EXHIBIT 4.2
AMENDED BY-LAWS*
OF
AAR CORP.
A Delaware Corporation
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL OFFICE. The principal office shall be at
229 South State Street, in the City of Dover, County of Kent, State of Delaware,
and the name of the resident agent in charge thereof is THE PRENTICE-HALL
CORPORATION SYSTEM, INC.
SECTION 2. OTHER OFFICES. The corporation may also have an
office or offices at such other place or 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 require.
ARTICLE II
STOCKHOLDERS' MEETINGS
SECTION 1. TIME. The annual meeting of the stock-
holders of the corporation for the election of directors and the transaction of
such other business as may properly come before such meeting shall be held each
year on the second Wednesday in October at three o'clock P.M. (Chicago time), or
if said day be a legal holiday, then on the next succeeding day not a legal
holiday, or shall be held on such other time and date as shall be determined by
the Board of Directors. A special meeting of the stockholders
*as of April 12, 1994
shall be held on the date and at the time fixed by those persons authorized by
the Certificate of Incorporation to call such meeting.
SECTION 2. PLACE. Annual meetings and special meetings shall be
held at such place, within or without the State of Delaware, as the directors
may, from time to time, fix. Whenever the directors shall fail to fix such
place, the meeting shall be held at the registered office of the corporation in
the State of Delaware.
SECTION 3. CALL. Annual meetings may be called by the directors
or by any officer instructed by the directors to call the meeting.
SECTION 4. NOTICE OR WAIVER OF NOTICE. Written notice of all
meetings shall be given, stating the place, date and hour of the meeting. The
notice of an annual meeting shall state that the meeting is called for the
election of directors and for the transaction of other business which may
properly come before the meeting, and shall (if any other action which could be
taken at a special meeting is to be taken at such annual meeting), state the
purpose or purposes. The notice of a special meeting shall in all instances
state the purpose or purposes for which the meeting is called. If any action is
proposed to be taken which would, if taken, entitle stockholders to receive
payment for their shares of stock, the notice shall include a statement of that
purpose and to that effect. Except as otherwise provided by the General
Corporation Law, a copy of the notice of any meeting shall be
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given, personally or by mail, not less than ten days nor more than sixty days
before the date of the meeting, unless the lapse of the prescribed period of
time shall have been waived, and directed to each stockholder at his record
address or at such other address which he may have furnished by request in
writing to the Secretary of the corporation. Notice by mail shall be deemed to
be given when deposited, with postage thereon prepaid, in the United States
mail. If a meeting is adjourned to another time, not more than thirty days
hence, and/or to another place, and if an announcement of the adjourned time
and/or place is made at the meeting, it shall not be necessary to give notice of
the adjourned meeting unless the directors, after adjournment, fix a new record
date for the adjourned meeting. Notice need not be given to any stockholder who
submits a written waiver of notice by him before or after the time stated
therein. Attendance of a person at a meeting of stockholders shall constitute a
waiver of notice of such meeting, except when the stockholder 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 need be specified in any written
waiver of notice.
SECTION 5. STOCKHOLDER LIST. The officer who has charge of the
stock ledger of the corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged
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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 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.
The stock ledger shall be the only evidence as to who are the stockholders
entitled to examine the stock ledger, the list required by this section or the
books of the corporation, or to vote in person or by proxy at any meeting of
stockholders.
SECTION 6. CONDUCT OF MEETING. Meetings of the stockholders shall
be presided over by one of the following officers in the order of seniority and
if present and acting -- the Chairman of the Board, if any, the Vice-Chairman of
the Board, if any, the President, Executive Vice President, a Vice President,
or, if none of the foregoing is in office and present and acting, by a chairman
to be chosen by the stockholders. The person presiding over the meeting shall
have authority to prescribe the agenda for the meeting and to control the length
and order of discussion. The Secretary of the corporation, or in his absence,
an Assistant
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Secretary, shall act as Secretary of every meeting, but if neither the Secretary
nor an Assistant Secretary is present, the Chairman of the meeting shall appoint
a secretary of the meeting.
SECTION 7. PROXY REPRESENTATION. Every stockholder may authorize
another person or persons to act for him by proxy in all matters in which a
stockholder is entitled to participate, whether by waiving notice of any
meeting, voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and as long
as, it is coupled with an interest sufficient in law to support an irrevocable
power. A power may be made irrevocable regardless of whether the interest with
which it is coupled is an interest in the stock itself or an interest in the
corporation generally.
