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EXHIBIT 3
BYLAWS OF LOCKHEED MARTIN CORPORATION
Adopted August 26, 1994
(Amended February 6, 1995)
(Amended April 27, 1995)
(Amended September 28, 1995)
(Amended January 1, 1996)
(Amended April 25, 1996)
(Amended January 23, 1997)
(Amended September 25, 1997)
(Amended October 23, 1997)
(Amended January 22, 1998)
(Amended June 26, 1998)
(Amended July 23, 1998)
(Amended April 22, 1999)
(Amended October 28, 1999)
(Amended February 24, 2000)
(Amended June 14, 2000)
Sections in this document:
1.0 Contents
2.0 Bylaws
3.0 Certificate as to Bylaws
4.0 Amendments
1.0 CONTENTS
ARTICLE I: STOCKHOLDERS
Section 1.01. Annual Meetings
Section 1.02. Special Meetings
Section 1.03. Place of Meetings
Section 1.04. Notice of Meetings
Section 1.05. Conduct of Meetings
Section 1.06. Quorum
Section 1.07. Votes Required
Section 1.08. Proxies
Section 1.09. List of Stockholders
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Section 1.10. Inspectors of Election
Section 1.11. Director Nominations and Stockholder Business
ARTICLE II: BOARD OF DIRECTORS
Section 2.01. Powers
Section 2.02. Number of Directors
Section 2.03. Election of Directors
Section 2.04. Chairman of the Board
Section 2.05. Removal
Section 2.06. Vacancies
Section 2.07. Regular Meetings
Section 2.08. Special Meetings
Section 2.09. Notice of Meetings
Section 2.10. Presence at Meeting
Section 2.11. Presiding Officer and Secretary at Meetings
Section 2.12. Quorum
Section 2.13. Compensation
Section 2.14. Voting of Shares by Certain Holders
ARTICLE III: COMMITTEES
Section 3.01. Executive Committee
Section 3.02. Finance Committee
Section 3.03. Audit & Ethics Committee
Section 3.04(a) Management Development and Compensation Committee
Section 3.04(b) Stock Option Subcommittee
Section 3.05. Nominating and Corporate Governance Committee
Section 3.06. Other Committees
Section 3.07. Meetings of Committees
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ARTICLE IV: OFFICERS
Section 4.01. Executive Officers -- Election and Term of Office
Section 4.02 Chairman of the Board
Section 4.03. President
Section 4.04. Vice Presidents
Section 4.05. Secretary
Section 4.06. Treasurer
Section 4.07. Subordinate Officers
Section 4.08. Other Officers and Agents
Section 4.09. When Duties of an Officer May Be Delegated
Section 4.10. Officers Holding Two or More Offices
Section 4.11. Compensation
Section 4.12. Resignations
Section 4.13. Removal
ARTICLE V: STOCK
Section 5.01. Certificates
Section 5.02. Transfer of Shares
Section 5.03. Transfer Agents and Registrars
Section 5.04. Stock Ledgers
Section 5.05. Record Dates
Section 5.06. New Certificates
ARTICLE VI: INDEMNIFICATION
Section 6.01. Indemnification of Directors, Officers, and Employees
Section 6.02. Standard
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Section 6.03. Advance Payment of Expenses
Section 6.04. General
ARTICLE VII: SUNDRY PROVISIONS
Section 7.01. Seal
Section 7.02. Voting of Stock in other Corporations
Section 7.03. Amendments
2.0 BYLAWS OF LOCKHEED MARTIN CORPORATION
(Incorporated under the laws of Maryland, August 26, 1994, and herein referred
to as the "Corporation")
ARTICLE I: STOCKHOLDERS
Section 1.01. ANNUAL MEETINGS. The Corporation shall hold an annual meeting of
stockholders for the election of directors and the transaction of any business
within the powers of the Corporation at such date during the month of April in
each year as shall be determined by the Board of Directors. Subject to Article
I, Section 1.11 of these Bylaws, any business of the Corporation may be
transacted at such annual meeting. Failure to hold an annual meeting at the
designated time shall not, however, invalidate the corporate existence or affect
otherwise valid corporate acts.
Section 1.02. SPECIAL MEETINGS. At any time in the interval between annual
meetings, special meetings of the stockholders may be called by the Chairman of
the Board, Chief Executive Officer, or by the Board of Directors or by the
Executive Committee by vote at a meeting or in writing with or without a
meeting. Special meetings of stockholders shall also be called by the Secretary
of the Corporation on the written request of stockholders entitled to cast at
least a majority of all the votes entitled to be cast at the meeting.
Section 1.03. PLACE OF MEETINGS. All meetings of stockholders shall be held at
such place within the United States as may be designated in the notice of
meeting.
Section 1.04. NOTICE OF MEETINGS. Not less than thirty (30) days nor more than
ninety (90) days before the date of every stockholders' meeting, the Secretary
shall give to each stockholder entitled to vote at such meeting and each other
stockholder entitled to notice of the meeting, written or printed notice stating
the time and place of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, either by mail or by
presenting it to him or her personally or by leaving it at his or her residence
or usual place of business. If mailed, such notice shall be deemed to be given
when deposited in the United States mail addressed to the stockholder at his or
her post office address as it appears on the records of the Corporation, with
postage thereon prepaid. Notwithstanding the foregoing provision for notice, a
waiver of notice in writing, signed by the person or persons entitled to such
notice and filed with the records of the meeting, whether before or after the
holding thereof, or actual attendance at the meeting in person or by proxy,
shall be deemed equivalent to the giving of such notice to such persons. Any
meeting of stockholders, annual or special, may adjourn from time to time
without
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further notice to a date not more than one hundred twenty (120) days after the
original record date at the same or some other place.
Section 1.05. CONDUCT OF MEETINGS. Each meeting of stockholders shall be
conducted in accordance with such rules and procedures as the Board of Directors
may determine subject to the requirements of applicable law and the Charter. The
Chairman of the Board, or in his or her absence the Chief Executive Officer, or
in their absence the person designated in writing by the Chairman of the Board,
or if no person is so designated, then a person designated by the Board of
Directors, shall preside as chairman of the meeting; if no person is so
designated, then the meeting shall choose a chairman by a majority of all votes
cast at a meeting at which a quorum is present. The Secretary or in the absence
of the Secretary a person designated by the chairman of the meeting shall act as
secretary of the meeting.
