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): December 17, 2008
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))
Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in
Fiscal Year.
On December 17, 2008, the board of directors of VSE Corporation ("VSE") amended
VSE's by-laws ("By-Laws") to provide that VSE's chief executive officer, in
addition to his current enumerated powers and authorities, shall have the power
and authority to select and appoint, without the board of directors' prior
approval, VSE employees as officers of a group, division or unit of VSE, with
such powers and duties as determined, from time to time, by the chief executive
officer. However, no such appointed officer, unless he or she has also been
appointed a VSE officer by VSE's board of directors, will be a VSE officer or
otherwise have any authority to enter into any contract or agreement in VSE's
name and behalf or otherwise to obligate VSE to a third party.
Pursuant to the amendment, the following was added as the second paragraph to
Section 11, Article V of the By-Laws:
"In addition to the chief executive's above-referenced powers and authorities,
the chief executive officer shall have the power and authority to select and
appoint, without the board of directors' prior approval, employees of the
corporation as officers of a group, division or unit of the corporation, with
such powers and duties as determined, from time to time, by the chief executive
officer, provided, however that no such appointed officer of a group, division
or unit shall be an officer of the corporation or otherwise have any authority
to enter into any contract or agreement in the corporation's name and behalf or
otherwise to obligate the corporation to a third party unless the board of
directors has appointed the employee as an officer of the corporation."
A copy of VSE's By-Laws (amended as of December 17, 2008) reflecting the
foregoing amendment is filed as Exhibit 3.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit
Number
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3.1 By-Laws of VSE Corporation (amended as of
December 17, 2008)
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: December 23, 2008 /s/ C. S. Weber
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C. S. Weber
Executive Vice President
and Secretary