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EXHIBIT 3.2
BY-LAWS
of
LOGIMETRICS, INC.
_______________________________
ARTICLE I - OFFICES
The principal office of the Corporation shall be located in the City
of New York, County of New York, and State of New York.
The Corporation may also maintain offices at such other places as the
Board of Directors may from time to time determine.
ARTICLE II - MEETINGS OF STOCKHOLDERS
Section 1. - Annual Meetings:
The annual meeting of the stockholders of the Corporation shall be
held within five (5) months after the close of the fiscal year of the
Corporation, for the purpose of electing directors and transacting such other
business as may properly come before the meeting.
Section 2. - Special Meetings:
Special meetings of the stockholders may be called at any time by the
President, and shall be called by the President or the Secretary at the written
request of a majority of the Board of Directors.
Section 3. - Place of Meetings:
All meetings of stockholders shall be held at the principal office of
the Corporation, or at such other places as the Board of Directors may select,
and as shall be designated in the respective notices or waivers of notice of
such meetings.
Section 4. - Notice of Meetings:
(a) Except as otherwise provided by statute, written notice of each
meeting of stockholders, whether annual or special, stating the purpose for
which the meeting is called, and the time when and place where it is to be held,
shall be served either personally or by mail, not less than ten nor more than
forty days before the meeting upon each stockholder of record entitled to vote
at such meeting. If mailed, such notice shall be directed to each such
stockholder at his address as it appears on the stock books of the Corporation,
unless he shall have previously filed with the Secretary of the Corporation a
written request that notices intended for
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him be mailed to some other address, in which case it shall be mailed to the
address designated in such request.
(b) Notice of any meeting need not be given to any person who may
become a stockholder of record after the mailing of such notice and prior to the
meeting, or to any stockholder who attends such meeting in person or by proxy,
or to any stockholder who, in person or by attorney thereunto authorized, waives
notice of any meeting in writing either before or after such meeting. Notice of
any adjourned meeting of stockholders need not be given, unless otherwise
required by statute.
Section 5. - Quorum:
(a) Except as otherwise provided herein, or by statute, or in the
Certificate of Incorporation (such Certificate and any amendments thereof being
hereinafter collectively referred to as the "Certificate of Incorporation"), at
all meetings of stockholders of the Corporation, the presence in person or by
proxy of stockholders holding of record 35% (as amended 10/2/__) of the total
number of shares of the Corporation, then issued and outstanding and entitled to
vote, shall be necessary and sufficient to constitute a quorum for the
transaction of any business.
(b) In the absence of a quorum at any annual or special meeting of
stockholders, the stockholders present in person or by proxy and entitled to
vote thereat or, if by proxy, any officer authorized to preside at or act as
Secretary of such meeting, may adjourn the meeting from time to time for a
period not exceeding twenty days at such adjourned meeting at which a quorum is
present. At any such adjourned meeting, at which a quorum is present, any
business may be transacted which might have been transacted at the meeting as
originally called if a quorum had been present.
Section 6. - Voting:
(a) Except as otherwise provided herein, or by statute, or by the
Certificate of Incorporation, the affirmative vote of those holdings of record
in the aggregate at least a majority of the issued and outstanding shares of
stock present in person or by proxy and entitled to vote at a meeting of
stockholders with respect to a question or matter brought before such meeting
shall be necessary and sufficient to decide such question or matter.
(b) Except as otherwise provided by statute, or by the Certificate of
Incorporation, at each meeting of stockholders, each holder of record of stock
of the Corporation entitled to vote thereat shall be entitled to one vote for
each share of stock held by him and registered in his name on the books of the
Corporation.
(c) Each stockholder entitled to vote may vote by proxy, provided,
however, that the instrument authorizing such proxy to act shall have been
executed in writing by the stockholder himself, or by his attorney-in-fact
thereunto duly authorized in writing. No proxy shall be valid after the
expiration of eleven months from the date of its execution, unless the person
executing it shall have specified therein the length of time it is to continue
in force. Such
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instrument shall be exhibited to the Secretary at the meeting and shall be filed
with the records of the Corporation.