Section 1.06. QUORUM. At any meeting of stockholders, the presence in person or
by proxy of stockholders entitled to cast a majority of the votes thereat shall
constitute a quorum; but this section shall not affect any requirement under
statute or under the Charter of the Corporation for the vote necessary for the
adoption of any measure. In the absence of a quorum, the stockholders present in
person or by proxy, by majority vote and without further notice, may adjourn the
meeting from time to time to a date not more than 120 days after the original
record date until a quorum shall attend. At any such adjourned meeting at which
a quorum shall be present, any business may be transacted which might have been
transacted at the meeting as originally notified.
Section 1.07. VOTES REQUIRED. Unless applicable law or the Charter of the
Corporation provides otherwise, at a meeting of stockholders, the vote of a
majority of the votes entitled to be cast at a meeting, duly called and at which
a quorum is present, shall be required to take or authorize action upon any
matter which may properly come before the meeting. Unless the Charter provides
for a greater or lesser number of votes per share or limits or denies voting
rights, each outstanding share of stock, regardless of class, shall be entitled
to one vote on each matter submitted to a vote at a meeting of stockholders; but
no share shall be entitled to any vote if any installment payable thereon is
overdue and unpaid.
Section 1.08. PROXIES. A stockholder may vote shares of the Corporation's
capital stock that are entitled to be voted and are owned of record by such
stockholder either in person or by proxy in any manner permitted by Section 2-
507 of the Maryland General Corporation Law, as in effect from time to time. No
proxy shall be valid more than eleven (11) months after its date, unless
otherwise provided in the proxy.
Section 1.09. LIST OF STOCKHOLDERS. At each meeting of stockholders, a true and
complete list of all stockholders entitled to vote at such meeting, stating the
number and class of shares held by each, shall be furnished by the Secretary.
Section 1.10. INSPECTORS OF ELECTION. In advance of any meeting of stockholders,
the Board of Directors may appoint Inspectors of Election to act at such meeting
or at any adjournment or adjournments thereof. If such Inspectors are not so
appointed or fail or refuse to act, the chairman of any such meeting, upon the
demand of stockholders present in person or by proxy entitled to cast 25% of all
the votes entitled to be cast at the meeting, shall make such appointments.
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If there are three (3) or more Inspectors of Election, the decision, act or
certificate of a majority shall be effective in all respects as the decision,
act or certificate of all. The Inspectors of Election shall determine the number
of shares outstanding, the voting power of each, the shares represented at the
meeting, the existence of a quorum, the authenticity, validity and effect of
proxies; shall receive votes, ballots, assents or consents, hear and determine
all challenges and questions in any way arising in connection with the vote,
count and tabulate all votes, assents and consents, and determine the result;
and do such acts as may be proper to conduct the election and the vote with
fairness to all stockholders. On request, the Inspectors shall make a report in
writing of any challenge, question or matter determined by them, and shall make
and execute a certificate of any fact found by them.
No such Inspector need be a stockholder of the Corporation.
Section 1.11. DIRECTOR NOMINATIONS AND STOCKHOLDER BUSINESS.
(a) Nominations and Stockholder Business at Annual Meetings of Stockholders.
Nominations of persons for election to the Board of Directors of the Corporation
and the proposal of business to be considered by the stockholders may be made at
an annual meeting of stockholders (i) pursuant to the Corporation's notice of
meeting, (ii) by or at the direction of the Board of Directors or (iii) by any
stockholder of the Corporation who was a stockholder of record at the time of
giving of notice provided for in this Section 1.11(a), who is entitled to vote
at the meeting and who complied with the notice procedures set forth in this
Section 1.11(a).
For nominations or other business to be properly brought before an annual
meeting by a stockholder pursuant to clause (iii) of paragraph (a) of this
Section 1.11, the stockholder must have given timely notice thereof in writing
to the Secretary of the Corporation. To be timely, a stockholder's notice shall
be delivered to the Secretary at the principal executive offices of the
Corporation not less than ninety (90) days nor more than one-hundred twenty
(120) days prior to the first anniversary of the date of mailing of the notice
for the preceding year's annual meeting; provided, however, that in the event
that the date of mailing of the notice for the annual meeting is advanced or
delayed by more than thirty (30) days from the anniversary date of mailing of
the notice for the preceding year's annual meeting, notice by the stockholder to
be timely must be so delivered not earlier than the one-hundred twentieth
(120th) day prior to the date of mailing of the notice for such annual meeting
and not later than the close of business on the later of the ninetieth (90th)
day prior to the date of mailing of the notice for such annual meeting or the
tenth (10th) day following the day on which public announcement of the date of
mailing of the notice for such meeting is first made. Such stockholder's notice
shall set forth (i) as to each person whom the stockholder proposes to nominate
for election or reelection as a director, (A) the name, age, business address
and residence address of such person, (B) the class and number of shares of
capital stock of the Corporation that are beneficially owned by such person, and
(C) all other information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors in an election
contest, or is otherwise required, in each case pursuant to Regulation 14A (or
any successor provision) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") (including such person's written consent to being named in
the proxy statement as a nominee and to serving as a director if elected); (ii)
as to any other business that the stockholder proposes to bring before the
meeting, a description of the business desired to be brought before the meeting,
the reasons for conducting such business at the meeting and any material
interest in such business of such stockholder (including any anticipated benefit
to the stockholder therefrom) and of each beneficial owner, if any, on whose
behalf the proposal is made; and (iii) as to the stockholder giving the notice
and each beneficial owner, if any, on whose behalf the nomination or proposal is
made, (x) the name and address of such stockholder, as they appear on the
Corporation's books, and of such beneficial owner and (y) the class and
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number of shares of stock of the Corporation which are owned beneficially and of
record by such stockholder and such beneficial owner.
Notwithstanding anything in this paragraph (a) of this Section 1.11 to the
contrary, in the event that Section 2.02 of these Bylaws is amended, altered or
repealed so as to increase or decrease the maximum or minimum number of
directors and there is no public announcement of such action at least one-
hundred (100) days prior to the first anniversary of the preceding year's annual
meeting, a stockholder's notice required by this Section 1.11(a) shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the tenth (10th) day following the day on which such public
announcement is first made by the Corporation.
