Exhibit 3.108
WESCAM HOLDINGS (US) INC
(THE "CORPORATION")
BY-LAWS
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ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.
Section 2. Other Offices. The Corporation may also have offices at such
other places both within and without the State of Delaware as the board of
directors may from time to time determine or the business of the Corporation may
require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Time and Place of Meetings. All meetings of the stockholders for
the election of directors or for any other purpose shall be held at such time
and place, within or without the State of Delaware, as shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual Meetings. Annual meetings of stockholders shall be held
at such date and time as shall be designated from time to time by the board of
directors and stated in the notice of the meeting, at which meeting, the
stockholders shall elect by a plurality vote or by written ballot a board of
directors and transact such other business as may be properly be brought before
the meeting.
Section 3. Notice of Annual Meetings. Written notice of the annual meeting
stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten nor more than
sixty days before the date of the meeting.
Section 4. Special Meetings. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the president and shall be called
by the president or secretary at the request in writing of a majority of the
board of directors, or at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the Corporation issued and
outstanding and entitled to vote. Such a request shall state the purpose or
purposes of the proposed meeting.
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Section 5. Notice of Special Meetings. Written notice of a special meeting
stating the place, date and hour of the meeting and the purpose or purposes for
which the meeting is called, shall be given not less than ten nor more than
sixty days before the date of the meeting, to each stockholder entitled to vote
at such meeting.
Section 6. Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented.
Section 7. Action by Stockholders. When a quorum is present at any meeting,
the vote of the holders of a majority of the stock having voting power present
in person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
statutes or of the Certificates of Incorporation, a different vote is required
in which case such express provision shall govern and control the decision of
such question.
Section 8. Voting. Each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy or each share of the
capital having voting power held by such stockholder.
Section 9. Written Action. Any action required to be taken at any annual or
special meeting of stockholders of the Corporation, or any action which may be
taken at any annual or special meeting of such stockholders, 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.
ARTICLE III
DIRECTORS
Section 1. Number and Term. The board of directors shall consist of one or
more members. The first board shall consist of three directors. Thereafter,
within the limits above specified, the number of directors shall be determined
by resolution of the board of directors or by the stockholders at the annual
meeting or a special meeting. The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 2 of this Article,
and each director elected shall hold office until his or her successor is
elected and qualified. Directors need not be stockholders.
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Section 2. Vacancies and New Directorships. Vacancies and newly created
directorships resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office, though less than a
quorum, or by a sole remaining director, and the directors so chosen shall hold
office until the next annual election and until their successors are duly
elected and shall qualify, unless sooner displaced. If there are no directors in
office, then an election of directors may be held in the manner provided by
statute.
Section 3. Powers. The business and affairs of the Corporation shall be
managed by or under the direction of its board of directors which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by statute or by the Certificate of Incorporation or by these By-laws
directed or required to be exercised or done by the stockholders.
Section 4. Place of Meetings. The board of directors of the Corporation may
hold meetings, both regular and special, either within or without the State of
Delaware.
Section 5. Regular Meetings. Regular meetings of the board of directors may
be held without notice at such time and at such place as shall from time to time
be determined by the board.
Section 6. Special Meetings. Special meetings of the board may be called by
the chairman of the board or by the President on one day's notice to each
director, either personally or by mail or by telegram; special meetings of the
board shall be called by the president or secretary in like manner and on like
notice on the written request of two directors.
Section 7. Quorum. At all meetings of the board, a majority of the
directors then in office shall constitute a quorum for transaction of business,
and the act of a majority of the directors present at any meeting at which there
is a quorum shall be the act of the board of directors, except as may be
otherwise specifically provided by statute or by the Certificate of
Incorporation. If a quorum shall not be present at any meeting of the board of
directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.
Section 8. Written Action. Unless otherwise restricted by the Certificate
of Incorporation or these By-laws, any action required or permitted to be taken
at any meeting of the board of directors or of any committee thereof may be
taken without a meeting, if all members of the board or committee, as the case
may be, consent thereto in writing, and the writing or writings are filed with
the minutes or proceedings of the board or committee.
