{"id":41480,"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-united-defense-industries-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-united-defense-industries-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-united-defense-industries-inc.html","title":{"rendered":"By-Laws &#8211; United Defense Industries Inc."},"content":{"rendered":"<pre>                                     BY-LAWS\n\n                                       OF\n\n                         UNITED DEFENSE INDUSTRIES, INC.\n\n\n\n\n                                    Article I\n                                     OFFICES\n\n         Section 1. Delaware Office. The registered office of United Defense\n                    ---------------\nIndustries, Inc. (the \"Corporation\") shall be in the City of Wilmington, County\nof New Castle, State of Delaware.\n\n         Section 2. Other Offices. The Corporation may also have offices at such\n                    -------------\nother places both within and without the State of Delaware as the Board of\nDirectors may from time to time determine or the business of the Corporation may\nrequire.\n\n                                   Article II\n                                  STOCKHOLDERS\n\n         Section 1. Place of Meeting.  Meetings of stockholders shall be held\n                    ----------------\nat any place within or outside the State of Delaware designated by the Board of\nDirectors.\n\n         Section 2. Annual Meeting. The annual meeting of stockholders shall be\n                    --------------\nheld each year at such date, place and time as may be fixed by resolution of the\nBoard of Directors. At each annual meeting directors shall be elected and any\nother proper business may be transacted.\n\n         Section 3. Quorum and Adjournment. A majority of the stock issued and\n                    ----------------------\noutstanding and entitled to vote at any meeting of stockholders, the holders of\nwhich are present in person or represented by proxy, shall constitute a quorum\nfor the transaction of business except as otherwise provided by law, by the\nCertificate of Incorporation, or by these By-Laws. A quorum, once established,\nshall not be broken by the withdrawal of enough votes to leave less than a\nquorum and the votes present may continue to transact business until\nadjournment. If, however, such quorum shall not be present or represented at any\nmeeting of the stockholders, the chairman of the meeting or a majority of the\nvoting stock represented in person or by proxy may adjourn the meeting from time\nto time, without notice other than announcement at the meeting, until a quorum\nshall be present or represented. At such adjourned meeting at which a quorum\nshall be present or represented, any business may be transacted which might have\nbeen transacted at the meeting as originally notified. If the adjournment is for\nmore than thirty days, or if after the adjournment a new record date is fixed\nfor the adjourned meeting, a notice of the adjourned meeting shall be given to\neach stockholder of record entitled to vote thereat.\n\n         Section 4. Voting. When a quorum is present at any meeting, the vote of\n                    ------\nthe holders of a majority of the stock having voting power present in person or\nrepresented by proxy shall decide any question brought before such meeting,\nunless the question is one upon which by express provision of the statutes, or\nthe Certificate of Incorporation, or these By-Laws, a different vote is required\nin which case such express provision shall govern and control the decision of\nsuch question.\n\n         Section 5. Proxies.  At each meeting of the stockholders, each\n                    -------\nstockholder having the right to vote may vote in person or may authorize another\nperson or persons to act for him by proxy appointed by an instrument in writing\nsubscribed by such stockholder and bearing a date\n\n\n                                        2\n\n\n\nnot more than three years prior to said meeting, unless said instrument provides\nfor a longer period. All proxies must be filed with the Secretary of the\nCorporation at the beginning of each meeting in order to be counted in any vote\nat the meeting.\n\n         Section 6. Special Meeting. Special meetings of the stockholders, for\n                    ---------------\nany purpose, or purposes, unless otherwise prescribed by statute or by the\nCertificate of Incorporation or these By-laws, may be called by the President\nand shall be called by the President or the Secretary at the request in writing\nof a majority of the Board of Directors, or at the request in writing of\nstockholders owning a majority in amount of the entire capital stock of the\nCorporation, issued and outstanding, and entitled to vote. Such request shall\nstate the purpose or purposes of the proposed meeting. Business transacted at\nany special meeting of stockholders shall be limited to the purposes stated in\nthe notice and in accordance with Section 8(B).\n\n         Section 7. Notice of Meeting. Whenever stockholders are required or\n                    -----------------\npermitted to take any action at a meeting, a written notice of the meeting shall\nbe given which notice shall state the place, date and hour of the meeting, and,\nin the case of a special meeting, the purpose or purposes for which the meeting\nis called. The written notice of any meeting shall be given to each stockholder\nentitled to vote at such meeting not less than ten nor more than sixty days\nbefore the date of the meeting. If mailed, notice is given when deposited in the\nUnited States mail, postage prepaid, directed to the stockholder at his address\nas it appears on the records of the Corporation.\n\n         Section 8. Notice of Stockholder Business and Nominations.\n                    ----------------------------------------------\n\n                (A)      Annual Meetings of Stockholders.\n                         -------------------------------\n\n                         (1)     Nominations of persons for election to the\nBoard of Directors of the Corporation and the proposal of business to be\nconsidered by the stockholders may be made at an annual meeting of stockholders\nonly (a) pursuant to the Corporation's notice of meeting (or any supplement\nthereto), (b) by or at the direction of the Board of Directors or (c) by any\nstockholder of the Corporation who was a stockholder of record of the\nCorporation at the time the notice provided for in this Section 8 is delivered\nto the Secretary of the Corporation, who is entitled to vote at the meeting and\nwho complies with the notice procedures set forth in this Section 8.