By-laws Of Microdyne Outsourcing Incorporated

BYLAWS


OF


MICRODYNE OUTSOURCING INCORPORATED


ARTICLE I
MEETING OF STOCKHOLDERS
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Section 1. PLACE. All meetings of stockholders shall be held
at the principal office of the corporation or at such other place
within the United States as shall be stated in the notice of the
meeting.


Section 2. ANNUAL MEETING. An annual meeting of the
stockholders for the election of directors and the transaction of any
business within the powers of the corporation shall be held within six
(6) months of the close of the corporation's fiscal year at such
location and at such date and time as may be fixed by the Board of
Directors. If the day fixed for the annual meeting shall be a legal
holiday, such meeting shall be held at the same time on the next
succeeding business day.


Section 3. SPECIAL MEETINGS. The President or Board of
Directors may call special meetings of the stockholders. Special
meetings of stockholders shall also be called by the Secretary upon the
written request of the holders of shares entitled to cast not less than
thirty- three percent (33%) of all the votes entitled to be cast at
such meeting. Such request shall state the purpose or purposes of such
meeting and the matters proposed to be acted on thereat. The Secretary
shall inform such stockholders of the reasonably estimated cost of
preparing and mailing such notice of the meeting, and upon payment to
the corporation of such costs, and Secretary shall give notice stating
the purpose or purposes of the meeting to all stockholders entitled to
vote at such meeting. No special meeting need be called upon the
request of the holders of shares entitled to cast less than a majority
of all votes entitled to be cast at such meeting, to consider any
matter which is substantially the same as a matter voted upon at any
special meeting of the stockholders held during the preceding twelve
months.


Section 4. NOTICE. Not less than ten nor more than ninety days
before the date of every meeting of stockholders, the Secretary shall
give, to each stockholder entitled to vote who is entitled to notice by
statute, written or printed notice stating the time and place of the
meeting and, in the case of a special meeting or as otherwise may be
required by statute, the purpose or purposes for which the meeting is
called, either by mail or by presenting it to him personally or by
leaving it at his 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 post office address as it
appears on the records of the corporation, with postage prepaid.


Section 5. SCOPE OF NOTICE. No business shall be transacted at
a special meeting of stockholders except that specifically designated
in the notice. Any business of the corporation may be transacted at the
annual meeting without being specifically


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designated in the notice, except such business as is required
by statute to be stated in such notice.


Section 6. QUORUM. At any meeting of stockholders, the
presence in person or by proxy of stockholders entitled to cast a
majority of the votes shall constitute a quorum; but this section shall
not affect any requirement under any statute or the charter for the
vote necessary for the adoption of any measure. If, however, a quorum
is not present at any meeting of the stockholders, the stockholders
present in person or by proxy shall have the power to adjourn the
meeting from time to time without notice other than announcement at the
meeting until a quorum is present. At any adjourned meeting at which a
quorum is present, any business may be transacted which might have been
transacted at the meeting as originally notified. The stockholders
present at a meeting which has been duly called and convened and at
which a quorum is present at the time counted may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.


Section 7. VOTING. A majority of the votes cast at a meeting
of stockholders duly called and at which a quorum is present shall be
sufficient to take or authorize action upon any matter which may
properly come before the meeting, unless more than a majority of the
votes cast is required by statute or by the charter. Unless otherwise
provided in the charter, each outstanding share, regardless of class,
shall be entitled to one vote upon each matter submitted to a vote at a
meeting of stockholders.


Section 8. PROXIES. A stockholder may vote the shares owned of
record by him, either in person or by proxy executed in writing by the
stockholder or by his duly authorized attorney in fact. Such proxy
shall be filed with the Secretary of the corporation before or at the
time of the meeting. No proxy shall be valid after eleven months from
the date of its execution, unless otherwise provided in the proxy.


Section 9. VOTING OF SHARES BY CERTAIN HOLDERS. Shares
standing in the name of another corporation, when entitled to be voted,
may be voted by the president or vice-president or by proxy appointed
by the president or a vice-president of such other corporation, unless
some other person who has been appointed to vote such shares pursuant
to a bylaw or a resolution of the Board of Directors of such other
corporation presents a certified copy of such bylaws or resolution, in
which case such person may vote such shares. Any fiduciary may vote
shares standing in his name as such fiduciary, either in person or by
proxy.


Shares of its own stock directly or indirectly owned by this corporation shall not be voted in any meeting and shall not be counted in determining the total number of outstanding shares entitled to vote at any given time, but shares of its own stock held by it in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares at any given time.


Section 10. INSPECTORS. At any meeting of stockholders, the
chairman of the meeting may, or upon the request of any stockholder
shall, appoint one or more persons as inspectors for such meeting. Such
inspectors shall ascertain and report the number of


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shares represented at the meeting based upon their determination of
the validity and effect of proxies, count all votes, report the
results and do such other acts as are proper to conduct the
election and voting with impartiality and fairness to all the
stockholders.


Each report of an inspector shall be in writing and signed by him or by a majority of them if there be more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.


Section 11. INFORMAL ACTION BY STOCKHOLDERS. Any action
required or permitted to be taken at a meeting of stockholders may be
taken without a meeting if a consent in writing, setting forth such
action, is signed by all the stockholders entitled to vote on the
subject matter thereof and any other stockholders entitled to notice of
a meeting of stockholders (but not to vote thereat) have waived in
writing any rights which they may have to dissent from such action, and
such consents and waivers are filed with the minutes of proceedings of
the stockholders. Such consents and waivers may be signed by different
stockholders on separate counterparts.


ARTICLE II
DIRECTORS
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Section 1. GENERAL POWERS. The business and affairs of the
corporation shall be managed by its Board of Directors.


Section 2. NUMBER, TENURE AND QUALIFICATION. The number of
directors of the corporation shall be that number set forth in the
Articles of Incorporation of the Corporation, or such other number as
may be designated from time to time by resolution of a majority of the
entire Board of Directors, provided, however, that the number of
Directors shall never be more than fifteen (15) nor less than the
minimum number required by Section 2-402 of the Corporations and
Associations Article of the Annotated Code of Maryland, as may be
amended from time to time, and further provided that the tenure of
office of a director shall not be affected by any decrease in the
number of directors. Each director shall serve until the next annual
meeting of stockholders and until his or her successor is elected and
qualifies.


Section 3. ANNUAL AND REGULAR MEETINGS. An annual meeting of
the Board of Directors shall be held promptly after the annual meeting
of stockholders, no notice other than this bylaw being necessary. The
Board of Directors may provide, by resolution, the time and place,
either within or without the State of Maryland, for the holding of
regular meetings of the Board of Directors without other notice than
such resolutions.


Section 4. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the President or by a
majority of the directors then in office. The person or persons
authorized to call special meetings of the Board of


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Directors may fix any place, either within or without the
State of Maryland, as the place for holding any special meeting of the
Board of Directors called by them.


Section 5. NOTICE. Notice of any special meeting to be
provided herein shall be given by written notice delivered personally,
telegraphed or mailed to each director at his business or residence at
least two (2) days prior to the meeting. Notice by mail shall be given
at least five (5) days prior to the meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States
mail properly addressed, with postage thereon prepaid. If notice is to
be given by telegram, such notice shall be deemed to be delivered when
the telegram is delivered to the telegraph company. Neither the
business to be transacted at, nor the purpose of, any annual, regular
or special meeting of the Board of Directors need be specified in the ...