EXHIBIT 3.10
BYLAWS
OF
TROPIC AIR CARGO, INC.
A Delaware Corporation
Article I
The Stockholders
Section 1.1 Annual Meeting. There shall be an annual meeting of the
stockholders of Tropic Air Cargo, Inc. (the "Corporation") on the last Thursday
of June of each fiscal year at 10:00 a.m., or at such other date and time as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting, for the election of directors and for the transaction
of such other business as may come before the meeting.
Section 1.2. Special Meetings. A special meeting of the stockholders may
be called at any time by the Board of Directors or the President, and shall be
called upon request in writing from the holders of at least one-third of the
issued and outstanding shares of capital stock of the Corporation entitled to
vote at such meeting specifying the purpose or purposes for which such meeting
shall be called.
Section 1.3. Notice of Meetings. Unless a different manner of giving
notice is prescribed by statute, written, or printed notice stating the place,
date, and hour of the meeting, and in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than 10
nor more than 60 days before the date of the meeting either personally or by
mail, to each stockholder of record entitled to vote at such meeting. If mailed,
such notice shall be deemed to be delivered when deposited in the United States
mail with postage thereon prepaid addressed to the stockholder at his address as
it appears on the records of the Corporation.
Section 1.4. Fixing Date of Record. (a) In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholder or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than 60 or less than 10 days
before the date of such meeting, nor more than 60 days prior to any other
action. (b) If no record date is fixed: (i) The record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held; (ii) The record date for
determining stockholders entitled to express consent to corporate action in
writing without a meeting, when no prior action by the Board of Directors is
necessary, shall be the day on which the first written consent is expressed;
(iii) The record date for determining stockholders for any other purpose shall
be at the close of business on the date on which the Board of Directors adopts
the resolution relating thereto. (c) A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.
Section 1.5 Inspection of Election. Inspectors of Election shall be
appointed by the Board of Directors to act at any meeting of stockholders at
which any election is held. The Inspectors of Election shall examine proxies,
pass upon their regularity, receive the votes and act as tellers, or perform any
other duties which the Chairman may require of them at said meeting.
Section 1.6 Quorum. At any meeting of stockholders, the holders of not
less than one-third of the shares entitled to vote at a meeting present in
person or by proxy shall constitute a quorum for the transaction of business. A
majority vote of such quorum shall prevail except as otherwise required by law,
the Certificate of Incorporation, or the Bylaws.
If stockholders necessary for a quorum shall fail to be present at the
time and place fixed for any meeting, the holders of a majority of the shares
entitled to vote who are present in person or by proxy may adjourn the meeting
from time to time, until a quorum is present, and at any such adjourned meeting
at which a quorum is present, any business may be transacted which might have
been transacted at the original meeting.
Section 1.7. Cumulative Voting. At all elections of Directors of the
Corporation, each stockholder entitled generally to vote for the election of
Directors shall be entitled to vote one vote for each share owned by the
stockholder. The stockholder shall not have cumulative voting.
Section 1.8. Proxies. At all meetings of stockholders, a stockholder
entitled to vote may vote 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.
Section 1.9. Voting by Ballot. Voting in any election for
Directors need not be by ballot.
Section 1.10. Voting Lists. The officer who has charge of the stock ledger
of the Corporation shall prepare and make, at least two days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
two days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
Section 1.11. Place of Meeting. The meeting of stockholders will be held
at the offices of the Corporation, 7500 NW 25th Street, Suite 209, Miami,
Florida 33122 or such other place, either within or without the state of
Delaware, as may be designated by the Board of Directors at the place for any
annual meeting or any special meeting.
Section 1.12. Voting of Shares of Certain Holders. Shares of capital stock
of the Corporation standing in the name of another corporation, domestic or
foreign, may be voted by such officer, agent, or proxy as the Bylaws of such
Corporation may prescribe, or in the absence of such provision, by the President
or otherwise as the Board of Directors of such Corporation may determine.