\n\n                         (2)     For nominations or other business to be\nproperly brought before an annual meeting by a stockholder pursuant to clause\n(c) of paragraph (A)(1) of this Section 8, the stockholder must have given\ntimely notice thereof in writing to the Secretary of the Corporation and such\nother business must otherwise be a proper matter for stockholder action. To be\ntimely, a stockholder's notice shall be delivered to the Secretary at the\nprincipal executive office of the Corporation not later than the close of\nbusiness on the ninetieth day nor earlier than the close of business on the one\nhundred twentieth day prior to the first anniversary of the preceding year's\nannual meeting (provided, however, that in the event that the date of the annual\nmeeting is more than thirty days before or more than seventy days after such\nanniversary date, notice by the stockholder must be so delivered not earlier\nthan the close of business on the one hundred twentieth day prior to such annual\nmeeting and not later than the close of business on the later of the ninetieth\nday prior to such annual meeting or the tenth day following the day on which\npublic\n\n\n\n                                       3\n\n\n\nannouncement of the date of such meeting is first made by the Corporation). In\nno event shall the public announcement of an adjournment or postponement 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 reelection\nas a director all information relating to such person that is required to be\ndisclosed in solicitations of proxies for election of directors in an election\ncontest, or is otherwise required, in each case pursuant to Regulation 14A under\nthe Securities Exchange Act of 1934, as amended (the \"Exchange Act\") and Rule\n14a-11 thereunder (and such person's written consent to being named in the proxy\nstatement as a nominee and to serving as a director if elected); (b) as to any\nother business that the stockholder proposes to bring before the meeting, a\nbrief description of the business desired to be brought before the meeting, the\nreasons for conducting such business at the meeting and any material interest in\nsuch business of such stockholder and the beneficial owner, if any, on whose\nbehalf the proposal is made, and in the event that such business includes a\nproposal to amend the By-laws of the Corporation, the language of the proposed\namendment; and (c) as to the stockholder giving the notice and the beneficial\nowner, if any, on whose behalf the nomination or proposal is made (i) the name\nand address of such stockholder, as they appear on the Corporation's books, and\nor such beneficial owner, (ii) the class and number of shares of capital stock\nof the Corporation which are owned beneficially and of record by such\nstockholder and such beneficial owner, (iii) a representation that the\nstockholder is a holder of record of stock of the Corporation entitled to vote\nat such meeting and intends to appear in person or by proxy at the meeting to\npropose such business of nomination, and (iv) a representation whether the\nstockholder or the beneficial owner, if any, intends or is part of a group which\nintends to (a) deliver a proxy statement and\/or form of proxy to holders of at\nleast the percentage of the Corporation's outstanding capital stock required to\napprove or adopt the proposal or elect the nominee and\/or (b) otherwise solicit\nproxies from stockholders in support of such proposal or nomination. The\nCorporation may require any proposed nominee to furnish such other information\nas it may reasonably require to determine the eligibility of such proposed\nnominee to serve as a director of the Corporation.\n\n                         (3)     Notwithstanding anything in the second sentence\nof paragraph (A)(2) of this Section 8 to the contrary, in the event that the\nnumber of directors to be elected to the Board of Directors of the Corporation\nat an annual meeting is increased and there is no public announcement by the\nCorporation naming all of the nominees for director or specifying the size of\nthe increased Board of Directors 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 8 shall also be considered timely, but only with\nrespect to nominees for any new positions created by such increase, if it shall\nbe delivered to the Secretary at the principal executive office of the\nCorporation not later than the close of business on the tenth day following the\nday on which such public announcement is first made by the Corporation.\n\n                (B)      Special Meetings of Stockholders.\n                         --------------------------------\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\nCorporation's notice of meeting pursuant to Section 7. Nominations of persons\nfor election to the Board of Directors may be made at a special meeting of\nstockholders at which directors are to be elected pursuant to the Corporation's\nnotice of meeting (1) by or at the direction of the Board of Directors or (2)\n\n\n                                       4\n\n\n\nprovided that the Board of Directors has determined that directors shall be\nelected at such meeting, by any stockholder of the Corporation who is a\nstockholder of record at the time the notice provided for in this Section 8 is\ndelivered to the Secretary of the Corporation, who shall be entitled to vote at\nthe meeting and upon such election and who complies with the notice procedures\nset forth in this Section 8. In the event the Corporation calls a special\nmeeting of stockholders for the purpose of electing one or more directors to the\nBoard of Directors, any such stockholder entitled to vote in such election of\ndirectors may nominate a person or persons (as the case may be) for election to\nsuch position(s) as specified in the Corporation's notice of meeting, if the\nstockholder's notice required by paragraph (A)(2) of this Section 8 shall be\ndelivered to the Secretary at the principal executive offices of the Corporation\nnot earlier than the close of business on the one hundred twentieth day prior to\nsuch special meeting and not later than the close of business on the later of\nthe ninetieth day prior to such special meeting, or the tenth day following the\nday on which public announcement is first made of the date of the special\nmeeting and of the nominees proposed by the Board of Directors to be elected at\nsuch meeting. In no event shall the public announcement of an adjournment or\npostponement of a special meeting commence a new time period for the giving of a\nstockholder's notice as described above.