EX-3.100 22 file017.htm BYLAWS OF L-3 COMMUNICATIONS



                                                                   Exhibit 3.100


                                     BYLAWS

                                       of

                 L-3 COMMUNICATIONS SECURITY SYSTEMS CORPORATION

                        (Effective Date: January 1, 2002)


                                   ARTICLE I

                                     OFFICES

         Section 1. Registered Office. The registered office of L-3
Communications Security Systems Corporation (hereinafter, the "Corporation")
shall be in the City of Wilmington, State of Delaware.

         Section 2. Other Offices. The Corporation also may have offices at
such other places both within and outside the State of Delaware as the Board of
Directors may from time to time determine.


                                   ARTICLE II

                             MEETING OF STOCKHOLDERS

         Section 1. Place of Meetings. Meetings of the stockholders for the
election of directors or for any other purpose shall be held at such time and
place, either within or outside the State of Delaware, as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

         Section 2. Annual Meetings. The Annual Meeting of Stockholders shall
be held on such date and at such time as shall be designated from time to time
by the Board of Directors and stated in the notice of the meeting, at which
meeting the stockholders shall elect a Board of Directors by a plurality vote,
and transact such other business as may properly be brought before the meeting.

         Section 3. Special Meetings. Special Meetings of Stockholders, for any
purpose or purposes, may be called by the President, Secretary, Treasurer or
Vice President, and shall be called by any such officer at the request in
writing of a majority of the Board of Directors. Such request shall state the
purpose or purposes of the proposed meeting.

         Section 4. Notice of Meetings. Written notice of an Annual Meeting or
Special Meeting stating the place, date, and hour of the meeting and in the case
of a Special Meeting, the purpose





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or purposes for which the meeting is called, shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting.

         Section 5. Quorum. Except as otherwise provided by law or by the
Certificate of Incorporation, the holders of a majority of the capital stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business. If, however, such quorum shall not
be present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented.

         Section 6. Voting. Any questions brought before any meeting of
stockholders shall be decided by a majority vote of the number of shares
entitled to vote, present in person or represented by proxy. Such votes may be
cast in person or by proxy, but no proxy shall be voted on or after three years
from its date, unless such proxy provides for a longer period.

         Section 7. Action by Consent. Any action required to be taken at any
annual or special meeting of stockholders, or any action which may be taken at
any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing 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.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing.


                                  ARTICLE III

                                    DIRECTORS

         Section 1. Number and Election of Directors. The first Board of
Directors shall consist of one director. Thereafter the number of directors
shall be determined by the Board of Directors or by the stockholders. Except as
provided in Section 2 of this Article, directors shall be elected by a plurality
of the votes cast at Annual Meetings of Stockholders, and each director so
elected shall hold office until the next Annual Meeting and until his successor
is duly elected and qualified, or until his earlier resignation or removal.

         Section 2. Vacancies. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority vote of all directors, or by a sole remaining director, and the
directors so chosen shall hold office until the next annual election and until
their successors are duly elected and qualified, or until their earlier
resignation or removal.

         Section 3. Committees. The Board of Directors may designate one or
more committees, which committees shall, to the extent provided in the
resolution of the Board of Directors establishing such a committee, have all
authority and may exercise all the powers of the Board of






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Directors in the management of the business and affairs of the Corporation to
the extent lawful under the General Corporation Law of the State of Delaware.

         Section 4. Duties and Powers. The business of the Corporation shall be
managed by or under the direction of the Board of

Directors which may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.

         Section 5. Meetings. The Board of Directors of the Corporation may
hold meetings, both regular and special, either within or outside the State of
Delaware. Regular meetings of the Board of Directors may be held without notice
at such time and at such place as may from time to time be determined by the
Board of Directors. Special meetings of the Board of Directors may be called by
the president or any one director with one day's notice to each director, either
personally or by mail, telephone or facsimile transmission.

         Section 6. Quorum; Board Action. Except as may be otherwise
specifically provided by law, the Certificate of Incorporation or these Bylaws,
at all meetings of the Board of Directors, a majority of the entire Board of
Directors shall constitute a quorum for the transaction of business, and the act
of a majority of the entire Board of Directors shall be the act of the Board of
Directors. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

         Section 7. Actions of Board. Unless otherwise provided by the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all the members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.

