{"id":41452,"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-he-holdings-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-he-holdings-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-he-holdings-inc.html","title":{"rendered":"By-Laws &#8211; HE Holdings Inc."},"content":{"rendered":"<pre>                             AMENDED AND RESTATED\n\n                                    BY-LAWS\n\n                                       OF\n\n                               HE HOLDINGS, INC.\n\n                 (Amended and Restated as of December 7, 1997)\n\n              Incorporated under the Laws of the State of Delaware\n\n                             ______________________\n\n\n                                   ARTICLE I\n                              Offices And Records\n\n     Section 1.1.  Delaware Office.  The principal office of the\nCorporation in the State of Delaware shall be located in the City of Wilmington,\nCounty of New Castle, and the name and address of its registered agent is The\nCorporation Trust Company, 1209 Orange Street in the City of Wilmington, County\nof New Castle.\n\n     Section 1.2.  Other Offices.  The Corporation may have such other\noffices, either within or outside the State of Delaware, as the Board of\nDirectors of the Corporation (the 'Board') may designate or as the business of\nthe Corporation may from time to time require.\n\n     Section 1.3.  Books and Records.  The books and records of the\nCorporation may be kept outside the State of Delaware at such place or places as\nmay from time to time be designated by the Board.\n\n \n\n                                  ARTICLE II\n                                 Stockholders\n\n\n     Section 2.1.  Annual Meeting.  The annual meeting of the stockholders of\nthe Corporation shall be held on such date and at such time as may be fixed by\nresolution of the Board.\n\n     Section 2.2.  Special Meeting.  Except as otherwise required by law and\nsubject to the rights of the holders of any class or series of stock having a\npreference over the Common Stock as to dividends or upon liquidation, special\nmeetings of stockholders of the Corporation for any purpose or purposes may be\ncalled only by (i) the Board pursuant to a resolution stating the purpose or\npurposes thereof approved by a majority of the total number of directors which\nthe Corporation would have if there were no vacancies (the 'Whole Board') or\n(ii) by the Chairman of the Board. No business other than that stated in the\nnotice shall be transacted at any special meeting.\n\n     Section 2.3.  Place of Meeting.  The Board or the Chairman of the Board, as\nthe case may be, may designate the place of meeting for any annual meeting or\nfor any special meeting of the stockholders. If no designation is so made, the\nplace of meeting shall be the principal office of the Corporation.\n\n     Section 2.4.  Notice of Meeting.  Written or printed notice stating (i) the\nplace, day and hour of the meeting, (ii) with respect to a meeting to elect or\nremove directors, the number of votes per share of Class A Common Stock that\nrecord holders of Class A Common Stock will have at such meeting (as such number\nis determined in accordance with Section 2(a)(i) of Article IV of the\nCertificate of Incorporation of the Corporation (the 'Certificate of\nIncorporation')), and (iii) the purpose or purposes for which the meeting is\ncalled, shall be delivered by the Corporation not less than 10 calendar days nor\nmore than 60 calendar days before the date of the meeting, either personally or\nby mail, to each stockholder of record entitled to vote at such meeting. If\nmailed, such notice shall be deemed to be delivered when deposited in the United\nStates mail with postage thereon prepaid, addressed to the stockholder at such\nperson's address as it appears on the stock transfer books of the Corporation.\nSuch further notice shall be given as may be required by law. Only such business\nshall be conducted at a special meeting of stockholders as shall have been\nbrought before the meeting pursuant to the Corporation's notice of meeting.\nMeetings may be held without notice if all stockholders entitled to vote are\npresent, or if notice is waived by those not present in accordance with Section\n6.4 of these By-\n\n                                       2\n\n \nLaws.  Any previously scheduled meeting of the stockholders may be postponed,\nand any special meeting of the stockholders may be canceled, by resolution of\nthe Board upon public notice given prior to the date previously scheduled for\nsuch meeting of stockholders.\n\n          Section 2.5.  Quorum and Adjournment; Voting.  Except as otherwise\nprovided by law or by the Certificate of Incorporation, the holders of a\nmajority of the voting power of all outstanding shares of capital stock of the\nCorporation entitled to vote generally in the election of directors (the 'Voting\nStock'), represented in person or by proxy, shall constitute a quorum at a\nmeeting of stockholders, except that when specified business is to be voted on\nby a class or series of stock voting as a class, the holders of a majority of\nthe shares of each such class or series shall constitute a quorum of such class\nor series for the transaction of such business and a quorum of each such class\nor series entitled to vote thereon shall be required to act.  