Exhibit 3.102
BY-LAWS
OF
WESCAM-USA, INC.
ARTICLE I
OFFICES
The principal office shall be at 270 East Drive, Suite A, Melbourne,
Florida 32904. The Corporation may also have offices at such other places both
within and without the State of Florida as the Board of Directors may from time
to time determine or the business of the Corporation may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders of this
Corporation shall be held on the 1st day of April of each year or at such other
time and place designated by the Board of Directors of the Corporation. Business
transacted at the annual meeting shall include the election of Directors of the
Corporation and all other matters properly before the Board. If the designated
day shall fall on a Sunday or legal holiday, then the meeting shall be held on
the first business day thereafter.
Section 2. Special Meetings. Special meetings of the shareholders shall be
held when directed by the President or the Board of Directors, or when requested
in writing by the holders of not less than ten percent (10%) of all the shares
entitled to vote at the meeting. A meeting requested by shareholders shall be
called for a date not less than ten (10) nor more than sixty (60) days after the
request is made, unless the shareholders requesting the meeting designate a
later date. The call for the meeting shall be issued by the Secretary, unless
the President, Board of Directors, or shareholders requesting the meeting shall
designate another person to do so. Such request shall state the purpose or
purposes of the proposed meeting. Business transacted at any special meeting of
shareholders shall be limited to the purposes stated in the notice thereof.
Section 3. Place. Meetings of shareholders shall be held at the principal
place of business of the Corporation or at such other place as may be designated
by the Board of Directors.
Section 4. Notice. Written notice stating the place, day and hour of the
meeting and, in the case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than ten (10) nor more than
sixty (60) days before the meeting, either personally or by first class mail, by
or at the direction of the President, the Secretary or the officer or persons
calling the meeting, to each shareholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail addressed to the shareholder at his address as it
appears on the stock transfer books of the Corporation, with postage thereon
prepaid. Any shareholder may waive notice of any meeting either before, during
or after the meeting.
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Section 5. Notice of Adjourned Meeting. When a meeting is adjourned to
another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, and at the adjourned
meeting any business may be transacted that might have been transacted on the
original date of the meeting. If, however, after the adjournment the Board of
Directors fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given as provided in this Article to each shareholder
of record on the new record date entitled to vote at such meeting.
Section 6. Shareholder Quorum and Voting. The majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders, but in no event shall a quorum consist of less
than one-third (1/3) of the shares entitled to vote at the meeting.
If a quorum is present, the affirmative vote of fifty-one percent (51%) of
the shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders unless otherwise provided by law.
Section 7. Voting of Shares. Each outstanding share shall be entitled to
one vote on each matter submitted to a vote at a meeting of shareholders.
Section 8. Proxies. A shareholder may vote either in person or by proxy
executed in writing by the shareholder or his duly authorized attorney-in-fact.
No proxy shall be valid after the duration of eleven (11) months from the date
thereof unless otherwise provided in the proxy.
Section 9. Action by Shareholders Without a Meeting. Any action required by
law, these By-laws, or the Articles of Incorporation of this Corporation to be
taken at any annual or special meeting of shareholders, or any action which may
be taken at any annual or special meeting of shareholders, may be taken without
a meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted, as is provided by law.
ARTICLE III
DIRECTORS
Section 1. Function. All corporate powers shall be exercised by or under
the authority of, and the business and affairs of the Corporation shall be
managed under the direction of, the Board of Directors.
Section 2. Qualification. Directors need not be residents of this state nor
shareholders of this Corporation.
Section 3. Compensation. No compensation shall be paid to Directors, as
such, for their services, but by resolution of the Board, a fixed sum and
expenses for actual attendance, at each regular or special meeting of the Board
may be authorized. Nothing herein shall be
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construed to preclude any Director from serving the Corporation in any other
capacity and receiving compensation therefor.
Section 4. Presumption of Assent. A Director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless he
votes against such action or abstains from voting in respect thereto because of
an asserted conflict of interest.
Section 5. Number. This Corporation shall have at least (1) but no more
than seven (7) Directors. The number of Directors may be altered from time to
time, by the shareholders at any annual or special meeting; provided that the
number of Directors shall not be less than nor more than the number fixed by the
Articles of Incorporation.