         Section 8. Compensation. The Corporation shall reimburse the
reasonable expenses incurred by members of the Board of Directors in connection
with attendance at meetings of the Board of Directors and of any committee on
which such member serves; provided, that the foregoing shall not preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.

         Section 9. Removal. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, any director or the entire Board of Directors may
be removed, without or without cause, by the holders of a majority of shares
entitled to vote at an election of directors.








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                                   ARTICLE IV

                                    OFFICERS

         The officers of the Corporation shall consist of a President, a
Secretary, a Treasurer, a Vice President and such other additional officers with
such titles as the Board of Directors shall determine, all of whom shall be
chosen by and shall serve at the pleasure of the Board of Directors. Such
officers shall have the usual powers and shall perform all the usual duties
incident to their respective offices. All officers shall be subject to the
supervision and direction of the Board of Directors. The authority, duties or
responsibilities of any officer of the Corporation may be suspended by the
President with or without cause. Any officer elected or appointed by the Board
of Directors may be removed by the Board of Directors with or without cause.


                                   ARTICLE V

                                     NOTICES

         Section 1. Notices. Whenever written notice is required by law, the
Certificate of Incorporation or these Bylaws, to be given to any director,
member of a committee or stockholder, such notice may be given by mail,
addressed to such director, member of a committee or stockholder, at his address
as it appears on the records of the Corporation, with postage thereon prepaid,
and such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Written notice may also be given personally
or by telegram, telex or cable.

         Section 2. Waivers of Notice. Whenever any notice is required by law,
the Certificate of Incorporation or these Bylaws, to be given to any director,
member of a committee or stockholder, a waiver thereof in writing, signed by the
person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened.


                                   ARTICLE VI

                               GENERAL PROVISIONS

         Section 1. Dividends. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, may
be declared by the Board of Directors at any regular or special meeting, and may
be paid in cash, in property, or in shares of the capital stock. Before payment
of any dividend, there may be set aside out of any funds of the Corporation
available for dividends such sum or sums as the Board of Directors from time to
time, in its absolute discretion, deems proper as a reserve or reserves to meet
contingencies, or for






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equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for any proper purpose, and the Board of Directors may modify or
abolish any such reserve.

         Section 2. Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

         Section 3. Corporate Seal. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.


                                  ARTICLE VII

                                 INDEMNIFICATION

         To the fullest extent permitted by the Delaware General Corporation
Law, the Corporation shall indemnify any current or former Director or officer
of the Corporation and may, at the discretion of the Board of Directors,
indemnify any current or former employee or agent of the Corporation against all
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any threatened, pending or
completed action, suit or proceeding brought by or in the right of the
Corporation or otherwise, to which he was or is a party by reason of his current
or former position with the Corporation or by reason of the fact that he is or
was serving, at the request of the Corporation, as a director, officer, partner,
trustee, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise. Expenses incurred by a person who is or was a
Director or officer of the Corporation in appearing at, participating in or
defending any such action, suit or proceeding shall be paid by the Corporation
at reasonable intervals in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of the Director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized by this Article. If
a claim under this Article VII is not paid in full by the Corporation within
ninety days after a written claim has been received by the Corporation, the
claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be paid also the expense of prosecuting such claim. It shall
be a defense to any such action (other than an action brought to enforce a claim
for expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Delaware General Corporation Law or
other applicable law for the Corporation to identify the claimant for the amount
claimed, but the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its Board of Directors,
independent legal counsel or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he has met the applicable standard of
conduct set forth in the Delaware General Corporation Law or other applicable
law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the





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claimant has not met the applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant has not met the applicable
standard of conduct.


                                  ARTICLE VIII

                                   AMENDMENTS

         Section 1. Amending and Repealing. These Bylaws may be altered,
amended or repealed, in whole or in part, or new Bylaws may be adopted by the
majority vote of the entire Board of Directors.

         Section 2. Entire Board of Directors. As used in this Article VIII and
in these Bylaws generally, the term "entire Board of Directors" means the total
number of the directors which the Corporation would have if there were no
vacancies.