or disability of the President, the Vice-President
or, if there be more than one, the Vice-President designated by the
Board of Directors as Executive Vice-President shall exercise all the
functions of the President, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the President.
Each Vice-President shall have such powers and discharge such duties as
may be assigned to him from time to time by the Board of Directors.
Section 7. - Secretary
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The Secretary shall:
(a) Record all of the proceedings of the meetings of the
stockholders and Board of Directors in a book to be kept for
that purpose;
(b) Cause all notices to be duly given in accordance with the
provisions of these By-Laws and as required by statute;
(c) Be custodian of the records and of the seal of the
Corporation, and cause such seal to be affixed to all
certificates representing stock of the Corporation prior to
their issuance, and to all instruments, the execution of which
on behalf of the Corporation under its seal shall have been
duly authorized in accordance with these By-Laws;
(d) If required to do so by these By-Laws, prepare or cause to be
prepared, and submit at each meeting of the stockholders, a
certified list in alphabetical order of the names of the
stockholders entitled to vote at such meeting, together with
the number of shares of the respective class of stock held by
each;
(e) See that the books, reports, statements, certificates and all
other documents and records of the Corporation required by
statute are properly kept and filed; and
(f) In general, perform all duties incident to the office of
Secretary and such other duties as are given to him by these
By-Laws, or as from time to time may be assigned to him by the
Board of Directors or the President.
Section 8. - Assistant Secretaries
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Whenever requested by or in the absence or disability of the Secretary,
the Assistant Secretary designated by the Secretary (or in the absence
of such designation, the Assistant Secretary designated by the Board of
Directors) shall perform all the duties of the Secretary, and when so
acting shall have all the powers of, and be subject to all the
restrictions upon, the Secretary.
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Section 9._- Treasurer
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The Treasurer shall:
(a) Have charge of and supervision over and be responsible for the
funds, securities, receipts and disbursements of the
Corporation;
(b) Cause the monies and other valuable effects of the Corporation
to be deposited in the name and to the credit of the
Corporation in such banks or trust companies as the Board of
Directors may select; or as may be selected by any officer or
officers or agent or agents authorized to do so by the Board
of Directors;
(c) Cause the funds of the Corporation to be disbursed by checks
or drafts, with such signatures as may be authorized by the
Board of Directors, upon the authorized depositories of the
Corporation, and cause to be taken and preserved proper
vouchers for all monies disbursed;
(d) Render to the President or the Board of Directors, whenever
requested, a statement of the financial condition of the
Corporation and all of his transactions as Treasurer; and
render a full financial report at the annual meeting of the
stockholders if called upon to do so;
(e) Keep the books of account of all the business and transactions
of the Corporation;
(f) Be empowered to require from all officers or agents of the
Corporation reports or statements giving such information as
he may desire with respect to any and all financial
transactions of the Corporation; and
(g) In general, perform all duties incident to the office of
Treasurer and such other duties as are given to him by these
By-Laws or as from time to time may be assigned to him by the
Board of Directors or the President.
Section 10. - Assistant Treasurers
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Whenever requested by or in the absence or disability of the Treasurer,
the Assistant Treasurer designated by the Treasurer (or in the absence
of such designation, the Assistant Treasurer designated by the Board of
Directors) shall perform all the duties of the Treasurer, and when so
acting, shall have all the powers of, and be subject to all the
restrictions upon, the Treasurer.
Section 11. - Subordinate Officers and Agents
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The Board of Directors may from time to time appoint other officers and
agents as it may deem necessary or advisable to hold office for such
period, have such authority and perform such duties as the Board of
Directors may from time to time determine. The Board of Directors may
delegate to any officer or agent the power to appoint any such
subordinate officers or agents, and to prescribe their respective terms
of office, authorizations and duties.
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Section 12. - Salaries
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Except as otherwise provided in the Certificate of Incorporation, the
salaries or other compensation 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 or any compensation by reason of the fact
that he is also a director of the Corporation. The Board of Directors
may delegate to any officer or agent the power to fix from time to time
the salaries or other compensation of officers or agents appointed in
accordance with the provisions of Section 11 of this Article IV.
Section 13. - Sureties and Bonds
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In case the Board of Directors shall so require, any officer or agent
of the Corporation shall execute to the Corporation a bond in such sum
and with such surety or sureties as the Board of Directors may direct,
conditioned upon the faithful performance of his duties to the
Corporation, including responsibility for negligence and for the
accounting for all property, funds or securities of the Corporation
which may come into his hands.