(d) Any resolution in writing, signed by all of the stockholders
entitled to vote thereon, shall be and constitute action by such stockholders to
the effect therein expressed, with the same force and effect as if the same had
been duly passed by unanimous vote at a duly called meeting of such
stockholders, and it shall be the duty of the Secretary to place such resolution
so signed in the Minute Book of the Corporation under its proper date.
ARTICLE III - BOARD OF DIRECTORS
Section 1. - Number, Election and Term of Office:
(a) The number of the directors of the Corporation shall be . If the
number is not set forth therein, a majority of the Board of Directors (1) shall
fix the number of directors from time to time, (2) may determine, in advance of
each meeting of stockholders for the election of directors, the number of
directors to be elected at such meeting within the maximum and minimum limits
specified in the Certificate of Incorporation, and (3) during any interval
between meetings of stockholders for the election of directors, may increase the
number of directors within the maximum limits specified in the Certificate of
Incorporation, and, if any such increase shall be deemed to create any vacancies
in the Board, they shall be filled in the manner prescribed in Section 8 of this
Article III.
(b) Except as herein or in the Certificate of Incorporation otherwise
provided, the members of the Board of Directors of the Corporation, who need not
be stockholders, shall be elected by the vote of stockholders holding of record
in the aggregate at least a plurality of the shares of stock of the Corporation
present in person or by proxy and entitled to vote at the annual meeting of
stockholders.
(c) Each director shall hold office until the annual meeting of the
stockholders next succeeding his election and until his successor is elected and
qualified or until his prior death, resignation or removal.
Section 2. - Duties, Powers and Committees:
(a) The Board of Directors shall be responsible for the control and
management of the affairs, property and interests of the Corporation, and may
exercise all powers of the Corporation except as herein provided, in the
Certificate of Incorporation, or by statute expressly conferred upon or reserved
to the stockholders.
(b) The Board of Directors may create and appoints committees to
assist the directors in the conduct of the Corporation's affairs.
Section 3. - Annual and Regular Meetings: Notice:
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(a) A regular annual meeting of the Board of Directors shall be held
immediately following the annual meeting of the stockholders at the place of
such annual meeting of stockholders.
(b) The Board of Directors from time to time may provide by resolution
for the holding of other regular meetings of the Board of Directors, and may fix
the time and place thereof.
(c) Notice of any regular meeting of the Board of Directors shall not
be required to be given; provided, however, that in case the Board of Directors
shall fix or change the time or place of any regular meeting, notice of such
action shall be mailed promptly to each director who shall not have been present
at the meeting at which such action was taken, addressed to him at his residence
or usual place of business, unless such notice shall be waived in the manner set
forth in paragraph (c) of Section 4 of this Article III.
Section 4. - Special Meetings: Notice:
(a) Special meetings of the Board of Directors shall be held whenever
called by the President, or by one of the directors, at such time and place as
may be specified in the respective notices or waivers of notice thereof.
(b) Except as otherwise required by statute, notice of such special
meetings shall be mailed directly to each director, addressed to him at his
residence or usual place of business, at least two (2) days before the day on
which the meeting is to be held, or shall be sent to him at such place by
telegram, radio or cable, or shall be delivered to him personally not later than
the day before the day on which the meeting is to be held.
(c) Notice of any special meeting shall not be required to be given to
any directors who shall attend such meeting in person or to any director who
shall waive notice of such meeting in writing or by telegram, radio or cable,
whether before or after the time of such meeting; and any such meeting shall be
a legal meeting without any notice thereof having been given, if all the
directors shall be present thereat. Notice of any adjourned meeting shall not be
required to be given.
Section 5. - Chairman:
At all meetings of the Board of Directors, the President, or in his
absence, a chairman chosen by the directors, shall preside.
Section 6. - Quorum:
(a) At all meetings of the Board of Directors, the presence of a
majority of the total number of directors shall be necessary and sufficient to
constitute a quorum for the
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transaction of business, except as otherwise provided by law, by the Certificate
of Incorporation, or by these by-laws.
(b) A majority of the directors present at the time and place of any
regular or special meeting, although less than a quorum, may adjourn the same
from time to time without further notice, until a quorum shall be present.
