{"id":41446,"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-corp2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-general-dynamics-corp2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-general-dynamics-corp2.html","title":{"rendered":"By-Laws &#8211; General Dynamics Corp."},"content":{"rendered":"<pre>                          AMENDED AND RESTATED BY-LAWS\n\n                                       of\n\n                          GENERAL DYNAMICS CORPORATION\n                      (As amended effective March 7, 2001)\n\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 at 2711 Centerville Road, Suite 400, Wilmington, New Castle County, 19808.\nThe registered agent of the Corporation in Delaware is United States Corporation\nCompany.\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\nthe Corporation for the election of directors and for the transaction of any\nother proper business, notice of which was given in the notice of such meeting,\nshall be held on such date and at such time as shall be designated by resolution\nof the Board from time to time.\n\n        SECTION 2. Special Meetings. A special meeting of the stockholders for\nany purpose or purposes may be called at any time by the Chairman of the Board\nor by a majority of the directors, but such special meetings may not be called\nby any other person or persons. Business transacted at any special meeting of\nstockholders shall be limited to the purposes stated in the notice.\n\n        SECTION 3. Place of Meeting. All meetings of the stockholders shall be\nheld at such place or places, within or without the State of Delaware, or at no\nplace (but rather by means of remote communication) as may from time to time be\ndesignated 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 or otherwise\ncommunicated to him. Except as otherwise expressly required by statute, the\nCertificate of Incorporation or these By-Laws, notice of each meeting of the\nstockholders shall be given to each stockholder entitled to vote at such meeting\nnot less than ten nor more than sixty days before the date of the meeting, by\ndelivering a written notice thereof to him personally, \n\n\n                                      -1-\n   2\n\nby a method of electronic transmission consented to by the stockholder to whom\nthe notice is given, or by depositing such notice in the United States mail in a\npostage prepaid envelope, directed to him at his post office address furnished\nby him to the Corporation, or, if he shall not have furnished to the Corporation\nhis address but his address shall otherwise appear on the records of the\nCorporation, 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 post\noffice address and his address shall not otherwise appear on the records of the\nCorporation, then at the registered office of the Corporation in the State of\nDelaware. If mailed, such notice is deemed to be given when deposited in the\nUnited States mail. Except as otherwise expressly required by statute, the\nCertificate of Incorporation or these By-Laws, no publication of any notice of a\nmeeting of the stockholders shall be required. Every notice of a meeting of the\nstockholders shall state the place, if any, date and hour of the meeting, the\nmeans of remote communications, if any, by which the stockholders and proxy\nholders may be deemed to be present in person and vote at such meeting, and, in\nthe case of a special meeting, the purpose or purposes for which the meeting is\ncalled.\n\n        SECTION 5. Adjournments. Any meeting of stockholders, annual or special,\nmay adjourn from time to time to reconvene at the same or some other place, and\nnotice need not be given of any such adjourned meeting if the time, place, if\nany, thereof, and the means of remote communications, if any, by which\nstockholders and proxy holders may be deemed to be present in person and vote at\nsuch adjourned meeting are announced at the meeting at which the adjournment is\ntaken. At the adjourned meeting, the Corporation may transact any business which\nmight have been transacted at the original meeting. If the adjournment is for\nmore than thirty days, or if after the adjournment a new record date is fixed\nfor the adjourned meeting, notice of the adjourned meeting shall be given to\neach stockholder of record entitled to vote at the meeting.\n\n        SECTION 6. Quorum. At each meeting of the stockholders, except as\notherwise expressly required by statute, the Certificate of Incorporation or\nthese By-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 Stock 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 at, or any\nofficer entitled to preside at, or to act as secretary of, such meeting may\nadjourn the meeting from time to time in the manner provided in Section 5 of\nthis Article II until a quorum shall attend, provided, however, that at any such\nmeeting where the holders of Preferred Stock or any series thereof are entitled\nto vote as a class, if one class or series of stock of the Corporation but not\nthe other has a quorum present, the meeting may proceed with the business to be\nconducted by the class or series having a quorum present, and may be adjourned\nfrom time to time in respect of business to be conducted by the class or series\nnot having a quorum present. The absence from any meeting in person or by proxy\nof stockholders holding the number of shares of stock of the Corporation\nentitled to vote thereat required by statute, the Certificate of Incorporation\nor these By-Laws for action upon any given matter shall not prevent action at\nsuch meeting upon any other matter which may properly come before the meeting,\nif there shall be present thereat in person or by proxy stockholders holding the\nnumber of shares of stock of the Corporation entitled to vote thereat required\nin respect of such other matter.\n\n\n                                      -2-\n   3\n\n\n        SECTION 7. Voting. (a) Except as otherwise provided by or pursuant to\nstatute, the Certificate of Incorporation or these By-Laws, each stockholder\nentitled to vote at any meeting of stockholders shall be entitled to one vote in\nperson or by proxy for each share of stock of the Corporation entitled to be\nvoted upon the matter in question held by him and registered in his name on the\nbooks of the Corporation on such date as may be fixed pursuant to Article VII of\nthese By-Laws as the record date for the determination of stockholders entitled\nto notice of and to vote at such meeting.