To the extent that\na quorum is present with respect to consideration of and action on a particular\nmatter or matters but a quorum is not present as to another matter or matters,\nconsideration of and action on the matter or matters for which a quorum is\npresent may occur, and, after such consideration and action, the meeting may be\nadjourned for purposes of the consideration of and action on the matter or\nmatters for which a quorum is not present.  The Chairman of the meeting may\nadjourn the meeting from time to time, whether or not there is such a quorum.\nNo notice of the time and place of adjourned meetings need be given except as\nrequired by law.  The stockholders present at a duly called meeting at which a\nquorum is present may continue to transact business until adjournment,\nnotwithstanding the withdrawal of enough stockholders to leave less than a\nquorum.\n\n          Section 2.6.  Proxies.  At all meetings of stockholders, a stockholder\nmay vote by proxy executed in writing (or in such manner prescribed by the\nGeneral Corporation Law of the State of Delaware (the 'DGCL')) by the\nstockholder, or by such person's duly authorized attorney in fact.\n\n          Section 2.7.  Notice of Stockholder Business and Nominations.\n\n          (A)  Annual Meetings of Stockholders.\n\n          (1)  Nominations of persons for election to the Board and the proposal\nof business to be considered by the stockholders may be made at an annual\nmeeting of stockholders (a) pursuant to the Corporation's notice of meeting\npursuant to Section 2.4 of these By-Laws, (b) by or at the direction of the\nBoard, or (c) by any\n               \n                                       3\n\n \nstockholder of the Corporation who was a stockholder of record at the time of\ngiving of notice provided for in this By-Law, who is entitled to vote at the\nmeeting and who complies with the notice procedures set forth in this By-Law.\n\n          (2)  For nominations or other business to be properly brought before\nan annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of\nthis By-Law, the stockholder must have given timely notice thereof in writing to\nthe Secretary of the Corporation and such other business must otherwise be a\nproper matter for stockholder action.  To be timely, a stockholder's notice\nshall be delivered to the Secretary at the principal executive offices of the\nCorporation not later than the close of business on the 90th calendar day nor\nearlier than the close of business on the 120th calendar day prior to the first\nanniversary of the preceding year's annual meeting; provided, however, that in\nthe event that the date of the annual meeting is more than 30 calendar days\nbefore or more than 60 calendar days after such anniversary date, notice by the\nstockholder to be timely must be so delivered not earlier than the close of\nbusiness on the 120th calendar day prior to such annual meeting and not later\nthan the close of business on the later of the 90th calendar day prior to such\nannual meeting or the 10th calendar day following the calendar day on which\npublic announcement of the date of such meeting is first made by the\nCorporation.  For purposes of determining whether a stockholder's notice shall\nhave been delivered in a timely manner for the annual meeting of stockholders in\n1998, the first anniversary of the previous year's meeting shall be deemed to be\nMay 31, 1998. In no event shall the public announcement of an adjournment of an\nannual meeting commence a new 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 re-\nelection as a director all information relating to such person that is required\nto be disclosed in solicitations of proxies for election of directors in an\nelection contest, or is otherwise required, in each case pursuant to Regulation\n14A under the Securities Exchange Act of 1934, as amended (the 'Exchange Act'),\nand Rule 14a-11 thereunder (including such person's written consent to being\nnamed in the proxy statement as a nominee and to serving as a director if\nelected); (b) as to any other business that the stockholder proposes to bring\nbefore the meeting, a brief description of the business desired to be brought\nbefore the meeting, the reasons for conducting such business at the meeting and\nany financial interest in such business of such stockholder and the beneficial\nowner, if any, on whose behalf the proposal is made; and (c) as to the\nstockholder giving the notice and the beneficial owner, if any, on whose behalf\nthe nomination or proposal is made (i) the name and address of such stockholder,\nas they appear on the Corporation's books, and of such beneficial owner and (ii)\nthe class and number of shares of\n                       \n                                       4\n\n \nthe Corporation which are owned beneficially and of record by such stockholder\nand such beneficial owner.