{"id":41445,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/by-laws-general-dynamics-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-general-dynamics-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-general-dynamics-corp.html","title":{"rendered":"By-Laws &#8211; General Dynamics Corp."},"content":{"rendered":"<pre>\n================================================================================\n\n\n                          GENERAL DYNAMICS CORPORATION\n\n                                    By-Laws\n\n\n\n\n\n\n\n                      As Amended effective 1 October 1997\n\n================================================================================\n\n                                    BY-LAWS\n\n                                       of\n\n                          GENERAL DYNAMICS CORPORATION\n\n                                   ----------\n\n                                   ARTICLE I\n\n                                    OFFICES\n\n     SECTION 1. Registered Office. The registered office of General Dynamics\nCorporation (hereinafter called the Corporation) in the State of Delaware shall\nbe in the City of Dover, County of Kent. The registered agent of the Corporation\nin said State is United States Corporation Company.\n\n     SECTION 2. Other Offices. The Corporation may have such other offices in\nsuch places, either within or without the State of Delaware, as the Board of\nDirectors of the Corporation (hereinafter called the Board) may from time to\ntime determine.\n\n                                   ARTICLE II\n\n                            MEETINGS OF STOCKHOLDERS\n\n     SECTION 1. Annual Meetings. The annual meeting of the stockholders of the\nCorporation for the election of directors and for the transaction of any other\nproper business notice of which was given in the notice of such meetings shall\nbe held on such date and at such time as shall be designated by the Board. If\nany annual meeting shall not be held on the date designated therefor the Board\nshall cause the meeting to be held as soon thereafter as conveniently may be.\n\n     SECTION 2. Special Meetings. A special meeting of the stockholders for any\npurpose or purposes may be called at any time by the Chairman of the Board or by\na majority of the directors.\n\n     SECTION 3. Place of Meeting. All meetings of the stockholders shall be held\nat such place or places, within or without the State of Delaware, as may from\ntime to time be designated by the Board.\n\n     SECTION 4. Notice of Meetings. Every stockholder shall furnish the\nCorporation through its Secretary with an address at which notices of meetings\nand all other corporate notices may be served on or mailed to him. Except as\notherwise expressly required by statute, the Certificate of Incorporation or\nthese By-Laws, notice of each meeting of the stockholders shall be given to each\nstockholder entitled to vote at such meeting not less than ten nor more than\nsixty days before the date of the meeting, by delivering a written notice\nthereof to him personally, or by depositing such notice in the United States\nmail in a postage prepaid envelope, directed to him at his post-office address\nfurnished by him to the Corporation, or, if he shall not have furnished to the\nCorporation his address but his address shall otherwise appear on the records of\nthe Corporation, then at his address as it shall so appear on the records of the\nCorporation, or, if he shall not have furnished to the Corporation his\npost-office address and his address shall not otherwise appear on the records of\nthe Corporation, then at the registered office of the Corporation in the State\nof Delaware. Except as otherwise expressly required by statute, the Certificate\nof Incorporation or these By-Laws, no publication of any notice of a meeting of\nthe stockholders shall be required, nor shall the giving of any notice of any\nadjourned meeting of stockholders be required if the time and place thereof are\nannounced at the meeting at which the adjournment is taken. Every notice of a\nmeeting of the stockholders shall state the place, date and hour of the meeting\nand, in the case of a special meeting, the purpose or purposes for which the\nmeeting is called.\n\n     SECTION 5. Quorum. At each meeting of the shareholders, except as otherwise\nexpressly required by statute, the Certificate of Incorporation or these\nBy-Laws, the holders of record of a majority of the issued and outstanding\nshares of stock of the Corporation entitled to be voted at such meeting, present\neither in person or by proxy, shall constitute a quorum for the transaction of\nbusiness, provided, however, that in any case where the holders of Preferred\nStock or any series thereof are entitled to vote as a class, a quorum of the\nCommon\n\n\n\n                                       1\n\n\nStock and a quorum of the Preferred Stock or such series thereof shall be\nseparately determined. In the absence of a quorum at any such meeting or any\nadjournment or adjournments