(b) Director Nominations and Stockholder Business at Special Meetings of
Stockholders. Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting. Nominations of persons for election to the
Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected (i) pursuant to the Corporation's notice of meeting,
(ii) by or at the direction of the Board of Directors or (iii) provided that the
Board of Directors has determined that directors shall be elected at such
special meeting, by any stockholder of the Corporation who is a stockholder of
record at the time of giving of notice provided for in this Section 1.11, who is
entitled to vote at the meeting and who complied with the notice procedures set
forth in this Section 1.11. In the event the Corporation calls a special meeting
of stockholders for the purpose of electing one or more directors to the Board,
any such stockholder may nominate a person or persons (as the case may be) for
election to such position(s) as specified in the Corporation's notice of
meeting, if the stockholder's notice required by paragraph (a) of this Section
1.11 shall be delivered to the Secretary at the principal executive offices of
the Corporation not earlier than the one-hundred twentieth (120th) day prior to
such special meeting and not later than the close of business on the later of
the ninetieth (90th) day prior to such special meeting or the tenth (10th) day
following the day on which public announcement is first made of the date of the
special meeting and of the nominees proposed by the Board of Directors to be
elected at such meeting.
(c) General. Only such persons who are nominated in accordance with the
procedures set forth in this Section 1.11 and Article II, Section 2.04 shall be
eligible to serve as directors and only such business shall be conducted at a
meeting of stockholders as shall have been brought before the meeting in
accordance with the procedures set forth in this Section 1.11. The chairman of
the meeting shall have the power and duty to determine whether a nomination or
any business proposed to be brought before the meeting was made or proposed, as
the case may be, in accordance with the procedures set forth in this Section
1.11 and, if any proposed nomination or business is not in compliance with this
Section 1.11, to declare that such defective nomination or proposal be
disregarded.
For purposes of this Section 1.11, (a) the "date of mailing of the notice" shall
mean the date of the proxy statement for the solicitation of proxies for
election of directors and (b) "public announcement" shall mean disclosure (i) in
a press release reported by the Dow Jones New Service, Associated Press or
comparable news service or (ii) in a document publicly filed by the Corporation
with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d)
of the Exchange Act.
Notwithstanding the foregoing provisions of this Section 1.11, a stockholder
shall also comply with all applicable requirements of state law and of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section 1.11. Nothing in this Section 1.11 shall be
deemed to affect any rights of stockholders to request inclusion of proposals,
nor the right of the Corporation to omit a proposal from, in the Corporation's
proxy statement pursuant to Rule 14a-8 (or any successor provision) under the
Exchange Act.
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ARTICLE II: BOARD OF DIRECTORS
Section 2.01. POWERS. The business and affairs of the Corporation shall be
managed under the direction of its Board of Directors. The Board of Directors
may exercise all the powers of the Corporation, except such as are by statute or
the Charter or the Bylaws conferred upon or reserved to the stockholders.
Section 2.02. NUMBER OF DIRECTORS. The number of directors of the Corporation
shall be not less than twelve (12) nor more than twenty-five (25). By vote of a
majority of the Board of Directors, the number of directors may be increased or
decreased, from time to time, within the limits above specified; provided,
however, that except as set forth in the Charter of the Corporation, the tenure
of office of a director shall not be affected by any decrease in the number of
directors so made by the Board.
Section 2.03. ELECTION OF DIRECTORS. Except as set forth in the Charter of the
Corporation, the members of the Board of Directors shall be elected each year at
the annual meeting of stockholders, and each director shall hold office until
the next annual meeting of stockholders held after his or her election and until
his or her successor will have been elected and qualified. No person, other than
a person granted an exemption from this provision by the Board of Directors,
shall be eligible to be elected as a director for a term which expires after the
first annual meeting of stockholders after he or she reaches the age of 70
years.
Section 2.04. CHAIRMAN OF THE BOARD. The Board of Directors shall designate from
its membership a Chairman of the Board, who shall preside at all meetings of the
stockholders and of the Board of Directors. He may sign with the Secretary or an
Assistant Secretary certificates of stock of the Corporation, and he shall
perform such other duties as may be prescribed by the Board of Directors.
Section 2.05. REMOVAL. Any director or the Board of Directors may be removed
from office as a director at any time, but only for cause, by the affirmative
vote at a duly called meeting of stockholders of at least 80% of the votes which
all holders of the then outstanding shares of capital stock of the Corporation
would be entitled to cast at an annual election of directors, voting together as
a single class.
Section 2.06. VACANCIES. Vacancies in the Board of Directors, except for
vacancies resulting from an increase in the number of directors, shall be filled
only by a majority vote of the remaining directors then in office, though less
than a quorum, except that vacancies resulting from removal from office by a
vote of the stockholders may be filled by the stockholders at the same meeting
at which such removal occurs. Vacancies resulting from an increase in the number
of directors shall be filled only by a majority vote of the Board of Directors.
Any director elected to fill a vacancy shall hold office until the next annual
meeting of stockholders and until his or her successor will have been elected
and qualified.
Section 2.07. REGULAR MEETINGS. After each meeting of stockholders at which a
Board of Directors, or any class thereof, shall have been elected, the Board of
Directors shall meet as soon as practicable for the purpose of organization and
the transaction of other business, at such time and place within or without the
State of Maryland as may be designated by the Board of Directors. Other regular
meetings of the Board of Directors shall be held on such dates and at such
places within or without the State of Maryland as may be designated from time to
time by the Board of Directors.
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Section 2.08. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called at any time, at any place, and for any purpose by the Chairman of the
Board, the Chief Executive Officer, the Chairman of the Executive Committee, any
three (3) directors, or by any officer of the Corporation upon the request of a
majority of the Board.
