ATLANTIC COAST AIRLINES, INC.
Incorporated Under the Laws of the State of Delaware
RESTATED BY-LAWS
ARTICLE I
OFFICES
The registered office of Atlantic Coast Airlines, Inc. (the
"Corporation") in Delaware shall be at 1209 Orange Street in the City of
Wilmington, County of New Castle, in the State of Delaware, and The
Corporation Trust Company shall be the resident agent of this Corporation in
charge thereof. The Corporation may also have such other offices at such
other places, within or without the State of Delaware, as the Board of
Directors may from time to time designate or the business of the Corporation
may require.
ARTICLE II
STOCKHOLDERS
Section 2.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of Delaware, as may be designated by resolution of
the Board of Directors from time to time. At the annual meeting, any business
may be transacted and any corporate action may be taken whether stated in the
notice of meeting or not, except as otherwise expressly provided by statute or
the Restated Certificate of Incorporation of the Corporation (the "Restated
Certificate").
Section 2.2. Special Meetings. Special meetings of stockholders for
any purpose or purposes may be called at any time by the Board of Directors,
or by a committee of the Board of Directors which has been duly designated by
the Board of Directors and whose powers and authority, as expressly provided
in a resolution of the Board of Directors, include the power to call such
meetings, but such special meetings may not be called by any other person or
persons. Special meetings shall be held at such place or places within or
without the State of Delaware as shall from time to time be designated by the
Board of Directors and stated in the notice of such meeting. At a special
meeting, no business shall be transacted and no corporate action shall be
taken other than that stated in the notice of the meeting.
Section 2.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting
shall be given which shall state the place, date and hour of the meeting, and,
in the case of a special meeting, the purpose or purposes for which the
meeting is called. Unless otherwise provided by law, the Restated Certificate
of Incorporation or these by-laws, the written notice of any meeting shall be
given not less than ten nor more than 60 days before the date of the meeting
to each stockholder entitled to vote at such meeting. If mailed, such notice
shall be deemed to be given when deposited in the mail, postage prepaid,
directed to the stockholder at his address as it appears on the records of the
corporation.
Section 2.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting, the Corporation may transact any business
which might have been transacted at the original meeting. If the adjournment
is for more than 30 days or, if after the adjournment, a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.
Section 2.5. Quorum. Except as otherwise provided by law, the Restated
Certificate of Incorporation or these by-laws, at each meeting of
stockholders, the presence in person or by proxy of the holders of shares of
stock having a majority of the votes which could be cast by the holders of all
outstanding shares of stock entitled to vote at the meeting shall be necessary
and sufficient to constitute a quorum. In the absence of a quorum, the
stockholders so present may, by majority vote, adjourn the meeting from time
to time in the manner provided in Section 2.4 of these by-laws until a quorum
shall attend. Shares of its own stock belonging to the Corporation or to
another corporation, if a majority of the shares entitled to vote in the
election of directors of such other corporation is held, directly or
indirectly, by the Corporation, shall neither be entitled to vote nor be
counted for quorum purposes; provided, however, that the foregoing shall not
limit the right of the Corporation to vote stock, including but not limited to
its own stock, held by it in a fiduciary capacity.
Section 2.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his absence, by the Vice
Chairman of the Board, if any, or in his absence, by the President, or in his
absence, by a Vice President, or in the absence of the foregoing persons, by a
chairman designated by the Board of Directors, or in the absence of such
designation, by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting. To the maximum extent
permitted by law, such presiding person shall have the power to set procedural
rules, including but not limited to, rules respecting the time allotted to
stockholders to speak, governing all aspects of the conduct of such meetings.
Section 2.7. Voting; Proxies. Except as otherwise provided by the
Restated Certificate of Incorporation, each stockholder entitled to vote at
any meeting of stockholders shall be limited to one vote for each share of
stock held by him which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders may authorize
another person or persons to act for him by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting
in person or by filing an instrument in writing revoking the proxy or another
duly executed proxy bearing a later date with the Secretary of the
Corporation. Voting at meetings of stockholders need not be by written ballot
and need not be conducted by inspectors of election unless so determined by
the holders of shares of stock having a majority of the votes which could be
cast by the holders of all outstanding shares of stock entitled to vote
thereon which are present in person or by proxy at such meeting. At all
meetings of stockholders for the election of directors, a plurality of the
votes cast shall be sufficient to elect. All other elections and questions
shall, unless otherwise provided by law, the Restated Certificate of
Incorporation or these by-laws, be decided by the vote of the holders of
shares of stock having a majority of the vote which could be cast by the
holders of all shares of stock entitled to vote thereon which are present in
person or represented by proxy at the meeting.