\n\n                (C)      General.\n                         -------\n\n                         (1)     Only such persons who are nominated in\naccordance with the procedures set forth in this Section 8 shall be eligible to\nbe elected at an annual or special meeting of stockholders of the Corporation to\nserve as directors and only such business shall be conducted at a meeting of\nstockholders as shall have been brought before the meeting in accordance with\nthe procedures set forth in this Section 8. Except as otherwise provided by law\nor the Certificate of Incorporation, the chairman of the meeting shall have the\npower and duty to (a) determine whether a nomination or any business proposed to\nbe brought before the meeting was made or proposed, as the case may be, in\naccordance with the procedures set forth in this Section 8 and (b) if any\nproposed nomination or business is not in compliance with this Section 8\n(including whether the stockholder or beneficial owner, if any, on whose behalf\nthe nomination or proposal is made solicits (or is part of a group which\nsolicits), or fails to so solicit (as the case may be), proxies in support of\nsuch stockholder's proposal in compliance with such stockholder's representation\nrequired by clause (c)(iv) of Section (A)(2) of this By-law), to declare that\nsuch defective nomination shall be disregarded or that such proposed business\nshall not be transacted.\n\n                         (2)     For purposes of this Section 8, \"public\nannouncement\" shall mean disclosure in a press release reported by the Dow Jones\nNews Service, Associated Press or comparable national news service or in a\ndocument publicly filed by the Corporation, with the Securities and Exchange\nCommission pursuant to Section 13, 14 or 15(d) of the Exchange Act.\n\n                         (3)     Notwithstanding the foregoing provisions of\nthis Section 8, a stockholder shall also comply with all applicable requirements\nof the Exchange Act and the rules and regulations thereunder with respect to the\nmatters set forth in this Section 8. Nothing in this Section 8 shall be deemed\nto affect any rights (a) of stockholders to request inclusion of proposals in\nthe Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act\n\n\n                                       5\n\n\n\nor (b) of the holders of any series of Preferred Stock to elect directors under\nspecified circumstances.\n\n         Section 9. Consents to Corporate Action.\n                    ----------------------------\n\n                (A)     General. Unless otherwise provided in the Certificate of\n                        -------\nIncorporation and in accordance with this Section 9, any action required to be\ntaken at any annual or special meeting of stockholders of the Corporation, or\nany action which may be taken at any annual or special meeting of such\nstockholders, may be taken without a meeting, without prior notice and without a\nvote, if a consent in writing, setting forth the action so taken, shall be\nsigned by the holders of outstanding stock having not less than the minimum\nnumber of votes that would be necessary to authorize or take such action at a\nmeeting at which all shares entitled to vote thereon were present and voted.\n\n                (B)     Record Date. The record date for determining\n                        -----------\nstockholders entitled to express consent to corporate action in writing without\na meeting shall be as fixed by the Board of Directors or as otherwise\nestablished under this Section 9. Any person seeking to have the stockholders of\nthe Corporation authorize or take corporate action by written consent without a\nmeeting shall, by written notice addressed to the Secretary and delivered to the\nCorporation, request that a record date be fixed for such purpose. The Board of\nDirectors may fix a record date for such purpose which shall be no more than ten\n(10) days after the date upon which the resolution fixing the record date is\nadopted by the Board of Directors and shall not precede the date such resolution\nis adopted. If the Board of Directors fails within ten (10) days after the\nCorporation receives such notice to fix a record date for such purpose, the\nrecord date shall be the day on which the first written consent is delivered to\nthe Corporation in the manner described in Section 9(C) below unless prior\naction by the Board of Directors is required under the General Corporation Law\nof the State of Delaware, in which event the record date shall be at the close\nof business on the day on which the Board of Directors adopts the resolution\ntaking such prior action.\n\n                (C)      Procedures.\n                         ----------\n\n                         (1)     Every written consent purporting to take or\nauthorizing the taking of corporate action and\/or related revocations (each such\nwritten consent and related revocation is referred to in this Section 9 as a\n\"Consent\") shall bear the date of signature of each stockholder who signs the\nConsent, and no Consent shall be effective to take the corporate action referred\nto therein unless, within sixty (60) days of the earliest dated Consent\ndelivered in the manner required by this Section 9, Consents signed by a\nsufficient number of stockholders to take such action are so delivered to the\nCorporation. Prompt notice of the taking of the corporate action without a\nmeeting by less than unanimous Consent shall be given to those stockholders who\nhave not consented in writing.\n\n                         (2)     A Consent shall be delivered to the Corporation\nby delivery to its registered office in the State of Delaware, its principal\nplace of business, or an officer or agent of the Corporation having custody of\nthe book in which proceedings of meetings of stockholders of the Corporation are\nrecorded. Delivery to the Corporation's registered office shall be made by hand\nor by certified or registered mail, return receipt required.