thereof, a majority in interest of the stockholders\nof the Corporation present in person or by proxy and entitled to vote, or, in\nthe absence of any stockholders, any officer entitled to preside at, or to act\nas secretary of, such meeting may adjourn the meeting from time to time,\nprovided, however, that at any such meeting where the holders of Preferred\nStock or any series thereof are entitled to vote as a class, if one class or\nseries of stock of the Corporation but not the other has a quorum present, the\nmeeting may proceed with the business to be conducted by the class or series\nhaving a quorum present, and may be adjourned from time to time in respect of\nbusiness to be conducted by the class or series not having a quorum present. At\nany adjourned meeting at which a quorum is present, any business may be\ntransacted which might have been transacted at the meeting as originally\ncalled. The absence from any meeting in person or by proxy of stockholders\nholding the number of shares of stock of the Corporation entitled to vote\nthereat required by statute, the Certificate of Incorporation or these By-Laws\nfor action upon any given matter shall not prevent action at such meeting upon\nany other matter which may properly come before the meeting, if there shall be\npresent thereat in person or by proxy stockholders holding the number of shares\nof stock of the Corporation entitled to vote thereat required in respect of\nsuch other matter.\n\n     SECTION 6. Voting. (a) Except as otherwise expressly required by statute,\nthe Certificate of Incorporation or these By-Laws, each stockholder shall at\neach meeting of the stockholders be entitled to one vote in person or by proxy\nfor each share of stock of the Corporation entitled to be voted thereat held by\nhim and registered in his name on the books of the Corporation on such date as\nmay be fixed pursuant to Article VII of these By-Laws as the record date for\nthe determination of stockholders entitled to notice of and to vote at such\nmeeting.\n\n     (b)  Shares of its own stock belonging to the Corporation, or to another\ncorporation if a majority of the shares entitled to vote in the election of\ndirectors of such other corporation is held by the Corporation, shall not be\nentitled to vote.\n\n     (c)  Persons holding stock having voting power in a fiduciary capacity, or\ntheir proxies, shall be entitled to vote the shares so held, and persons whose\nstock having voting power is pledged shall be entitled to vote, unless in the\ntransfer by the pledgor on the books of the Corporation he shall have expressly\nempowered the pledgee to vote thereon, in which case only the pledgee, or his\nproxy, may represent such stock and vote thereon.\n\n     (d)  No proxy shall be voted or acted upon after three years from its\ndate, unless said proxy provides for a longer period.\n\n     (e)  If shares shall stand of record in the names of two or more persons,\nwhether fiduciaries, members of a partnership, joint tenants, tenants in\ncommon, tenants by the entirety or otherwise, or if two or more persons shall\nhave the same fiduciary relationship respecting the same shares, unless the\nSecretary shall have been given written notice to the contrary and have been\nfurnished with a copy of the instrument or order appointing them or creating\nthe relationship wherein it is so provided, their acts with respect to voting\nshall have the following effect:\n\n          (i)  if only one shall vote, his act shall bind all;\n\n          (ii) if more than one shall vote, the act of the majority so voting\n     shall bind all; and\n\n          (iii) if more than one shall vote, but the vote shall be evenly split\n     on any particular matter, then, except as otherwise required by the\n     General Corporation Law of the State of Delaware, each faction may vote\n     the shares in question proportionally.\n\n     If the instrument so filed shall show that any such tenancy is held in\nunequal interests, the majority or even-split for the purpose of the next\nforegoing sentence shall be a majority or even-split in interest.\n\n     (f)  At all meetings of the stockholders all matters, except as otherwise\nexpressly required by statute, the Certificate of Incorporation or these\nBy-Laws, shall be decided by the vote of a majority in interest of the\nstockholders present in person or by proxy and entitled to vote on such\nmatters, a quorum being present. Except in the case of votes for the election\nof directors and for other matters where expressly so required, the vote at any\nmeeting of the stockholders on any question need not be by ballot, unless\ndemanded by a stockholder present in person or by proxy and entitled to vote on\nsuch matters, or directed by the chairman of the meeting. Upon a demand of any\nsuch stockholder, or at the direction of such chairman, that a vote by ballot\nbe taken on any question, such vote shall be taken. On a vote by ballot each\nballot shall be signed by the stockholder voting, or on his behalf by his\nproxy, and it shall show the number of shares voted by him.