Section 9. Participation in Meetings by Conference Telephone. Unless
otherwise restricted by the certificate or incorporation or these By-laws,
members of the board of directors, or any committee designated by the board of
directors, may participate in a meeting of the board of directors, or any
committee, by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at the
meeting.
Section 10. Committees. The board of directors may from time to time, by
resolution passed by a majority of the whole board of directors, designate one
or more
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committees, each committee to consist of one or more of the directors of the
Corporation. The board of directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee, and in the absence or disqualification
of a member of a committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or she or they constitute a
quorum, may unanimously appoint another member of the board of directors to act
at the meeting in the place of such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the board of directors,
shall have and may exercise all of the powers and authority of the board of
directors in the management of the business and affairs of the Corporation, and
may authorize the seal of the Corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in reference
to amending the Certificate of Incorporation (except that a committee may, to
the extent authorized in the resolution or resolutions providing for the
issuance of shares of stock adopted by the board of directors as provided in
subsection (a) of Section 151 of the General Corporation Law of the State of
Delaware, fix the designation and any of the preferences or rights of such
shares relating to dividends, redemption, dissolution, any distribution of
assets of the Corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same or any
other class or classes of stock of the Corporation), adopting an agreement of
merger or consolidation under Section 251 or 252 of the General Corporation Law
of the State of Delaware, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and assets,
recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the By-laws of the Corporation; and,
unless the resolution designating such committee expressly so provides, no such
committee shall have the power or authority to declare a dividend, to authorize
the issuance of stock or to adopt a certificate of ownership and merger pursuant
to Section 253 of the General Corporation Law of the State of Delaware.
Unless otherwise ordered by the board of directors, a majority of the
members of any committee appointed by the board of directors pursuant to this
section shall constitute a quorum at any meeting thereof, and the act of a
majority of the members present at a meeting at which a quorum is present shall
be the act of such committee. Any such committee shall prescribe its own rules
for calling and holding meetings and its method of procedure, subject to any
rules prescribed by the board of directors, and shall keep a written record of
all action taken by it and report the same to the board of directors when
required.
ARTICLE IV
NOTICES
Section 1. Generally. Whenever, under the provisions of the statutes or of
the Certificate of Incorporation or of these By-laws, notice is required to be
given to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his or her address as it appears on the records of
the Corporation, with postage thereon prepaid, and such notice shall be deemed
to be given at the time when the same shall be deposited in the United States
mail. Notice to directors may also be given by telegram or telephone.
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Section 2. Waiver. Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
By-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
Section 1. Generally. The officers of the Corporation shall be chosen by
the board of directors and shall be a president, a secretary and a treasurer.
The board of directors may also choose a chairman of the board of directors, a
vice chairman of the board of directors, one or more vice-presidents, and one or
more assistant secretaries and assistant treasurers. Any number of offices may
be held by the same person, unless the Certificate of Incorporation or these
By-laws otherwise provide.
Section 2. Compensation. The compensation of all officers and agents of the
Corporation who are also directors of the Corporation shall be fixed by the
board of directors. The board of directors may delegate the power to fix the
compensation of all other officers and agents of the Corporation to an officer
of the Corporation.
Section 3. Succession. The officers of the Corporation shall hold office
until their successors are chosen and qualified. Any officer elected or
appointed by the board of directors may be removed at any time by the
affirmative vote of a majority of the board of directors. Any vacancy occurring
in any office of the Corporation shall be filled by the board of directors.
Section 4. Authorities and Duties. The officers of the Corporation shall
have such authority and shall perform such duties as are customarily incident to
their respective offices, or as may be specified from time to time by the
directors regardless of whether such authority and duties are customarily
incident to such office.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Certificates. Every holder of stock in the Corporation shall be
entitled to have a certificate, signed by, or in the name of the Corporation by
the president or vice-president and the secretary or an assistant secretary of
the Corporation, certifying the number of shares owned by him in the
Corporation.
Section 2. Transfer. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the Corporation to, or to
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cause its transfer agent to, issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Section 3. Lost. Stolen or Destroyed Certificates. In the event of the
loss, theft or destruction of any certificate for shares, another may be issued
in its place pursuant to such requirements as the board of directors may
establish concerning proof of such loss, theft or destruction and concerning the
giving of a satisfactory bond or bonds of indemnity.
