EXHIBIT 3.4
BYLAWS
OF
DUNN COMPUTER CORPORATION
* * *
ARTICLE I
Offices
The principal office and place of business of this corporation will be
11307 Sunset Hills Road, Suite B7, Reston, Virginia 22090. Permission and
authority is hereby given the Board of Directors to change the location of
said principal office and of said principal place of business, or either,
from time to time as it may deem advisable, and also to establish such
offices or places of business elsewhere, either within or without the State
of Virginia, as in the opinion of the Board may be advisable.
ARTICLE II
Stockholders Annual Meetings
SECTION 1. The annual meetings of the stockholders of this corporation
shall be held on the second Tuesday of April of each year either at the
principal office of the corporation or at such other place either in or out
of the State of Virginia as the Board of Directors may authorize and fix by
resolution or order. No prior Notice of said annual meeting shall be required.
Special Meetings
SECTION 2. Special meetings of the stockholders may be called at any time
by the Board of Directors, the President, or any number of stockholders
holding in the aggregate at least twenty-five percent (25%) of the number of
shares outstanding. Such meetings shall be held at the principal office of
the corporation unless called by the Board of Directors to be held at some
other place, in which event it shall be held at such other place.
1
Notice of Special Meetings
SECTION 3. Notice of any special meeting of the stockholders shall be
given by written notice of the time and place thereof mailed to each of the
stockholders at least ten (10) days prior to such meeting, such notice to be
addressed to the stockholder at his last post office address appearing on the
books of the corporation.
The notice of special meetings shall state the business to be transacted,
and no business other than that included in the notice of incidental thereto
shall be transacted at such meeting.
Waiver of Notice
SECTION 4. Any meeting of the stockholders may be held by agreement in
writing of all the stockholders, and where notice or publication of any
notice is required, the same may be waived in writing by all of the
stockholders. Any meeting of the stockholders at which all the outstanding
stock of the corporation is present or represented shall be valid and
binding, notwithstanding lack or insufficiency of notice.
Quorum--Adjustments
SECTION 5. At all meetings of the stockholders, a quorum shall consist of
at least a majority of all of the shares of stock issued and outstanding,
exclusive of that held by the corporation, either in person or by proxy.
If a sufficient number of shares is not present at the time and place
appointed, any number of shares present or represented, less than a quorum,
may adjourn any stockholders' meeting from time to time until the meeting is
regularly constituted and the business to come before the meeting is
completed.
Voting
SECTION 6. Upon any question to be determined at a stockholders' meeting
other than the election of directors, which is otherwise provided for by
statute or by Section 3 of Article III of these Bylaws, if a vote by stock be
demanded upon such question by any stockholder, each stockholder shall be
entitled to one vote for each share of stock owned by him and entitled to a
vote, and he may exercise this right in person or by proxy.
2
The concurrence by the vote of not less than a majority of the capital
stock present or represented at any meeting and entitled to vote shall be
necessary and prerequisite to any corporate action to be taken at any
stockholders' meeting.
Record of Meetings
SECTION 7. A record shall be kept of the meeting of the stockholders and
the action taken at the same, which shall be verified by the person acting as
Secretary thereof.
ARTICLE III
Directors
Number, Qualification and Term of Office
SECTION 1. The business, property and affairs of the corporation shall be
managed and controlled by its Board of Directors. The Board of Directors
shall consist of not less than three nor more than seven persons, as may be
determined by the stockholders from time to time, to be elected at the first
meeting of the stockholders and at every annual meeting thereafter. Such
directors need not be stockholders of the corporation nor residents of the
State of Virginia. They shall hold office for one year and until their
successors are elected and qualified.
Executive Committee
SECTION 2. The Board of Directors may by resolution or resolutions passed
by majority of the whole Board, designate and elect an Executive Committee of
not less than three members of the Board of whom one shall be the President
of the corporation. The Executive Committee shall have and may exercise all
the powers of the Board of Directors in the management of the business
affairs of the corporation when the Board is not in session, and shall have
power to authorize the seal of the corporation to be affixed to all papers
which may require it. The Executive Committee shall meet upon the call of the
President and shall keep a full record of its proceedings which may be
reviewed by the Board of Directors at any time. The Executive Committee shall
serve at the will and pleasure of the Board of Directors and the Board of
Directors may change the membership of the Executive Committee at any time,
provided, however, that the President of the corporation shall always be a
member of the Executive Committee.
3
Elections
SECTION 3. In all elections of directors each stockholder shall have the
right to cast one vote for each share of stock owned by him and entitled to
vote, and he may cast the same in person or by proxy.
Vacancies
SECTION 4. The stockholders at any meeting may remove any director and
fill the vacancy until the next annual meeting. A vacancy in the Board
occurring from any other cause may be filled by the Board until the next
annual meeting of the stockholders.