\n\n\n\n                                       6\n\n\n\n                         (3)     Consents shall be valid for a maximum of sixty\n(60) days after the date of the earliest dated Consent delivered to the\nCorporation in the manner provided in Section 228(c) of the General Corporation\nLaw of the State of Delaware. Consents may be revoked by written notice (a) to\nthe Corporation, (b) to the stockholder or stockholders soliciting consents or\nsoliciting revocations in opposition to action by consent (the \"Soliciting\nStockholders\"), or (c) to a proxy solicitor or other agent designated by the\nCorporation or the Soliciting Stockholders.\n\n                         (4)     Within ten (10) business days after receipt of\nthe earliest dated Consent delivered to the Corporation in the manner provided\nin Section 228(c) of the General Corporation Law of the State of Delaware or the\ndetermination by the Board of Directors of the Corporation that the Corporation\nshould seek corporate action by written consent, as the case may be, the\nSecretary of the Corporation shall engage nationally recognized independent\ninspectors of elections for the purpose of performing a ministerial review of\nthe validity of the Consents and revocations. The cost of retaining inspectors\nof election shall be borne by the Corporation. For the purpose of permitting the\ninspectors to perform such review, no action by written consent without a\nmeeting shall be effective until such date as the independent inspectors certify\nto the Corporation that the consents delivered to the Corporation in accordance\nwith this Section 9 represent at least the minimum number of votes that would be\nnecessary to take the corporate action. Nothing contained in this Section\n9(C)(4) shall in any way be construed to suggest or imply that the Board of\nDirectors or any stockholder shall not be entitled to contest the validity of\nany Consent or revocation thereof, whether before or after such certification by\nthe independent inspectors, or to take any other action (including, without\nlimitation, the commencement, prosecution or defense of any litigation with\nrespect thereto, and the seeking of injunctive relief in such litigation).\n\n                         (5)     Following appointment of the inspectors,\nConsents and revocations shall be delivered to the inspectors upon receipt by\nthe Corporation, the Soliciting Stockholder or their proxy solicitors or other\ndesignated agents. As soon as practicable following the earlier of (a) the\nreceipt by the inspectors, a copy of which shall be delivered to the\nCorporation, of any written demand by the Soliciting Stockholders of the\nCorporation, or (b) sixty (60) days after the date of the earliest dated Consent\ndelivered to the Corporation in the manner provided in Section 228(c) of the\nGeneral Corporation Law of the State of Delaware, the inspectors shall issue a\npreliminary report to the Corporation and the Soliciting Stockholders stating\nthe number of valid and unrevoked Consents received and whether, based on the\npreliminary count, the requisite number of valid and unrevoked Consents has been\nobtained to authorize or take the action specified in the Consents.\n\n                         (6)     Unless the Corporation and the Soliciting\nStockholders shall agree to a shorter or longer period, the Corporation and the\nSoliciting Stockholders shall have forty-eight (48) hours to review the Consents\nand revocations and to advise the inspectors and the opposing party in writing\nas to whether they intend to challenge the preliminary report of the inspectors.\nIf no written notice of an intention to challenge the preliminary report is\nreceived within forty-eight (48) hours after the inspectors' issuance of the\npreliminary report, the inspectors shall issue to the Corporation and the\nSoliciting Stockholders their final report containing the information from the\ninspectors' determination with respect to whether the requisite number of valid\nand unrevoked Consents was obtained to authorize and take the action specified\nin the Consents. If the Corporation or the Soliciting Stockholders issue written\nnotice\n\n\n\n                                       7\n\n\n\nof an intention to challenge the inspectors' preliminary report within\nforty-eight (48) hours after the issuance of that report, a challenge session\nshall be scheduled by the inspectors as promptly as practicable. Following\ncompletion of the challenge session, the inspectors shall as promptly as\npracticable issue their final report to the Soliciting Stockholders and the\nCorporation, which report shall contain the information included in the\npreliminary report plus any change in the vote total as a result of the\nchallenge and a certification of whether the requisite number of valid and\nunrevoked Consents was obtained to authorize or take the action specified in the\nConsents.\n\n         Section 10. Stockholder Lists. The officer who has charge of the stock\n                     -----------------\nledger of the Corporation shall prepare and make, at least ten days before every\nmeeting of stockholders, a complete list of the stockholders entitled to vote at\nthe meeting, arranged in alphabetical order, and showing the address of each\nstockholder and the number of shares registered in the name of each stockholder.\nSuch list shall be open to the examination of any stockholder, for any purpose\ngermane to the meeting, for a period of at least ten days prior to the meeting\non a reasonably accessibly electronic network or, during ordinary business\nhours, at the principal place of business of the Corporation. The list shall\nalso be produced and kept at the time and place of the meeting during the whole\ntime thereof, and may be inspected by any stockholder who is present.\n\n                                   Article III\n                                    DIRECTORS\n\n         Section 1. Number, Tenure and Qualifications. The number of directors\n                    ---------------------------------\nwhich shall constitute the whole Board of Directors shall be not less than one\n(1) and not more than twelve (12). The exact number of directors shall be\ndetermined by resolution of the Board of Directors. The directors need not be\nstockholders. The directors shall be elected at the annual meeting of the\nstockholders, except as provided in Section 2 of this Article, and each director\nelected shall hold office until his successor is elected and qualified;\nprovided, however, that unless otherwise restricted by the Certificate of\nIncorporation or by law, any director or the entire Board of Directors may be\nremoved, either with or without cause, from the Board of Directors at any\nmeeting of stockholders by a majority of the stock represented and entitled to\nvote thereat. Election of directors at all meetings of the stockholders at which\ndirectors are to be elected shall be by written ballot, and, except as otherwise\nset forth in the Certificate of Incorporation, a plurality of the votes cast\nthereat shall elect directors.