Section 6. Election and Term. Each person named in the Articles of
Incorporation as a member of the initial Board of Directors shall hold office
until the first annual meeting of shareholders, and until his successor shall
have been elected and qualified or until his earlier resignation, removal from
office or death.
At the first annual meeting of shareholders and at each annual meeting
thereafter the shareholders shall elect Directors to hold office until the next
succeeding annual meeting. Each Director shall hold office for a term for which
he is elected and until his successor shall have been elected and qualified or
until his earlier resignation, removal from office or death.
Section 7. Vacancies. Any vacancy occurring in the Board of Directors,
including any vacancy created by reason of an increase in the number of
Directors, may be filled by the affirmative vote of a majority of the remaining
Directors though less than a quorum of the Board of Directors. A Director
elected to fill a vacancy shall hold office only until the next election of
Directors by the shareholders.
Section 8. Removal of Directors. At a meeting of shareholders called
expressly for that purpose, any Director or the entire Board of Directors may be
removed, with or without cause, by a vote of a majority of the shareholders then
entitled to vote at an election of Directors.
Section 9. Quorum and Voting. A majority of the number of Directors fixed
by these By-laws shall constitute a quorum for the transaction of business. The
act of a majority of the Directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.
Section 10. Executive and Other Committees. The Board of Directors, by
resolution adopted by a majority of the full Board of Directors, may designate
from among its members an executive committee and one or more other committees
each of which, to the extent provided in such resolution shall have and may
exercise all the authority of the Board of Directors, except as is provided by
law.
Section 11. Place of Meeting. Regular and special meetings of the Board of
Directors shall be held either within or without the State of Florida.
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Section 12. Time, Notice and Call of Meetings. Regular meetings of the
Board of Directors shall be held without notice at such time and at such place
as shall be determined by the Board of Directors. Special meetings of the Board
shall be held upon notice to the Directors and may be called by the President
upon three days notice to each Director either personally or by mail or by wire;
special meetings shall be called by the President or by the Secretary in a like
manner on written request of two Directors.
Notice of a meeting of the Board of Directors need not be given to any
Director who signs a waiver of notice either before or after the meeting.
Attendance of a Director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a Director states, at the beginning of the meeting, any objection to
the transaction of business because the meeting is not lawfully called or
convened.
Neither the business to be transacted at, nor the purpose of, any regular
or special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.
A majority of the Directors present, whether or not a quorum exists, may
adjourn any meeting of the Board of Directors to another time and place. Notice
of any such adjourned meeting shall be given to the Directors who were not
present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
Directors.
Meetings of the Board of Directors may be called by the President of the
Corporation or by any two Directors.
Members of the Board of Directors may participate in a meeting of such
Board by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time. Participation by such means shall constitute presence in person
at a meeting.
Section 13. Action Without a Meeting. Any action required to be taken at a
meeting of the Board of Directors, or any action which may be taken at a meeting
of the Board of Directors or a committee thereof, may be taken without a meeting
if a consent in writing, setting forth the action so to be taken, signed by all
the Directors, or all the members of the committee, as the case may be, is filed
in the minutes of the proceedings of the Board or of the committee. Such consent
shall have the same effect as a unanimous vote.
ARTICLE IV
OFFICERS
Section 1. Officers. The officers of this Corporation shall consist of a
President, one or more Vice-Presidents, a Secretary and a Treasurer, each of
whom shall be elected by the Board of Directors. Such other officers and
assistant officers and agents as may be deemed necessary may be elected or
appointed by the Board of Directors from time to time. Any two or more offices
may be held by the same person.
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All officers shall be elected or appointed to hold office until the meeting
of the Board following the next annual meeting of the shareholders and until
their successors have been elected or appointed and qualified.
Section 2. Duties. The officers of this Corporation shall have the
following duties:
The President shall, subject to the direction of the Board of Directors, be
the Chief Executive Officer and shall have general and active management of the
business and affairs of the Corporation.
The Vice-Presidents of the Corporation shall have general and active
management of the business and affairs of the Corporation subject to the
superior authority of the President of the Corporation and subject to the
directions of the Board of Directors and such other duties as the Board of
Directors may from time to time designate.
The Secretary shall have custody of, and maintain, all of the corporate
records except the financial records; shall record the minutes of all meetings
of the shareholders and Board of Directors, send all notices of all meetings and
perform such other duties as may be prescribed by the Board of Directors or the
President.