Section 2.8. Fixing Date for Determination of Stockholders of Record.
In order that the Corporation may determine the stockholders entitled to
notice of, or to vote at, any meeting of stockholders 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 a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted by the Board of Directors and which record date: (1) in the case of
determination of stockholders entitled to vote at any meeting of stockholders
or adjournment thereof, shall, unless otherwise required by law, not be more
than 60 nor less than ten days before the date of such meeting; (2) in the
case of determination of stockholders entitled to express consent to corporate
action in writing without a meeting, shall not be more than ten days from the
date upon which the resolution fixing the record date is adopted by the Board
of Directors; and (3) in the case of any other action, shall not be more than
60 days prior to such other action. If no record date is fixed: (1) 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; (2) the record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting when no prior action
of the Board of Directors is required by law, shall be the first date on which
a signed written consent setting forth the action taken or proposed to be
taken is delivered to the Corporation in accordance with applicable law, or,
if prior action by the Board of Directors is required by law, shall be at the
close of business on the day on which the Board of Directors adopts the
resolution taking such prior action; and (3) the record date for determining
stockholders for any other purpose shall be at the close of business on the
day on which the Board of Directors adopts the resolution relating thereto. 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 2.9. List of Stockholders Entitled to Vote. The Secretary
shall prepare and make, at least ten (10) 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 ten 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. Upon the willful neglect or refusal of the
directors to produce such a list at any meeting for the election of directors,
they shall be ineligible for election to any office at such meeting. The
stock ledger shall be the only evidence as to who are the stockholders
entitled to examine the stock ledger, the list of stockholders or the books of
the Corporation, or to vote in person or by proxy at any meeting of
stockholders.
Section 2.10. Action By Consent of Stockholders. Unless otherwise
restricted by the Restated Certificate of Incorporation, any action required
or permitted to be taken at any annual or special meeting of the stockholders
may be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Prompt notice of
the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing.
ARTICLE III
BOARD OF DIRECTORS
Section 3.1. Number; Qualifications. The Board of Directors of the
Corporation shall consist of three or more members, the number thereof to be
determined from time to time by resolution of the Board of Directors.
Directors need not be stockholders.
Section 3.2. Election; Resignation; Vacancies. The Board of Directors
shall initially consist of the persons named as directors in the certificate
of incorporation, and each director so elected shall hold office until the
first annual meeting of stockholders or until his successor is elected and
qualified. At the first annual meeting of stockholders and at each annual
meeting thereafter, the stockholders shall elect directors each of whom shall
hold office for a term of one year or until his successor is elected and
qualified. Any director may resign at any time upon written notice to the
Corporation. Such resignation shall take effect at the time specified
therein, and if no time be specified, at the time of its receipt by the
President. The acceptance of a resignation shall not be necessary to make it
effective, unless so specified therein.
Any newly created directorship or any vacancy occurring in the Board of
Directors for any cause may be filled by a majority of the remaining members
of the Board of Directors, although such majority is less than a quorum, or by
a plurality of the votes cast at a meeting of stockholders, and each director
so elected shall hold office until the expiration of the term of office of the
director whom he has replaced or until his successor is duly elected and
qualified.
Section 3.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware
and at such times as the Board of Directors may from time to time determine
and, if so determined, notices thereof need not be given.
Section 3.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the President, any Vice President, the Secretary,
or any member of the Board of Directors. Notice of a special meeting of the
Board of Directors shall be given by the person or persons calling the meeting
at least twenty-four hours before the special meeting.