Section 7. - Manner of Acting:
(a) At all meetings of the Board of Directors, each director present
shall have one vote, irrespective of the number of shares of stock, if any,
which he may hold.
(b) Except as otherwise provided by statute, by the Certificate of
Incorporation, or by these by-laws, the action of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
Board of Directors.
Section 8. - Vacancies:
Any vacancy in the Board of Directors occurring by reason of an
increase in the number of directors or by reason of the death, resignation,
disqualification, removal or inability to act of any director, or otherwise,
shall be filled for the unexpired portion of the term by a majority vote of the
remaining directors, though less than a quorum, at any regular meeting or
special meeting of the Board of Directors called for that purpose.
Section 9. - Resignation:
Any director may resign at any time by giving written notice to the
Board of Directors, the President or the Secretary of the Corporation. Unless
otherwise specified in such written notice, such resignation shall take effect
upon receipt thereof by the Board of Directors or such officer, and the
acceptance of such resignation shall not be necessary to make it effective.
Section 10. - Removal:
Any director may be removed with or without cause at any time by the
affirmative vote of stockholders holding of record in the aggregate at least a
majority of the outstanding shares of stock of the Corporation, given at a
special meeting of the stockholders called for the purpose.
Section 11. - Salary:
No stated salary shall be paid to directors, as such, for their
services, but by resolution of the Board of Directors a fixed sum and expenses
of attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board; provided, however, that nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.
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Section 12. - Contracts:
(a) No contract or other transaction between this Corporation and any
other corporation shall be impaired, affected or invalidated, nor shall any
director be liable in any way by reason of the fact that any one or more of the
directors of this Corporation is or are interested in, or is a director or
officer, or are directors or officers of such other corporation, provided that
such facts are disclosed or made known to the Board of Directors.
(b) Any director, personally and individually, may be a party to or
may be interested in any contract or transaction of this Corporation, and no
director shall be liable in any way by reason of such interest, provided that
the fact of such interest be disclosed or made known to the Board of Directors,
and provided that the Board of Directors shall authorize, approve or ratify such
contract or transaction by the vote (not counting the vote of any such director)
of a majority of a quorum, notwithstanding the presence of any such director at
the meeting at which such action is taken. Such director or directors may be
counted in determining the presence of a quorum at such meeting. This Section
shall not be construed to impair or invalidate or in any way affect any contract
or other transaction which would otherwise be valid under the law (common,
statutory or otherwise) applicable thereto.
Section 13. - Executive Committee:
The Executive Committee shall consist of two members of the Board of
Directors appointed at the annual meeting of the stockholders of the Corporation
to hold office during the pleasure of the Directors. Its function shall be to
exercise all the functions and powers of the Board of Directors between the
annual meetings of the Board of Directors.
ARTICLE IV - OFFICERS
Section 1. - Number, Qualifications, Election and Term of Office:
(a) The officers of the Corporation shall consist of a President, one
or more Vice-Presidents, a Secretary, a Treasurer, and such number of Assistant
Secretaries and Assistant Treasurers as the Board of Directors may from time to
time deem advisable. The President shall be and remain a director of the
Corporation during the term of his office. Any other officer may, but is not
required to be, a director of the Corporation. Any two or more offices, except
the offices of President and Vice-President, may be held by the same person.
(b) The officers of the Corporation shall be elected by the Board of
Directors at the regular annual meeting of the Board following the annual
meeting of stockholders.
(c) Each officer shall hold office until the annual meeting of the
Board of Directors next succeeding his election and until his successor shall
have been elected and qualified, or until his death, resignation or removal.
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Section 2. - Resignation:
Any officer may resign at any time by giving written notice of such
resignation to the Board of Directors or to the President or the Secretary of
the Corporation. Unless otherwise specified in such written notice, such
resignation shall take effect upon receipt thereof by the Board of Directors or
by such officer, and the acceptance of such resignation shall not be necessary
to make it effective.
Section 3. - Removal:
(a) Any officer specifically designated in Section 1 of this Article
IV may be removed, either with or without cause, and a successor elected, by a
majority vote of the Board of Directors, regularly convened at a regular or
special meeting.