The Treasurer shall have custody of all corporate funds and financial
records, shall keep full and accurate accounts of receipts and disbursements and
render accounts thereof at the annual meetings of shareholders and whenever else
required by the Board of Directors or the President and shall perform such other
duties as may be prescribed by the Board of Directors or the President.
The Assistant Treasurer and Assistant Secretary shall have the same
responsibilities and duties as the Treasurer and Secretary respectively and
shall perform such other duties as the Board of Directors may from time to time
prescribe.
Section 3. Removal of Officers. An officer or agent elected or appointed by
the Board of Directors may be removed by the Board whenever in its judgment the
best interests of the Corporation will be served thereby.
Any vacancy in any office may be filed by the Board of Directors.
Section 4. 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
STOCK CERTIFICATES
Section 1. Issuance. Every holder of shares in this Corporation shall be
entitled to have a certificate representing all shares to which he is entitled.
No certificate shall be issued for any share until such share is fully paid.
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Section 2. Form. Certificates representing shares in this Corporation shall
be signed by the President or Vice President and the Secretary or an Assistant
Secretary and may be sealed with the seal of this Corporation or a facsimile
thereof.
Section 3. Transfer of Stock. The Corporation shall register a stock
certificate presented to it for transfer if the certificate is properly endorsed
by the holder of record or by his duly authorized attorney.
Section 4. Lost, Stolen, or Destroyed Certificates. If the shareholder
shall claim to have lost or destroyed a certificate of shares issued by the
Corporation, a new certificate shall be issued upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen
or destroyed, and, at the discretion of the Board of Directors, upon the deposit
of a bond or other indemnity in such amount and with such sureties, if any, as
the Board may reasonably require.
ARTICLE VI
BOOKS AND RECORDS
Section 1. Books and Records. This Corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its shareholders, Board of Directors and committees of Directors.
This Corporation shall keep at its registered office or principal place of
business a record of its shareholders, giving the names and addresses of all
shareholders and the number of the shares held by each.
Any books, records and minutes may be in written form or in any other form
capable of being converted into written form within a reasonable time.
Section 2. Shareholders' Inspection Rights. Any person who shall have been
a holder of record of shares or of voting trust certificates therefor at least
six months immediately preceding his demand or shall be the holder of record of,
or the holder of record of voting trust certificates for, at least five percent
of the outstanding shares of the Corporation, upon written demand stating the
purpose thereof, shall have the right to examine, in person or by agent or
attorney, at any reasonable time, for any proper purpose, its relevant books and
records of accounts, minutes and records of shareholders and to make extracts
therefrom.
Section 3. Financial Information. Not later than four (4) months after the
close of each fiscal year, this Corporation shall prepare a balance sheet
showing in reasonable detail the financial condition of the Corporation as of
the close of its fiscal year, and a profit and loss statement showing the
results of the operations of the Corporation during its fiscal year.
Upon the written request of any shareholder or holder of voting trust
certificates for shares of the Corporation, the Corporation shall mail to each
shareholder or holder of voting trust certificates a copy of the most recent
such balance sheet and profit and loss statement.
The balance sheets and profit and loss statements shall be filed in the
registered office of the Corporation in this state, shall be kept for at least
five (5) years, and shall be subject
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to inspection during business hours by any shareholder or holder of voting trust
certificates, in person or by agent.
ARTICLE VII
DIVIDENDS
The Board of Directors of this Corporation may, from time to time, declare
and the Corporation may pay dividends on its shares in cash, property or its own
shares, except when the Corporation is insolvent or when the payment thereof
would render the Corporation insolvent, subject to the provisions of the Florida
Statutes.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall be the 12-month period selected by
the Board of Directors as the taxable year of the Corporation for federal income
tax purposes.
ARTICLE IX
CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be in
circular form.
ARTICLE X
AMENDMENTS
These By-Laws may be altered, amended or repealed and new By-Laws may be
adopted by the Board of Directors, provided that any By-Law or amendment thereto
as adopted by the Board of Directors may be altered, amended or repealed by vote
of the shareholders entitled to vote thereon, or a new By-Law in lieu thereof
may be adopted by the shareholders.
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Secretary