\n\n          (3)  Notwithstanding anything in the second sentence of paragraph\n(A)(2) of this By-Law to the contrary, in the event that the number of directors\nto be elected to the Board is increased and there is no public announcement by\nthe Corporation naming all of the nominees for director or specifying the size\nof the increased Board at least 100 calendar days prior to the first\nanniversary of the preceding year's annual meeting, a stockholder's notice\nrequired by this By-Law shall also be considered timely, but only with respect\nto nominees for any new positions created by such increase, if it shall be\ndelivered to the Secretary at the principal executive offices of the Corporation\nnot later than the close of business on the 10th calendar day following the day\non which such public announcement is first made by the Corporation.\n\n          (B)  Special Meetings of Stockholders.\n\n          Only such business shall be conducted at a special meeting of\nstockholders as shall have been brought before the meeting pursuant to the Cor\nporation's notice of meeting under Section 2.4 of these By-Laws.  Nominations of\npersons for election to the Board may be made at a special meeting of\nstockholders at which directors are to be elected pursuant to the Corporation's\nnotice of meeting (a) by or at the direction of the Board, or (b) provided that\nthe Board has determined that directors shall be elected at such meeting, by any\nstockholder of the Corporation who is a stockholder of record at the time of\ngiving of notice provided for in this By-Law, who shall be entitled to vote at\nthe meeting and who complies with the notice procedures set forth in this By-\nLaw.  In the event the Corporation calls a special meeting of stockholders for\nthe purpose of electing one or more directors to the Board, any stockholder may\nnominate a person or persons (as the case may be), for election to such\nposition(s) as specified in the Corporation's notice of meeting pursuant to such\nclause (b), if the stockholder's notice required by paragraph (A)(2) of this By-\nLaw shall be delivered to the Secretary at the principal executive offices of\nthe Corporation not earlier than the close of business on the 120th calendar day\nprior to such special meeting and not later than the close of business on the\nlater of the 90th calendar day prior to such special meeting or the 10th\ncalendar day following the day on which public announcement is first made of the\ndate of the special meeting and of the nominees proposed by the Board to be\nelected at such meeting.  In no event shall the public announcement of an\nadjournment of a special meeting commence a new time period for the giving of a\nstockholder's notice as described above.\n              \n                                       5\n\n \n          (C)  General.\n\n          (1)  Only such persons who are nominated in accordance with the\nprocedures set forth in this By-Law shall be eligible to serve as directors and\nonly such business shall be conducted at a meeting of stockholders as shall have\nbeen brought before the meeting in accordance with the procedures set forth in\nthis By-Law.  Except as otherwise provided by law, the Certificate of\nIncorporation or these By-Laws, the Chairman of the meeting shall have the power\nand duty to determine whether a nomination or any business proposed to be\nbrought before the meeting was made or proposed, as the case may be, in\naccordance with the procedures set forth in this By-Law and, if any proposed\nnomination or business is not in compliance with this By-Law, to declare that\nsuch defective proposal or nomination shall be disregarded.\n\n          (2)  For purposes of this By-Law, 'public announcement' shall mean\ndisclosure in a press release reported by the Dow Jones News Service, Associated\nPress or comparable national news service or in a document publicly filed by the\nCorporation with the Securities and Exchange Commission pursuant to Section 13,\n14 or 15(d) of the Exchange Act.\n\n          (3)  Notwithstanding the foregoing provisions of this By-Law, a \nstockholder shall also comply with all applicable requirements of the Exchange\nAct and the rules and regulations thereunder with respect to the matters set\nforth in this By-Law. Nothing in this By-Law shall be deemed to affect any\nrights (i) of stockholders to request inclusion of proposals in the\nCorporation's proxy statement pursuant to Rule 14-8 under the Exchange Act or\n(ii) of the holders of any series of Preferred Stock to elect directors under an\napplicable Preferred Stock Designation (as defined in the Certificate of\nIncorporation).\n\n          Section 2.8.  Procedure for Election of Directors; Required Vote.\nElection of directors at all meetings of the stockholders at which directors are\nto be elected shall be by ballot, and, subject to the rights of the holders of\nany series of Preferred Stock to elect directors under an applicable Preferred\nStock Designation, a plurality of the votes cast thereat shall elect directors.