ARTICLE VII
PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
Section 1. Limitation of Liability. Every director and officer of the
Corporation in exercising his or her powers and discharging his or her duties
shall act honestly and in good faith with a view to the best interests of the
Corporation and shall exercise the care, diligence and skill that a reasonably
prudent person would exercise in comparable circumstances. Subject to the
foregoing, no director or officer shall be liable for the acts, neglects or
defaults of any other director, officer or employee, or for joining in any act
for conformity, or for any loss, damage or expense happening to the Corporation
through the insufficiency or deficiency of title to any property acquired for or
on behalf of the Corporation, or for the insufficiency or deficiency of any
security in or upon which any of the monies of the Corporation shall be
invested, or for any loss or damage arising from the bankruptcy, insolvency or
tortious acts of any person with whom any of the monies, securities or effects
of the Corporation shall be deposited, or for any loss occasioned by any error
of judgment or oversight on his or her part, or for any other loss, damage or
misfortune whatever which shall happen in the execution of the duties of his or
her office or in relation thereto; provided that nothing herein shall relieve
any director of or officer from the duty to act in accordance with the General
Corporation Law of the State of Delaware or any regulations thereunder or from
liability for any breach thereof.
Section 2. Indemnity. Subject to the limitations contained in the Act, the
Corporation shall indemnify a director or officer, a former director or officer,
or a person who acts or acted at the Corporation's request as a director or
officer of a body corporate of which the Corporation is or was a shareholder or
creditor, and his or her heirs and legal representatives, against all costs,
charges and expenses, including an amount paid to settle an action or satisfy a
judgment, reasonably incurred by him or her in respect of any civil, criminal or
administrative action or proceeding to which he or she is made a party by reason
of being or having been a director or officer of the Corporation or such body
corporate, if
(a) he or she acted honestly and in good faith with a view to the best
interests of the Corporation; and
(b) in the case of a criminal or administrative action or proceeding that
is enforced by a monetary penalty, he or she had reasonable grounds
for believing that his or her conduct was lawful.
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The Corporation shall also indemnify such person in such other
circumstances as the General Corporation Law of the State of Delaware permits or
requires. Nothing in this by-law shall limit the right of any person entitled to
indemnity to claim indemnity apart from the provisions of this by-law.
Section 3. Insurance. Subject to the General Corporation Law of the State
of Delaware, the Corporation may purchase and maintain insurance for the benefit
of any person referred to in section 2 of the Article against such liabilities
and in such amounts as the board may from time to time determine and as are
permitted by the General Corporation Law of the State of Delaware.
ARTICLE VIII
GENERAL PROVISIONS
Section 1. Dividends upon the capital stock of the Corporation, subject to
the provisions of the Certificate of Incorporation, if any, may be declared by
the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation.
Section 2. Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining, any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
Section 3. All checks or demands for money and notes of the Corporation
shall be signed by such officers or such other person or persons as the board of
directors may from time to time designate.
Section 4. The fiscal year of the Corporation shall be fixed by resolution
of the board of directors.
Section 5. The board of directors may adopt a corporate seal and use the
same by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ARTICLE IX
AMENDMENTS
These By-laws may be altered, amended or repealed or new By-laws may be
adopted by the stockholders or by the board of directors.
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The foregoing By-law No. 1 is hereby consented to and passed as evidenced
by the signatures of all the directors of the Corporation pursuant to the
General Corporation Law of the State of Delaware.
TO BE EFFECTIVE AS OF the 30th day of May, 1996.
/s/ Douglas Smith /s/ Bruce R. Latimer
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Douglas Smith Bruce R. Latimer
The foregoing By-law No. 1 is hereby confirmed as evidenced by the
signature of all the stockholders of the Corporation pursuant to the General
Corporation Law of the State of Delaware.
DATED this day of October, 1996.
WESCAM INC.
By: /s/ Bruce R. Latimer
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Name: Bruce Latimer
Title: Vice President
1179023 ONTARIO LIMITED
By: /s/ Bruce R. Latimer
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Name: Bruce Latimer
Title: Vice President