\n\n         Section 2. Vacancies. Vacancies on the Board of Directors by reason of\n                    ---------\ndeath, resignation, retirement, disqualification, removal from office, or\notherwise, and newly created directorships resulting from any increase in the\nauthorized number of directors may be filled by a majority of the directors then\nin office, although less than a quorum, or by a sole remaining director. The\ndirectors so chosen shall hold office until the next annual election of\ndirectors and until their successors are duly elected and shall qualify, unless\nsooner replaced by a vote of the shareholders. If there are no directors in\noffice, then an election of directors may be held in the manner provided by\nstatute. If, at the time of filling any vacancy or any newly created\ndirectorship, the directors then in office shall constitute less than a majority\nof the whole Board (as constituted immediately prior to any such increase), the\nCourt of Chancery may, upon application of any stockholder or stockholders\nholding at least ten percent of the total number of the shares at the time\noutstanding having the right to vote for such directors, summarily order an\n\n\n\n                                       8\n\n\n\nelection to be held to fill any such vacancies or newly created directorships,\nor to replace the directors chosen by the directors then in office.\n\n         Section 3. General Powers. The property and business of the Corporation\n                    --------------\nshall be managed by or under the direction of its Board of Directors. In\naddition to the powers and authorities by these By-Laws expressly conferred upon\nthem, the Board of Directors may exercise all such powers of the Corporation and\ndo all such lawful acts and things as are not by statute or by the Certificate\nof Incorporation or by these By-Laws directed or required to be exercised or\ndone by the stockholders.\n\n         Section 4. Regular Meetings.  Regular meetings of the Board of\n                    ----------------\nDirectors may be held without notice at such time and place as shall from time\nto time be determined by the Board of Directors.\n\n         Section 5. Special Meetings. Special meetings of the Board of Directors\n                    ----------------\nmay be called by the President on forty-eight hours notice to each director,\neither personally or by mail or by telegram; special meetings shall be called by\nthe President or the Secretary in like manner and on like notice on the written\nrequest of two directors.\n\n         Section 6. Quorum. At all meetings of the Board of Directors a majority\n                    ------\nof the authorized number of directors shall be necessary and sufficient to\nconstitute a quorum for the transaction of business, and the vote of a majority\nof the directors present at any meeting at which there is a quorum, shall be the\nact of the Board of Directors, except as may be otherwise specifically provided\nby statute, by the Certificate of Incorporation or by these By-Laws. If a quorum\nshall not be present at any meeting of the Board of Directors, the directors\npresent thereat may adjourn the meeting from time to time, without notice other\nthan announcement at the meeting, until a quorum shall be present. If only one\ndirector is authorized, such sole director shall constitute a quorum. At any\nmeeting, a director shall have the right to be accompanied by counsel provided\nthat such counsel shall agree to any confidentiality restrictions reasonably\nimposed by the Corporation.\n\n         Section 7. Board Action in Lieu of a Meeting. Unless otherwise\n                    ---------------------------------\nrestricted by the Certificate of Incorporation or these By-Laws, any action\nrequired or permitted to be taken at any meeting of the Board of Directors or of\nany committee thereof may be taken without a meeting, if all members of the\nBoard of Directors or committee, as the case may be, consent thereto in writing,\nand the writing or writings are filed with the minutes of proceedings of the\nBoard of Directors or committee.\n\n         Section 8. Conference Telephone Meetings. Unless otherwise restricted\n                    -----------------------------\nby the Certificate of Incorporation or these By-Laws, members of the Board of\nDirectors, or any committee designated by the Board of Directors, may\nparticipate in a meeting of the Board of Directors, or any committee, by means\nof conference telephone or similar communications equipment by means of which\nall persons participating in the meeting can hear each other, and such\nparticipation in a meeting shall constitute presence in person at such meeting.\n\n\n\n                                       9\n\n\n\n         Section 9. Committees. The Board of Directors may, by resolution passed\n                    ----------\nby a majority of the whole Board, designate one or more committees, each such\ncommittee to consist of one or more of the directors of the Corporation. The\nBoard of Directors may designate one or more directors as alternate members of\nany committee, who may replace any absent or disqualified member at any meeting\nof the committee. In the absence or disqualification of a member of a committee,\nthe member or members thereof present at any meeting and not disqualified from\nvoting, whether or not he or they constitute a quorum, may unanimously appoint\nanother member of the Board of Directors to act at the meeting in the place of\nany such absent or disqualified member. Any such committee, to the extent\nprovided in the resolution of the Board of Directors, shall have and may\nexercise all the powers and authority of the Board of Directors in the\nmanagement of the business and affairs of the Corporation, and may authorize the\nseal of the Corporation to be affixed to all papers which may require it; but no\nsuch committee shall have the power or authority in reference to amending the\nCertificate of Incorporation, adopting an agreement of merger or consolidation,\nrecommending to the stockholders the sale, lease or exchange of all or\nsubstantially all of the Corporation's property and assets, recommending to the\nstockholders a dissolution of the Corporation or a revocation of a dissolution,\nor amending the By-Laws of the Corporation; and, unless the resolution or the\nCertificate of Incorporation expressly so provide, no such committee shall have\nthe power or authority to declare a dividend or to authorize the issuance of\nstock. Each committee shall keep regular minutes of its meetings and report the\nsame to the Board of Directors when required.