\nExcept as otherwise provided by law, the Certificate of Incorporation, Preferred\nStock Designation, or these By-Laws, in all matters other than the election of\ndirectors, the affirmative vote of a majority of the voting power of the shares\npresent in person or represented by proxy at the meeting and entitled to vote on\nthe matter shall be the act of the stockholders.\n                   \n                                       6\n\n \n          Section 2.9.  Inspectors of Elections; Opening and Closing the Polls.\nThe Board by resolution shall appoint, or shall authorize an officer of the\nCorporation to appoint, one or more inspectors, which inspector or inspectors\nmay include individuals who serve the Corporation in other capacities,\nincluding, without limitation, as officers, employees, agents or\nrepresentatives, to act at the meetings of stockholders and make a written\nreport thereof.  One or more persons may be designated as alternate inspectors\nto replace any inspector who fails to act.  If no inspector or alternate has\nbeen appointed to act or is able to act at a meeting of stockholders, the\nChairman of the meeting shall appoint one or more inspectors to act at the\nmeeting.  Each inspector, before discharging such person's duties, shall take\nand sign an oath to execute faithfully the duties of inspector with strict\nimpartiality and according to the best of such person's ability.  The\ninspector(s) shall have the duties prescribed by law.  The Chairman of the\nmeeting shall fix and announce at the meeting the date and time of the opening\nand the closing of the polls for each matter upon which the stockholders will\nvote at a meeting.\n\n          Section 2.10.  No Stockholder Action by Written Consent.  Any action\nrequired or permitted to be taken by the stockholders of the Corporation must be\neffected at a duly called annual or special meeting of such holders and may not\nbe effected by any consent in writing by such holders.\n\n \n                                  ARTICLE III\n                               Board of Directors\n\n          Section 3.1.  General Powers.  The business and affairs of the\nCorporation shall be managed under the direction of the Board.  In addition to\nthe powers and authorities by these By-Laws expressly conferred upon them, the\nBoard may exercise all such powers of the Corporation and do all such lawful\nacts and things as are not by statute or by the Certificate of Incorporation or\nby these By-Laws required to be exercised or done by the stockholders.\n\n          Section 3.2.  Number and Tenure.  Except as otherwise fixed by or\npursuant to the provisions of Article IV of the Certificate of Incorporation\nrelating to the rights of the holders of any class or series of stock having a\npreference over the Common Stock as to dividends or upon liquidation to elect\nadditional directors under specified circumstances, the number of the directors\nof the Corporation shall be as set forth in, and fixed from time to time\nexclusively in the manner set forth in, Article VI of the Certificate of\nIncorporation.\n                 \n                                       7\n\n \n          Section 3.3. Regular Meetings. A regular meeting of the Board shall be\nheld without other notice than this By-Law immediately after, and at the same\nplace as, the annual meeting of stockholders. The Board may, by resolution,\nprovide the time and place for the holding of additional regular meetings\nwithout other notice than such resolution.\n\n          Section 3.4. Special Meetings. Special meetings of the Board shall be\ncalled at the request of the Chairman of the Board, the President or a majority\nof the Board then in office. The person or persons authorized to call special\nmeetings of the Board may fix the place and time of the meetings.\n\n          Section 3.5. Notice. Notice of any special meeting of directors shall\nbe given to each director at such person's business or residence in writing by\nhand delivery, first-class or overnight mail, courier service or facsimile\ntransmission, or orally by telephone. If mailed by first-class mail, such notice\nshall be deemed adequately delivered when deposited in the United States mails\nso addressed, with postage thereon prepaid, at least 5 calendar days before such\nmeeting. If by overnight mail or courier service, such notice shall be deemed\nadequately delivered when the notice is delivered to the overnight mail or\ncourier service company at least 24 hours before such meeting. If by facsimile\ntransmission, such notice shall be deemed adequately delivered when the notice\nis transmitted at least 12 hours before such meeting. If by telephone or by hand\ndelivery, the notice shall be given at least 12 hours prior to the time set for\nthe meeting. Neither the business to be transacted at, nor the purpose of, any\nregular or special meeting of the Board need be specified in the notice of such\nmeeting, except for amendments to these By-Laws, as provided under Section 8.1.