Section 2.09. NOTICE OF MEETINGS. Notice of the place, day, and hour of every
regular and special meeting of the Board of Directors shall be given to each
director twenty-four (24) hours (or more) before the meeting, by telephoning the
notice to such director, or by delivering the notice to him or her personally,
or by sending the notice to him or her by telegraph, or by facsimile, or by
leaving the notice at his or her residence or usual place of business, or, in
the alternative, by mailing such notice three (3) days (or more) before the
meeting, postage prepaid, and addressed to him or her at his or her last known
post office address, according to the records of the Corporation. If mailed,
such notice shall be deemed to be given when deposited in the United States
mail, properly addressed, with postage thereon prepaid. If notice be given by
telegram or by facsimile, such notice shall be deemed to be given when the
telegram is delivered to the telegraph company or when the facsimile is
transmitted. If the notice be given by telephone or by personal delivery, such
notice shall be deemed to be given at the time of the communication or delivery.
Unless required by these Bylaws or by resolution of the Board of Directors, no
notice of any meeting of the Board of Directors need state the business to be
transacted thereat. No notice of any meeting of the Board of Directors need be
given to any director who attends or to any director who, in a writing executed
and filed with the records of the meeting either before or after the holding
thereof, waives such notice. Any meeting of the Board of Directors, regular or
special, may adjourn from time to time to reconvene at the same or some other
place, and no further notice need be given of any such adjourned meeting.
Section 2.10. PRESENCE AT MEETING. Members of the Board, or of any committee
thereof, may participate in a meeting by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other at the same time. Participation in this manner
shall constitute presence in person at the meeting.
Section 2.11. PRESIDING OFFICER AND SECRETARY AT MEETINGS. Each meeting of the
Board of Directors shall be presided over by the Chairman of the Board of
Directors or in his or her absence by the Chief Executive Officer or if neither
is present by such member of the Board of Directors as shall be chosen by the
meeting. The Secretary, or in his or her absence an Assistant Secretary, shall
act as secretary of the meeting, or if no such officer is present, a secretary
of the meeting shall be designated by the person presiding over the meeting.
Section 2.12. QUORUM. At all meetings of the Board of Directors, a majority of
the Board of Directors shall constitute a quorum for the transaction of
business. Except in cases in which it is by statute, by the Charter, or by the
Bylaws otherwise provided, the vote of a majority of such quorum at a duly
constituted meeting shall be sufficient to pass any measure. In the absence of a
quorum, the directors present by majority vote and without notice other than by
announcement may adjourn the meeting from time to time until a quorum shall be
present. At any such adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted at the meeting as
originally notified.
Section 2.13. COMPENSATION. Directors shall not receive any stated salary for
their services as Directors but, by resolution of the Board of Directors, annual
retainers, fees and expenses of attendance, if any, may be provided to Directors
for attendance at each annual, regular or special
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meeting of the Board of Directors or of any committee thereof; but nothing
contained herein shall be construed to preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor.
Section 2.14. VOTING OF SHARES BY CERTAIN HOLDERS. Notwithstanding any other
provision of the Charter of the Corporation or these Bylaws, Title 3, Subtitle 7
of the Corporations and Associations Article of the Annotated Code of Maryland
(or any successor statute) shall not apply to any acquisition by any person of
shares of stock of the Corporation. This section may be repealed, in whole or in
part, at any time, whether before or after an acquisition of control shares and,
upon such repeal, may, to the extent provided by any successor bylaw, apply to
any prior or subsequent control share acquisition.
ARTICLE III: COMMITTEES
Section 3.01. EXECUTIVE COMMITTEE. The Board of Directors, by resolution adopted
by a majority of the Board of Directors, may provide for an Executive Committee
of two (2) or more directors. If provision be made for an Executive Committee,
the members thereof shall be elected by the Board of Directors to serve at the
pleasure of the Board of Directors. During the intervals between the meetings of
the Board of Directors, the Executive Committee shall possess and may exercise
such powers in the management of the business and affairs of the Corporation as
may be authorized by the Board of Directors, subject to applicable law. All
action by the Executive Committee shall be reported to the Board of Directors at
its meeting next succeeding such action, and shall be subject to revision and
alteration by the Board of Directors. Vacancies in the Executive Committee shall
be filled by the Board of Directors.
Section 3.02. FINANCE COMMITTEE. The Board of Directors by resolution adopted by
a majority of the Board of Directors may provide for a Finance Committee of
three (3) or more directors. If provision is made for a Finance Committee, the
members of the Finance Committee shall be elected by the Board of Directors to
serve at the pleasure of the Board of Directors. The Board of Directors shall
designate from among the membership of the Finance Committee a chairman. During
the intervals between the meetings of the Board of Directors, the Finance
Committee shall, except when such powers are by statute or the Charter or the
Bylaws either reserved to the full Board of Directors or delegated to another
committee of the Board of Directors, possess and may exercise all of the powers
of the Board of Directors in the management of the financial affairs of the
Corporation, including but not limited to establishing bank lines of credit or
other short-term borrowing arrangements and investing excess working capital
funds on a short-term basis. The Finance Committee will review the financial
condition of the Corporation, the financial impact of all benefit plans and all
proposed changes to the capital structure of the Corporation, including the
incurrence of long-term indebtedness and the issuance of additional equity
securities, and will make suitable recommendations to the Board of Directors. It
will likewise review on an annual basis the proposed capital expenditure and
contributions budgets of the Corporation and make recommendations to the Board
of Directors for their adoption. It will monitor the financial impact of all
trusteed benefit plans sponsored by the Corporation and of any amendments or
modifications thereto and will monitor the performance of the assets and
administration of the Corporation's trusteed benefit plans. All action by the
Finance Committee shall be reported to the Board of Directors at its meeting
next succeeding such action and shall be subject to revision and alteration by
the Board of Directors. Vacancies in the Finance Committee shall be filled by
the Board of Directors.