\n\n        (b)     Shares of its own stock belonging to the Corporation, or to\nanother corporation if a majority of the shares entitled to vote in the election\nof directors 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\ncapacity, or their proxies, shall be entitled to vote the shares so held, and\npersons whose stock having voting power is pledged shall be entitled to vote,\nunless in the transfer by the pledgor on the books of the Corporation he shall\nhave expressly empowered the pledgee to vote thereon, in which case only the\npledgee, or his proxy, may represent such stock and vote thereon.\n\n        (d)     Each stockholder entitled to vote at a meeting of stockholders\nor to express consent or dissent to corporate action in writing without a\nmeeting may authorize another person or persons to act for such stockholder by\nproxy, but no such proxy shall be voted or acted upon after three years from its\ndate, unless said proxy provides for a longer period. A proxy shall be\nirrevocable if it states that it is irrevocable and if, and only as long as, it\nis coupled with an interest sufficient in law to support an irrevocable power. A\nstockholder may revoke any proxy which is not irrevocable by attending the\nmeeting and voting in person or by filing an instrument in writing revoking the\nproxy or by delivering a proxy in accordance with applicable law bearing a later\ndate to the Secretary of the Corporation.\n\n        (e)     If shares shall stand of record in the names of two or more\npersons, whether fiduciaries, members of a partnership, joint tenants, tenants\nin common, 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 the\nrelationship wherein it is so provided, their acts with respect to voting shall\nhave 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\n        voting shall bind all;\n\nand\n\n                (iii)   if more than one shall vote, but the vote shall be\n        evenly split on any particular matter, then, except as otherwise\n        required by the General Corporation Law of the State of Delaware, each\n        faction may vote the shares in question proportionally.\n\n\n                                      -3-\n   4\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 stockholders for the election of directors, a\nplurality of the votes cast shall be sufficient to elect. All other elections\nand questions shall, except as otherwise expressly required by the Certificate\nof Incorporation, these By-Laws, the rules or regulations of any stock exchange\napplicable to the Corporation, or applicable law or pursuant to any regulation\napplicable to the Corporation or its securities, shall be decided by the\naffirmative vote of a majority in interest of the stockholders present in person\nor by proxy and entitled to vote on such matters, a quorum being present. Except\nin the case of votes for the election of directors and for other matters where\nexpressly so required, the vote at any meeting of the stockholders on any\nquestion need not be by ballot. On a vote by ballot each ballot shall be signed\nby the stockholder voting, or on his behalf by his proxy, and it shall show the\nnumber of shares voted by him.\n\n        SECTION 8. Lists of Stockholders. It shall be the duty of the Secretary\nor other 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, as\nrequired by applicable law. Upon the willful neglect or refusal of the directors\nto produce such list in accordance with applicable law, they shall be ineligible\nfor election to any office at such meeting. The stock ledger shall be the only\nevidence as to who are the stockholders entitled to examine the stock ledger,\nsuch list or the books of the Corporation, or to vote in person or by proxy at\nany meeting of stockholders.\n\n        SECTION 9. Inspectors of Votes - Judges. Before each meeting of the\nstockholders at which a vote by ballot is to be taken, the Corporation shall\nappoint two Inspectors of Votes or Judges to act at such meeting and make a\nwritten report thereof. The Corporation may designate one or more persons as\nalternate Inspectors of Votes or Judges to replace any Inspector of Votes or\nJudge who fails to act. If no Inspector of Vote or Judge or alternate is able to\nact at a meeting of stockholders, the Chairman of such meeting shall appoint one\nor more Inspectors of Votes or Judges to act at the meeting. Each Inspector of\nVotes or Judge so appointed shall first subscribe an oath or affirmation\nfaithfully to execute the duties of an Inspector of Votes or Judge at such\nmeeting with strict impartiality and according to the best of his ability. Such\nInspectors of Votes or Judges shall have the duties prescribed by law and shall\ndecide upon the qualifications of voters and accept their votes and, when the\nvote is completed, shall count and ascertain the number of shares voted\nrespectively for and against the question or questions on which a vote was taken\nand shall make and deliver a certificate in writing to the secretary of such\nmeeting of the results thereof. The Inspectors of Votes or Judges may appoint or\nretain other persons or entities to assist the Inspectors of Votes or Judges in\nthe performance of their duties. The Inspectors of Votes or Judges need not be\nstockholders, and any officer or director may be an Inspector of Votes or Judge\non any question other than a vote for or against his election to any position\nwith the Corporation or any other question in which he may be directly\ninterested.\n\n\n                                      -4-\n   5\n\n        SECTION 10. 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.\n\n        (a)     Annual Meetings of Stockholders. (1) Nominations of persons for\nelection to the Board may be made at an annual meeting of stockholders only (a)\npursuant to the Corporation's notice of meeting (or any supplement thereto), (b)\nby or at the direction of the Board or (c) by any stockholder of the Corporation\nwho is a stockholder of record at the time of giving of notice provided for in\nthis Section 10, who shall be entitled to vote for the election of directors at\nthe meeting and who complies with the notice procedures set forth in this\nSection 10.