\nA meeting may be held at any time without notice if all the directors are\npresent or if those not present waive notice of the meeting either before or\nafter such meeting.\n\n          Section 3.6. Action by Consent of Board of Directors. Any action\nrequired or permitted to be taken at any meeting of the Board or of any\ncommittee thereof may be taken without a meeting if all members of the Board or\ncommittee, as the case may be, consent thereto in writing, and the writing or\nwritings are filed with the minutes of proceedings of the Board or committee.\n\n          Section 3.7. Conference Telephone Meetings. Members of the Board or\nany committee thereof may participate in a meeting of the Board or such\ncommittee by means of conference telephone or similar communications equipment\nby\n\n                                       8\n\n \nmeans of which all persons participating in the meeting can hear each other, and\nsuch participation in a meeting shall constitute presence in person at such\nmeeting.\n\n          Section 3.8.  Quorum. Subject to Section 3.9, a whole number of\ndirectors equal to at least a majority of the Whole Board shall constitute a\nquorum for the transaction of business, but if at any meeting of the Board there\nshall be less than a quorum present, a majority of the directors present may\nadjourn the meeting from time to time without further notice. The act of the\nmajority of the directors present at a meeting at which a quorum is present\nshall be the act of the Board. The directors present at a duly organized meeting\nmay continue to transact business until adjournment, notwithstanding the\nwithdrawal of enough directors to leave less than a quorum.\n\n          Section 3.9.  Vacancies. Except as otherwise provided for or fixed by\nor pursuant to the provisions of Article IV of the Certificate of Incorporation\nrelating to the rights of the holders of any class or series of stock having a\npreference over the Common Stock as to dividends or upon liquidation to elect\ndirectors under specified circumstances, newly created directorships resulting\nfrom any increase in the number of Directors and any vacancies on the Board\nresulting from death, resignation, disqualification, removal or other cause\nshall be filled in accordance with, and any director elected to such newly\ncreated directorships shall hold office in accordance with, Article VI of the\nCertificate of Incorporation. No decrease in the number of directors\nconstituting the Board shall shorten the term of any incumbent director.\n\n          Section 3.10.  Committees. (a) The Board, by resolution adopted by a\nmajority of the Whole Board, may designate one or more committees which, to the\nextent permitted by law, may exercise such powers and have such responsibilities\nas shall be specified in the designating resolution. Each committee shall\nconsist of two or more directors of the Corporation. The Board may designate one\nor more directors as alternate members of any committee, who may replace any\nabsent or disqualified member at any meeting of the committee. In the absence or\ndisqualification of any member of such committee or committees, the member or\nmembers thereof present at any meeting and not disqualified from voting, whether\nor not constituting a quorum, may unanimously appoint another member of the\nBoard to act at the meeting in the place of any such absent or disqualified\nmember. Each committee shall keep written minutes of its proceedings and shall\nreport such proceedings to the Board when required.\n\n                                       9\n\n \n          (b)  A majority of any committee may determine its action and fix the\ntime and place of its meetings, unless the Board shall otherwise provide. Notice\nof such meetings shall be given to each member of the committee in the manner\nprovided for in Section 3.5 of these By-Laws. The Board shall have power at any\ntime to fill vacancies in, to change the membership of, or to dissolve any such\ncommittee. Nothing herein shall be deemed to prevent the Board from appointing\none or more committees consisting in whole or in part of persons who are not\ndirectors of the Corporation; provided, however, that no such committee shall\nhave or may exercise any authority of the Board.\n\n          Section 3.11.  Removal. Any director may be removed from office only\nin accordance with Article VI of the Certificate of Incorporation.\n\n          Section 3.12.  Records. The Board shall cause to be kept a record\ncontaining the minutes of the proceedings of the meetings of the Board and of\nthe stockholders, appropriate stock books and registers and such books of\nrecords and accounts as may be necessary for the proper conduct of the business\nof the Corporation.\n\n                                   ARTICLE IV\n                                   Officers\n\n          Section 4.1.  