ARTICLE V - SHARES OF STOCK
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Section 1. - Certificates of Stock
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(a) The certificates of stock of the Corporation shall be numbered
and shall be entered in the books of the Corporation as they
are issued. They shall exhibit the holder's name and the
number of shares, and shall be signed by (i) the President or
a Vice-President, and (ii) the Secretary or Treasurer, or any
Assistant Secretary or Assistant Treasurer, and may bear the
corporate seal.
(b) There shall be entered on the stock books of the Corporation,
at the time of the issuance of each share, the number of the
certificate issued, the kind of certificate issued, the name
of the person owning the shares represented thereby, the
number of such shares, and the date of issuance thereof. Every
certificate exchanged or returned to the Corporation shall be
marked "cancelled" with the date of cancellation.
Section 2. - Lost or Destroyed Certificates
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The holder of any shares of stock of the Corporation shall immediately
notify the Corporation of any loss or destruction of the certificate
representing the same. The Corporation may issue a new certificate in
the place of any certificate theretofore issued by it alleged to have
been lost or destroyed, and the Board of Directors may require the
owner of the lost or destroyed certificate, or his legal
representatives, to give the Corporation a bond in such sum as the
Board may direct, and with such surety or sureties as may be
satisfactory to the Board, to indemnify the Corporation against any
claim that may be made against it on account of the alleged loss or
destruction of any such certificate. A new certificate
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may be issued without requiring any bond when, in the judgment of the
Board of Directors, it is proper so to do.
Section 3. - Transfers of Shares
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(a) Transfers of shares of the capital stock of the Corporation
shall be made on the transfer books of the Corporation by the
holder of record thereof, in person or by his duly authorized
attorney, upon surrender. and cancellation of the certificate
or certificates representing such shares.
(b) The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the absolute owner
thereof for all purposes and, accordingly, shall not be bound
to recognize any legal, equitable or other claim to, or
interest in such share or shares on the part of any other
person, whether or not they shall have express or other notice
thereof, except as otherwise expressly provided by law.
Section 4. - Closing of Transfer Books
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The Board of Directors may set a record date or direct that the stock
transfer books be closed for a stated period for the purpose of making
any proper determination with respect to stockholders, including which
stockholders are entitled to notice of a meeting, vote at a meeting,
receive a dividend, or be allotted other rights. The record date may
not be more than ninety (90) days before the date on which the action
requiring the determination will be taken; the transfer books may not
be closed for a period longer than twenty (20) days; and, in the case
of a meeting of stockholders, the record date of the closing of the
transfer books shall be at least ten (10) days before the date of the
meeting.
Section 5. - Agreements
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Whenever two or more stockholders shall enter into a written agreement
respecting their shares of stock in the Corporation, and shall deposit
such agreement with the Corporation, the Board of Directors shall have
the power to provide by resolution that the shares of capital stock
owned by the signatory stockholders shall be transferable only in
accordance with the provisions of such agreement, and may direct that a
reference to such agreement be endorsed upon every certificate of stock
affected thereby.
ARTICLE VI - DIVIDENDS
----------------------
Subject to applicable law, dividends may be declared and paid out of
any funds available therefor, as often, in such amounts, and at such time or
times as the Board of Directors may determine. However, notwithstanding the
above, in addition to any other dividends that may be declared, the holders of
the common stock of the Corporation shall be entitled, within eight and one-half
(8-1/2) months after the end of each fiscal year of the Corporation, to receive
and the Board of Directors shall declare dividends as and for such fiscal year
then ended, as follows: in the event the accumulated surplus of the Corporation
for years prior to the year most recently
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ended exceeds the sum of Fifty Thousand Dollars ($50,000.00), then no less than
one-half (1/2) of the amount of such after tax earnings for such fiscal year
shall be declared and paid as a dividend in the shares of common stock pro-rata
in proportion to the then holdings of each stockholder; provided, however that
such dividend shall otherwise comply with the provisions of law regulating the
declaration and payment of dividends. The terms "net income" and `accumulated
surplus" shall have the meanings normally given such terms and shall be
determined by the accounting firm regularly employed by the Corporation using
the full accrual method of accounting under generally accepted accounting
principles consistently applied from year to year. The right to receive all or a
portion of the dividends required to be declared and paid hereby may be waived
for any particular year by the approval of the holders of not less than ninety
percent of the issued and outstanding shares of stock of the Corporation (not
less than, eighty percent (80%) of the issued and outstanding shares of stock of
the Corporation in the event and after Microdyne Corporation exercises a stock
option pursuant to Section I E of a Shareholder Agreement dated May 4, 1984).
This provision shall become effective for fiscal years of the Corporation ending
after October 31, 1986.