\n\n                (2)     Such nominations, other than those made by or at the\ndirection of the Board, shall be made pursuant to timely notice in writing to\nthe Secretary of the Corporation. To be timely, a stockholder's notice shall be\ndelivered to or mailed and received at the principal executive offices of the\nCorporation not later than the close of business on the ninetieth day nor\nearlier than the close of business on the one hundred twentieth day prior to the\nfirst anniversary of the preceding year's annual meeting; provided, however,\nthat in the event that the date of the annual meeting is more than thirty days\nbefore or more than seventy days after such anniversary date or other prior\npublic disclosure of the date of the meeting, notice by the stockholder to be\ntimely must be so delivered not earlier than the close of business on the one\nhundred twentieth day prior to such annual meeting and not later than the close\nof business on the later of the ninetieth day prior to such annual meeting or\nthe tenth day following the day on which such notice of the date of the meeting\nor such public disclosure was first made. In no event shall the public\nannouncement of an adjournment or postponement of an annual meeting commence a\nnew time period (or extend any time period) for the giving of a stockholder's\nnotice as described above. Such stockholder's notice shall set forth (a) as to\neach person whom the stockholder proposes to nominate for election or reelection\nas a director (i) the name, age, business address and residence address of the\nperson, (ii) the principal occupation or employment of the person, (iii) the\nclass or series and number of shares of capital stock of the Corporation which\nare beneficially owned by the person and (iv) any other information relating to\nsuch person that is required to be disclosed in solicitations of proxies for\nelection of directors, or is otherwise required, in each case pursuant to\nRegulation 14A under the Securities Exchange Act of 1934, as amended (the\n\"Exchange Act\") (including such person's written consent to being named in the\nproxy statement as a nominee and to serving as a director if elected); and (b)\nas to the stockholder giving the notice and the beneficial owner, if any, on\nwhose behalf the nomination is made (i) the name and address of such\nstockholder, as they appear on the Corporation's books, and of such beneficial\nowner, (ii) the class or series and number of shares of the Corporation which\nare owned beneficially and of record by such stockholder and by such beneficial\nowner, (iii) a description of all arrangements or understandings between such\nstockholder and\/or beneficial owner and each proposed nominee and any other\nperson or persons (including their names) pursuant to which the nomination(s)\nare to be made by such stockholder, (iv) a representation that such stockholder\nis a holder of record of stock of the Corporation entitled to vote at such\nmeeting and intends to appear in person or by proxy at the meeting to nominate\nthe person named in its notice, (v) a representation whether the stockholder or\nthe beneficial owner, if any, intends or is a part of a group which intends (a)\nto deliver a proxy statement and\/or form of proxy to holders of at least the\npercentage of the Corporation's outstanding capital stock required to elect the\nnominee and\/or (b) otherwise to solicit proxies from stockholders in support of\nsuch nomination, and (vi) any other information relating to such stockholder or\nbeneficial owner that would be required to be disclosed in a proxy statement or\n\n\n                                      -5-\n   6\n\nother filings required to be made in connection with solicitations of proxies\nfor election of directors pursuant to Regulation 14A under the Exchange Act. At\nthe request of the Board, any person nominated by the Board for election as a\ndirector shall furnish to the Secretary of the Corporation that information\nrequired to be set forth in a stockholder's notice of nomination which pertains\nto the nominee, or any other information as the Board may reasonably require to\ndetermine the eligibility of such proposed nominee to serve as a director of the\nCorporation. No person shall be eligible to serve as a director of the\nCorporation unless nominated in accordance with the procedures set forth in this\nBy-Law and unless qualified under the other provisions of these By-Laws. Except\nas otherwise provided by law, the Chairman of the meeting has the power and\nauthority to and shall, if the facts warrant, determine and declare to the\nmeeting that a nomination was not made in accordance with the procedures\nprescribed by the By-Laws, and if he should so determine, he shall so declare to\nthe meeting and the defective nomination shall be disregarded. Notwithstanding\nthe foregoing provisions of this Section 10, if the stockholder (or a qualified\nrepresentative of the stockholder) does not appear at the meeting of\nstockholders of the Corporation to present a nomination, such nomination shall\nbe disregarded, notwithstanding that proxies in respect of such vote may have\nbeen received by the Corporation. Notwithstanding the foregoing provisions of\nthis Section 10, a stockholder shall also comply with all applicable\nrequirements of the Exchange Act and the rules and regulations promulgated\nthereunder with respect to the matters set forth in this Section 10. Nothing in\nthis Section 10 shall be deemed to affect any rights of the holders of any\nseries of preferred stock to elect directors pursuant to any applicable\nprovisions of the Certificate of Incorporation.\n\n                (3)     Notwithstanding anything in the second sentence of\nparagraph (a)(2) of this Section 10 to the contrary, in the event that the\nnumber of directors to be elected to the Board at an annual meeting is increased\nand there is no public announcement by the Corporation naming the nominees for\nthe additional directorships at least one hundred days prior to the first\nanniversary of the preceding year's annual meeting, a stockholder's notice\nrequired by this Section 10 shall also be considered timely, but only with\nrespect to nominees for the additional directorships, if it shall be delivered\nto the Secretary at the principal executive offices of the Corporation not later\nthan the close of business on the tenth day following the day on which such\npublic announcement is first made by the Corporation.