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): November 1, 2005
VSE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
0-3676 54-0649263
(Commission File Number) (I.R.S. Identification Number)
2550 Huntington Avenue
Alexandria, Virginia 22303-1499
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (703) 960-4600
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 Amendments to Articles of Incorporation or By-Laws; Change in
Fiscal Year.
On November 1, 2005, the board of directors of VSE Corporation ("VSE")
amended VSE's by-laws, as amended ("By-Laws"), effective immediately, (a) to
permit persons who have attained 65 years of age or more to be nominated,
qualified and elected as directors of VSE and (b) to clarify the authority of
VSE's board of directors to fix the compensation of directors, including the
payment of (i) a fixed sum for attendance at each meeting of the board of
directors and (ii) a stated salary as a director.
After the above-discussed amendment to the By-Laws, Article III,
Sections 1 and Section 13 of the By-Laws read, respectively, as follows:
Section 1. The number of directors which shall constitute
the whole board shall be a minimum of six directors and a maximum of ten
directors. Within the limits above specified, the number of directors
shall be determined by resolution of the board of directors or by the
stockholders at the annual meeting. The directors shall be elected at
the annual meeting of the stockholders, except as provided in Section 2
of this Article, and each director elected shall hold office until his
successor is elected and qualified. Directors need not be stockholders.
Section 13. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the
authority to fix the compensation of directors. The directors may be
paid their expenses, if any, of attendance at each meeting of the board
of directors and shall receive such compensation for their services as
directors as shall be determined by the board of directors. No such
payment shall preclude any director from serving the corporation in any
other capacity and receiving compensation therefore. Members of special
or standing committees may be allowed like compensation for attending
committee meetings.
Prior to the above-discussed amendments to the By-Laws, Article III,
Sections 1 and 3 of the By-Laws read, respectively, as follows:
Section 1. The number of directors which shall constitute the
whole board shall be a minimum of six directors and a maximum of ten
directors. Within the limits above specified, the number of directors
shall be determined by resolution of the board of directors or by the
stockholders at the annual meeting. The directors shall be elected at
the annual meeting of the stockholders, except as provided in Section 2
of this Article, and each director elected shall hold office until his
successor is elected and qualified; however, no person who is not
serving as a director of the corporation as of January 1, 1993, who has
attained 65 years of age or more, shall be nominated, elected or
qualified to serve as a director of the corporation. Directors need not
be stockholders.
2
Section 13. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the
authority to fix the compensation of directors. The directors may be
paid their expenses, if any, of attendance at each meeting of the board
of directors and may be paid a fixed sum for attendance at each meeting
of the board of directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in any
other capacity and receiving compensation therefore. Members of special
or standing committees may be allowed like compensation for attending
committee meetings.
A copy of VSE's Amended and Restated By-Laws reflecting the foregoing
amendments is filed as Exhibit 3.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit
Number
------
3.1 Amended and Restated By-Laws of VSE Corporation, as of
November 1, 2005
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.
VSE CORPORATION
(Registrant)
Date: November 3, 2005 /s/ D. M. Ervine
-----------------------------
Donald M. Ervine
Chairman of the Board and CEO
President and COO
3