Shares of capital stock of the Corporation standing in the name of a
deceased person, a minor ward or an incompetent person, may be voted by his
administrator, executor, court-appointed guardian or conservator, either in
person or by proxy without a transfer of such shares into the name of such
administrator, executor, court-appointed guardian or conservator. Shares of
capital stock of the Corporation standing in the name of a trustee may be voted
by him, either in person or by proxy.
Shares of capital stock of the Corporation standing in the name of a
receiver may be voted by such receiver, and shares held by or under the control
of a receiver may be voted by such receiver without the transfer thereof into
his name if authority to do so be contained in an appropriate order of the court
by which such receiver was appointed.
A stockholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares of its own capital stock held by this Corporation in a fiduciary
capacity may be voted by the President on behalf of the Company and shall be
counted in determining the total number of outstanding shares at any given time.
Any action of the Corporation upon which a vote of stockholders is
required or permitted may be taken without a meeting or vote of stockholders
with the written consent of stockholders having not less than one-third of the
shares entitled to vote at a stockholder meeting; provided, that in no case
shall the written consent be by holders having less than the minimum percent of
the vote required by statute for the proposed corporate action and provided that
prompt notice be given to all stockholders of the result of the vote authorizing
the taking of corporate action without a meeting.
Article II
The Board of Directors
Section 2.1. General Powers. The business and affairs of the
Corporation shall be managed by the Board of Directors.
Section 2.2. Number, Tenure, and Qualifications. The Board of Directors of
the Corporation shall consist of such number of Directors, not less than 2 nor
more than 11 as shall be fixed from time to time by the Board of Directors.
There shall be one director seat with a term of three years and one director
seat with a term of two years. All other seats shall be for one year or until
the next annual meeting of stockholders or until his successor is elected.
Section 2.3. Regular Meetings. A regular meeting of the Board of Directors
shall be held at least once each calendar quarter at such place, date, and hour
as the Board may appoint.
Section 2.4. Special Meetings. Special meetings of the Board
of Directors may be called by or at the request of the President or
any two Directors. The person or persons requesting such meeting may
fix the time and place thereof.
Notice of any special meeting shall be mailed to or left for the Directors
at their offices or homes, or delivered or given in person at any time at least
one day prior to the meeting.
Section 2.5. Quorum. A majority of existing Directors shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors.
If less than a quorum of the directors are present, a majority of those present
may adjourn the meeting and set a time for a subsequent meeting from time to
time without further notice.
Section 2.6. Manner of Acting. The act of the majority of the Directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, except in those circumstances where a vote of a majority of all
Directors is required by the Certificate of Incorporation or by law.
Section 2.7. Directors' Compensation. The Directors shall receive such
compensation as may be fixed by the Board of attendance at meetings of the Board
or for service on any committee of the Board.
Section 2.8. Vacancies. If vacancies occur in the Board of Directors
caused by death, resignation, retirement, disqualification, or removal from
office of any Director or Directors, or otherwise, or if any new directorship is
created by any increase in the authorized number of Directors, a majority of the
surviving or remaining Directors then in office, though less than a quorum, may
choose a successor or successors, or fill the newly created directorship, and
the Directors so chosen shall hold office until the next annual meeting of
stockholders or until their successors are elected.
Section 2.9. Consent in Lieu of Meeting. Unless otherwise restricted by
the Certificate of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors or any committee
thereof may be taken without a meeting if a majority of the members of the Board
of Directors or committee thereof, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of the
proceedings of the Board of Directors or committee. Such actions become
effective upon the receipt of a number of signatures equal to a majority of the
Directors unless otherwise provided in the action taken.
Article III
Committees
Section 3.1. Names, Appointment, and Vacancies. The Board of Directors by
majority vote may designate an Executive Committee and one or more other
committees, with 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. 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.