\n\n        (b)     Special Meetings of Stockholders. Nominations of persons for\nelection to the Board may be made at a special meeting of stockholders at which\ndirectors are to be elected pursuant to the Corporation's notice of meeting (1)\nby or at the direction of the Board or (2) provided that the Board has\ndetermined that directors shall be elected at such meeting, by any stockholder\nof the Corporation who is a stockholder of record at the time the notice\nprovided for in this Section 10 is delivered to the Secretary of the\nCorporation, who is entitled to vote at the meeting and upon such election and\nwho complied with the notice procedures set forth in this Section 10. In the\nevent the Corporation calls a special meeting of stockholders for the purpose of\nelecting one or more directors to the Board, any such stockholder entitled to\nvote in such election of directors may nominate a person or persons (as the case\nmay be) for election to such position(s) as specified in the Corporation's\nnotice of meeting, if the stockholder's notice required by paragraph (a)(2) of\nthis Section 10 shall be delivered to the Secretary at the principal executive\noffices of the Corporation not earlier than the close of business on the one\nhundred twentieth day prior to such special meeting and not later than the close\nof business on the later of the ninetieth day prior to such special meeting or\nthe tenth day following \n\n\n                                      -6-\n   7\n\nthe day on which public announcement is first made of the date of the special\nmeeting and of the nominees proposed by the Board to be elected at such meeting.\nIn no event shall the public announcement of an adjournment or postponement of a\nspecial meeting commence a new time period (or extend any time period) for the\ngiving of a stockholder's notice as described above.\n\n        (c)     For purposes of this Section 10, \"public announcement\" shall\ninclude disclosure in a press release reported by the Dow Jones News Service,\nAssociated Press or comparable national news service or in a document publicly\nfiled by the Corporation with the Securities and Exchange Commission pursuant to\nSection 13, 14 or 15(d) of the Exchange Act.\n\n        SECTION 11. Notice of Business. (a) At an annual meeting of the\nstockholders, only such business shall be conducted as shall have been brought\nbefore the meeting (i) pursuant to the Corporation's notice of meeting (or any\nsupplement thereto), (ii) by or at the direction of the Board or (iii) by any\nstockholder of the Corporation who is a stockholder of record at the time of\ngiving of the notice provided for in this Section 11, who shall be entitled to\nvote at such meeting and who complies with the notice procedures set forth in\nthis Section 11.\n\n        (b)     For business to be properly brought before a stockholder meeting\nby a stockholder, the stockholder must have given timely notice thereof 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 later than the close of business on the ninetieth\nday nor earlier than the close of business on the one hundred twentieth day\nprior to the first anniversary of the preceding year's annual meeting; provided,\nhowever, that in the event that the date of the annual meeting is more than\nthirty days before or more than seventy days after such anniversary date or\nother prior public disclosure of the date of the meeting, notice by the\nstockholder to be timely must be so delivered not earlier than the close of\nbusiness on the one hundred twentieth day prior to such annual meeting and not\nlater than the close of business on the later of the ninetieth day prior to such\nannual meeting or the tenth day following the day on which such notice of the\ndate of the meeting or such public disclosure was first made. In no event shall\nthe public announcement of an adjournment or postponement of an annual meeting\ncommence a new time period (or extend any time period) for the giving of a\nstockholder's notice as described above. A stockholder's notice to the Secretary\nshall set forth (a) as to each matter the stockholder proposes to bring before\nthe meeting (i) a brief description of the business desired to be brought before\nthe meeting and the reasons for conducting such business at the meeting, (ii)\nthe text of the proposal or business (including the text of any resolutions\nproposed for consideration and in the event that such business includes a\nproposal to amend the By-Laws of the Corporation, the language of the proposed\namendment), (iii) any material interest in such business of such stockholder and\nsuch beneficial owner, if any, on whose behalf the proposal is made, and (iv)\nany other information relating to such business that is required to be disclosed\nin a proxy statement or other filings required to be made in connection with\nsolicitations of proxies in support of such proposal or is otherwise required\npursuant to Regulation 14A of the Exchange Act and (b) as to the stockholder\ngiving the notice and the beneficial owner, if any, on whose behalf the proposal\nis made (i) the name and address of such stockholder, as they appear on the\nCorporation's books, and of such beneficial owner, (ii) the class or series and\nnumber of shares of the Corporation which are owned beneficially and of record\nby such stockholder and by such beneficial owner, (iii) a description of all\narrangements or understandings between such stockholder and\/or beneficial owner\nand any other person or persons \n\n\n                                      -7-\n   8\n\n(including their names) pursuant to which the proposal(s) are to be made by such\nstockholder, (iv) a representation that such stockholder is a holder of record\nof stock of the Corporation entitled to vote at such meeting and intends to\nappear in person or by proxy at the meeting to propose the items