Section 3.5. Notice and Place of Meetings. Meetings of the Board of
Directors may be held at the principal office of the Corporation, or at such
other place as shall be stated in the notice of such meeting. Notice of any
special meeting, and, except as the Board of Directors may otherwise determine
by resolution, notice of any regular meeting also, shall be mailed to each
director addressed to him at his residence or usual place of business at least
two days before the day on which the meeting is to be held, or if sent to him,
at such place by telegraph or cable, or delivered personally or by telephone,
not later than the day before the day on which the meeting is to be held. No
notice of the annual meeting of the Board of Directors shall be required if it
is held immediately after the annual meeting of the stockholders and if a
quorum is present.
Section 3.6. Business Transacted at Meetings, etc. Any business may be
transacted and any corporate action may be taken at any regular or special
meeting of the Board of Directors at which a quorum shall be present, whether
such business or proposed action be stated in the notice of such meeting or
not, unless special notice of such business or proposed action shall be
required by statute.
Section 3.7. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of which all persons participating
in the meeting can hear each other, and participation in a meeting in
accordance with this Section 3.7 shall constitute presence in person at such
meeting.
Section 3.8. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board of Directors shall constitute
a quorum for the transaction of business. Except in cases in which the
Restated Certificate of Incorporation or these by-laws otherwise provide, the
vote of a majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors. The members of the Board
of Directors shall act only as the Board of Directors and the individual
members thereof shall not have any powers as such.
Section 3.9. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his absence by the
Vice Chairman of the Board, if any, or in his absence by the President, or in
their absence, by a chairman chosen at the meeting. The Secretary shall act
as secretary of the meeting, but in his absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.
Section 3.10. Informal Action by Directors. Unless otherwise
restricted by the Restated Certificate of Incorporation or these by-laws, any
action required or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof, may be taken without a meeting if all
members of the Board of Directors or such committee, as the case may be,
consent thereto in writing and the writing or writings are filed with the
minutes of proceedings of the Board of Directors or such committee.
Section 3.11. Removal. Any director may be removed, only for cause by
the holders of a majority of shares entitled to vote at any special meeting of
stockholders of the Corporation called for that purpose.
Section 3.12. Compensation. Directors shall be entitled to such
compensation for their services as may be approved by resolution of the Board
of Directors, including, if so approved by resolution of the Board of
Directors, a fixed sum and expenses for attendance at each regular or special
meeting of the Board of Directors or any committee thereof. No such payment
shall preclude any director from serving the Corporation in any other capacity
and receiving compensation therefor.
Section 3.13. Action by Consent of the Board of Directors. Any action
required or permitted to be taken at any meeting of the Board of Directors, or
of any committee thereof, may be taken without a meeting if all members of the
Board or committee, 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
or committee.
Section 3.14. Meetings Through Use of Communications Equipment.
Members of the Board of Directors, or any committee designated by the Board of
Directors, shall, except as otherwise provided by law, the Restated
Certificate of Incorporation or these by-laws, have the power to participate
in a meeting of the Board of Directors, or any committee, by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such
participation shall constitute presence in person at the meeting.
ARTICLE IV
COMMITTEES
Section 4.1. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation. The Board of Directors 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 the 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 place of any such absent or disqualified member. Any
such committee, to the extent permitted by law and 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 no such
committee shall have such power or authority in reference to amending the
Restated 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 the Restated Certificate of Incorporation expressly
so provide, no committee shall have the power or authority to declare a
dividend, to authorize the issuance of stock or to adopt a certificate of
ownership and merger as provided by law. Such committee or committees shall
have such name or names as may be determined from time to time by resolution
adopted by the Board of Directors. Each committee shall keep regular minutes
of its meetings and report the same to the Board of Directors when required.
Members of special or standing committees shall be entitled to receive such
compensation for serving on such committees as the Board of Directors shall
determine.
Section 4.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such
rules each committee shall conduct its business in the same manner as the
Board of Directors conducts its business pursuant to Article IV of these by-
laws.