Elected Officers. The elected officers of the\nCorporation shall be a Chairman of the Board, a Chief Financial Officer, a\nSecretary, a Treasurer, and such other officers (including, without limitation,\na President, Senior Vice Presidents and Executive Vice Presidents and Vice\nPresidents) as the Board from time to time may deem proper. The Chairman of the\nBoard shall be chosen from among the directors. All officers elected by the\nBoard shall each have such powers and duties as generally pertain to their\nrespective offices, subject to the specific provisions of this Article IV. Such\nofficers shall also have such powers and duties as from time to time may be\nconferred by the Board or by any committee thereof. The Board or any committee\nthereof may from time to time elect, or the Chairman of the Board or President\nmay appoint, such other officers (including one or more Vice Presidents,\nControllers, Assistant Secretaries and Assistant Treasurers), as may be\nnecessary or desirable for the conduct of the business of the Corporation. Such\nother officers and agents shall have such duties and shall hold their offices\nfor such terms as shall be provided in these By-Laws or as may be prescribed by\nthe Board or such committee or by the Chairman of the Board or President, as the\ncase may be.\n\n                                       10\n\n \n          Section 4.2.  Election and Term of Office. The elected officers of the\nCorporation shall be elected annually by the Board at the regular meeting of the\nBoard held after the annual meeting of the stockholders. If the election of\nofficers shall not be held at such meeting, such election shall be held as soon\nthereafter as convenient. Each officer shall hold office until such person's\nsuccessor shall have been duly elected and shall have qualified or until such\nperson's death or until such person shall resign or be removed pursuant to\nSection 4.8.\n\n          Section 4.3.  Chairman of the Board; Chief Executive Officer. The\nChairman of the Board shall preside at all meetings of the stockholders and of\nthe Board and shall be the Chief Executive Officer of the Corporation. The\nChairman of the Board shall be responsible for the general management of the\naffairs of the Corporation and shall perform all duties incidental to such\nperson's office which may be required by law and all such other duties as are\nproperly required of such person by the Board. The Chairman of the Board shall\nmake reports to the Board and the stockholders, and shall see that all orders\nand resolutions of the Board and of any committee thereof are carried into\neffect. The Chairman of the Board may also serve as President, if so elected by\nthe Board. The directors also may elect a Vice-Chairman to act in the place of\nthe Chairman upon his or her absence or inability to act.\n\n          Section 4.4.  Chief Financial Officer. The Chief Financial Officer\nshall be the principal financial officer of the Corporation and shall have such\npowers and shall perform such duties as shall be assigned to such person by the\nBoard.\n\n          Section 4.5.  President. The President, if any, shall act in a general\nexecutive capacity and shall assist the Chairman of the Board in the\nadministration and operation of the Corporation's business and general\nsupervision of its policies and affairs. The President, if he or she is also a\ndirector, shall, in the absence of or because of the inability to act of the\nChairman of the Board, perform all duties of the Chairman of the Board and\npreside at all meetings of stockholders and of the Board.\n\n          Section 4.6.  Vice Presidents. Each Senior Vice President and\nExecutive Vice President and any Vice President shall have such powers and shall\nperform such duties as shall be assigned to such person by the Board.\n\n          Section 4.7.  Treasurer. The Treasurer shall exercise general\nsupervision over the receipt, custody and disbursement of corporate funds. The\nTreasurer shall cause the funds of the Corporation to be deposited in such banks\nas\n\n                                       11\n\n \nmay be authorized by the Board, or in such banks as may be designated as\ndepositories in the manner provided by resolution of the Board. The Treasurer\nshall have such further powers and duties and shall be subject to such\ndirections as may be granted or imposed from time to time by the Board, the\nChairman of the Board, the President, if any, or the Chief Financial Officer.\n\n          Section 4.8.  Secretary. (a) The Secretary shall keep or cause to be\nkept in one or more books provided for that purpose, the minutes of all meetings\nof the Board, the committees of the Board and the stockholders; the Secretary\nshall see that all notices are duly given in accordance with the provisions of\nthese By-Laws and as required by law; shall be custodian of the records and the\nseal of the Corporation and affix and attest the seal to all stock certificates\nof the Corporation (unless the seal of the Corporation on such certificates\nshall be a facsimile, as hereinafter provided) and affix and attest the seal to\nall other documents to be executed on behalf of the Corporation under its seal;\nand shall see that the books, reports, statements, certificates and other\ndocuments and records required by law to be kept and filed are properly kept and\nfiled; and in general, shall perform all the duties incident to the office of\nSecretary and such other duties as from time to time may be assigned to the\nSecretary by the Board, the Chairman of the Board or the President.