\n\n\n                                       2\n\n\n     SECTION 7. Lists of Stockholders. It shall be the duty of the Secretary or\nother officer who shall have charge of the stock ledger of the Corporation,\neither directly or through another officer designated by him or through a\ntransfer agent or transfer clerk appointed by the Board, to prepare and make, at\nleast ten days before every meeting of the stockholders, a complete list of the\nstockholders of each class entitled to vote at said meeting, arranged in\nalphabetical order and showing the address of each stockholder and the number of\nshares registered in the name of each stockholder. Such list shall be open to\nthe examination of any stockholder, for any purpose germane to the meeting,\nduring ordinary business hours, at the place where the meeting is to be held for\nsaid ten days and shall be produced and kept at the time and place of the\nmeeting, during the whole time thereof, and may be inspected by any stockholder\nwho may be present. Upon the willful neglect or refusal of the directors to\nproduce such list at any meeting for the election of director, they shall be\nineligible for election to any office at such meeting. The stock ledger shall be\nthe only evidence as to who are the stockholders entitled to examine the stock\nledger, such list or the books of the Corporation, or to vote in person or by\nproxy at any meeting of stockholders.\n\n     SECTION 8. Inspectors of Votes - Judges. Before, or at, each meeting of the\nstockholders at which a vote by ballot is to be taken, the Board, or the\nChairman of such meeting, shall appoint two Inspectors of Votes  or Judges to\nconduct the vote thereat. Each Inspector of Votes or Judge so appointed shall\nfirst subscribe an oath or affirmation faithfully to execute the duties of an\nInspector of Votes or Judge at such meeting with strict impartiality and\naccording to the best of his ability. Such Inspectors of Votes or Judges shall\nhave the duties prescribed by law and shall decide upon the qualifications of\nvoters and accept their votes and, when the vote is completed, shall count and\nascertain the number of shares voted respectively for and against the question\nor questions on which a vote was taken and shall make and deliver a certificate\nin writing to the secretary of such meeting of the results thereof. The\nInspectors of Votes or Judges need not be stockholders, and any officer or\ndirector may be an Inspector of Votes or Judge on any question other than a vote\nfor or against his election to any position with the Corporation or any other\nquestion which he may be directly interested. The Chairman of the meeting shall\nfix and announce at the meeting the date and time of the opening and the closing\nof the polls for each matter upon which the stockholders will vote at the\nmeeting.\n\n     SECTION 9. Nomination of Directors. Only persons who are nominated in\naccordance with the procedures set forth in the By-Laws shall be eligible to\nserve as directors. Nominations of persons for election to the Board of\nDirectors of the Corporation may be made at a meeting of stockholders (a) by or\nat the direction of the Board of Directors or (b) by any stockholder of the\nCorporation who is a stockholder of record at the time of giving of notice\nprovided for in this Section 9, who shall be entitled to vote for the election\nof directors at the meeting and who complies with the notice procedures set\nforth in this Section 9. Such nominations, other than those made by or at the\ndirection of the Board of Directors, shall be made pursuant to timely notice in\nwriting to the Secretary of the Corporation. To be timely, a stockholder's\nnotice shall be delivered to or mailed and received at the principal executive\noffices of the Corporation not less than 60 days nor more than 90 days prior to\nthe meeting; provided, however, that in the event that less than 70 days' notice\nor prior public disclosure of the date of the meeting is given or made to\nstockholders, notice by the stockholder to be timely must be so received not\nlater than the close of business on the 10th day following the day on which such\nnotice of the date of the meeting or such public disclosure was made. Such\nstockholder's notice shall set forth (a) as to each person whom the stockholder\nproposes to nominate for election or reelection as a director all information\nrelating to such person that is required to be disclosed in solicitations of\nproxies for election of directors, or is otherwise required, in each cash\npursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended\n(including such person's written consent to being named in the proxy statement\nas a nominee and to serving as a director if elected); and (b) as to the\nstockholder giving the notice (i) the name and address, as they appear on the\nCorporation's books, of such stockholder and (ii) the class and number of shares\nof the Corporation which are beneficially owned