ARTICLE V
OFFICERS
Section 5.1. Executive Officers; Election; Qualifications; Term of
Office; Resignation; Removal; Vacancies. The officers of the Corporation
shall be elected or appointed by the Board of Directors and may include, at
the discretion of the Board, a President, a Secretary, a Chairman of the
Board, one or more Vice Presidents, one or more Assistant Secretaries, a
Treasurer and one or more Assistant Treasurers and any other officers as may
be elected or appointed from time to time by the Board. Each such officer
shall hold office until the first meeting of the Board of Directors after the
annual meeting of stockholders next succeeding his election, and until his
successor is elected and qualified or until his earlier resignation or
removal. Any officer may resign at any time upon written notice to the
Corporation. The Board of Directors may remove any officer with or without
cause at any time, but such removal shall be without prejudice to the
contractual rights of such officer, if any, with the Corporation. Except as
otherwise provided by law, any number of offices may be held by the same
person. Any vacancy occurring in any office of the Corporation by death,
resignation, removal or otherwise may be filled for the unexpired portion of
the term by the Board of Directors at any regular or special meeting.
Section 5.2. Chairman of the Board. The Chairman of the Board, if any,
shall be elected as provided in Section 3.2 of these by-laws, shall preside at
all meetings of the Board of Directors and shall have such other powers and
duties as may from time to time be prescribed by the Board of Directors, upon
directions given to them pursuant to resolutions duly adopted by the Board of
Directors.
Section 5.3. President. The President shall be the chief executive
officer of the Corporation, shall have general and active management of the
business of the corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. The President shall preside
at all meetings of the stockholders. The President shall execute bonds,
mortgages and other contracts requiring a seal, under the seal of the
corporation, except (i) where required or permitted by law to be otherwise
signed and executed or (ii) delegated by the Board of Directors to some other
officer or agent of the Corporation.
Section 5.4. Vice President. In the absence of the President or in the
event of his inability or refusal to act, the Vice President (or in the event
there be more than one Vice President, the Vice Presidents in the order
designated by the directors, or in the absence of any designation, then in the
order of their election) shall perform the duties of the President, and when
so acting, shall have all the powers of and be subject to all the restrictions
upon the President. The Vice Presidents shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.
Section 5.5. Secretary. The Secretary shall attend all meetings of the
Board of Directors and all meetings of the stockholders and record all the
proceedings of the meetings of the Corporation and of the Board of Directors
in a book to be kept for that purpose. He shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the Board
of Directors, and shall perform such other duties as may be prescribed by the
Board of Directors or the President, under whose supervision he shall be. He
shall have custody of the corporate seal of the Corporation and he, or an
Assistant Secretary, shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by his signature or by
the signature of such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the corporation
and to attest the affixing by his signature.
Section 5.6. Assistant Secretary. The Assistant Secretary, or if there
by more than one, the Assistant Secretaries in the order determined by the
Board of Directors (or, if there be no such determination, then in the order
of their election) shall, in the absence of the Secretary, or in the event of
his inability or refusal to act, perform the duties and exercise the powers of
the Secretary and shall perform such other duties and have such other powers
as the Board of Directors may from time to time prescribe.
Section 5.7. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the President and the Board of Directors, at its regular meetings, or when the
Board of Directors, at its regular meetings, or when the Board of Directors so
requires, an account of all his transactions as Treasurer and of the financial
condition of the Corporation.
If required by the Board of Directors, he shall give the corporation a
bond (which shall be renewed every six years) in such sum and with such surety
or sureties as shall be satisfactory to the Board of Directors for the
faithful performance of the duties of his office and for the restoration to
the Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the Corporation.
Section 5.8. Assistant Treasurer. The Assistant Treasurer, or if there
shall be more than one, the Assistant Treasurers in the order determined by
the Board of Directors (or if there be no such determination, then in the
order of their election) shall in the absence of the Treasurer, or in the
event of his inability or refusal to act, perform the duties and exercise the
powers of the Treasurer and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.
Section 5.9. Other Officers. Other officers, including one or more
additional vice-presidents, assistant secretaries or assistant treasurers, may
from time to time be appointed by the Board of Directors, which other officers
shall have such powers and perform such duties as may be assigned to them by
the Board of Directors or the officer or committee appointing them.
Section 5.10. Resignation. Any officer of the Corporation may resign
at any time. Such resignation shall be in writing and shall take effect at
the time specified therein, and if no time be specified, at the time of its
receipt by the President or the Secretary. The acceptance of a resignation
shall not be necessary in order to make it effective, unless so specified
therein.