of business set\nforth in its notice, (v) a representation whether the stockholder or the\nbeneficial owner, if any, intends or is a part of a group which intends (a) to\ndeliver a proxy statement and\/or form of proxy to holders of at least the\npercentage of the Corporation's outstanding capital stock required to approve or\nadopt the proposal and\/or (b) otherwise to solicit proxies from stockholders in\nsupport of such proposal, and (vi) any other information relating to such\nstockholder or beneficial owner that would be required to be disclosed in a\nproxy statement or other filings required to be made in connection with\nsolicitations of proxies in support of such proposal pursuant to Regulation 14A\nunder the Exchange Act. Notwithstanding anything in the By-Laws to the contrary,\nno business shall be conducted at a stockholder meeting except in accordance\nwith the procedures set forth in this Section 11. The timing requirements for\nadvance notice of a proposal set forth in this Section 11 shall be deemed\nsatisfied by a stockholder if the stockholder has notified the Corporation of\nhis or her intention to present a proposal at an annual meeting in compliance\nwith Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act\nand such stockholder's proposal has been included in a proxy statement that has\nbeen prepared by the Corporation to solicit proxies for such annual meeting.\nExcept as otherwise provided by law, the Chairman of the meeting has the power\nand authority to and shall, if the facts warrant, determine and declare to the\nmeeting that business was not properly brought before the meeting and in\naccordance with the provisions of these By-Laws, and if he should so determine,\nhe shall so declare to the meeting and any such business not properly brought\nbefore the meeting shall not be transacted. Notwithstanding the foregoing\nprovisions of this Section 11, a stockholder shall also comply with all\napplicable requirements of the Exchange Act and the rules and regulations\npromulgated thereunder with respect to the matters set forth in this Section.\nNothing in this Section 11 shall be deemed to affect any rights of stockholders\nto request inclusion of proposals in the Corporation's proxy statement pursuant\nto Rule 14a-8 under the Exchange Act.\n\n        (c)     For purposes of this Section 11, \"public announcement\" shall\ninclude disclosure in a press release reported by the Dow Jones News Service,\nAssociated Press or comparable national news service or in a document publicly\nfiled by the Corporation with the Securities and Exchange Commission pursuant to\nSection 13, 14 or 15(d) of the Exchange Act.\n\n        SECTION 12. Organization. Meetings of stockholders shall be presided\nover by the Chairman of the Board, if any, or in his absence by the Vice\nChairman of the Board, if any, or in his absence by the President, or in his\nabsence by a Vice President, or in the absence of the foregoing persons by a\nchairman designated by the Board, or in the absence of such designation by a\nchairman chosen at the meeting. The Secretary shall act as secretary of the\nmeeting, but in his absence the chairman of the meeting may appoint any person\nto act as secretary of the meeting.\n\n        SECTION 13. Conduct of Meetings. The date and time of the opening and\nthe closing of the polls for each matter upon which the stockholders will vote\nat a meeting shall be announced at the meeting by the person presiding over the\nmeeting. The Board may adopt by resolution such rules and regulations for the\nconduct of the meeting of stockholders as it shall deem appropriate. Except to\nthe extent inconsistent with such rules and regulations as adopted by the Board,\nthe person presiding over any meeting of stockholders shall have the right and\nauthority to convene and to \n\n\n                                      -8-\n   9\n\nadjourn the meeting, to prescribe such rules, regulations and procedures and to\ndo all such acts as, in the judgment of such chairman, are appropriate for the\nproper conduct of the meeting. Such rules, regulations or procedures, whether\nadopted by the Board or prescribed by the presiding officer of the meeting, may\ninclude, without limitation, the following: (i) the establishment of an agenda\nor order of business for the meeting; (ii) rules and procedures for maintaining\norder at the meeting and the safety of those present; (iii) limitations on\nattendance at or participation in the meeting to stockholders of record of the\nCorporation, their duly authorized and constituted proxies or such other persons\nas the Chairman of the meeting shall determine; (iv) restrictions on entry to\nthe meeting after the time fixed for the commencement thereof; and (v)\nlimitations on the time allotted to questions or comments by participants.\nUnless and to the extent determined by the Board of Directors or the person\npresiding over the meeting, meetings of stockholders shall not be required to be\nheld in accordance with the rules of parliamentary procedure.\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 or under the direction of the Board. The Board\nmay adopt such rules and regulations for the conduct of its meetings and the\nmanagement of the affairs of the Corporation as it may deem proper, not\ninconsistent with statute, the Certificate 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 of\nthe directors then in office. Individuals over the age of seventy-five years may\nstand for election as directors only with the approval of the Nominating\nCommittee and a two-thirds vote of the directors then in office for a specified\nreason to be enumerated in the Corporation's proxy statement. In no event shall\na director stand for election beyond the age of eighty. A majority of the Board\nshall at all times be comprised of outside directors. For purposes of this\nSection, an outside director shall mean a person who is not currently employed\nby the Corporation or any of its subsidiaries or affiliates. All directors who\nare not outside directors shall be known as inside directors. Collectively,\ninside and outside directors shall be known as directors. Any inside director\nwho served as the Chief Executive Officer of the Corporation after January 1,\n1992, and whose employment with the Corporation terminates, may be invited by\nthe Nominating Committee to continue to serve as a member of the Board for a\ntransitional period of up to one year following the effective date of his\/her\ntermination or for an additional period of time thereafter, but then only with a\nvote of two-thirds of the directors then in office and for a specified reason to\nbe enumerated in the Corporation's proxy statement. Each director shall hold\noffice until the annual meeting of the stockholders next following his\/her\nelection and until his\/her successor shall have been elected and shall have\nqualified, or until his\/her death, or until he\/she shall earlier resign. This\nSection shall not be amended by the Board except upon a vote of two-thirds of\nthe directors then in office.