(b) The officers and agents appointed in accordance with the
provisions of Section 11 of this Article IV may be removed, either with or
without cause, by a majority vote of the Board of Directors, regularly convened
at a regular or special meeting or by any superior officer or agent upon whom
such power of removal shall have been conferred by the Board of Directors.
Section 4. - Vacancies:
(a) A vacancy in any office specifically designated in Section 1 of
this Article IV, by reasons of death, resignation, inability to act,
disqualification, removal, or any other cause, shall be filled for the unexpired
portion of the term by a majority vote of the Board of Directors regularly
convened at any regular or special meeting.
(b) In the case of a vacancy occurring in the office of an officer or
agent appointed in accordance with the provisions of Section 11 of this Article
IV, such vacancy may be filled by vote of the Board of Directors or by any
officer or agent upon whom such power shall have been conferred by the Board of
Directors.
Section 5 - President:
The President shall be the chief executive officer of the Corporation
and, subject to the direction of the Board of Directors, shall have general
charge of the business, affairs and property of the Corporation and general
supervision over its officers and agents. He shall, if present, preside at all
meetings of the Board of Directors and at all meetings of stockholders. In
general, he shall perform all duties incident to the office of President, and
shall see that all orders and resolutions of the Board of Directors are carried
into effect.
Section 6 - Vice-Presidents:
During the absence or disability of the President, the Vice-President
or, if there be more than one, the Vice-
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President designated by the Board of Directors as Executive Vice-President,
shall exercise all the functions of the President and, when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. Each Vice-President shall have such powers and discharge such duties
as may be assigned to him from time to time by the Board of Directors.
Section 7 - Secretary:
The Secretary shall:
(a) Record all the proceedings of the meetings of the stockholders and
Board of Directors in a book to be kept for that purpose;
(b) Cause all notices to be duly given in accordance with the
provisions of these by-laws and as required by statute;
(c) Be custodian of the records and of the seal of the Corporation,
and cause such seal to be affixed to all certificates representing stock of the
Corporation prior to their issuance, and to all instruments, the execution of
which on behalf of the Corporation under its seal shall have been duly
authorized in accordance with these by-laws;
(d) If called upon to do so, prepare or cause to be prepared, and
submit at each meeting of the stockholders, a certified list in alphabetical
order of the names of the stockholders entitled to vote at such meeting,
together with the number of shares of the respective class of stock held by
each;
(e) See that the books, reports, statements, certificates and all
other documents and records of the Corporation required by statute are properly
kept and filed;
(f) In general, perform all duties incident to the office of Secretary
and such other duties as are given to him by these by-laws, or as from time to
time may be assigned to him by the Board of Directors or the President.
Section 8 - Assistant Secretaries:
Whenever requested by or in the absence or disability of the
Secretary, the Assistant Secretary designated by the Secretary (or in the
absence of such designation, the Assistant Secretary designated by the Board of
Directors) shall perform all the duties of the Secretary, and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
Secretary.
Section 9 - Treasurer:
The Treasurer shall:
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(a) Have charge of and supervision over and be responsible for the
funds, securities, receipts and disbursements of the Corporation;
(b) Cause the moneys and other valuable effects of the Corporation to
be deposited in the name and to the credit of the Corporation in such banks or
trust companies as the Board of Directors may select; or as may be selected by
any officer or officers or agent or agents authorized so to do by the Board of
Directors;
(c) Cause the funds of the Corporation to be disbursed by checks or
drafts, with such signatures as may be authorized by the Board of Directors,
upon the authorized depositaries of the Corporation, and cause to be taken and
preserved proper vouchers for all moneys disbursed;
(d) Render to the President or the Board of Directors whenever
requested, a statement of the financial condition of the Corporation and of all
his transactions as Treasurer; and render a full financial report at the annual
meeting of the stockholders if called upon to do so;
(e) Keep the books of account of all the business and transactions of
the Corporation;
(f) Be empowered to require from all officers or agents of the
Corporation reports or statements giving such information as he may desire with
respect to any and all financial transactions of the Corporation; and
(g) In general, perform all duties incident to the office of Treasurer
and such other duties as are given to him by these by-laws or as from time to
time may be assigned to him by the Board of Directors or the President.