Meetings
SECTION 5. Regular meetings of the Board of Directors may be held at such
time and place as may be hereafter prescribed by these Bylaws, or as the
Board may from time to time designate by resolution. No notice shall be
required as to regular meetings of the Board if the Board by resolution
determines a precise time and place for such meetings.
Special meetings of the Board may be called by the President, or any two
directors.
Notice of any meeting of the Board may be given, until otherwise ordered
by the Board of Directors, by the Secretary of the corporation or by the
person or persons calling such meeting, at least five days before the time of
such meeting, either by written notice thereof mailed to each director, or by
telegram or telephone.
Meetings of the Board may be held at any time and place without notice
upon the written consent of all the directors.
The action of a majority of the Board, although not at a regularly called
meeting, and the record thereof, if assented to in writing by all the members
of the Board, shall be as valid and effective in all respects as if such
action were taken by the Board in regular meeting assembled.
4
Quorum
SECTION 6. Until otherwise prescribed by these Bylaws, a majority of the
Board shall constitute a quorum for the transaction of business; but if at
any meeting of the Board there be less than a quorum present, a majority of
those persons present may adjourn the meeting from time to time until a
quorum is present.
Authority of Board to Encumber
Property of Corporation
SECTION 7. In addition to the power and authority vested in the Board of
Directors of this corporation by the statutes and laws of the State of
Virginia and under the Bylaws of the corporation, the Board of Directors
shall have, and it is hereby expressly given and granted, the power, right
and authority to encumber and mortgage the real estate and other property of
this corporation or any part or parts thereof, and to convey the same in
trust to secure the payment of corporate obligations.
When Interest of Director Does Not Disqualify Him
SECTION 8. No person duly elected a director of this corporation shall be
disqualified to take office as such director, or to serve as such, or to vote
upon any matter coming before the Board of Directors of this corporation, or
to do any other act or thing otherwise proper to be done as such director, by
reason of the fact that such person is a stockholder, director, officer or
employee of any other corporation; or is a partner, or proprietor of another
business, the Board of Directors of this corporation being expressly
authorized to make, approve or ratify contracts, leases, agreements and other
transactions between this corporation and any other corporation or business
notwithstanding any interest which any member or members of the Board of
Directors of this corporation may have in such corporation or business.
Record of the Board
SECTION 9. The Board of Directors shall cause to be kept a record of its
proceedings which shall be verified by the signature of the person acting as
Secretary of the meeting. On any question as to which there is disagreement
the names of the
5
record, if any member at the time requires it.
Books of Account--Annual Report
SECTION 10. The directors and officers shall keep accurate accounts of the
corporate transactions and to such end shall cause the books of the
corporation to be settled and balanced at least once in every twelve months.
The Board of Directors may from time to time adopt such annual accounting
periods as it shall deem advisable.
ARTICLE IV
Officers and Agents
Election and Appointment
SECTION 1. As soon as may be after their election, the Board of Directors
shall choose a President of the corporation from among the directors, who
shall hold office until his successor is elected and qualified.
At the same time the Board of Directors shall choose a Vice President, a
Secretary and a Treasurer, none of whom need be members of the Board. The
directors may at any time elect from among the directors a Chairman of the
Board of Directors, and may also elect an Executive Vice President, an
Assistant Secretary and an Assistant Treasurer, who need not be members of
the Board. All of the officers in this paragraph mentioned shall hold office
during the pleasure of the Board.
The Board of Directors may employ such other employees, agents, attorneys
and representatives as the Board may deem advisable to perform such duties as
the Board may prescribe, and fix their compensation.
If required by the Board, the President, Vice President, Executive Vice
President, Treasurer, Secretary or any officer, agent or employee appointed
by the Board shall give bond payable to the corporation in such penalty and
with such conditions and security as the Board may approve.
Compensation
SECTION 2. The Board of Directors of this corporation shall have, and it
is hereby given, the authority and right to fix the compensation of all
officers (including members of the Board of Directors and the officers
mentioned in Section 1
6
immediately above), agents, and employees of the corporation, who shall
receive such compensation as the Board may from time to time prescribe.
President
SECTION 3. The President shall be the chief executive officer of the
corporation. Unless some other officer or agent is specially appointed and
authorized for the purpose, the President shall sign the corporate name of
the corporation to all deeds, mortgages, writings and other contracts made by
the corporation, except such as are necessary or incidental to the exercise
of the powers vested in other officers or agents by the Board of Directors;
and generally, the President shall have the exercise supervision and control
over all the business, affairs and property of the corporation, except as may
be vested in other officers or agents by action of the Board of Directors,
and shall perform such duties as are incident to the conduct of its business
not otherwise provided for in its Bylaws or by action of the Board of
Directors or vested in other officers or agents by action of the Board of
Directors.
Vice President
SECTION 4. The Vice President shall in the absence or incapacity of the
President perform the duties of the President and shall have such other
powers and authority as may be assigned to him by the Board of Directors,
either generally or specifically.