\n\n          (b)  Assistant Secretaries shall have such of the authority and\nperform such of the duties of the Secretary as may be provided in these By-Laws\nor assigned to them by the Board or the Chairman of the Board or by the\nSecretary. During the Secretary's absence or inability, the Secretary's\nauthority and duties shall be possessed by such Assistant Secretary or Assistant\nSecretaries as the Board, the Chairman of the Board, the President or a Vice\nChairman of the Board may designate.\n\n          Section 4.9.  Removal. Any officer elected, or agent appointed, by the\nBoard may be removed by the affirmative vote of a majority of the Whole Board\nwhenever, in their judgment, the best interests of the Corporation would be\nserved thereby. Any officer or agent appointed by the Chairman of the Board or\nthe President may be removed by such person whenever, in such person's judgment,\nthe best interests of the Corporation would be served thereby. No elected\nofficer shall have any contractual rights against the Corporation for\ncompensation by virtue of such election beyond the date of the election of such\nperson's successor, such person's death, such person's resignation or such\nperson's removal, whichever event shall first occur, except as otherwise\nprovided in an employment contract or under an employee deferred compensation\nplan.\n\n                                       12\n\n \n          Section 4.10.  Vacancies. A newly created elected office and a vacancy\nin any elected office because of death, resignation, or removal may be filled by\nthe Board for the unexpired portion of the term at any meeting of the Board. Any\nvacancy in an office appointed by the Chairman of the Board or the President\nbecause of death, resignation, or removal may be filled by the Chairman of the\nBoard or the President.\n\n\n                                   ARTICLE V\n                       Stock Certificates and Transfers\n\n          Section 5.1.  Stock Certificates and Transfers. The interest of each\nstockholder of the Corporation shall be evidenced by certificates for shares of\nstock in such form as the appropriate officers of the Corporation may from time\nto time prescribe. The shares of the stock of the Corporation shall be\ntransferred on the books of the Corporation by the holder thereof in person or\nby such person's attorney, upon surrender for cancellation of certificates for\nat least the same number of shares, with an assignment and power of transfer\nendorsed thereon or attached thereto, duly executed, with such proof of the\nauthenticity of the signature as the Corporation or its agents may reasonably\nrequire. The certificates of stock shall be signed, countersigned and registered\nin such manner as the Board may by resolution prescribe, which resolution may\npermit all or any of the signatures on such certificates to be in facsimile. In\ncase any officer, transfer agent or registrar who has signed or whose facsimile\nsignature has been placed upon a certificate has ceased to be such officer,\ntransfer agent or registrar before such certificate is issued, it may be issued\nby the Corporation with the same effect as if he were such officer, transfer\nagent or registrar at the date of issue.\n\n          Section 5.2.  Lost, Stolen or Destroyed Certificates. No certificate\nfor shares of stock in the Corporation shall be issued in place of any\ncertificate alleged to have been lost, destroyed or stolen, except on production\nof such evidence of such loss, destruction or theft and on delivery to the\nCorporation of a bond of indemnity in such amount, upon such terms and secured\nby such surety, as the Board or any financial officer may in its or such \nperson's discretion require.\n\n\n                                       13\n\n \n                                  ARTICLE VI\n                           Miscellaneous Provisions\n\n          Section 6.1.  Fiscal Year. The fiscal year of the Corporation shall\nbegin on the first day of January and end on the thirty-first day of December of\neach year.\n\n          Section 6.2.  Dividends. The Board may from time to time declare, and\nthe Corporation may pay, dividends on its outstanding shares in the manner and\nupon the terms and conditions provided by law and the Certificate of\nIncorporation.\n\n          Section 6.3.  Seal. The corporate seal shall have inscribed thereon\nthe words 'Corporate Seal,' the year of incorporation and around the margin\nthereof the words 'Delaware.'\n\n          Section 6.4.  