Section 3.03. AUDIT AND ETHICS COMMITTEE. The Board of Directors by resolution
adopted by a majority of the Board of Directors shall provide for an Audit and
Ethics Committee
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of three or more directors who are not officers or employees of the Corporation,
who are free from any relationship that, in the opinion of the Board of
Directors, would interfere with the exercise of the independent judgment of each
member as a Committee member, and who otherwise meet financial experience
requirements as interpreted by the Board of Directors. The members of the Audit
and Ethics Committee shall be elected by the Board of Directors to serve at the
pleasure of the Board of Directors. The Board of Directors shall designate from
among the membership of the Audit and Ethics Committee a chairman. The Audit and
Ethics Committee shall, except when such powers are by statute or this charter
or the Bylaws either reserved to the full Board of Directors or delegated to
another committee of the Board of Directors, possess and may exercise the powers
of the Board of Directors relating to all accounting and auditing matters of
this Corporation. The Audit and Ethics Committee shall:
. recommend to the Board of Directors the selection, retention or termination
of the independent auditors, who will be ultimately accountable to the Board
of Directors and the Audit and Ethics Committee of the Corporation;
. ensure that the independent auditors submit on a periodic basis to the Audit
and Ethics Committee a formal written statement delineating all relationships
between the independent auditor and the Corporation, be responsible for
actively engaging in a dialogue with the independent auditors with respect to
any disclosed relationships or services that may impact the objectivity and
independence of the independent auditors, and be responsible for recommending
that the Board of Directors take appropriate action in response to the
independent auditors' report to satisfy itself of the independent auditors'
independence;
. prior to the end of the Corporation's fiscal year shall review the scope and
timing of the work to be performed and the compensation to be paid to the
independent auditors selected by the Board;
. review with the Corporation's management and the independent auditors the
financial accounting and reporting principles appropriate for the
Corporation, the policies and procedures concerning audits, accounting and
financial controls, and any recommendations to improve existing practices,
and the qualifications and work of the Corporation's internal audit staff;
. require that the independent auditors advise the Audit and Ethics Committee
through its Chair and the Corporation's management of any matters identified
during reviews of interim quarterly financial statements which are required
to be communicated to the Audit and Ethics Committee by the independent
auditors under auditing standards generally accepted in the United States,
and that the independent auditors provide such communication prior to the
related quarterly press release or, if not practicable, prior to filing the
related Form 10-Q;
. review with management and the independent auditors the financial statements
to be included in the Corporation's Annual Report on Form 10-K, including the
independent auditors' judgment about the quality, not just acceptability, of
accounting principles, the reasonableness of significant judgments, and the
clarity of the disclosures in the financial statements; and
. review with the independent auditors the results of their annual audit, their
report and any other matters required to be communicated to the Audit and
Ethics Committee by the independent auditors under auditing standards
generally accepted in the United States.
The Audit and Ethics Committee shall also:
. review the scope of the internal audit staff's work plan for the year and, as
appropriate, review significant findings and management's actions to address
these findings;
. monitor compliance with the Code of Ethics and Standards of Conduct, and
review and resolve all matters of concern presented to it by the Corporate
Ethics Committee or the Corporate Ethics Office;
. review and monitor on a periodic basis the adequacy of the Corporation's
policies and procedures with respect to environmental, health and safety laws
and regulations, including the Corporation's record of compliance with such
laws and regulations; and
. review with the General Counsel the status of pending claims, litigation and
other legal matters on a periodic basis.
The Audit and Ethics Committee shall have the power to investigate any matter
falling within its jurisdiction, and it shall also perform such other functions
and exercise such other powers as may be delegated to it from time to time by
the Board of Directors. The Audit and Ethics Committee shall hold four meetings
each year, and shall separately meet in executive session with the Corporation's
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independent auditors and internal audit department representative. The Audit and
Ethics Committee shall review and reassess the Audit and Ethics Committee
charter at least annually and make recommendations to the Board of Directors, as
appropriate. All action by the Audit and Ethics Committee shall be reported to
the Board of Directors at its next meeting succeeding such action and shall be
subject to revision and alteration by the Board of Directors. Vacancies in the
Audit and Ethics Committee shall be filled by the Board of Directors. While the
Audit and Ethics Committee has the responsibilities and powers set forth in this
charter, it is not the duty of the Audit and Ethics Committee to plan or conduct
audits or to determine that the Corporation's financial statements are complete
and accurate and are in accordance with accounting principles generally accepted
in the United States. This is the responsibility of management and the
independent auditors. Nor is it the duty of the Audit and Ethics Committee to
conduct investigations, to resolve disagreements, if any, between management and
the independent auditors, or to assure compliance with laws and regulations and
the Corporation's Code of Ethics and Business Conduct.
Section 3.04(a). MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE. The Board of
Directors by resolution adopted by a majority of the Board of Directors may
provide for a Management Development and Compensation Committee of three (3) or
more directors who are not officers or employees of the Corporation. If
provision is made for a Management Development and Compensation Committee, the
members of the Management and Development Compensation Committee shall be
elected by the Board of Directors to serve at the pleasure of the Board of
Directors. The Board of Directors shall designate from among the membership of
the Management Development and Compensation Committee a chairman. The Management
Development and Compensation Committee shall consider proposed candidates for
senior officer positions and their development plans and recommend to the Board
of Directors the compensation to be paid for services of senior elected officers
of the Corporation as established by resolution of the Board of Directors from
time to time. The Management Development and Compensation Committee shall
appraise the performance of management and have the power to fix the
compensation of all other elected officers and to approve the benefits provided
by any bonus, supplemental, and special compensation plans, including pension,
insurance, and health plans, but excluding performance-based executive
compensation plans, and such powers as are by statute or the Charter or the
Bylaws reserved to the full Board of Directors. The Management Development and
Compensation Committee shall also perform such other functions and exercise such
other powers as may be delegated to it from time to time by the Board of
Directors. All action by the Management Development and Compensation Committee
shall be reported to the Board of Directors at its meeting next succeeding such
action and shall be subject to revision and alteration by the Board of
Directors. Vacancies in the Management Development and Compensation Committee
shall be filled by the Board of Directors.
Section 3.04(b). STOCK OPTION SUBCOMMITTEE. The Board of Directors by resolution
adopted by a majority of the Board of Directors may provide for a Stock Option
Subcommittee of three (3) or more directors of the Compensation Committee who
meet the qualifications of an independent director under Section 162(m) of the
Internal Revenue Code. If provision is made for a Stock Option Subcommittee, the
members of the Stock Option Subcommittee shall be elected by the Board of
Directors to serve at the pleasure of the Board of Directors. The Board of
Directors shall designate from among the membership of the Stock Option
Subcommittee a chairman. The Stock Option Subcommittee shall serve as the Stock
Option Subcommittee of the Board and shall administer any performance-based
executive compensation plan and approve awards granted thereunder. The Stock
Option Subcommittee shall also perform such other functions and exercise such
other powers as may be delegated to it from time to time by the Board of
Directors. All action by the Stock Option Subcommittee shall be reported to the
Board
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of Directors at its meeting next succeeding such action and shall be subject to
revision and alteration by the Board of Directors. Vacancies in the Stock Option
Subcommittee shall be filled by the Board of Directors.