ARTICLE VII - EXECUTION OF INSTRUMENTS
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All checks, drafts, bills of exchange, acceptances, bonds,
endorsements, notes or other obligations, or evidences of indebtedness of the
Corporation, and all deeds, mortgages, indentures, bills of sale, conveyances,
endorsements, assignments, transfers, block powers or other instruments of
transfer, contracts, agreements, dividend or other orders, powers of attorney,
proxies, waivers, consents, returns, reports, certificates, demands, notices or
documents, and other instruments or rights of any nature, shall be signed,
executed, verified, acknowledged and delivered by the President, Vice-President
or an assistant Vice-President and countersigned by the Treasurer, and assistant
Treasurer, Secretary or an assistant Secretary.
ARTICLE VIII - FINANCE
----------------------
Section 1. Annual Statement of Affairs.
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There shall be prepared annually a full and correct statement of the
affairs of the Corporation, to include a balance sheet and a financial
statement of operations for the preceding fiscal year. The statement of
affairs shall be submitted at the annual meeting of the stockholders
and, within twenty (20) days after the meeting, placed on file at the
Corporation's principal office. Such statement shall be prepared or
caused to be prepared by such executive officer of the Corporation as
may be designated in an additional or supplementary by-law adopted by
the Board of Directors. If no other executive officer is so designated,
it shall be the duty of the President to prepare or cause to be
prepared such statement.
Section 2. Stockholders' Right of Inspection.
- ---------------------------------------------
In addition to any other rights granted stockholders by law, any
stockholder holding ten percent (10%) or more of the issued and
outstanding shares of common stock of the Corporation shall be entitled
to examine, inspect and copy during normal business hours all financial
and business records of the
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Corporation, including by way of illustration and not by way of
limitation, all accounting books, ledgers and records, bank
statements, payroll records, contracts, insurance policies,
correspondence files, and customer files. Such inspection shall be
preceded by twenty-four hours notice to an officer of the Corporation,
either in written form, by telephone, telegram, or other such means
and may be undertaken by an agent or representative of such
stockholder.
Section 3.- Fiscal Year.
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The fiscal year of the Corporation shall be fixed by the Board of
Directors from time to time as the needs of the corporate business
require.
ARTICLE IX - CORPORATE SEAL
---------------------------
The corporate seal shall be circular in form, and shall bear the name
of the Corporation, the words "Corporate Seal", and words and figures denoting
its organization under the laws of this State, and the year thereof, and
otherwise shall be in such form as shall be approved from time to time by the
Board of Directors.
ARTICLE X - AMENDMENTS
----------------------
All By-Laws of the Corporation shall be subject to alteration or
repeal, and new By-Laws may be made, by the affirmative vote of stockholders
holding of record in the aggregate at least ninety percent (90%) of the
outstanding shares of stock of the Corporation entitled to vote (not less than
eighty percent (80%) of the issued and outstanding stock of the Corporation in
the event and after Microdyne exercises a stock option pursuant to Section I E
of a Shareholder Agreement dated May 9, 1984), given at any annual or special
meeting, the notice or waiver of notice of which shall have summarized or set
forth in full the proposed amendment.
ARTICLE XI - INDEMNITY
----------------------
Any person made a party to any action, suit or proceeding, by reason of
the fact that he, his testator or intestate representative is or was a director,
officer or employee of the Corporation, or of any corporation in which he served
as such at the request of the Corporation, shall be indemnified by the
Corporation against the reasonable expenses, including attorneys' fees, actually
and necessarily incurred by him in connection with the defense of such action,
suit or proceeding, or in connection with any appeal therein, except in relation
to matters as to which it shall be adjudged in such action, suit or proceeding,
or in connection with any appeal therein that such officer, director or employee
is liable for negligence or misconduct in the performance of his duties.
The foregoing right of indemnification shall not be deemed exclusive of
any other rights to which an officer or director or employee may be entitled
apart from the provisions of this Section.
The amount of indemnity to which any officer or any director may be
entitled shall be fixed by the Board of Directors, except that in any case where
there is no disinterested majority
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of the Board available, the amount shall be fixed by arbitration pursuant to the
then existing rules of the American Arbitration Association.
ARTICLE XII - VOTING UPON SHARES IN OTHER CORPORATIONS
------------------------------------------------------
Stock of other corporations or associations, registered in the name of
the Corporation, may be voted by the President, a Vice-President, or a proxy
appointed by either of them. The Board of Directors, however, may by resolution
appoint some other person to vote such shares, in which case such person shall
be entitled to vote such shares upon the production of a certified copy of such
resolution.
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