by such stockholder. At the\nrequest of the Board of Directors, any person nominated by the Board of\nDirectors for election as a director shall furnish to the Secretary of the\nCorporation that information required to be set forth in a stockholder's notice\nof nomination which pertains to the nominee. No person shall be eligible to\nserve as a director of the Corporation unless nominated in accordance with the\nprocedures set forth in this By-Law. The Chairman of the meeting shall, if the\nfacts warrant, determine and declare to the meeting that a nomination was not\nmade in accordance with the procedures prescribed by the By-Laws, and if he\nshould so determine, he shall so declare to the meeting and the defective\nnomination shall be disregarded. Notwithstanding the foregoing provisions of\nthis Section 9, a stockholder shall also comply with all applicable requirements\nof the Securities Exchange Act of 1934, as amended, and the rules and\nregulations thereunder with respect to the matters set forth in the Section.\n\n\n                                       3\n\n     SECTION 10.  Notice of Business.  At any meeting of the stockholders, only\nsuch business shall be conducted as shall have been brought before the meeting\n(a) by or at the direction of the Board of Directors or (b) by any stockholder\nof the Corporation who is a stockholder of record at the time of giving of the\nnotice provided for in this Section 10, who shall be entitled to vote at such\nmeeting and who complies with the notice procedures set forth in this Section\n10. For business to be properly brought before a stockholder meeting by a\nstockholder, the stockholder must have given timely notice thereof in writing\nto the Secretary of the Corporation. To be timely, a stockholder's notice must\nbe delivered to or mailed and received at the principal executive offices of\nthe Corporation not less than 60 days nor more than 90 days prior to the\nmeeting; provided, however, that in the event that less than 70 days' notice or\nprior public disclosure of the date of the meeting is given or made to\nstockholders, notice by the stockholder to be timely must be received no later\nthan the close of business on the 10th day following the day on which such\nnotice of the date of the meeting was mailed or such public disclosure was\nmade. A stockholder's notice to the Secretary shall set forth as to each matter\nthe stockholder proposes to bring before the meeting (a) a brief description of\nthe business desired to be brought before the meeting and the reasons for\nconducting such business at the meeting, (b) the name and address, as they\nappear on the Corporation's books, of the stockholder proposing such business,\n(c) the class and number of shares of the Corporation which are beneficially\nowned by the stockholder and (d) any material interest of the stockholder in\nsuch business. Notwithstanding anything in the By-Laws to the contrary, no\nbusiness shall be conducted at a stockholder meeting except in accordance with\nthe procedures set forth in this Section 10. The Chairman of the meeting shall,\nif the facts warrant, determine and declare to the meeting that business was\nnot properly brought before the meeting and in accordance with the provisions\nof the By-Laws, and if he should so determine, he shall so declare to the\nmeeting and any such business not properly brought before the meeting shall not\nbe transacted. Notwithstanding the foregoing provisions of this Section 10, a\nstockholder shall also comply with all applicable requirements of the\nSecurities Exchange Act of 1934, as amended, and the rules and regulations\nthereunder with respect to the matters set forth in this Section.\n\n                                  ARTICLE III\n\n                               BOARD OF DIRECTORS\n\n     SECTION 1.  General Powers.  The property, business and affairs of the\nCorporation shall be managed by the Board. The Board may adopt such rules and\nregulations for the conduct of its meetings and the management of the affairs\nof the Corporation as it may deem proper, not inconsistent with statute, the\nCertificate of Incorporation and these By-Laws.\n\n     SECTION 2.  Number, Qualifications and Term of Office.  The number of\ndirectors shall be not less than five nor more than fifteen, as shall be fixed\nfrom time to time by resolution of the Board pursuant to a vote of two-thirds\nof the directors then in office. Individuals over the age of seventy-five years\nmay stand for election as directors only with the approval of the Executive and\nNominating Committee and a two-third vote of the Directors then in office for a\nspecified reason to be enumerated in the Corporation's proxy statement. In no\nevent shall a Director stand for election beyond the age of eighty. A majority\nof the Board shall at all times be comprised of Outside Directors. For purposes\nof this Section, an Outside Director shall mean a person who is not currently\nemployed by the Corporation or any of its Subsidiaries or Affiliates. All\ndirectors who are not Outside Directors shall be known as Inside Directors.