Exhibit 3.81
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
ARTICLES OF AMENDMENT
CHANGING THE NAME OF A CORPORATION
BY UNANIMOUS CONSENT OF THE SHAREHOLDERS
The undersigned, pursuant to (ss.) 13.1-710 of the Code of Virginia,
executes these articles and states as follows:
ONE
The name of the corporation is Technology, Management and Analysis
Corporation
TWO
The name of the corporation is changed to L-3 Communications TMA
Corporation.
THREE
The foregoing amendment was adopted by unanimous consent of the
shareholders on February 11. 2003.
The undersigned declares that the facts herein stated are true as of
February 11, 2003
Technology, Management and Analysis Corporation
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(Name of corporation)
By: /s/ Christopher C. Cambria
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(Signature)
Christopher C. Cambria, Vice President & Secretary
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(Printed Name and Corporate Title)
See instructions on the reverse.
ARTICLES OF RESTATEMENT
OF THE
ARTICLES OF INCORPORATION
OF
TECHNOLOGY, MANAGEMENT & ANALYSIS CORPORATION
ARTICLE I: The name of the corporation (which is hereinafter referred to as
the "Corporation") is: Technology, Management & Analysis Corporation.
ARTICLE II: The aggregate number of shares which the Corporation shall have
authority to issue is one million three hundred thousand (1,300,000) shares, all
with a par value of One Cent ($0.01) per share, of which one million one hundred
thousand (1,100,000) shares shall be designated as Class A Common Stock and two
hundred thousand (200,000) shares shall be designated as Class B Common Stock.
The Class A Common Stock and the Class B Common Stock shall have equal and
identical rights and privileges for all purposes and in all respects except the
Class B Common Stock shall have no voting rights or authority with respect to
any matter, except as may be otherwise required by law.
ARTICLE III: The purposes for which the Corporation is organized are as
follows: To engage in, promote, conduct and carry on any lawful acts or
activities for which corporations may be organized under the Virginia Stock
Corporation Act.
ARTICLE IV: The registered office shall be located at Prince Street Plaza,
Suite 320, 2421 Prince Street, Alexandria, Virginia, in the County of
Alexandria. The registered agent will be Samuel N. Klewans, whose business
address is the same as the address of the registered office, and who is a
resident of Virginia and a member of the Virginia State Bar.
ARTICLE V: No director or officer of the Corporation shall be liable for
monetary damages arising out of a single transaction, occurrence or course of
conduct in any proceeding brought by a stockholder in the right of the
Corporation or brought by or on behalf of the stockholders of the Corporation,
provided, however, that nothing in this ARTICLE V shall eliminate or limit the
liability of any director or officer of the Corporation to the extent that such
elimination or limitation of liability is expressly prohibited by the Virginia
Stock Corporation Act.
ARTICLE VI: Notwithstanding any provision of the Virginia Stock Corporation
Act requiring a proportion greater than a simple majority of the votes of all
voting groups of the Corporation in order to take or authorize any action, any
such action may be taken or authorized and shall be effective and valid upon the
vote or concurrence of a majority of the aggregate number of votes of each
voting group entitled to be cast thereon.
ARTICLE VII: No holder of shares of stock of the Corporation of any class,
now or hereafter authorized, shall have any preferential or preemptive right to
subscribe for purchase or receive (i) any shares of stock of the Corporation of
any class, now authorized or hereafter issued or authorized, (ii) any options or
warrants for such shares, (iii) any rights to subscribe to or purchase such
shares, or (iv) any securities convertible into or exchangeable for such shares,
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which may at any time or from time to time be issued, sold or offered for sale
by the Corporation.
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Exhibit 3.81
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
January 22, 1998
The State Corporation Commission has found the accompanying articles
submitted on behalf of TECHNOLOGY, MANAGEMENT AND ANALYSIS CORPORATION to comply
with the requirements of law, and confirms payment of all related fees.
Therefore, it is ORDERED that this CERTIFICATE OF AMENDMENT AND RESTATEMENT
be issued and admitted to record with the articles of amendment in the Office of
the Clerk of the Commission, effective January 22, 1998 at 11:57 AM.
The corporation is granted the authority conferred on it by law in
accordance with the articles, subject to the conditions and restrictions imposed
by law.
STATE CORPORATION COMMISSION
By /s/
-----------------------------------
Commissioner
CERTIFICATE
OF
TECHNOLOGY, MANAGEMENT & ANALYSIS CORPORATION
Technology, Management & Analysis Corporation (the "Corporation"), a
corporation duly organized and validly existing under the Virginia Stock
Corporation Act of the Commonwealth of Virginia, does, by Jay Dor, its
President, hereby certify that:
I. The original Articles of Incorporation were filed with the State
Corporation Commission of the Commonwealth of Virginia on January 7, 1983, as
amended on December 31, 1985.
II. The foregoing Articles of Restatement of the Articles of Incorporation
restate and amend the Articles of Incorporation by deleting all of the
provisions of the Articles of Incorporation, as amended, and substituting in
lieu thereof the text of the Articles of Restatement of the Articles of
Incorporation set forth above.
III. The restatement of the Articles of Incorporation of the Corporation
amends and renumbers Articles III and IV, deletes Article V and replaces it with
a new Article VI, add new Articles VI and VII, and pursuant to Section 13.1-711
of the Code of Virginia such amendments, replacements and additions require
stockholder approval.
IV. Pursuant to Sections 13.1-707, 13.1-710 and 13.1-711 of the Code of
Virginia, by unanimous written consent in lieu of a Special Meeting of the Board
of Directors of the Corporation dated January 13, 1998, the Board of Directors
of the Corporation deemed it advisable and in the best interests of the
Corporation to amend and restate the Articles of Incorporation of the
Corporation (in its entirety) as set forth in these Articles of Restatement of
the Articles of Incorporation and directed that those Articles of Restatement of
the Articles of Incorporation be submitted for consideration and action thereon
by the Stockholders of the Corporation.
V. By unanimous written consent in lieu of a Special Meeting of the
Stockholders dated January 13, 1998, the Stockholders being the holders of all
of the outstanding shares of capital stock of the Corporation entitled to vote
thereon, voted in favor of, approved and adopted these Articles of Restatement
of the Articles of Incorporation.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed and executed in its corporate name by Jay Dor, its President, as of the
13th day of January 1998.
By: /s/ Jay Dor
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Jay Dor, President
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