RESTATED
CERTIFICATE OF INCORPORATION
OF
AIR T, INC.
(Originally incorporated November 17, 1980 under the name
Atlanta Express Airline Corporation)
1. The name of the corporation is AIR T, INC.
2. The address of its registered office in the State of Delaware is No.
100 West Tenth Street, in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is The Corporation
Trust Company.
3. The nature of the business or purposes to be conducted or promoted is:
To establish, purchase, lease, acquire, own, maintain,
improve, manage, and operate, airlines and air transport services
for the transportation of persons and property by aircraft and all
other means connected herewith.
To engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.
4. (a) The total number of shares of common stock which the corporation
shall have authority to issue is four million (4,000,000) and the par
value of each of such shares is Twenty-five Cents ($.25) amounting in
aggregate to One Million Dollars ($1,000,000).
(b) The total number of shares of preferred stock that the
corporation shall have authority to issue is fifty thousand (50,000)
and the par value of each of such shares is One Dollar ($1.00)
amounting in the aggregate to Fifty Thousand Dollars ($50,000), and
20
the rights (including voting powers, if any), preferences,
qualifications, series limitations and restrictions shall be as are
provided for in a resolution or resolutions of the board of directors
authorizing such issue.
5. The corporation is to have perpetual existence.
6. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:
To make, alter or repeal the by-laws of the corporation.
To authorize and cause to be executed mortgages and liens upon
the real and personal property of the corporation.
To set apart out of any of the funds of the corporation
available for dividends a reserve or reserves for any proper purpose
and to abolish any such reserve in the manner in which it was created.
By a majority of the whole board, to designate one or more
committees, each committee to consist of one or more of the directors
of the corporation. The board may designate one or more directors as
alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. The by-laws may
provide that in the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the board of
directors to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in
the resolution of the board of directors, or in the by-laws of the
corporation, shall have and may exercise all the powers and authority
of the board of directors in the management of the business and
affairs of the corporation, and may authorize the seal of the
21
corporation to be affixed to all papers which may require it; but no
such committee shall have the power or authority in reference to
amending the certificate of incorporation, adopting an agreement of
merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the corporation's
property and assets, recommending to the stockholders a dissolution of
the corporation or a revocation of a dissolution, or amending the by-
laws of the corporation; and, unless the resolution or by-laws,
expressly so provide, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock.
When and as authorized by the stockholders in accordance with
statute, to sell, lease or exchange all or substantially all of the
property and assets of the corporation, including its good will and
its corporate franchises, upon such terms and conditions and for such
consideration, which may consist in whole or part of money or property
including shares of stock in, and/or other securities of, any other
corporation or corporations, as its board of directors shall deem
expedient and for the best interests of the corporation.
7. Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be
kept (subject to any provision contained in the statutes)outside the State
of Delaware at such place or places as may be designated from time to time
by the board of directors or in the by-laws of the corporation. Elections
of directors need not be by written ballot unless the by-laws of the
corporation shall so provide.
22
8. The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by the statute, and all rights
conferred upon stockholders herein are granted subject to this
reservation.
IN WITNESS WHEREOF, this Restated Certificate of Incorporation, which
restates and integrates and does not further amend the provisions of the
Corporation's Certificate of Incorporation as theretofore amended or
supplemented, there being no discrepancy between those provisions and the
provisions of the Restated Certificate and having been duly adopted by the
Board of Directors of the Corporation in accordance with the provisions of
Section 245 of the General Corporation Laws of the State of Delaware, has
been executed this 30th day of October, 2001 by Walter Clark, its
authorized officer.
/s/Walter Clark
Walter Clark
Chairman of the Board of Directors
Attest:
/s/John J. Gioffre
John J. Gioffre
Secretary
23