\n\n        SECTION 3. Chairman. The Board shall elect a Chairman of the Board from\namong the directors. This individual need not be an employee of the Corporation.\nThe Chairman of the Board \n\n\n                                      -9-\n   10\n\nshall have the overall responsibility for all matters pertaining to the Board,\nincluding, without limitation, meetings of the Board.\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, by telegraph,\ncable or wireless, or by electronic mail or other means of electronic\ncommunication. Any such resignation shall take effect at the time specified\ntherein or, if no time is so specified, upon its receipt by the Chairman of the\nBoard or by the Board; and, unless otherwise specified therein, the acceptance\nof such resignation shall not be necessary to make it effective.\n\n        SECTION 5. Vacancies. Except as provided by law or the Certificate of\nIncorporation, any newly created directorship or vacancy in the Board, whether\ncaused by death, resignation, increase in the number of directors (whether by\nresolution of the Board, amendment of these By-Laws or otherwise) or any other\ncause, may be filled either by the stockholders of the Corporation entitled to\nvote for the election of directors, at a meeting of the stockholders called for\nthat purpose or by vote of two-thirds of the directors then in office though\nless than a quorum; and each director so chosen shall hold office until the next\nannual meeting of stockholders and until his successor shall have been elected\nand shall have qualified, or until his earlier death, or until he shall earlier\nresign. This Section shall not be amended by the Board except upon a vote of\ntwo-thirds of the directors then 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 the\nplace 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 Meeting. Regular meetings of the Board shall be held\nat such times and places as the Board shall determine. Notice of regular\nmeetings shall be given by letter, telegraph, cable, facsimile transmission,\nelectronic mail or other means of electronic communication, addressed or\notherwise directed to each director at his residence or usual place of business,\nat least five days before the meeting. This Section shall not be amended by the\nBoard except upon a vote of two-thirds of the directors then in office.\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 the\nwritten request of any three directors. Except as otherwise expressly required\nby statute, the Certificate of Incorporation or these By-Laws, notices of each\nsuch meeting shall be mailed to each director, addressed to him at his residence\nor usual place of business, at least five days before the day on which the\nmeeting is to be held, or shall be sent to him at such place by telegraph,\ncable, facsimile transmission, electronic mail or other means of electronic\ncommunication, or shall be delivered personally or by telephone, not later than\ntwo days before the days on which the meeting is to be held. The purposes of any\nspecial meeting shall be stated with particularity in the notice thereof. This\nSection shall not be amended by the Board except upon a vote of two-thirds of\nthe directors then in office.\n\n\n                                      -10-\n   11\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 notices\nof 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 act of the Board. In the absence of a quorum\nthe Chairman of the Board or a majority of the directors present may adjourn any\nmeeting from time to time until a quorum shall be present. At any adjourned\nmeeting at which a quorum is present, any business may be transacted which might\nhave been transacted at the meeting originally called. Prompt notice of any\nadjourned meetings shall be given. This Section shall not be amended by the\nBoard 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\nprovided in these By-Laws, the Board may, by resolution or resolutions passed by\na majority 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 extent\nprovided in said resolution or resolutions, shall have and may exercise the\npowers and authority of the Board in the management of the property, business\nand affairs of the Corporation, and may have power to authorize the seal of the\nCorporation to be affixed to all papers which may require it. Such committee or\ncommittees shall have such name or names as may be determined from time to time\nby resolution adopted by the Board. The Board may designate one or more\ndirectors as alternate members of any committee, who may replace any absent or\ndisqualified member at any meeting of the committee. In the absence or\ndisqualification of a member of the committee, the member or members thereof\npresent at any meeting and not disqualified from voting, whether or not he or\nthey constitute a quorum, may unanimously appoint another member of the Board to\nact at the meeting in place of any such absent or disqualified member. A\nmajority of all the members of such committee may make, alter and repeal its\nrules of procedure, determine its manner of acting and fix the time and place,\nwhether within or without the State of Delaware, of its meetings and specify\nwhat notice thereof, shall be given unless the Board shall otherwise by\nresolution provide. In the absence of such rules each committee shall conduct\nits business in the same manner as the Board conducts its business pursuant to\nthis Article III of the By-Laws. The Board shall have power to change the\nmembers of any such committee at any time, to fill vacancies therein and to\ndischarge any such committee or to remove any members thereof, either with or\nwithout 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 communicated to each director with the notice for such\nmeeting; if notice is not required for such meeting, then the agenda shall be\ncommunicated at least five days before such meeting. This\n\n\n                                      -11-\n   12\n\nSection shall not be amended by the Board except upon a vote of two-thirds of\nthe directors then in office.