Waiver of Notice. Whenever any notice is required to be\ngiven to any stockholder or director of the Corporation under the provisions of\nthe DGCL or these By-Laws, a waiver thereof in writing, signed by the person or\npersons entitled to such notice, whether before or after the time stated\ntherein, shall be deemed equivalent to the giving of such notice. Neither the\nbusiness to be transacted at, nor the purpose of, any annual or special meeting\nof the stockholders or the Board or committee thereof need be specified in any\nwaiver of notice of such meeting.\n\n          Section 6.5.  Audits. The accounts, books and records of the\nCorporation shall be audited upon the conclusion of each fiscal year by an\nindependent certified public accountant selected by the Board, and it shall be\nthe duty of the Board to cause such audit to be done annually.\n\n           Section 6.6. Resignations. Any director or any officer, whether\nelected or appointed, may resign at any time by giving written notice of such\nresignation to the Chairman of the Board, the President, or the Secretary, and\nsuch resignation shall be deemed to be effective as of the close of business on\nthe date said notice is received by the Chairman of the Board, the President, or\nthe Secretary, or at such later time as is specified therein. No formal action\nshall be required of the Board or the stockholders to make any such resignation\neffective.\n\n                                       14\n\n \n                                  ARTICLE VII\n                           Contracts, Proxies, Etc.\n\n          Section 7.1.  Contracts. Except as otherwise required by law, the\nCertificate of Incorporation, a Preferred Stock Designation, or these By-Laws,\nany contracts or other instruments may be executed and delivered in the name and\non the behalf of the Corporation by such officer or officers of the Corporation\nas the Board may from time to time direct. Such authority may be general or\nconfined to specific instances as the Board may determine. The Chairman of the\nBoard, the President or any Senior Vice President, Executive Vice President or\nVice President may execute bonds, contracts, deeds, leases and other instruments\nto be made or executed for or on behalf of the Corporation. Subject to any\nrestrictions imposed by the Board or the Chairman of the Board, the President or\nany Senior Vice President, Executive Vice President or Vice President of the\nCorporation may delegate contractual powers to others under such person's\njurisdiction, it being understood, however, that any such delegation of power\nshall not relieve such officer of responsibility with respect to the exercise of\nsuch delegated power.\n\n          Section 7.2.  Proxies. Unless otherwise provided by resolution adopted\nby the Board, the Chairman of the Board, the President, the Chief Financial\nOfficer, or any Senior Vice President, Executive Vice President or Vice\nPresident may from time to time appoint an attorney or attorneys or agent or\nagents of the Cor poration, in the name and on behalf of the Corporation, to\ncast the votes which the Corporation may be entitled to cast as the holder of\nstock or other securities in any other corporation, any of whose stock or other\nsecurities may be held by the Corporation, at meetings of the holders of the\nstock or other securities of such other corporation, or to consent in writing,\nin the name of the Corporation as such holder, to any action by such other\ncorporation, and may instruct the person or persons so appointed as to the\nmanner of casting such votes or giving such consent, and may execute or cause to\nbe executed in the name and on behalf of the Corporation and under its corporate\nseal or otherwise, all such written proxies or other instruments as he may deem\nnecessary or proper in the premises.\n\n                                  ARTICLE VIII\n                                   Amendments\n\n          Section 8.1.  Amendments. The By-Laws may be altered or repealed and\nnew By-Laws may be adopted (1) at any annual or special meeting of stockholders\nby the affirmative vote of the holders of shares of Common Stock in\n\n                                       15\n\n \naccordance with Articles IV and VII of the Certificate of Incorporation;\nprovided, however, that, in the case of any such stockholder action at a special\nmeeting of stockholders, notice of the proposed alteration, repeal or adoption\nof the new By-Law or By-Laws must be contained in the notice of such special\nmeeting, or (2) by the affirmative vote of a majority of the Whole Board.\n\n                                       16\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8652],"corporate_contracts_industries":[9476],"corporate_contracts_types":[9573,9574],"class_list":["post-41452","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-raytheon-co","corporate_contracts_industries-aerospace__space","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\/41452","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=41452"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41452"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41452"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41452"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}