Section 3.05. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE. The Board of
Directors by resolution adopted by a majority of the Board of Directors may
provide for a Nominating and Corporate Governance Committee of three (3) or more
Directors who are not officers or employees of the Corporation. If provision is
made for a Nominating and Corporate Governance Committee, the members of the
Nominating and Corporate Governance Committee shall be elected by the Board of
Directors to serve at the pleasure of the Board of Directors. The Board of
Directors shall designate from among the membership of the Nominating and
Corporate Governance Committee a committee chairman. The Nominating and
Corporate Governance Committee shall make recommendations to the Board of
Directors concerning the fees and compensation for directors, the composition of
the Board including its size and the qualifications for membership, and
chairpersons and members for appointment to the Board Committees. The Nominating
and Corporate Governance Committee will recommend to the Board the role of the
Board in the corporate governance process. The Nominating and Corporate
Governance Committee shall recommend to the Board of Directors nominees for
election to fill any vacancy occurring in the Board and to fill new positions
created by an increase in the authorized number of directors of the Corporation.
Annually the Nominating and Corporate Governance Committee shall recommend to
the Board of Directors a slate of directors to serve as management's nominees
for election by the stockholders at the annual meeting. Vacancies in the
Nominating and Corporate Governance Committee shall be filled by the Board of
Directors.
Section 3.06. OTHER COMMITTEES. The Board of Directors may by resolution provide
for such other standing or special committees, composed of two (2) or more
directors, and discontinue the same at its pleasure. Each such committee shall
have such powers and perform such duties, not inconsistent with law, as may be
assigned to it by the Board of Directors.
Section 3.07. MEETINGS OF COMMITTEES. Each committee of the Board of Directors
shall fix its own rules of procedure, consistent with the provisions of any
rules or resolutions of the Board of Directors governing such committee, and
shall meet as provided by such rules or by resolution of the Board of Directors,
and it shall also meet at the call of its chairman or any two (2) members of
such committee. Unless otherwise provided by such rules or by such resolution,
the provisions of the article of these Bylaws entitled the "Board of Directors"
relating to the place of holding and notice required of meetings of the Board of
Directors shall govern committees of the Board of Directors. A majority of each
committee shall constitute a quorum thereof; provided, however, that in the
absence of any member of such committee, the members thereof present at any
meeting, whether or not they constitute a quorum, may appoint a member of the
Board of Directors to act in the place of such absent member. Except in cases in
which it is otherwise provided by the rules of such committee or by resolution
of the Board of Directors, the vote of a majority of such quorum at a duly
constituted meeting shall be sufficient to pass any measure.
ARTICLE IV: OFFICERS
Section 4.01. EXECUTIVE OFFICERS - ELECTION AND TERM OF OFFICE. The Executive
Officers of the Corporation shall be a Chairman of the Board, who shall also be
the Chief Executive Officer, a President, such number of Vice Presidents as the
Board of Directors may determine, a Secretary and a Treasurer. The Chairman and
Chief Executive Officer and the President shall be chosen from among the
Directors. The Executive Officers shall be elected annually by the Board of
Directors at its first meeting following each annual meeting of
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stockholders and each such officer shall hold office until the corresponding
meeting of the Board of Directors in the next year and until his or her
successor shall have been duly chosen and qualified or until his or her death or
until he or she shall have resigned, or shall have been removed from office in
the manner provided in this Article IV. Any vacancy in any of the above offices
may be filled for the unexpired portion of the term by the Board of Directors at
any regular or special meeting.
Section 4.02. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be the
Chief Executive Officer of the Corporation and shall preside at all meetings of
the stockholders and of the Board of Directors. He shall serve as a member of
the Executive Committee and, in the absence of the Chairman of the Executive
Committee, preside at all meetings of the Executive Committee. Subject to the
authority of the Board of Directors, he shall have general charge and
supervision of the business and affairs of the Corporation. He shall have the
authority to sign and execute in the name of the Corporation all deeds,
mortgages, bonds, contracts or other instruments. He shall have the authority to
vote stock in other corporations, and he shall perform such other duties of
management as may be prescribed by resolution or as otherwise may be assigned to
him by the Board of Directors. He shall have the authority to delegate such
authorization and power as vested in him by these Bylaws to some other officer
or employee or agent of the Corporation as he shall deem appropriate.
Section 4.03. PRESIDENT. The President shall be the Chief Operating Officer of
the Corporation. He or she shall have general charge and supervision of the
operations of the Corporation and shall have such other powers and duties of
management as from time to time may be assigned to him or her by the Board of
Directors or the Chief Executive Officer.
Section 4.04. VICE PRESIDENTS. The Corporation shall have one (1) or more Vice
Presidents, including Executive and Senior Vice Presidents as appropriate, as
elected from time to time by the Board of Directors. The Vice Presidents shall
perform such duties as from time to time may be assigned to them by the
President.
Section 4.05. SECRETARY. The Secretary shall attend all meetings of the
stockholders and of the Board of Directors and record all votes and minutes or
proceedings, in books provided for that purpose; shall see that all notices of
such meetings are duly given in accordance with the provisions of the Bylaws of
the Corporation, or as required by law; may sign certificates of stock of the
Corporation with the Chairman of the Board; shall be custodian of the corporate
seal; shall see that the corporate seal is affixed to all documents, the
execution of which, on behalf of the Corporation, under its seal, is duly
authorized, and when so affixed may attest the same; and in general, shall
perform all duties incident to the office of a secretary of a corporation, and
such other duties as from time to time may be assigned to the Secretary by the
Chairman of the Board.
Section 4.06. TREASURER. The Treasurer shall have charge of and be responsible
for all funds, securities, receipts and disbursements of the Corporation, and
shall deposit, or cause to be deposited, in the name of the Corporation, all
monies or other valuable effects in such banks, trust companies, or other
depositories as shall, from time to time, be selected by the Board of Directors;
and in general, shall render such reports and perform such other duties incident
to the office of a treasurer of a corporation, and such other duties as from
time to time may be assigned to him or her by the President.