Section 5.11. Filing of Vacancies. A vacancy in any office shall be
filled by the Board of Directors or by the authority appointing the
predecessor in such office.
Section 5.12. Compensation. The compensation of the officers shall be
fixed by the Board of Directors, or by any committee upon whom power in that
regard may be conferred by the Board of Directors.
ARTICLE VI
CAPITAL STOCK
Section 6.1. Certificates. Certificates of capital stock shall be in
such form as shall be approved by the Board of Directors. They shall be
numbered in the order of their issue and shall be signed by the President and
the Secretary and the seal of the Corporation or a facsimile thereof shall be
impressed or affixed or reproduced thereon, provided, however, that where such
certificates are signed by a transfer agent or an assistant transfer agent or
by a transfer clerk acting on behalf of the Corporation and a registrar, the
signatures of the President and the Secretary may be a facsimile thereof. 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.
Section 6.2. Registration and Transfer of Shares. The name of each
person owning a share of the capital stock of the Corporation shall be entered
on the books of the Corporation together with the number of shares held by
him, the numbers of the certificates covering such shares and the dates of
issue of such certificates. The shares of stock of the Corporation shall be
transferable on the books of the Corporation by the holders thereof in person,
or by their duly authorized attorneys or legal representatives, on surrender
and cancellation of certificates for a like number of shares, accompanied by
an assignment or power of transfer endorsed thereon or attached thereto, duly
executed, and with such proof of the authenticity of the signature as the
Corporation or its agents may reasonably require. A record shall be made of
each transfer.
The Board of Directors may make other and further rules and regulations
concerning the transfer and registration of certificates for stock and may
appoint a transfer agent or registrar or both and may require all certificates
of stock to bear the signature of either or both.
Section 6.3. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The holder of any stock of the Corporation shall
immediately notify the Corporation of any loss, theft, destruction or
mutilation of the certificate therefor. The Corporation may issue a new
certificate of stock in place of any certificate theretofore issued by it,
alleged to have been lost, stolen or destroyed, and the Corporation may
require the owner of the lost, stolen, or destroyed certificate, or his legal
representative, to give the Corporation a bond sufficient to indemnify it
against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of such new
certificate, or may remit such owner to such remedy or remedies as he may have
under the laws of the State of Delaware.
Section 6.4. Certificates Issued for Partly Paid Shares. Certificates
may be issued for partly paid shares and in such case upon the face and back
of the certificates issued to represent any such partly paid shares the total
amount of consideration to be paid therefor, and the amount paid thereon shall
be specified.
Section 6.5. Facsimile Signatures. Any of or all the signatures on the
certificates may be 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.
ARTICLE VII
INDEMNIFICATION
Section 7.1. The Corporation shall be authorized to indemnify any
person entitled to indemnity under the General Corporation Law of the State of
Delaware as the same exists or may hereafter be amended ("DGCL") to the
fullest extent permitted by the DGCL; provided, however, that the Corporation
shall not be permitted to indemnify any person in connection with any
proceeding initiated by such person, unless such proceeding is authorized by a
majority of the directors of the Corporation.
Section 7.2. Alternative Sources of Funding. The Corporation may
create a trust fund, purchase a letter of credit or obtain other sources of
funding, which the Board of Directors determines to be in the best interest of
the Corporation, to secure payment or proper advances and indemnification
under this Article VII or under Article VIII of the Restated Articles of
Incorporation.
ARTICLE VIII
DIVIDENDS, SURPLUS, ETC.
Section 8.1. General Discretion of Directors. The Board of Directors
shall have power to fix and vary the amount to be set aside or reserved as
working capital of the Corporation, and, subject to the requirements of the
Restated Certificate of Incorporation, to determine whether any, if any, part
of the surplus or net profits of the Corporation shall be declared as
dividends and paid to the stockholders, and to fix the date or dates for the
payment of dividends.
ARTICLE IX
MISCELLANEOUS
Section 9.1. Fiscal year. The fiscal year of the Corporation shall be
determined by resolution of the Board of Directors.