SECTION 8. INSPECTORS AND JUDGES. The directors, in advance of
any meeting, may, but need not, appoint one or more inspectors of election or
judges of the vote, as the case may be, to act at the meeting or any adjournment
thereof. If an inspector or inspectors or judge or judges are not appointed,
the person presiding at the meeting may, but need not, appoint one or more
inspectors or judges. In case any person who may be appointed as an inspector
or judge fails to appear or act, the vacancy may be filled by appointment made
by the directors in advance of the
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meeting or at the meeting by the person presiding thereat. Each inspector or
judge, if any, before entering upon the discharge of his duties, shall take and
sign an oath faithfully to execute the duties of inspector or judges at such
meeting with strict impartiality and according to the best of his ability. The
inspectors or judges, if any, shall determine the shares of stock represented at
the meeting, the validity and effect of proxies, and shall receive votes,
ballots or consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the results, and do such acts as are proper to conduct the
election or vote with fairness to all stockholders. On request of the person
presiding at the meeting, the inspector or inspectors or judge or judges, if
any, shall make a report in writing of any challenge, question or matter
determined by him or them and execute a certificate of any fact found by him or
them.
SECTION 9. QUORUM. The holders of a majority of the outstanding
shares of stock present or represented by proxy at any such meeting of
stockholders shall constitute a quorum at such meeting for the transaction of
any business. The stockholders present may adjourn the meeting despite the
absence of a quorum.
SECTION 10. VOTING. Each share of stock shall entitle the holder
thereof to one vote. In the election of directors, a plurality of the votes
cast shall elect. Any other action shall be authorized by a majority of the
votes cast except where the General Corporation Law prescribes a different
percentage of votes and/or
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a different exercise of voting power. In determining whether a proposal has
been approved, shares abstaining or not voting but otherwise present at the
meeting will not be counted as having been voted on the proposal. All elections
of directors shall be written ballots. Voting by ballot shall not be required
for any other corporate action except as otherwise provided by the General
Corporation Law.
ARTICLE III
DIRECTORS
SECTION 1. NUMBER AND QUORUM. a. The Board of Directors shall
consist of between three and fifteen directors, with the exact number of
directors to be fixed from time to time by the Board of Directors pursuant to a
resolution adopted by a majority of the Board of Directors then in office.
b. A majority of the members of the Board of Directors acting at a
meeting duly assembled, shall constitute a quorum for the transaction of
business; provided, however, that, whenever the corporation is permitted by law
to have only one director, then, and, in that event only, one director shall
constitute a quorum. If at any meeting of the Board of Directors there shall be
less than a quorum present, a majority of those present may adjourn the meeting,
without further notice from time to time until a quorum shall have been
obtained. Except as otherwise provided by law, by the Certificate of
Incorporation, or these by-laws, the act of the directors at a meeting at which
a quorum is present shall be the
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act of the Board. Member or members of the Board of Directors shall be deemed
present at a meeting if such person or persons are participating in the meeting
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other.
SECTION 2. MEETINGS. Meetings of the Board of Directors shall be
held at such place within or outside the State of Delaware as may from time to
time be fixed by resolution of the Board of Directors, or as may be specified in
the notice of the meeting. Regular meetings of the Board of Directors shall be
held at such times as may from time to time be fixed by resolution of the Board
of Directors, and special meetings may be held at any time upon the call of the
Chairman of the Board or, in the absence of the Chairman of the Board, the
President or any Vice President or the Secretary or any two directors by oral,
telegraphic or written notice duly served on or sent or mailed to each director
not less than two days before such meeting. A meeting of the Board of Directors
may be held without notice immediately after the annual meeting of
Notice need not be given of regular meetings of the Board of Directors. The
notice of any meeting need not specify the purpose of the meeting. Any
requirement of furnishing a notice shall be waived by any director who signs a
written waiver of such notice before or after the time stated therein. Further,
the attendance of a director at any meeting shall constitute a waiver of notice
of such meeting, except where a director attends a meeting for the purpose of
objecting, at the
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beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.
SECTION 3. COMMITTEES. a. The Board of Directors shall appoint
from among its members the following committees: audit, compensation,
nominating and executive. These committees shall consist of such number, shall
have such powers and duties, and the members thereof shall otherwise serve as
shall from time to time be prescribed by the Board of Directors.
b. The Board of Directors may, in its discretion, by the affirmative
vote of a majority of the whole Board of Directors, appoint other committees
which shall have and may exercise such powers and duties as shall be conferred
or authorized by the resolutions appointing them.
c. A majority of any committee appointed pursuant to the provisions of
a. and b. above, if such committee be composed of more than two members, may
determine its action and fix the time and place of its meetings unless the Board
of Directors shall otherwise provide. The Board of Directors shall have power
at any time to fill vacancies in, to change the membership of, or to discharge
any such committee.
d. Any and all actions by any committee shall be reported to the Board
of Directors at the board meeting succeeding such action.