Section 3.2. Powers of the Executive Committee. The Executive Committee,
to the extent provided in the resolution of the Board of Directors 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 Corporation to be affixed to all papers which may require it, but
the Executive Committee shall not 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 or partial dissolution of the Corporation or a
revocation of a dissolution, or amending the Bylaws of the Corporation; and,
unless the resolutions expressly so provide, the Executive Committee shall not
have the power or authority to declare a dividend or to authorize the issuance
of stock.
Section 3.3. Powers of Other Committees. Any other committee of the Board
of Directors shall have only those powers and authority expressly granted to it
by the Resolution of the Board of Directors which establishes that committee.
All actions proposed by other committees shall be confirmed, approved, tabled or
rescinded prior to implementation at the next meeting of the Board of Directors.
Article IV
The Officers
Section 4.1. Number and Term of Office. The officers of the Corporation
shall be a President, an Executive Vice President, one or more Vice Presidents
with such designations, if any, as may be determined by the Board of Directors,
a Secretary, a Treasurer, and such other officers as may from time to time be
appointed by the Board of Directors. Any two or more offices may be held by the
same person.
The officers of the Corporation shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors, held after each annual
meeting of stockholders. Vacancies or new offices may be filled at any time.
Each officer shall hold office until his successor shall have been duly elected
or appointed or until his death or until he shall resign or shall have been
removed by the Board of Directors.
Section 4.2. Removal. Any officer may be removed by the
majority vote of the Board of Directors whenever in its judgment the
best interests of the Corporation would be served thereby.
Section 4.3. President. The President shall be the Chief Executive Officer
of the Corporation and as such have, subject to the supervision and direction of
the Board of Directors or of the Executive Committee, general supervision of the
business, property and affairs of the Corporation and the powers vested in him
by the Board of Directors and by law or which usually attach or pertain to such
office. He shall preside at meetings of the stockholders and of the Board of
Directors and of the Executive Committee, if any.
Section 4.4. The Executive Vice President. The Executive Vice President
shall perform such duties as may be assigned from time to time by the President,
the Board of Directors or the Executive Committee. The Executive Vice President
may sign, with the Secretary, certificates for shares of the Corporation. The
Executive Vice President may sign deposits, checks, contracts, and agreements,
settlements, leases, notes, mortgages or claims on behalf of the Corporation,
and such other documents as the President, the Board of Directors or the
Executive Committee may direct.
Section 4.5. The Vice Presidents. The Vice Presidents shall perform such
duties as may be assigned to them from time to time by the President, the Board
of Directors or the Executive Committee.
Section 4.6. The Treasurer. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine. He
shall: (a) have charge and custody of and be responsible for all funds and
securities of the Corporation; receive and give receipts for moneys in the name
of the Corporation in such banks, trust companies, or other depositories as
shall be selected in accordance with the provisions of Article V of these
Bylaws; (b) in general perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned to him by
the President, the Board of Directors or the Executive Committee.
Section 4.7. The Secretary. The Secretary shall have the custody of the
Corporate Seal and the Secretary or any Assistant Secretary shall affix the same
to all instruments or papers requiring the seal of the Corporation. The
Secretary, or in his absence, any Assistant Secretary, shall see that proper
notices are sent of the meetings of the stockholders, the Board of Directors,
and the Executive Committee, and shall see that all proper notices are given as
required by these Bylaws. The Secretary or any Assistant Secretary shall keep
the minutes of all meetings of the Stockholders and Directors and all committees
which may request their services.
Section 4.8. Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a Director of the
Corporation. The Corporation may enter into employment contracts, compensation
packages, insurance programs, stock option programs, retirement programs,
guarantee agreements with such officers, consultants and employees of the
Company as the Board of Directors, in its sole discretion, shall determine to be
in the best interest of the Corporation.