Section 9.2. Corporate Seal. The corporate seal shall have the name of
the Corporation inscribed thereon and shall be in such form as may be approved
from time to time by the Board of Directors. The corporate seal may be used
by causing it or a facsimile thereof to be impressed or affixed or reproduced
otherwise.
Section 9.3. Notices. Except as otherwise expressly provided, any
notice required by these By-laws to be given shall be sufficient if given by
depositing the same in a post office or letter box in a sealed postpaid
wrapper addressed to the person entitled thereto at his address, as the same
appears upon the books of the Corporation, or by faxing, telegraphing or
cabling the same to such person at such addresses; and such notice shall be
deemed to be given at the time it is mailed, faxed, telegraphed or cabled.
Section 9.4. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Any written waiver of notice, signed by the person entitled
to notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting 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. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.
Section 9.5. Deposits. All funds of the Corporation shall be deposited
from time to time to the credit of the Corporation in such bank or banks,
trust companies or other depositories as the Board of Directors may select,
and, for the purpose of such deposit, checks, drafts, warrants and other
orders for the payment of money which are payable to the order of the
Corporation, may be endorsed for deposit, assigned and delivered by any
officer of the Corporation, or by such agents of the Corporation as the Board
of Directors, the President or the Secretary may authorize for that purpose.
Section 9.8. Voting Stock of Other Corporations. Except as otherwise
ordered by the Board of Directors, the President or the Secretary shall have
full power and authority on behalf of the Corporation to attend and to act and
to vote at any meeting of the stockholders of any corporation of which the
Corporation is a stockholder and to execute a proxy to any other person to
represent the Corporation at any such meeting, the President or the Secretary
or the holder of any such proxy, as the case may be, shall possess and may
exercise any and all rights and powers incident to ownership of such stock and
which, as owner thereof the Corporation might have possessed and exercised if
present. The Board of Directors may from time to time confer like powers upon
any other person or persons.
Section 9.9. Interested Directors; Quorum. No contract or transaction
between the Corporation and one or more of its directors or officers, or
between the Corporation and any other corporation, partnership, association,
or other organization in which one or more of its directors or officers are
directors or officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because the director or officer is present
at or participates in the meeting of the Board of Directors or committee
thereof which authorizes the contract or transaction, or solely because his or
their votes are counted for such purpose, if (1) the material facts as to his
relationship of interest and as to the contract or transaction are disclosed
or are known to the Board of Directors of the committee, and the Board of
Directors or committee in good faith authorizes the contract or transaction by
the affirmative votes of a majority of the disinterested directors, even
though the disinterested directors be less than a quorum; or (2) the material
facts as to his relationship or interest and as to the contract or transaction
are disclosed or are known to the stockholders entitled to vote thereon, and
the contract or transaction is specifically approved in good faith by the vote
of the stockholders; or (3) the contract or transaction is fair as to the
Corporation as of the time it is authorized, approved or ratified, by the
Board of Directors, a committee thereof, or the stockholder. Common or
interested directors may be counted in determining the presence of a quorum at
a meeting of the Board of Directors or of a committee which authorizes the
contract or transaction.
Section 9.10. Form of Records. Any records maintained by the
Corporation in the regular course of its business, including its stock ledger,
books of account, and minute books, may be kept on, or be in the form of,
punch cards, magnetic tape, photographs, microphotographs, or any other
information storage device, provided that the records so kept can be converted
into clearly legible form within a reasonable time. The Corporation shall so
convert any records so kept upon the request of any person entitled to inspect
the same.
Section 9.11. Amendment of By-Laws. These by-laws may be altered or
repealed, and new by-laws made, by the Board of Directors, but the
stockholders may make additional by-laws and may alter and repeal any by-laws
whether adopted by them or otherwise.
SECRETARY'S CERTIFICATE
I, Edward J. Wegel, Secretary of Atlantic Coast Airlines, Inc., hereby
certify that the attached is a true, correct and complete copy of the By-Laws
of Atlantic Coast Airlines, as amended, if applicable as in effect on the date
hereof.
Date: June 15, 1993
______________//s//___________
Edward J. Wegel
Vice President
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