\n\n         Section 10. Compensation. Unless otherwise restricted by the\n                     ------------\nCertificate of Incorporation or these By-Laws, the Board of Directors shall have\nthe authority to fix the compensation of directors. The directors may be paid\ntheir expenses, if any, of attendance at each meeting of the Board of Directors\nand may be paid a fixed sum for attendance at each meeting of the Board of\nDirectors or a stated salary as director. No such payment shall preclude any\ndirector from serving the Corporation in any other capacity and receiving\ncompensation therefore . Members of special or standing committees may be\nallowed like compensation for attending committee meetings.\n\n         Section 11. Indemnification. The Corporation shall indemnify every\n                     ---------------\nperson who is or was a party or is or was threatened to be made a party to any\naction, suit, or proceeding, whether civil, criminal, administrative or\ninvestigative, by reason of the fact that he is or was a director or officer of\nthe Corporation or, while a director or officer or employee of the Corporation,\nis or was serving at the request of the Corporation as a director, officer,\nemployee, agent or trustee of another corporation, partnership, joint venture,\ntrust, employee benefit plan or other enterprise, against expenses (including\ncounsel fees), judgments, fines and amounts paid in settlement actually and\nreasonably incurred by him in connection with such action, suit or proceeding,\nto the full extent permitted by applicable law.\n\n                                   Article IV\n                                    OFFICERS\n\n         Section 1. Elected Officers. The officers of this Corporation shall be\n                    ----------------\n\nchosen by the Board of Directors and shall include a President, a Secretary, and\na Treasurer. The Corporation may also have, at the discretion of the Board of\nDirectors, such other officers as are desired,\n\n\n\n                                       10\n\n\n\nincluding a Chairman of the Board, one or more Vice Presidents, one or more\nAssistant Secretaries and Assistant Treasurers, and such other officers as may\nbe appointed in accordance with the provisions of Section 3 hereof. In the event\nthere are two or more Vice Presidents, then one or more may be designated as\nExecutive Vice President, Senior Vice President, or other similar or dissimilar\ntitle. At the time of the election of officers, the directors may by resolution\ndetermine the order of their rank. Any number of offices may be held by the same\nperson unless the Certificate of Incorporation or these By-Laws otherwise\nprovide.\n\n         Section 2. Election. The Board of Directors, at its first meeting after\n                    --------\n each annual meeting of stockholders, shall choose the officers of the\nCorporation.\n\n         Section 3. Additional Officers. The Board of Directors may appoint such\n                    -------------------\nother officers and agents as it shall deem necessary who shall hold their\noffices for such terms and shall exercise such powers and perform such duties as\nshall be determined from time to time by the Board.\n\n         Section 4.  Compensation of Officers.  The salaries of all officers and\n                     ------------------------\nagents of the Corporation shall be fixed by the Board of Directors.\n\n         Section 5. Term of Office. The officers of the Corporation shall hold\n                    --------------\noffice until their successors are chosen and qualify in their stead. Any officer\nelected or appointed by the Board of Directors may be removed at any time by the\naffirmative vote of a majority of the Board of Directors. If the office of any\nofficer or officers becomes vacant for any reason, the vacancy shall be filled\nby the Board of Directors.\n\n         Section 6. Chairman of the Board. The Chairman of the Board, if such an\n                    ---------------------\nofficer be elected, shall, if present, preside at all meetings of the Board of\nDirectors and exercise and perform such other powers and duties as may be from\ntime to time assigned to him by the Board of Directors or prescribed by these\nBy-Laws. If there is no President, the Chairman of the Board shall in addition\nbe the Chief Executive Officer of the Corporation and shall have the powers and\nduties prescribed in Section 7 of this Article IV.\n\n         Section 7. President. Subject to such supervisory powers, if any, as\n                    ---------\nmay be given by the Board of Directors to the Chairman of the Board, if there be\nsuch an officer, the President shall be the Chief Executive Officer of the\nCorporation and shall, subject to the control of the Board of Directors, have\ngeneral supervision, direction and control of the business and officers of the\nCorporation. He shall preside at all meetings of the stockholders and, in the\nabsence or with the consent of the Chairman of the Board, or if there be none,\nat all meetings of the Board of Directors. He shall be an ex-officio member of\nall committees and shall have the general powers and duties of management\nusually vested in the office of President and Chief Executive Officer of\ncorporations, and shall have such other powers and duties as may be prescribed\nby the Board of Directors or these By-Laws.\n\n         Section 8.  Vice Presidents.  In the absence or disability of the\n                     ---------------\nPresident, the Vice Presidents in order of their rank as fixed by the Board of\nDirectors, or if not ranked, the Vice President designated by the Board of\nDirectors, shall perform all the duties of the President, and\n\n\n\n                                       11\n\n\n\nwhen so acting shall have all the powers of and be subject to all the\nrestrictions upon the President. The Vice Presidents shall have such other\nduties as from time to time may be prescribed for them, respectively, by the\nBoard of Directors.