Attached files
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| EX-3.1 - BY-LAWS OF VSE CORPORATION (AMENDED AS OF JULY 31, 2013) - VSE CORP | vseby-laws.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 31, 2013
VSE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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0-3676
(Commission File Number)
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54-0649263
(IRS Employer
Identification Number)
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6348 Walker Lane
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Alexandria, VA
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22310
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(Address of Principal Executive Offices)
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(Zip Code)
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(703) 960-4600
(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
VSE CORPORATION
Item 5.03 Results of Operations and Financial Condition
The following amendments to the VSE by-laws were adopted and approved by the VSE Board of Directors on July 31, 2013. The amendments were effective on July 31, 2013.
Amendments to VSE's By-Laws
Article VII, Sections 4 and 8
FORUM FOR ADJUDICATION OF DISPTUES
Section 4. Unless the corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the corporation to the corporation or the corporation's stockholders, (c) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (d) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the corporation shall be deemed to have notice of and consented to the provisions of this Section 4.
INVALID PROVISIONS
Section 8. If any provision of these by-laws is held to be illegal, invalid or unenforceable under any current or future law, and if the rights or obligations of the stockholders would not be materially and adversely affected thereby, such provision shall be fully separable, and these by-laws shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, the remaining provisions of these by-laws shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom, and in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of these by-laws, a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
Exhibit
Number
3.1 By-Laws of VSE Corporation (amended as of July 31, 2013)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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VSE CORPORATION
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(Registrant)
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Date: August 23, 2013
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/s/ Thomas M. Kiernan
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Thomas M. Kiernan
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Vice President, General Counsel and Corporate Secretary
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