\nCollectively, Inside and Outside Directors shall be known as directors. Any\nInside Director who served as the Chief Executive Officer of the Corporation\nafter January 1, 1992, and whose employment with the Corporation terminates,\nmay be invited by the Executive and Nominating Committee to continue to serve\nas a member of the Board for a transitional period of up to one year following\nthe effective date of his\/her termination or for an additional period of time\nthereafter, but then only with a vote of two-thirds of the Directors then in\noffice and for a specified reason to be enumerated in the Corporation's proxy\nstatement. Each director shall hold office until the annual meeting of the\nstockholders next following his\/her election and until his\/her successor shall\nhave been elected and shall have qualified, or until his\/her death, or until\nhe\/she shall earlier resign. This Section shall not be amended except upon a\nvote of two-thirds of the directors then in office.\n\n     SECTION 3.  Chairman.  The Board of Directors shall elect a Chairman of\nthe Board from among the directors. This individual need not be an employee of\nthe Corporation. The Chairman of the Board shall have the overall\nresponsibility for all matters pertaining to the Board, including, without\nlimitation, meetings of the Board.\n\n\n                                       4\n\n     SECTION 4. Resignations. Any director may resign at any time by giving\nnotice to the Chairman of the Board or to the Board, in writing or by\ntelegraph, cable or wireless. Any such resignation shall take effect at the\ntime specified therein or, if no time is so specified, upon its receipt by the\nChairman of the Board or by the Board; and, unless otherwise specified therein,\nthe acceptance of such resignation shall not be necessary to make it effective.\n\n     SECTION 5. Vacancies. Except as provided in the Certificate of\nIncorporation, any vacancy in the Board, whether caused by death, resignation,\nincrease in the number of directors (whether by resolution of the Board,\namendment of these By-Laws or otherwise) or any other cause, may be filled\neither by the stockholders of the Corporation entitled to vote for the election\nof directors, at a meeting of the stockholders called for the purpose, or by\nvote of two-thirds of the directors then in office though less than a quorum;\nand each director so chosen shall hold office until the next annual meeting of\nstockholders and until his successor shall have been elected and shall have\nqualified, or until his earlier death, or until he shall earlier resign. This\nSection shall not be amended except upon a vote of two-thirds of the directors\nthen in office.\n\n     SECTION 6. First Meeting. Promptly after, and on the same day as, each\nannual election of directors, the Board may, if a quorum be present, meet at\nthe place at which such election was held, for the purpose of organization, the\nelection of officers and the transaction of other business. Notice of such\nmeeting need not be given. Such meeting may be held at any other time and place\nwhich shall be specified in a notice given as hereinafter provided for special\nmeetings of the Board.\n\n     SECTION 7. Regular Meetings. Regular meetings of the Board shall be held\nat such times and places as the Board shall determine. Notice of regular\nmeetings shall be mailed to each director addressed to him at his residence or\nusual place of business, at least five days before the meeting. This Section\nshall not be amended except upon a vote of two-thirds of the directors then in\noffice.\n\n     SECTION 8. Special Meetings; Notice. Special meetings of the Board shall\nbe held whenever called by the Chairman of the Board, or by the Secretary on\nthe written request of any three directors. Except as otherwise expressly\nrequired by statute, the Certificate of Incorporation or these By-Laws, notices\nof each such meeting shall be mailed to each director, addressed to him at his\nresidence or usual place of business, at least five days before the day on\nwhich the meeting is to be held, or shall be sent to him at such place by\ntelegraph, cable or facsimile transmission, or shall be delivered personally or\nby telephone, not later than two days before the day on which the meeting is to\nbe held. The purposes of any special meeting shall be stated with particularity\nin the notice thereof. This Section shall not be amended except upon a vote of\ntwo-thirds of the directors then in office.\n\n     SECTION 9. Place of Meetings. The Board may hold its meetings at such\nplace or places within or without the State of Delaware as it may from time to\ntime determine by resolution, or as shall be specified in the respective\nnotices of meetings.