\n\n         Section 9. Secretary. The Secretary shall attend all sessions of the\n                    ---------\nBoard of Directors and all meetings of the stockholders and record all votes and\nthe minutes of all proceedings in a book to be kept for that purpose; and shall\nperform like duties for the standing committees when required by the Board of\nDirectors. He shall give, or cause to be given, notice of all meetings of the\nstockholders and of the Board of Directors, and shall perform such other duties\nas may be prescribed by the Board of Directors or these By-Laws. He shall keep\nin safe custody the seal of the Corporation, and when authorized by the Board,\naffix the same to any instrument requiring it, and when so affixed it shall be\nattested by his signature or by the signature of an Assistant Secretary. The\nBoard of Directors may give general authority to any other officer to affix the\nseal of the Corporation and to attest the affixing by his signature.\n\n         Section 10. Assistant Secretary. The Assistant Secretary, or if there\n                     -------------------\nbe more than one, the Assistant Secretaries in the order determined by the Board\nof Directors, or if there be no such determination, the Assistant Secretary\ndesignated by the Board of Directors, shall, in the absence or disability of the\nSecretary, perform the duties and exercise the powers of the Secretary and shall\nperform such other duties and have such other powers as the Board of Directors\nmay from time to time prescribe.\n\n         Section 11. Treasurer. The Treasurer shall have the custody of the\n                     ---------\ncorporate funds and securities and shall keep full and accurate accounts of\nreceipts and disbursements in books belonging to the Corporation and shall\ndeposit all moneys, and other valuable effects in the name and to the credit of\nthe Corporation, in such depositories as may be designated by the Board of\nDirectors. He shall disburse the funds of the Corporation as may be ordered by\nthe Board of Directors, taking proper vouchers for such disbursements, and shall\nrender to the Board of Directors, at its regular meetings, or when the Board of\nDirectors so requires, an account of all his transactions as Treasurer and of\nthe financial condition of the Corporation. If required by the Board of\nDirectors, he shall give the Corporation a bond, in such sum and with such\nsurety or sureties as shall be satisfactory to the Board of Directors, for the\nfaithful performance of the duties of his office and for the restoration to the\nCorporation, in case of his death, resignation, retirement or removal from\noffice, of all books, papers, vouchers, money and other property of whatever\nkind in his possession or under his control belonging to the Corporation.\n\n         Section 12. Assistant Treasurer. The Assistant Treasurer, or if there\n                     -------------------\nshall be more than one, the Assistant Treasurers in the order determined by the\nBoard of Directors, or if there be no such determination, the Assistant\nTreasurer designated by the Board of Directors, shall, in the absence or\ndisability of the Treasurer, perform the duties and exercise the powers of the\nTreasurer and shall perform such other duties and have such other powers as the\nBoard of Directors may from time to time prescribe.\n\n\n\n\n                                       12\n\n\n\n                                    Article V\n                              CERTIFICATES OF STOCK\n\n         Section 1. Every holder of stock of the Corporation shall be entitled\nto have a certificate signed by, or in the name of the Corporation by, the\nChairman or Vice Chairman of the Board of Directors, or the President or a Vice\nPresident, and by the Secretary or an Assistant Secretary, or the Treasurer or\nan Assistant Treasurer of the Corporation, certifying the number of shares\nrepresented by the certificate owned by such stockholder in the Corporation.\n\n         Section 2. Any or all of the signatures on the certificate may be a\nfacsimile. In case any officer, transfer agent, or registrar who has signed or\nwhose facsimile signature has been placed upon a certificate shall have ceased\nto be such officer, transfer agent, or registrar before such certificate is\nissued, it may be issued by the Corporation with the same effect as if he were\nsuch officer, transfer agent, or registrar at the date of issue.\n\n         Section 3. If the Corporation shall be authorized to issue more than\none class of stock or more than one series of any class, the powers,\ndesignations, preferences and relative, participating, optional or other special\nrights of each class of stock or series thereof and the qualification,\nlimitations or restrictions of such preferences and\/or rights shall be set forth\nin full or summarized on the face or back of the certificate which the\nCorporation shall issue to represent such class or series of stock, provided\nthat, except as otherwise provided in Section 202 of the General Corporation Law\nof Delaware, in lieu of the foregoing requirements, there may be set forth on\nthe face or back of the certificate which the Corporation shall issue to\nrepresent such class or series of stock, a statement that the Corporation will\nfurnish without charge to each stockholder who so requests the powers,\ndesignations, preferences and relative, participating, optional or other special\nrights of each class of stock or series thereof and the qualifications,\nlimitations or restrictions of such preferences and\/or rights.\n\n         Section 4. The Board of Directors may direct a new certificate or\ncertificates to be issued in place of any certificate or certificates\ntheretofore issued by the Corporation alleged to have been lost, stolen or\ndestroyed, upon the making of an affidavit of that fact by the person claiming\nthe certificate of stock to be lost, stolen or destroyed. When authorizing such\nissue of a new certificate or certificates, the Board of Directors may, in its\ndiscretion and as a condition precedent to the issuance thereof, require the\nowner of such lost, stolen or destroyed certificate or certificates, or his\nlegal representative, to advertise the same in such manner as it shall require\nand\/or to give the Corporation a bond in such sum as it may direct as indemnity\nagainst any claim that may be made against the Corporation with respect to the\ncertificate alleged to have been lost, stolen or destroyed.