\n\n        SECTION 14. Telephonic Meetings Permitted. Members of the Board, or any\ncommittee designated by the Board, may participate in a meeting thereof by means\nof conference telephone or other communications equipment by means of which all\npersons participating in the meeting can hear each other, and participation in a\nmeeting pursuant to this By-Law shall constitute presence in person at such\nmeeting.\n\n        SECTION 15. Organization. Meetings of the Board shall be presided over\nby the Chairman of the Board, if any, or in his absence, by the Vice Chairman of\nthe Board, if any, or in his absence by a chairman chosen at the meeting. The\nSecretary shall act as secretary of the meeting, but in his absence the chairman\nof the meeting may appoint any person to act as secretary of the meeting.\n\n        SECTION 16. Action by Unanimous Consent of Directors. Unless otherwise\nrestricted by the Certificate of Incorporation or these By-Laws, any action\nrequired or permitted to be taken at any meeting of the Board, or any committee\nthereof, may be taken without a meeting if all members of the Board or such\ncommittee, as the case may be, consent thereto in accordance with applicable\nlaw.\n\n                                   ARTICLE IV\n\n                                    OFFICERS\n\n        SECTION 1. Number and Qualification of Officers. The principal officers\nof the Corporation shall be a Chief Executive Officer, one or more Vice\nPresidents, a Controller, a Secretary, and a Treasurer. The Board may choose\nsuch other officers as it may from time to time determine. The Chief Executive\nOfficer shall be chosen from among the directors. The Board may also choose a\nChairman of the Board and a Vice Chairman of the Board from among its members.\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 hereafter provided.\n\n        SECTION 3. Powers and Duties of Officers. The powers and duties of\nofficers shall be as determined from time to time by resolution of the Board, or\nin such other manner as the Board may authorize, not inconsistent with statute,\nthe Certificate of Incorporation and these By-Laws. To the extent not so\nprovided by the Board, the powers and duties of the officers shall be as\ngenerally pertain to their respective offices.\n\n        SECTION 4. Resignation and Removal. Any officer may resign at any time\nby giving 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 time\nspecified 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\n                                      -12-\n   13\n\n        SECTION 5. Vacancies. Any vacancy in any office by death, resignation,\nremoval or otherwise may be filled for the unexpired portion of the term by the\nBoard at any meeting.\n\n                                    ARTICLE V\n\n                      CONTRACTS, CHECKS, DRAFTS AND PROXIES\n\n        SECTION 1. Contracts. The Board may by resolution authorize any\nofficer(s), agent(s) or employee(s) to enter into any contract or engagement and\nto execute 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 or money, issued in the name of the Corporation, shall be signed in such\nmanner 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 entity in which the Corporation shall own shares or in which it shall\notherwise be interested shall be executed by the Chairman of the Board or such\nother officer as the Chairman or the Board may from time to time determine.\n\n                                   ARTICLE VI\n\n                                  CAPITAL STOCK\n\n        SECTION 1. Certificates for Stock. Every holder of shares of stock of\nthe Corporation shall be entitled to have a certificate, in such form as the\nBoard shall 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. Any or all of the signatures on the certificate\nmay be a facsimile. In case any officer, transfer clerk, transfer agent or\nregistrar who shall have signed, or whose facsimile signature shall have been\nplaced upon, any such certificate or certificates shall cease to be such\nofficer, transfer clerk, transfer agent or registrar before such certificate or\ncertificates shall have been issued by the Corporation, such certificate or\ncertificates may be issued by the Corporation with the same effect as though he\nwere such officer, transfer clerk, transfer agent or registrar at the date of\nissue.\n\n        SECTION 2. Transfer of Stock. Title to a certificate and to the shares\nof stock 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\n                                      -13-\n   14\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\ntreat the registered holder of any certificate for stock of the Corporation as\nthe absolute and exclusive owner thereof and of the shares represented thereby\nfor all purposes, including without limitation the right to receive dividends,\nthe right to 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 shares 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 statue, 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        SECTION 5. Lost, Stolen or Destroyed Stock Certificates; Issuance of New\nCertificates. The Corporation may issue a new certificate of stock in the place\nof any certificate theretofore issued by it, alleged to have been lost, stolen\nor destroyed, and the Corporation may require the owner of the lost, stolen or\ndestroyed certificate, or his legal representative, to give the Corporation a\nbond sufficient to indemnify it against any claim that may be made against it on\naccount of the alleged loss, theft or destruction of any such certificate or the\nissuance of such new certificate.