\n\n     SECTION 10. Quorum and Manner of Acting. Except as otherwise expressly\nrequired by statute, the Certificate of Incorporation or these By-Laws, five\ndirectors shall constitute a quorum for the transaction of business at any\nmeeting, and the vote of a majority of the directors present at any meeting at\nwhich a quorum is present shall be the act of the Board. In the absence of a\nquorum the Chairman of the Board or a majority of the directors present may\nadjourn any meeting from time to time until a quorum shall be present. At any\nadjourned meeting at which a quorum is present, any business may be transacted\nwhich might have been transacted at the meeting as originally called. Prompt\nnotice of any adjourned meetings shall be given. This Section shall not be\namended except upon a vote of two-thirds of the directors then in office.\n\n     SECTION 11. Committees of Board of Directors. Except as otherwise provided\nin these By-Laws, the Board may, by resolution or resolutions passed by a\nmajority of the Board, designate one or more committees, each committee to\nconsist of two or more of the directors of the Corporation, which, to the\nextent provided in said resolution or resolutions, shall have and may exercise\nthe powers of the Board in the management of the property, business and affairs\nof the Corporation, and may have power to authorize the seal of the Corporation\nto be affixed to all papers which may require it. Such committee or committees\nshall have such name or names as may be determined from time to time by\nresolution adopted by the Board. A majority of all the members of such\ncommittee may fix its rules of procedure, determine its manner of acting and\nfix the time and place, whether within or without the State of Delaware, of its\nmeetings and specify what notice thereof, if any, shall be given unless the\nBoard shall otherwise by resolution provide. The Board shall have\n\n                                       5\n\npower to change the members of any such committee at any time, to fill\nvacancies therein and to discharge any such committee or to remove any member\nthereof, either with or without cause, at any time.\n\n     SECTION 12. Ex Officio Member of Committees. The Chairman of the Board\nshall be a member 'ex-officio' of all committees of the Board, except where\nexpressly prohibited by statute, the Certificate of Incorporation or these\nBy-Laws or by the terms of any plan or other document establishing any such\ncommittee.\n\n     SECTION 13. Agenda. An agenda of matters to come before each meeting of\nthe Board shall be sent to each director at least five days before each regular\nmeeting of the Board and at least three days before each special meeting of\nthe Board. This Section shall not be amended except upon a vote of two-thirds\nof the directors then in office.\n\n                                   ARTICLE IV\n                                    OFFICERS\n\n     SECTION 1. Number and Qualification of Officers. The principal officers of\nthe Corporation shall be a Chief Executive Officer, one or more Vice\nPresidents, a Controller, a Secretary, and a Treasurer. The Board of Directors\nmay choose such other officers as it may from time to time determine. The Chief\nExecutive Officer shall be chosen from among the directors.\n\n     SECTION 2. Election and Term of Office. The officers shall be chosen\nannually by the Board. Each officer shall hold office until his successor shall\nhave been elected and shall have qualified, or until his earlier death or until\nhis earlier resignation or removal in the manner hereinafter provided.\n\n     SECTION 3. Powers and Duties of Officers. The powers and duties of the\nofficers shall be as determined from time to time by resolution of the Board,\nor in such other manner as the Board may authorize, not inconsistent with\nstatute, the Certificate of Incorporation and these By-Laws.\n\n     SECTION 4. Resignation and Removal. Any officer may resign at any time by\ngiving notice to the Chairman of the Board or to the Board, in writing or by\ntelegraph, cable or wireless. Any such resignation shall take effect at the\ntime specified therein or, if no time is so specified, upon its receipt by the\nChairman of the Board or by the Board; and, unless otherwise specified therein,\nthe acceptance of such resignation shall not be necessary to make it effective.\nAny officer may be removed, either with or without cause, at any time, by the\nvote of a majority of the Board.\n\n     SECTION 5. Vacancies. Filling a vacancy in any office for the unexpired\nportion of the term, because of death, resignation, removal or any other cause,\nshall be approved by the Board.\n\n\n                                   ARTICLE V\n                     CONTRACTS, CHECKS, DRAFTS AND PROXIES\n\n     SECTION 1. Contracts. The Board may by resolution authorize any officer or\nofficers, or agent or agents, to enter into any contract or engagement and to\nexecute and deliver any instrument in the name of and on behalf of the\nCorporation, and such authority may be general or confined to specific\ninstances; and, unless so authorized by the Board or by these By-Laws, no\nofficer, agent or employee shall have any power or authority to bind the\nCorporation by any contract or engagement or to pledge its credit or to render\nit liable pecuniarily for any purpose or for any amount.