Section 10 - Assistant Treasurers:
Whenever requested by or in the absence or disability of the
Treasurer, the Assistant Treasurer designated by the Treasurer (or in the
absence of such designation, the Assistant Treasurer designated by the Board of
Directors) shall perform all the duties of the Treasurer, and when so acting,
shall have all the powers of, and be subject to all the restrictions upon, the
Treasurer.
Section 11 - Subordinate Officers and Agents:
The Board of Directors may from time to time appoint such other
officers and agents as it may deem necessary or advisable, to hold office for
such period, have such authority and perform such duties as the Board of
Directors may from time to time determine. The Board of Directors may delegate
to any officer or agent the power to appoint any such subordinate officers or
agents, and to prescribe their respective terms of office, authorities and
duties.
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Section 12 - Salaries:
The salaries or other compensation of the officers shall be fixed from
time to time by the Board of Directors, and no officer shall be prevented from
receiving such salary or any compensation by reason of the fact that he is also
a director of the Corporation. The Board of Directors may delegate to any
officer or agent the power to fix from time to time the salaries or other
compensation of officers or agents appointed in accordance with the provisions
of Section 11 of this Article IV.
Section 13 - Sureties and Bonds:
In case the Board of Directors shall so require, any officer or agent
of the Corporation shall execute to the Corporation a bond in such sum and with
such surety or sureties as the Board of Directors may direct, conditioned upon
the faithful performance of his duties to the Corporation, including
responsibility for negligence and for the accounting for all property, funds or
securities of the Corporation which may come into his hands.
ARTICLE V - SHARES OF STOCK
Section 1 - Certificates of Stock:
(a) The certificates of stock of the Corporation shall be numbered and
shall be entered in the books of the Corporation as they are issued. They shall
exhibit the holder's name and the number of shares, and shall be signed by (i)
the President or a Vice-President, and (ii) the Secretary or Treasurer, or any
Assistant Secretary or Assistant Treasurer, and shall bear the corporate seal.
(b) There shall be entered on the stock books of the Corporation, at
the time of the issuance of each share, the number of the certificate issued,
the kind of certificate issued, the name of the person owning the shares
represented thereby, the number of such shares, and the date of issuance
thereof. Every certificate exchanged or returned to the Corporation shall be
marked "cancelled" with the date of cancellation.
Section 2 - Lost or Destroyed Certificates:
The holder of any shares of stock of the Corporation shall immediately
notify the Corporation of any loss or destruction of the certificate
representing the same. The Corporation may issue a new certificate in the place
of any certificate theretofore issued by it alleged to have been lost or
destroyed, and the Board of Directors may require the owner of the lost or
destroyed certificate, or his legal representatives, to give the Corporation a
bond in such sum as the Board may direct, and with such surety or sureties as
may be satisfactory to the Board, to indemnify the Corporation against any claim
that may be made against it on account of the alleged loss or destruction of any
such certificate. A new certificate may be issued without requiring any bond
when, in the judgment of the Board of Directors, it is proper so to do.
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Section 3 - Transfers of Shares:
(a) Transfers of shares of the capital stock of the Corporation shall
be made on the transfer books of the Corporation by the holder of record
thereof, in person or by his duly authorized attorney, upon surrender and
cancellation of the certificate or certificates representing such shares.
(b) The Corporation shall be entitled to treat the holder of record of
any share or shares of stock as the absolute owner thereof for all purposes and,
accordingly, shall not be bound to recognize any legal, equitable or other claim
to, or interest in such share or shares on the part of any other person, whether
or not it or they shall have express or other notice thereof, except as
otherwise expressly provided by law.
Section 4 - Closing of Transfer Books:
The Board of Directors shall have the power to close the stock
transfer books of the Corporation for a period of not more than ten days during
the thirty day period immediately preceding (1) any stockholder's meeting, or
(2) any date upon which stockholders shall be called upon to or have a right to
take action without a meeting, or (3) any date fixed for the payment of a
dividend or any other form of distribution, and only those stockholders of
record at the time the stock transfer books are closed, shall be recognized as
such for the purpose of (1) receiving notice of or voting at such meeting, or
(2) allowing them to take appropriate action, or (3) entitling them to receive
any dividend or other form of distribution.