Executive Vice President
SECTION 5. The Executive Vice President shall have supervision and control
over so much of the business affairs and property of the corporation as may
be delegated to him from time to time by the Board of Directors, either
generally or specifically.
Secretary
SECTION 6. The Secretary, or an Assistant Secretary, shall have the
custody of the minute book, stock book, corporate seal and all records and
papers of the corporation, subject to the supervision and control of the
President, except such as the Board may put in the custody of other officers,
agents or employees.
7
The Secretary, or an Assistant Secretary, shall attend all meetings of the
stockholders and of the Board of Directors and act as Secretary thereof,
keeping a record of the proceedings of such meetings in a book to be
maintained for the purpose. The Secretary shall give or cause to be given,
unless otherwise specially provided, notice to all meetings of the
stockholders, directors, committees and other meetings of the officers or
representatives of the corporation, and shall perform such other duties as
may be prescribed by the Board of Directors or the President.
Treasurer
SECTION 7. The Treasurer or Assistant Treasurer shall have custody of the
corporate funds and securities, subject to the supervision and control of the
President, shall keep full and accurate accounts of receipts and
disbursements of the corporation; and shall deposit all moneys and other
valuable effects, in the name and to the credit of the corporation, in such
depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the corporation subject to such
regulations as may be prescribed by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the President and to the
directors at regular meetings of the Board whenever they, or any of them, may
request it, an account of transactions as Treasurer and of the financial
condition of the corporation, and such other reports as may from time to time
be required of him by the President.
Signature of Orders for the
Payment of Money
SECTION 8. The funds of the corporation shall be disbursed in such manner
as may be prescribed by the Board of Directors. All checks, notes, drafts and
other orders of the corporation for the payment of money shall be drawn,
signed or countersigned as the Board of Directors may from time to time
prescribe.
8
ARTICLE V
Capital Stock
Certificate of Stock
SECTION 1. The Board of Directors shall cause to be issued to any
association or its legal receiver appearing on the books of the corporation
to be the owner of any shares of its stock, a certificate or certificates
therefor, under the corporate seal of the corporation, to be signed by the
President, or a Vice President, and the Secretary, or an Assistant Secretary,
of the corporation, which certificate shall be in such form as the Board of
Directors may adopt. Such certificates shall be issued in order from a stock
certificate book to be kept by the Secretary under the supervision of the
Board.
Unless otherwise specially ordered by the Board, no such certificate shall
be issued or delivered until the stock represented thereby has been fully
paid for or security satisfactory to the Board given for the residue
remaining unpaid; but such payment may be made in property, property rights
services or otherwise when authorized and approved by the Board of Directors.
Transfer of Stock
SECTION 2. Shares of the capital stock of the corporation shall be
transferable by it only upon the books of the corporation by the holder
thereof in person or by attorney upon surrender and cancellation of the
certificate for the same.
Closing of Transfer Books and Fixing Record Date
SECTION 3. For the purpose of determining shareholders entitled to notice
of or to vote at any meeting of shareholders, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any proper purpose, the Board of Directors may provide that
the stock transfer books shall be closed for a stated period, but not to
exceed, in any case, fifty (50) days. If the stock transfer books shall be
closed for the purpose of determining shareholders entitled to notice of or
to vote at a meeting of shareholders, such books shall be closed for at least
ten (10) days immediately preceding such meeting. In lieu of closing the
stock transfer books, the Board of Directors may fix, in advance, a date as
the record date for any determination of shareholders, such date, in any
case, to be not more than fifty (50) days and, in case of a
9
meeting of shareholders, not less than ten (10) days prior to the date on
which the particular action requiring such determination of shareholders is
to be taken. If the stock transfer books are not closed and no record date is
fixed for the determination of shareholders entitled to notice of or to vote
at a meeting of shareholders, or shareholders entitled to receive payment of
a dividend, the date on which notice of the meeting is mailed, or the date on
which the resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination
of shareholders.
ARTICLE VI
General Provisions
Dividends
SECTION 1. The Board of Directors may declare, and the corporation may
pay, dividends on its outstanding shares in cash, property, or its own
shares, pursuant to law and subject to the provisions of its Articles 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 equalizing dividends, 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.
Checks
SECTION 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers, or such other person or persons
as the Board of Directors may, from time to time, designate.
Fiscal Year
SECTION 4. The fiscal year of the corporation shall be fixed by resolution
of the Board of Directors.
Seal
SECTION 5. The corporate seal of the corporation shall
10
have inscribed thereon the name of the corporation, the year of its
organization, and the state of incorporation. The seal may be used by causing
it, or a facsimile thereof, to be impressed or affixed or reproduced or
otherwise.
ARTICLE VII
Amendments
SECTION 1. These Bylaws may be altered, amended or repealed, or new bylaws
adopted, at any regular meeting of the Board of Directors, or at any special
meeting of the Board of Directors, if notice of such proposed action be
contained in the notice of such special meeting.
11