Article V
Contracts, Loans, Checks, and Deposits
Section 5.1. Contracts. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances. The President and
Executive Vice Presidents shall have general authority to execute contracts,
loans, mortgages, liens, leases, checks and deposits in the ordinary course of
business unless otherwise provided by a resolution of the Board of Directors or
the Executive Committee or these Bylaws.
Section 5.2. Loans. No loans shall be contracted on behalf of
the Corporation and no evidences of indebtedness, shall be issued in
its name unless authorized by a resolution of the Board of
Directors. Such authority may be general or confined to specific
instances.
Section 5.3. Checks, Drafts, etc. All checks, drafts, or other orders for
the payment of money, notes, or other evidences of indebtedness issued in the
name of the Corporation, shall be signed by such officer or officers, agent, or
agents of the Corporation and in such a manner as shall from time to time be
determined by resolution of the Board of Directors.
Section 5.4. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies, or other depositories as the Board of Directors may
select.
Article VI
Certificates for Shares and Their Transfer
Section 6.1. Certificates for Shares. Certificates representing shares of
the Corporation shall be in such form as may be determined by the Board of
Directors. Such certificates shall be signed by the President, and by the
Treasurer or such other officers as are authorized by the Board of Directors,
and shall be sealed with the Seal of the Corporation. The seal may be a
facsimile. If a stock certificate is countersigned (i). by a transfer agent
other than the Corporation or its employee, or (ii) by a registrar other than
the Corporation or its employee, any other signature on the certificate may be a
facsimile. In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent, or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue. All certificates
for shares and any stock rights, or options or warrants shall be consecutively
numbered or otherwise identified. The name of the person to whom the shares,
rights, warrants or options represented thereby are issued, with the number of
shares or rights and date of issue, shall be entered on the books of the
Corporation. All certificates surrendered to the Corporation for transfer shall
be canceled and no new certificates shall be issued until the former certificate
for a like number of shares shall have been surrendered and canceled, except
that in case of a lost, destroyed, or mutilated certificate a new one may be
issued therefor upon such terms and indemnity to the Corporation as the Board of
Directors may prescribe. In most cases the sworn affidavit of the owner that
certificates have been lost, destroyed, or mutilated, the provision of a
replacement bond satisfactory to Corporation counsel, and a commitment to return
the prior shares to the Corporation should they be found with a personal promise
to indemnify the Corporation from any and all losses arising from or as a result
of the replacement should be satisfactory.
Section 6.2. Transfer of Shares. Transfers of shares of the Corporation
shall be made only on the books of the Corporation by the holder of record
thereof or by his legal representative, who shall furnish proper evidence of
authority to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation, and on
surrender for cancellation of the certificate for such shares. The person in
whose name shares stand on the books of the Corporation shall be deemed the
owner thereof for all purposes as regards the Corporation.
Article VII
Fiscal Year
Section 7.1. Fiscal Year. The fiscal year of the Corporation
shall begin on the first day of January in each year and end on the last
day of December in each year.
Article VIII
Seal
Section 8.1. Seal. The Board of Directors shall provide a
corporate seal which shall be in the form of a circle and shall have
inscribed thereon the name of the Corporation.
Article IX
Waiver of Notice
Section 9.1 Waiver of Notice. Whenever any notice whatever is required to
be given under the provisions of these Bylaws or under the provisions of the
Certificate of Incorporation or under the provisions of the General Corporation
Law of Delaware, waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice. Attendance of any person at a
meeting for which any notice whatever is required to be given under the
provisions of these Bylaws, the Certificate of Incorporation or the General
Corporation Law of Delaware shall constitute a waiver of notice of such meeting,
except when the person attends for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.
Article X
Amendments
Section 10.1. Amendments. These Bylaws may be altered, amended,
or repealed and new Bylaws may be adopted at any meeting of the Board of
Directors of the Corporation by the affirmative vote of a majority of
the members of the Board.
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ANGEL MUNOZ, CHAIRMAN OF THE BOARD
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SCOTT VILLANEUVA, SECRETARY