\n\n         Section 5. Upon surrender to the Corporation, or the transfer agent of\nthe Corporation, of a certificate for shares duly endorsed or accompanied by\nproper evidence of succession, assignation or authority to transfer, the\nCorporation shall issue a new certificate to the person entitled thereto, cancel\nthe old certificate and record the transaction upon its book.\n\n         Section 6. In order that the Corporation may determine the stockholders\nentitled to notice of or to vote at any meeting of the stockholders, or any\nadjournment thereof, or to express consent to corporate action in writing\nwithout a meeting, or entitled to receive payment of any\n\n\n\n                                       13\n\n\n\ndividend or other distribution or allotment of any rights, or entitled to\nexercise any rights in respect of any change, conversion or exchange of stock or\nfor the purpose of any other lawful action, the Board of Directors may fix a\nrecord date which shall not be more than sixty nor less than ten days before the\ndate of such meeting, nor more than sixty days prior to any other action. A\ndetermination of stockholders of record entitled to notice of or to vote at a\nmeeting of stockholders shall apply to any adjournment of the meeting; provided,\nhowever, that the Board of Directors may fix a new record date for the adjourned\nmeeting.\n\n         Section 7. The Corporation shall be entitled to treat the holder of\nrecord of any share or shares of stock as the holder in fact thereof and\naccordingly shall not be bound to recognize any equitable or other claim or\ninterest in such share on the part of any other person, whether or not it shall\nhave express or other notice thereof, save as expressly provided by the laws of\nthe State of Delaware.\n\n                                   Article VI\n                               GENERAL PROVISIONS\n\n         Section 1. Dividends upon the capital stock of the Corporation, subject\nto the provisions of the Certificate of Incorporation, if any, may be declared\nby the Board of Directors at any regular or special meeting, pursuant to law.\nDividends may be paid in cash, in property, or in shares of the capital stock,\nsubject to the provisions of the Certificate of Incorporation.\n\n         Section 2. Before payment of any dividend there may be set aside out of\nany funds of the Corporation available for dividends such sum or sums as the\ndirectors from time to time, in their absolute discretion, think proper as a\nreserve fund to meet contingencies, or for equalizing dividends, or for\nrepairing or maintaining any property of the Corporation, or for such other\npurpose as the directors shall think conducive to the interests of the\nCorporation, and the directors may abolish any such reserve.\n\n         Section 3. All checks or demands for money and notes of the Corporation\nshall be signed by such officer or officers as the Board of Directors may from\ntime to time designate.\n\n         Section 4. The fiscal year of the Corporation shall be the calendar\nyear.\n\n         Section 5. The corporate seal shall have inscribed thereon the name of\nthe Corporation, the year of its organization and the words \"Corporate Seal,\nDelaware\". Said seal may be used by causing it or a facsimile thereof to be\nimpressed or affixed or reproduced or otherwise.\n\n         Section 6. Whenever, under the provisions of the statutes or of the\nCertificate of Incorporation or of these By-Laws, notice is required to be given\nto any director or stockholder, it shall not be construed to mean personal\nnotice, but such notice may be given in writing, by mail, addressed to such\ndirector or stockholder, at his address as it appears on the records of the\nCorporation, with postage thereon prepaid, and such notice shall be deemed to be\ngiven at the time when the same shall be deposited in the United States mail.\nNotice to directors may also be given by telegram.\n\n\n\n                                       14\n\n\n\n         Section 7. Whenever any notice is required to be given under the\nprovisions of the statutes or of the Certificate of Incorporation or of these\nBy-Laws, a waiver thereof in writing, signed by the person or persons entitled\nto said notice, whether before or after the time stated therein, shall be deemed\nequivalent thereto.\n\n         Section 8. The Board of Directors shall present at each annual meeting,\nand at any special meeting of the stockholders when called for by vote of the\nstockholders, a full and clear statement of the business and condition of the\nCorporation.\n\n                                  Article VII\n                                   AMENDMENTS\n\n         Section 1. Amendment. These By-Laws may be altered, amended or repealed\n                    ---------\nor new By-Laws may be adopted by the stockholders by the affirmative vote of the\nmajority of the outstanding voting stock of the corporation, voting together as\na single class, or by the Board of Directors at any regular meeting of the\nstockholders or of the Board of Directors or at any special meeting of the\nstockholders or of the Board of Directors if notice of such alteration,\namendment, repeal or adoption of new By-Laws be contained in the notice of such\nspecial meeting. If the power to adopt, amend or repeal By-Laws is conferred\nupon the Board of Directors by the Certificate of Incorporation, it shall not\ndivest or limit the power of the stockholders to adopt, amend or repeal By-Laws.\n\n                                       15\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9167],"corporate_contracts_industries":[9477],"corporate_contracts_types":[9573,9574],"class_list":["post-41480","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-united-defense-industries-inc","corporate_contracts_industries-aerospace__vehicles","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\/41480","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=41480"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41480"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41480"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41480"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}