Section 5 - Agreements:
Whenever two or more stockholders shall enter into a written agreement
respecting their shares of stock in the Corporation, and shall deposit such
agreement with the Corporation, the Board of Directors shall have the power to
provide by resolution that the shares of capital stock owned by the signatory
stockholders shall be transferable only in accordance with the provisions of
such agreement, and may direct that a reference to such agreement be endorsed
upon every certificate of stock affected thereby.
ARTICLE VI - DIVIDENDS
Subject to applicable law, dividends may be declared and paid out of
any funds available therefor, as often, in such amounts, and at such time or
times as the Board of Directors may determine.
ARTICLE VII - EXECUTION OF INSTRUMENTS
All checks, drafts, bills of exchange, acceptances, bonds,
endorsements, notes or other obligations, or evidences of indebtedness of the
Corporation, and all deeds, mortgages, indentures, bills of sale, conveyances,
endorsements, assignments, transfers, stock powers or other instruments of
transfer, contracts, agreements, dividend or other orders, powers of attorney,
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proxies, waivers, consents, returns, reports, certificates, demands, notices or
documents, and other instruments or rights of any nature, may be signed,
executed, verified, acknowledged and delivered by such persons (whether or not
officers, agents or employees of the Corporation) and in such manner as from
time to time may be determined by the Board of Directors.
ARTICLE VIII - FISCAL YEAR
The fiscal year of the Corporation shall be fixed by the Board of
Directors from time to tome as the needs of the corporate business requires.
ARTICLE IX - CORPORATE SEAL
The corporate seal shall be circular in form, and shall bear the name
of the Corporation, the words "Corporate Seal", and words and figures denoting
its organization under the laws of this State, and the year thereof, and
otherwise shall be in such form as shall be approved from time to time by the
Board of Directors.
ARTICLE X - AMENDMENTS
Section - By Stockholders:
All by-laws of the Corporation shall be subject to alteration or
repeal, and new by-laws may be made, by the affirmative vote of stockholders
holding of record in the aggregate at lease a majority of the outstanding shares
of stock of the Corporation entitled to vote, given at any annual or special
meeting, the notice or waiver of notice of which shall have summarized or set
forth in full the proposed amendment.
Section 2. - By Directors:
The Board of Directors shall have power to make, adopt, alter, amend
and repeal from time to time by-laws of the Corporation; provided, however, that
the stockholders entitled to vote with respect thereto as in this Article X
above-provided may alter, amend or repeal by-laws made by the Board of Directors
and may from time to time limit or define the right of the Board of Directors to
alter, amend or repeal any by-law or by-laws made or adopted by the
stockholders.
ARTICLE XI - INDEMNITY
Any person made a party to any action, suit or proceeding, by reason
of the fact that he, his testator or intestate representative is or was a
director, officer or employee of the Corporation, or of any corporation in which
he served as such at the request of the Corporation, shall be indemnified by the
Corporation against the reasonable expenses, including attorney's fees, actually
and necessarily incurred by him in connection with the defense of such action,
suit or proceedings, or in connection with any appeal therein, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding, or
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in connection with any appeal therein that such officer, director or employee is
liable for negligence or misconduct in the performance of his duties.
The foregoing right of indemnification shall not be deemed exclusive
of any other rights to which any officer or director or employee may be entitled
apart from the provisions of this section.
The amount of indemnity to which any officer or any director may be
entitled shall be fixed by the Board of Directors, except that in any case where
there is no disinterested majority of the Board available, the amount shall be
fixed by arbitration pursuant to the then existing rules of the American
Arbitration Association.
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SUPPLEMENTAL RESOLUTIONS ADOPTED
BY
THE BOARD OF DIRECTORS
OF
LOGIMETRICS, INC.
Dated: July 28, 1997
RESOLVED, that ARTICLE I, Section 2 of the By-laws of LogiMetrics,
Inc. (the "Corporation") is hereby amended to read as follows:
Special meetings of the stockholders may be called at any time by the
Chairman of the Board or the President, and shall be called by the Chairman of
the Board, the President or the Secretary at the written request of a majority
of the Board of Directors.