\n\n                                   ARTICLE VII\n\n                                   RECORD DATE\n\n        SECTION 1. Fixing of Record Date.\n\n        (a)     In order that the Corporation may determine the stockholders\nentitled to notice of or to vote at any meeting of stockholders or any\nadjournment thereof, or entitled to receive payment of any dividend or other\ndistribution or allotment of any rights, or entitled to exercise any rights in\nrespect of any change, conversion or exchange of stock or for the purpose of any\nother lawful action other than stockholder action by written consent, the Board\nmay fix a record date, which shall not precede the date upon which the\nresolution fixing such record date is adopted by the Board and (i) in the case\nof determination of stockholders entitled to vote at any meeting of stockholders\nor adjournment thereof, shall, unless otherwise required by law, not be more\nthan 60 nor less than 10 days before the date of such meeting or (ii) in the\ncase of any other action (other than stockholder action by written consent),\nshall not be more than 60 days prior to any such other action. If no record date\nis fixed: (1) the record date for determining stockholders entitled to notice of\nor to vote at a meeting of stockholders shall be at the close of business on the\nday next preceding the day on \n\n\n                                      -14-\n   15\n\nwhich notice is given, or, if notice is waived, at the close of business on the\nday next preceding the day on which the meeting is held; and (2) the record date\nfor determining stockholders for any other purpose (other than stockholder\naction by written consent) shall be at the close of business on the day on which\nthe Board adopts the resolution relating thereto. A determination of\nstockholders of record entitled to notice of or to vote at a meeting of\nstockholders shall apply to any adjournment of the meeting; provided, however,\nthat the Board may fix a new record date for the adjourned meeting. \n\n        (b)     In order that the Corporation may determine the stockholders\nentitled to consent to corporate action in writing without a meeting, the Board\nmay fix a record date, which record date shall not precede the date upon which\nthe resolution fixing the record date is adopted by the Board, and which date\nshall not be more than 10 days after the date upon which the resolution fixing\nthe record date is adopted by the Board. Any stockholder of record seeking to\nhave the stockholders authorize or take corporate action by written consent\nshall, by written notice to the Secretary, request the Board to fix a record\ndate. The Board shall promptly, but in all events within 10 days after the date\non which such a request is receive, adopt a resolution fixing the record date.\nIf no record date has been fixed by the Board within 10 days of the date on\nwhich such a request is received, the record date for determining stockholders\nentitled to consent to corporate action in writing without a meeting, when no\nprior action by the Board is required by applicable law, shall be the first date\non which a signed written consent setting forth the action taken or proposed to\nbe taken is delivered to the Corporation by delivery to its registered office in\nthe State of Delaware, its principal place of business, or any officer or agent\nof the Corporation having custody of the book in which proceedings of meetings\nof stockholders are recorded. Delivery made to the Corporation's registered\noffice shall be by hand or by certified or registered mail, return receipt\nrequested. If no record date has been fixed by the Board and prior action by the\nBoard 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 adopts\nthe 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 waiver thereof, by the person entitled to said\nnotice, whether before or after the time stated therein, shall be deemed\nequivalent to notice. Attendance of a person at a meeting of stockholders shall\nconstitute a waiver of notice of such meeting, except when the stockholder\nattends a meeting for the express purpose of objecting, at the beginning of the\nmeeting, to the transaction of any business because the meeting is not lawfully\ncalled or convened. Neither the business to be transacted at nor the purpose of\nany regular or special meeting of the stockholders, directors or members of a\ncommittee of directors need be specified in any waiver of notice.\n\n                                   ARTICLE IX\n\n                                 FORM OF RECORDS\n\n\n                                      -15-\n   16\n\n        Any records maintained by the Corporation in the regular course of its\nbusiness, including its stock ledger, books of account and minute books, may be\nkept on, or by means of, or be in the form of, any information storage device or\nmethod, provided that the records so kept can be converted into clearly legible\npaper form within a reasonable time.\n\n\n\n                                      -16-\n   17\n\n                                    ARTICLE X\n\n                                   FISCAL YEAR\n\n        The fiscal year of the Corporation shall be determined by resolution of\nthe Board.\n\n                                   ARTICLE XI\n\n                                   AMENDMENTS\n\n        The Board from time to time may adopt, alter, amend or repeal By-Laws.\nThe stockholders may also adopt, alter, amend or repeal 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\n\n                                   CERTIFICATE\n\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 __________,\n200__.\n\n\n\n                                             -----------------------------------\n(CORPORATE SEAL)                                          Secretary\n\n\n\n                                      -17-\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-41446","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\/41446","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=41446"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41446"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41446"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41446"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}