\n\n     SECTION 2. Checks and Drafts. All checks, drafts or other orders for the\npayment of money, issued in the name of the Corporation, shall be signed in\nsuch manner as shall from time to time be determined by resolution of the Board.\n\n     SECTION 3. Proxies. All proxies or instruments authorizing any person to\nattend, vote, consent or otherwise act at any and all meetings of stockholders\nof any corporation in which the Corporation shall own shares or in which it\nshall otherwise be interested shall be executed by the Chairman of the Board or\nsuch other officer as the Chairman of the Board or the Board may from time to\ntime determine.\n\n\n                                       6\n\n                                   ARTICLE VI\n\n                                 CAPITAL STOCK\n\n     SECTION 1. Certificates for Stock. Every holder of shares of stock of the\nCorporation shall be entitled to have a certificate, in such form as the Board\nshall prescribe, certifying the number and class of shares of stock of the\nCorporation owned by him. Each such certificate shall be signed in the name of\nthe Corporation by the Chairman of the Board, the President or a Vice-President\nand the Treasurer or an Assistant Treasurer or the Secretary or an Assistant\nSecretary of the Corporation, certifying the number of shares owned by him;\nprovided, however, that if such certificate is countersigned (a) by a transfer\nagent other than the Corporation or its employee or (b) by a registrar other\nthan the Corporation or its employee, the signatures of any such Chairman of\nthe Board, President, Vice-President, Treasurer, Assistant Treasurer, Secretary\nor Assistant Secretary may be facsimiles. In case any officer who shall have\nsigned, or whose facsimile signature shall have been placed upon, any such\ncertificate or certificates shall cease to be such officer before such\ncertificate or certificates shall have been issued by the Corporation, such\ncertificate or certificates may be issued by the Corporation with the same\neffect as though he were such officer at the date of issue.\n\n     SECTION 2. Transfer of Stock. Title to a certificate and to the shares of\nstock of the Corporation represented thereby shall be transferred only\n\n     (a) by delivery of the certificate endorsed either in blank or to a\nspecified person by the person appearing by the certificate to be the owner of\nthe shares represented thereby, or\n\n     (b) by delivery of the certificate and a separate document containing a\nwritten assignment of the certificate or a power of attorney to sell, assign or\ntransfer the same or the shares represented thereby, signed by the person\nappearing by the certificate to be the owner of the shares represented thereby.\nSuch assignment or power of attorney may be either in blank or to a specified\nperson.\n\n     SECTION 3. Registered Holders. The Corporation shall be entitled to treat\nthe registered holder of any certificate for stock of the Corporation as the\nabsolute and exclusive owner thereof and of the shares represented thereby for\nall purposes, including without limitation the right to receive dividends and\nto vote and liability for calls and assessments, and, accordingly, the\nCorporation shall not be bound to recognize any equitable or other claim to or\ninterest in such share or shares on the part of any person, whether or not the\nCorporation shall have express or other notice thereof, save as expressly\nprovided by statute.\n\n     SECTION 4. Regulations. The Board may make such rules and regulations as\nit may deem expedient, not inconsistent with statute, the Certificate of\nIncorporation or these By-Laws, concerning the issue, transfer and registration\nof certificates for shares of stock of the Corporation. It may appoint, or\nauthorize any principal officer or officers to appoint, one or more Transfer\nClerks or one or more Transfer Agents and one or more Registrars, and may\nrequire all certificates for shares of stock of the Corporation to bear the\nsignature or signatures of any of them.\n\n                                  ARTICLE VII\n\n                                  RECORD DATE\n\n\n     SECTION 1. Fixing of Record Date.\n\n     (a) In order that the Corporation may determine the stockholders entitled\nto notice of or to vote at any meeting of stockholders or any adjournment\nthereof, or entitled to receive payment of the dividend or other distribution or\nallotment of any rights, or entitled to exercise any rights in respect of any\nchange, conversion or exchange of stock or for the purpose of any other lawful\naction other than stockholder action by written consent, the Board of Directors\nmay fix a record date, which shall not precede the date such record date is\nfixed and shall not be more than 60 nor less than 10 days before the date of\nsuch meeting, nor more than 60 days prior to any such other action. If no record\ndate is fixed, the record date for determining stockholders entitled to notice\nof or to vote at a meeting of stockholders shall be at the close of business on\nthe day on which the Board of Directors adopts the resolution relating thereto.