RESOLVED, that ARTICLE II, Section 6(d) of the Corporation's By-laws
is hereby amended to read in its entirety as follows:
Any action required to be taken at any annual or special
meeting of stockholders of the Corporation, or any action which
may be taken at any annual or special meeting if such
stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders
of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at
a meeting at which all shares entitled to vote thereon were
present and voted and shall be delivered to the Corporation by
delivery to the registered office of the Corporation in the State
of Delaware, its principal place of business, or an officer or
agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Any
delivery of a consent to the Corporation's registered office in
the State of Delaware shall be by hand or by certified or
registered mail, return receipt requested.
RESOLVED, that the first sentence of ARTICLE III, Section 13 of the
Corporations' By-laws is hereby amended to read in its entirety as follows:
The Executive Committee shall consist of not more than five
members of the Board of Directors, to be selected by the Board of
Directors and to hold office during the pleasure of the Board of
Directors.
RESOLVED, that the first sentence of ARTICLE IV, Section 1(a) of the
Corporation's By-laws is hereby amended to read in its entirety as follows:
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The officers of the Corporation shall consist of a Chairman of the
Board, a President, one or more Vice Presidents, a Secretary, a Treasurer, and
such number of Assistant Secretaries and Assistant Treasurers as the Board of
Directors may from time to time deem advisable.
RESOLVED, that ARTICLE IV, Section 5 of the Corporation's By-laws is
hereby amended by deleting Sections 5 and 6, replacing them with the provisions
set forth below, and renumbering Sections 7 though 13 thereof accordingly:
Section 5. - Chairman of the Board:
The Chairman of the Board, if any, shall preside at all meetings of
the Board of Directors and of the stockholders at which he or she shall be
present and shall have and may exercise such powers as may, from time to time,
be assigned to him or her by the Board or as may be provided by law. Unless
otherwise determined by the Board of Directors, the Chairman of the Board shall
be the chief executive officer and shall have general charge and supervision of
the business of the Corporation and, in general, shall perform all duties
incident to the office of president of a corporation and such other duties as
may, from time to time, be assigned to him or her by the Board of Directors or
as may be provided by law.
Section 6. - President:
In the absence of the Chairman of the Board, the President shall
preside at all meetings of the Board of Directors and of the stockholders at
which he or she shall be present. Unless otherwise determined by the Board of
Directors, the President shall be the chief operating officer and shall have
general charge and supervision of the business of the Corporation, subject to
the supervision of the Chairman of the Board, and, in general, shall perform all
duties as may, from time to time, be assigned to him or her by the Board of
Directors or the Chairman of the Board or as may be provided by law.
Section 7. -- Vice Presidents:
The Vice President or Vice Presidents, at the request or in the
absence of the Chairman of the Board or the President or during the Chairman of
the Board's or President's inability to act, shall perform the duties of the
chairman of the Board or the President, and when so acting shall have the powers
attributable thereto. If there be more than one Vice President, the Board of
Directors may determine which one or more of the Vice Presidents shall perform
any of such duties; or if such determination is not made by the Board, the
Chairman of the board or the President may make such determination; otherwise
any of the Vice Presidents may perform any of such duties. The Vice President or
Vice Presidents shall have such other powers and shall perform such other duties
as may, from
<PAGE>
time to time, be assigned to him or her or them by the Board of Directors or the
Chairman of the Board or as may be provided by law.
<PAGE>
EXCERPT FROM RESOLUTIONS
ADOPTED BY
THE BOARD OF DIRECTORS
OF
LOGIMETRICS, INC.
ON
JUNE 27, 2000
RESOLVED, that effective at the Effective Time, Article I, Section 2 of
the Company's By-laws shall be amended to read as follows:
"Special meetings of the stockholders may be called at any time by the
Chairman of the Board or the President, and shall be called by the
Chairman of the Board, the President or the Secretary at the written
request of (i) a majority of the Board of Directors or (ii) the holders
of a majority of the shares of stock entitled to vote at such meeting."