Section 4.07. SUBORDINATE OFFICERS. The subordinate officers shall consist of
such assistant officers and agents as may be deemed desirable and as may be
appointed by the Chief Executive Officer or the President. Each such subordinate
officer shall hold office for such
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period, have such authority and perform such duties as the Chief Executive
Officer or the President may prescribe.
Section 4.08. OTHER OFFICERS AND AGENTS. The Board of Directors may create such
other offices and appoint or provide for the appointment of such other officers
and agents, attorneys-in-fact and employees as it shall deem necessary, who
shall bear such titles, have such authority, receive such compensation, and
provide such security for faithful service and hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.
Section 4.09. WHEN DUTIES OF AN OFFICER MAY BE DELEGATED. In the case of the
absence or disability of an officer of the Corporation or for any other reason
that may seem sufficient to the Board of Directors, the Board of Directors, or
any officer designated by it, may, for the time being, delegate such officer's
duties and powers to any other person.
Section 4.10. OFFICERS HOLDING TWO OR MORE OFFICES. Any two (2) of the above
mentioned offices, except those of a Vice President, may be held by the same
person, but no officer shall execute, acknowledge or verify any instrument in
more than one capacity, if such instrument be required by law, by the Charter or
by these Bylaws, to be executed, acknowledged or verified by any two (2) or more
officers.
Section 4.11. COMPENSATION. The Board of Directors shall have power to fix the
compensation of all officers and employees of the Corporation.
Section 4.12. RESIGNATIONS. Any officer may resign at any time by giving written
notice to the Board of Directors or to the Chief Executive Officer or the
Secretary of the Corporation. Any such resignation shall take effect
simultaneously with or at any time subsequent to its delivery as shall be
specified therein; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
Section 4.13. REMOVAL. Any officer of the Corporation may be removed, with or
without cause, by the Board of Directors, if such removal is determined in the
judgment of the Board of Directors to be in the best interests of the
Corporation, and any officer of the Corporation duly appointed by another
officer may be removed, with or without cause, by such officer.
ARTICLE V: STOCK
Section 5.01. CERTIFICATES. Each stockholder shall be entitled to a certificate
or certificates which shall represent and certify the number and kind of shares
of stock owned by him or her in the Corporation. Such certificates shall be
signed by the Chairman of the Board and countersigned by the Secretary or an
Assistant Secretary, and sealed with the seal of the Corporation or a facsimile
of such seal. Stock certificates shall be in such form, not inconsistent with
law or with the Charter, as shall be approved by the Board of Directors. When
certificates for stock of any class are countersigned by a transfer agent, other
than the Corporation or its employee, or by a registrar, other than the
Corporation or its employee, any other signature on such certificates may be a
facsimile. In case any officer of the Corporation who has signed any certificate
ceases to be an officer of the Corporation, whether because of death,
resignation or otherwise, before such certificate is issued, the certificate may
nevertheless be issued and delivered by the Corporation as if the officer had
not ceased to be such officer as of the date of its issue.
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Section 5.02. TRANSFER OF SHARES. Shares of stock shall be transferable only on
the books of the Corporation only by the holder thereof, in person or by duly
authorized attorney, upon the surrender of the certificate representing the
shares to be transferred, properly endorsed. The Board of Directors shall have
power and authority to make such other rules and regulations concerning the
issue, transfer and registration of certificates of stock as it may deem
expedient.
Section 5.03. TRANSFER AGENTS AND REGISTRARS. The Corporation may have one (1)
or more transfer agents and one (1) or more registrars of its stock, whose
respective duties the Board of Directors may, from time to time, define. No
certificate of stock shall be valid until countersigned by a transfer agent, if
the Corporation has a transfer agent, or until registered by a registrar, if the
Corporation has a registrar. The duties of transfer agent and registrar may be
combined.
Section 5.04. STOCK LEDGERS. Original or duplicate stock ledgers, containing the
names and addresses of the stockholders of the Corporation and the number of
shares of each class held by them respectively, shall be kept at an office or
agency of the Corporation in such city or town as may be designated by the Board
of Directors. If no other place is so designated such original or duplicate
stock ledgers shall be kept at an office or agency of the Corporation in New
York, New York or Bethesda, Maryland.
Section 5.05. RECORD DATES. The Board of Directors is hereby empowered to fix,
in advance, a date as the record date for the purpose of determining
stockholders entitled to notice of, or to vote at, any meeting of stockholders,
or stockholders entitled to receive payment of any dividend or the allotment of
any rights, or in order to make a determination of stockholders for any other
proper purpose. Such date in any case shall be not more than ninety (90) days
and, in case of a meeting of stockholders, not less than thirty (30) days, prior
to the date on which the particular action, requiring such determination of
stockholders, is to be taken. If a record date is not set and the transfer books
are not closed, the record date for the purpose of making any proper
determination with respect to stockholders shall be fixed in accordance with
applicable law.
Section 5.06. NEW CERTIFICATES. In case any certificate of stock is lost,
stolen, mutilated or destroyed, the Board of Directors may authorize the issue
of a new certificate in place thereof upon such terms and conditions as it may
deem advisable; or the Board of Directors may delegate such power to any officer
or officers or agents of the Corporation; but the Board of Directors or such
officer or officers, in their discretion, may refuse to issue such new
certificate save upon the order of some court having jurisdiction in the
premises.
ARTICLE VI: INDEMNIFICATION
Section 6.01. INDEMNIFICATION OF DIRECTORS, OFFICERS, AND EMPLOYEES. The
Corporation shall indemnify and hold harmless to the fullest extent permitted
by, and under, applicable law as it presently exists and as is further set forth
in Section 6.02 below or as may hereafter be amended any person who is or was a
director, officer or employee of the Corporation or who is or was serving at the
request of the Corporation as a director, officer or employee of another
corporation or entity (including service with employee benefit plans), who by
reason of this status or service in that capacity was, is, or is threatened to
be made a party or is otherwise involved in any action, suit or proceeding,
whether civil, criminal, administrative, or investigative. Such indemnification
shall be against all liability and loss suffered and expenses (including, but
not limited to, attorneys' fees, judgments, fines, penalties, and amounts paid
in settlement) actually and reasonably incurred by the individual in connection
with such proceeding; provided, however, that the Corporation shall not be
required to indemnify a person
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in connection with an action, suit or proceeding initiated by such person unless
the action, suit or proceeding was authorized by the Board of Directors of the
Corporation.