SECTION 4. DIVIDENDS. Subject always to the provisions of the
law and the Certificate of Incorporation, the Board of Directors shall have full
power to determine whether any, and if any, what part of any, funds legally
available for the payment of
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dividends shall be declared in dividends and paid to stockholders; the division
of the whole or any part of such funds of the corporation shall rest wholly
within the lawful discretion of the Board of Directors, and it shall not be
required at any time, against such discretion, to divide or pay any part of such
funds among or to the stockholders as dividends or otherwise; and the Board of
Directors may fix a sum which may be set aside or reserved over and above the
capital paid in of the corporation as working capital for the corporation or as
a reserve for any proper purpose, and from time to time may increase, diminish,
and vary the same in its absolute judgment and discretion.
SECTION 5. INTENTIONALLY OMITTED.
SECTION 6. INFORMAL ACTION. 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 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 or proceedings of the board or committee.
ARTICLE IV
OFFICERS
SECTION 1. NUMBER. The Board of Directors, as soon as may be
after the election thereof held in each year, shall elect a Chairman of the
Board, President, Secretary, Chief Financial Officer, and Treasurer, and from
time to time may appoint a Vice Chairman of the Board, one or more Vice
Presidents and such
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Assistant Secretaries, Assistant Treasurers and such other officers, agents and
employees as it may deem proper. Any two offices may be held by the same
person. More than two offices other than the offices of Chairman of the Board
or President and Secretary may be held by the same person. The Chairman, the
Vice Chairman and the President may, but need not, be chosen from among the
directors. The Treasurer shall report to the Chief Financial Officer if not
also elected to the position of Chief Financial Officer.
SECTION 2. TERM AND REMOVAL. The term of office of all officers
shall be one year and until their respective successors are elected and qualify,
but any officer may be removed from office, either with or without cause, at any
time by the affirmative vote of a majority of the members of the Board of
Directors then in office. A vacancy in any office arising from any cause may be
filled for the unexpired portion of the term by the Board of Directors.
SECTION 3. POWERS AND DUTIES. The Chairman of the Board shall be
the Chief Executive Officer of the corporation, shall preside at all meetings of
the Board of Directors, shall have such powers and perform such duties as are
assigned to him by these by-laws, and shall have such other powers and perform
such other duties as generally pertains to his office. In the absence or
disability of the Chairman of the Board, the Vice Chairman of the Board, if one
has been appointed, shall assume the duties, powers and position of the said
Chairman. The President shall be the
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Chief Operating Officer and, in the absence or disability of the Chairman of the
Board and the Vice Chairman of the Board, if the latter has been appointed, the
President shall assume the duties, powers and position of the said Chairman.
The remaining officers of the corporation shall each have such powers and duties
as generally pertain to their respective offices, as well as such powers and
duties as from time to time may be conferred by the Board of Directors. The
Vice President or Vice Presidents, the Assistant Secretary or Assistant
Secretaries and the Assistant Treasurer or Assistant Treasurers shall, in the
order of their respective seniorities, in the absence or disability of the
President, Secretary or Treasurer, respectively, perform the duties of such
officer and shall generally assist the President, Secretary or Treasurer,
respectively; provided, however, and notwithstanding anything hereinabove to the
contrary, that if the Board of Directors designates a Vice President as an
Executive Vice President, he shall perform the duties of the President in his
absence or disability, regardless of the order of seniority of said Executive
Vice President to the other Vice Presidents.
SECTION 4. VOTING CORPORATION'S SECURITIES. Unless otherwise
ordered by the Board of Directors, the Chairman of the Board, or in the event of
his inability to act, the President, or in the event of his inability to act,
the Vice President designated by the Board of Directors to act in the absence of
the President, shall have full power and authority on behalf of the corporation
to attend and to act and to vote at any meetings of security holders
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of corporations in which the corporation may hold securities, and at such
meetings shall possess and may exercise any and all rights and powers incident
to the ownership of such securities, and which as the owner thereof the
corporation might have possessed and exercised, if present. The Board of
Directors, by resolution from time to time, may confer like powers upon any
other person or persons.