\nA determination of stockholders of record entitled to notice of or to vote at a\nmeeting of stockholders shall apply to any adjournment of the meeting; provided,\nhowever, that the Board of Directors may fix a new record date for the adjourned\nmeeting.\n\n\n                                       7\n\n     (b) In order that the Corporation may determine the stockholders entitled\nto consent to corporate action in writing without a meeting, the Board of\nDirectors may fix a record date, which record date shall not precede the date\nupon which the resolution fixing the record date is adopted by the Board of\nDirectors, and which date shall not be more than 10 days after the date upon\nwhich the resolution fixing the record date is adopted by the Board of\nDirectors. Any stockholder of record seeking to have the stockholders authorize\nor take corporate action by written consent shall, by written notice to the\nSecretary, request the Board of Directors to fix a record date. The Board of\nDirectors shall promptly, but in all events within 10 days after the date on\nwhich such a request is received, adopt a resolution fixing the record date. If\nno record date has been fixed by the Board of Directors within 10 days of the\ndate on which such a request is received, the record date for determining\nstockholders entitled to consent to corporate action in writing without a\nmeeting, when no prior action by the Board of Directors is required by\napplicable law, shall be the first date on which a signed written consent\nsetting forth the action taken or proposed to be taken is delivered to the\nCorporation by delivery to its registered office in the State of Delaware, its\nprincipal place of business, or any officer or agent of the Corporation having\ncustody of the book in which proceedings of meetings of stockholders are\nrecorded. Delivery made to the Corporation's registered office shall be by hand\nor by certified or registered mail, return receipt requested. If no record date\nhas been fixed by the Board of Directors and prior action by the Board of\nDirectors is required by applicable law, the record date for determining\nstockholders entitled to consent to corporate action in writing without a\nmeeting shall be at the close of business on the date on which the Board of\nDirectors adopts the resolution taking such prior action.\n\n                                  ARTICLE VIII\n\n                               WAIVERS OF NOTICE\n\n     Whenever notice is required to be given by statute, the Certificate of\nIncorporation or these By-Laws, a written waiver thereof, signed by the person\nentitled to said notice, whether before or after the time stated therein, shall\nbe deemed equivalent to notice. Attendance of a person at a meeting of\nstockholders shall constitute a waiver of notice of such meeting, except when\nthe stockholder attends a meeting for the express purpose of objecting, at the\nbeginning of the meeting, to the transaction of any business because the\nmeeting is not lawfully called or convened.\n\n                                   ARTICLE IX\n\n                                   AMENDMENTS\n\n     Subject to any limitations that may be imposed by the stockholders, and\nexcept as specifically provided in Article III of these By-Laws, the Board may\nmake by-laws and from time to time may alter, amend or repeal any by-laws. The\nstockholders may also adopt, alter, amend or repeal any by-laws at any meeting\nprovided that notice of such proposed adoption, alteration, amendment or repeal\nis included in the notice of such meeting.\n\n                                  CERTIFICATE\n\n     The undersigned,\nSecretary of GENERAL DYNAMICS CORPORATION, a Delaware corporation, does hereby\ncertify that the foregoing is a true copy of the By-Laws of the Corporation in\neffect as of this date.\n\nWITNESS my hand and the seal of the Corporation this       day of       , 19  .\n\n                                        ---------------------------------------\n\n(CORPORATE SEAL)                                       Secretary\n\n\n                                       8\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7614],"corporate_contracts_industries":[9475],"corporate_contracts_types":[9573,9574],"class_list":["post-41445","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-general-dynamics-corp","corporate_contracts_industries-aerospace__ships","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41445","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41445"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41445"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41445"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41445"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}