Section 6.02. STANDARD. Maryland General Corporation Law Section 2-418, on
August 29, 1994, provided generally that a corporation may indemnify any
individual made a party to a proceeding by reason of service on behalf of the
corporation unless it is established that:
(i) The act or omission of the individual was material to the matter
giving rise to the proceeding; and
(1) Was committed in bad faith; or
(2) Was the result of active and deliberate dishonesty; or
(ii) The individual actually received an improper personal benefit in
money, property, or services; or
(iii) In the case of any criminal proceeding, the individual had
reasonable cause to believe that the act or omission was unlawful.
Section 6.03. ADVANCE PAYMENT OF EXPENSES. The Corporation shall pay or
reimburse reasonable expenses in advance of a final disposition of the
proceeding and without requiring a preliminary determination of the ultimate
entitlement to indemnification provided that the individual first provides the
Corporation with: (a) a written affirmation of the individual's good faith
belief that the individual meets the standard of conduct necessary for
indemnification under the laws of the State of Maryland; and (b) a written
undertaking by or on behalf of the individual to repay the amount advanced if it
shall ultimately be determined that the applicable standard of conduct has not
been met.
Section 6.04. GENERAL. The Board of Directors, by resolution, may authorize the
management of the Corporation to act for and on behalf of the Corporation in all
matters relating to indemnification within any such limits as may be specified
from time to time by the Board of Directors, all consistent with applicable law.
The rights conferred on any person by this Article VI shall not be exclusive of
any other rights which such person may have or hereafter acquire under any
statute, provision of the Charter of the Corporation, these Bylaws, agreement,
vote of the stockholders or disinterested directors or otherwise. Repeal or
modification of this Article VI or the relevant law shall not affect adversely
any rights or obligations then existing with respect to any facts then or
theretofore existing or any action, suit or proceeding theretofore or thereafter
brought or threatened based in whole or in part upon any such facts.
ARTICLE VII: SUNDRY PROVISIONS
Section 7.01. SEAL. The corporate seal of the Corporation shall bear the name of
the Corporation and the words "Incorporated 1994 Maryland" and "Corporate Seal."
Section 7.02. VOTING OF STOCK IN OTHER CORPORATIONS. Any shares of stock in
other corporations or associations, which may from time to time be held by the
Corporation, may be represented and voted at any of the stockholders' meetings
thereof by the Chairman or President of the Corporation or by proxy or proxies
appointed by the Chairman or President of the Corporation. The Board of
Directors or Chairman, however, may by resolution or delegation appoint some
other person or persons to vote such shares, in which case such person or
persons shall be entitled to vote such shares upon the production of a certified
copy of such resolution or delegation.
Section 7.03. AMENDMENTS. The Board of Directors shall have the exclusive power,
at any regular or special meeting thereof, to make and adopt new Bylaws, or to
amend, alter, or repeal any Bylaws of the Corporation, provided such revisions
are not inconsistent with the Charter or statute.
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3.0 CERTIFICATE AS TO BYLAWS
I, _____________________________________________, ____________ Vice President
and Secretary of LOCKHEED MARTIN CORPORATION hereby certify that the foregoing
is a true, correct and complete copy of the Bylaws of LOCKHEED MARTIN
CORPORATION and that such Bylaws are in full force and effect as of the date of
this certificate.
WITNESS my hand and the seal of LOCKHEED MARTIN CORPORATION, this ____ day of
____________, 19__.
_________________________________
Vice President and Secretary
CORPORATE SEAL
4.0 AMENDMENTS
April 27, 1995. Section 3.02 revised, amending the Finance Committee Charter to
include review of financial condition of the Corporation.
April 27, 1995. Section 3.03 revised, amending the Audit & Ethics Committee
Charter to include compliance with health and safety laws and regulations.
September 28, 1995. Section 3.02 revised, amending the Finance Committee Charter
to clarify the Committee's responsibilities relative to the Corporation's
trusteed benefit plans.
January 1, 1996. Section 2.04 revised, amending Article II, Board of Directors,
and Article IV, Officers, relating to the responsibilities of the Chairman of
the Board and the President.
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January 7, 1996. Section 2.02 revised, amending Article II, Number of Directors,
increasing the total number of directors from 24 to 25.
April 25, 1996 Section 2.03 revised, amended by striking "on or before March 15,
1996."
April 25, 1996 Section 2.05 revised, adding new Section "Vice Chairmen" and
renumbering the succeeding sections accordingly.
January 23, 1997 Sections 4.01, 4.02 and 4.03 revised, aligning officers and
management responsibility. Section 1.02 revised, amending requirements for
calling Special Meetings.
September 25, 1997 Article I, II, III and IV amended to clarify responsibilities
of the Chief Executive Officer.
October 23, 1997 Section 3.02 amended to delete reference to Benefit Plan
Committee.
January 22, 1998 Section 1.08 amended to authorize proxy voting by any form of
electronic transmission as permitted by Maryland General Corporation Law.
June 26, 1998 Sections 3.01, 4.01 and 4.02 amended to clarify responsibilities
of the Chairman of the Board and Chief Executive Officer.
July 23, 1998 Section 1.11 amended to change advance notice provisions.
April 22, 1999 Section 2.05 deleted provision for Vice Chairmen.
April 22, 1999 Section 3.04 changed name of Compensation Committee to
"Management Development and Compensation Committee" and revised charter
accordingly.
October 28, 1999 Section 1.11 amended to change advance notice provisions;
Section 2.02 amended to conform Bylaws to Corporation's Charter regarding number
of directors; Section 2.14 amended relative to Maryland's control share
provision.
February 24, 2000 Section 3.05 changed name of Nominating Committee to
"Nominating and Corporate Governance Committee" and revised charter accordingly.
June 14, 2000 Section 3.03 amended Audit & Ethics Committee charter.
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