ARTICLE V
CERTIFICATES OF STOCK
SECTION 1. FORM AND TRANSFERS. The interest of each stockholder
of the corporation shall be evidenced by certificates for shares of stock,
certifying the number of shares represented thereby and in such form not
inconsistent with the Certificate of Incorporation as the Board of Directors may
from time to time prescribe.
Upon compliance with any provisions restricting the transferability of
shares that may be set forth in the Certificate of Incorporation, these by-laws,
or any written agreement in respect thereof, transfers of shares of the capital
stock of the corporation shall be made only on the books of the corporation by
the registered holder thereof, or by his attorney thereunto authorized by power
of attorney duly executed and filed with the Secretary of the corporation, or
with a transfer clerk or a transfer agent appointed as in Section 4 of this
Article provided, and on surrender of the certificate or certificates for such
shares
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properly endorsed and the payment of all taxes thereon. The person in whose
name shares of stock stand on the books of the corporation shall be deemed the
owner thereof for all purposes as regards the corporation; provided that
whenever any transfer of shares shall be made for collateral security, and not
absolutely, such fact, if known to the Secretary of the corporation, shall be so
expressed in the entry of transfer. The Board may, from time to time, make such
additional rules and regulations as it may deem expedient, not inconsistent with
these by-laws, concerning the issue, transfer, and registration of certificates
for shares of the capital stock of the corporation.
The certificates of stock shall be signed by or in the name of the company
by the Chairman or Vice Chairman of the Board of Directors, or the President or
a Vice President, and by the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer, certifying the number of shares owned by
such named holder, and sealed with the seal of the corporation. Such seal may
be a facsimile, engraved or printed. Any of or all the signatures on the
certificate may be facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the company with the same
effect as if he were such officer, transfer agent or registrar at the date of
issue.
SECTION 2. RECORD DATE FOR STOCKHOLDERS. For the
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purpose of determining the stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or to express consent to or
dissent from any corporate action in writing without a meeting, or for the
purpose of determining stockholders entitled to receive payment of any dividend
or other distribution or the 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 directors may fix, in advance, a
date as the record date for any such determination of stockholders. Such date
shall not be more than sixty days nor less than ten days before the date of such
meting, nor more than sixty days prior to any other action. If no record date
is fixed: (1) the record date for the determination of 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 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 by the Board
of Directors is necessary, shall be the day on which the first written consent
is expressed; and (3) the record date for determining stockholders for any other
purpose shall be the close of business on the day on which the Board of
Directors adopts the resolution relating thereto. When a determination of
stockholders of record entitled to notice of or to vote at any meeting of
stockholders has been made as provided in this paragraph, such determination
shall apply to any adjournment thereof; provided,
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however, that the Board of Directors may fix a new record date for the adjourned
meeting.
SECTION 3. LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATES. No
certificates for shares of stock in the corporation shall be issued in place of
any certificate alleged to have been lost, destroyed or stolen, except on
production of such evidence of such loss, destruction or theft and on delivery
to the corporation, if the Board of Directors shall so require, of a bond of
indemnity in such amount (not exceeding twice the value of the shares
represented by such certificate), upon such terms and secured by such surety as
the Board of Directors may in its discretion require.
SECTION 4. TRANSFER AGENT AND REGISTRAR. The Board of Directors
may appoint one or more transfer clerks or one or more transfer agents and one
or more registrars, and may require all certificates of stock to bear the
signature or signatures of any of them.
SECTION 5. EXAMINATION OF BOOKS BY STOCKHOLDERS. The Board shall
have power to determine, from time to time, whether and to what extent and at
what times and places and under what conditions and regulations the accounts and
books and documents of the corporation, or any of them, shall be open to the
inspection of the stockholders; and no stockholder shall have any right to
inspect any account or book or document of the corporation.
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ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of
June in each year and shall end on the last day of May next following, unless
otherwise determined by the Board of Directors.
ARTICLE VII
CORPORATE SEAL
The corporate seal of the corporation shall be in such form as the
Board of Directors shall prescribe.
ARTICLE VIII
AMENDMENTS
The by-laws of this corporation may be amended, altered or repealed
and new by-laws not inconsistent with any provision of the Certificate of
Incorporation, as amended, may be made (i) by the affirmative vote of a majority
of the members of the Board of Directors then in office, or (ii) by the
affirmative vote of the holders of at least 80% of the total voting power of all
shares of stock of this corporation entitled to vote in the election of
directors, considered for purposes of this Article VIII as one class.
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