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By-Laws [Amended 2003] |
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2003 |
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L O C K H E E D M A R T I N C O R P O R A T I O N
B Y-L A W S
Adopted August 26, 1994
(Amended February 6, 1995)
(Amended April 27, 1995)
(Amended September 28, 1995)
(Amended January 1, 1996)
(Amended January 7, 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)
(Amended April 24, 2003)
(Amended August 7, 2003)
<PAGE>
TABLE OF CONTENTS
BYLAWS
OF
LOCKHEED MARTIN CORPORATION
<TABLE>
<S> <C>
ARTICLE I
STOCKHOLDERS
Section 1.01. Annual Meetings ............................................ 1
Section 1.02. Special Meetings ........................................... 1
Section 1.03. Place of Meetings .......................................... 1
Section 1.04. Notice of Meetings ......................................... 1
Section 1.05. Conduct of Meetings ........................................ 2
Section 1.06. Quorum ..................................................... 2
Section 1.07. Votes Required ............................................. 2
Section 1.08. Proxies .................................................... 2
Section 1.09. List of Stockholders ....................................... 2
Section 1.10. Inspectors of Election ..................................... 2
Section 1.11. Director Nominations and Stockholder Business............... 3
ARTICLE II
BOARD OF DIRECTORS
Section 2.01. Powers ..................................................... 5
Section 2.02. Number of Directors ........................................ 5
Section 2.03. Election of Directors ...................................... 5
Section 2.04. Chairman of the Board ...................................... 6
Section 2.05. Removal .................................................... 6
Section 2.06. Vacancies .................................................. 6
Section 2.07. Regular Meetings ........................................... 6
Section 2.08. Special Meetings ........................................... 6
Section 2.09. Notice of Meetings ......................................... 6
Section 2.10. Presence at Meeting ........................................ 7
Section 2.11. Presiding Officer and Secretary at Meetings................. 7
Section 2.12. Quorum ..................................................... 7
Section 2.13. Compensation ............................................... 7
Section 2.14. Voting of Shares by Certain Holders ........................ 7
</TABLE>
i
<PAGE>
TABLE OF CONTENTS
(Continued)
<TABLE>
<S> <C>
ARTICLE III
COMMITTEES
Section 3.01. Executive Committee ........................................ 8
Section 3.02. Strategic Affairs and Finance Committee .................... 8
Section 3.03. Audit & Ethics Committee ................................... 8
Section 3.04(a) Management Development and Compensation Committee .......... 9
Section 3.04(b) Stock Option Subcommittee. ................................. 11
Section 3.05. Nominating and Corporate Governance Committee .............. 11
Section 3.06. Other Committees ........................................... 12
Section 3.07. Meetings of Committees ..................................... 12
ARTICLE IV
OFFICERS
Section 4.01. Executive Officers -- Election and Term of Office .......... 12
Section 4.02 Chairman of the Board ...................................... 13
Section 4.03. President .................................................. 13
Section 4.04. Vice Presidents ............................................ 13
Section 4.05. Secretary .................................................. 13
Section 4.06. Treasurer .................................................. 13
Section 4.07. Subordinate Officers ....................................... 14
Section 4.08. Other Officers and Agents .................................. 14
Section 4.09. When Duties of an Officer May Be Delegated ................. 14
Section 4.10. Officers Holding Two or More Offices ....................... 14
Section 4.11. Compensation ............................................... 14
Section 4.12. Resignations ............................................... 14
Section 4.13. Removal .................................................... 14
ARTICLE V
STOCK
Section 5.01. Certificates ............................................... 14
Section 5.02. Transfer of Shares ......................................... 15
Section 5.03. Transfer Agents and Registrars ............................. 15
Section 5.04. Stock Ledgers .............................................. 15
Section 5.05. Record Dates ............................................... 15
Section 5.06. New Certificates ........................................... 15
</TABLE>
ii
<PAGE>
TABLE OF CONTENTS
(Continued)
<TABLE>
<S> <C>
ARTICLE VI
INDEMNIFICATION
Section 6.01. Indemnification of Directors, Officers, and Employees ..... 16
Section 6.02. Standard .................................................. 16
Section 6.03. Advance Payment of Expenses ............................... 16
Section 6.04. General ................................................... 17
ARTICLE VII
SUNDRY PROVISIONS
Section 7.01. Seal ...................................................... 17
Section 7.02. Voting of Stock in other Corporations ..................... 17
Section 7.03. Amendments ................................................ 17
</TABLE>
iii
<PAGE>
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
<PAGE>
persons. Any meeting of stockholders, annual or special, may adjourn from time
to time without 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
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