Exhibit 3.12
BY-LAWS OF
AMERICAN TRANS AIR TRAINING CORPORATION
ARTICLE I
Identification
A. Name. The name of the corporation is American Trans Air Training
Corporation (hereinafter referred to as the "Corporation").
B. Principal Office And Resident Agent. The principal office of the
Corporation shall be located at P.O. Box 51609, Indianapolis International
Airport, Indianapolis, Indiana 46251, and the Resident Agent shall be the
Corporate Secretary, Amtran, Inc., whose address is P.O. Box 51609,
Indianapolis, Indiana 46251.
C. Power To Change Principal Office And Resident Agent. The location
of its principal office or the designation of its Resident Agent, or both, may
be changed at any time, or from time to time, when authorized by the Board of
Directors, by filing with the Secretary of State a certificate signed by the
President and the Secretary or an Assistant Secretary of the Corporation, and
verified under oath by one of such officers signing the same, stating the change
to be made and reciting that such change is made pursuant to authorization by
the Board of Directors.
D. Place Of Keeping Corporate Books And Records. The books of account,
records, documents and papers of the Corporation shall be kept at its principal
office.
E. Seal. The Board of Directors of the Corporation may designate the
design and cause the Corporation to obtain and use a corporate seal. The
Corporation shall not be required to have a corporate seal or to use any
corporate seal it may have for any purpose whatsoever. The absence of the
impression of the corporate seal from any document shall not affect in any way
the validity or effect of such document.
F. Fiscal Year. The fiscal year of the Corporation shall be the
calendar year.
ARTICLE II
SHARES
A. Amount And Class. The total number of shares which the Corporation
shall have authority to issue is One Thousand (1,000) without par value. The One
Thousand (1,000) shares of the Corporation shall be known as the shares of
"Common Stock".
B. Consideration For Shares. The Board of Directors shall issue the
Common Stock of the Corporation in such manner and for such consideration as is
specifically provided in the Articles of Incorporation, or, to the extent no
specific provision is therein contained, in such manner
and for such amount of consideration as may be fixed from time to time by the
Board of Directors.
C. Subscription For Shares. Subscriptions for shares of the Common
Stock of the Corporation shall be paid to the Treasurer at such time or times,
in such installments or calls, and upon such terms, as shall be determined from
time to time by the Board of Directors.
D. Payment For Shares. Subject to the provisions of the Articles of
Incorporation, the consideration for the issuance of shares of the Common Stock
of the Corporation may be paid, in whole or in part, in money, in other
property, tangible or intangible, or in labor actually performed for, or
services actually rendered to, the Corporation; provided, however, that the part
of the surplus of the Corporation which is transferred to capital upon the
issuance of shares as a share dividend shall be deemed to be the consideration
for the issuance of such shares. When payment of the consideration for which a
share was authorized to be issued shall have been received by the Corporation,
such share shall be declared and taken to be fully paid and not liable to any
further call or assessment, and the holder thereof shall not be liable for any
further payments thereon. In the absence of actual fraud in the transaction, the
judgment of the Board of Directors as to the value of such property, labor or
services shall be conclusive. Promissory Notes, uncertified checks for future
services shall not be accepted in payment or part payment for any of the Common
Stock of the Corporation.
E. Certificate For Shares. Every shareholder of shares in the
Corporation shall be entitled to have a certificate signed in the name of the
Corporation by the President and by the Secretary, certifying the number of
shares owned by the shareholder. In case any officer who has signed shall have
ceased to be such officer before such certificate is issued, it may be issued by
the Corporation with the same effect as if such person were an officer at the
date of issue. No new certificates shall be issued until the former certificate
for the shares represented thereby shall have been surrendered and cancelled
except in the case of a lost or destroyed certificate for which the Board may
order a new certificate to be issued upon such terms, conditions and guarantees
that the Board may see fit to impose, including the filing of sufficient
indemnity.
F. Certificates Issued Prior To Payment. If any certificate
representing shares of the Common Stock of the Corporation is issued, but the
shares represented thereby are not fully paid up, such certificate shall be
legibly stamped to indicate the per centum which has been paid up, and as
further payments are made thereon, the certificates shall be stamped
accordingly.
G. Transfer Of Stock. The Common Stock of the Corporation shall be
transferable only on the books of the Corporation upon surrender of the
certificate or certificates representing the same, properly endorsed by the
registered holder or by his duly authorized attorney, such an endorsement or
endorsements to be witnessed by one witness. The requirement for such witnessing
may be waived in writing upon the form of endorsement by the President of the
Corporation.
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H. Lost, Stolen Or Destroyed Certificates. The Corporation may issue a
new certificate for shares of Common Stock in place of any certificate
theretofore issued and alleged to have been lost, stolen or destroyed, but the
Board of Directors may require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to furnish affidavits as to such loss,
theft or destruction and to give a bond in such form and substance, and with
such surety or sureties, with fixed or open penalty, as it may direct to
indemnify the Corporation against any claim that may be made on account of the
alleged loss, theft or destruction of such certificate.
ARTICLE III
MEETINGS OF SHAREHOLDERS
A. Place Of Meetings. All meetings of the shareholders of the
Corporation shall be held at such place, within or without the State of Indiana,
as may be specified in the respective notices or waivers of notice thereof, or
proxies to represent shareholders thereat.
B. Annual Meetings. The annual meeting of the Shareholders for the
election of Directors, and for the transaction of such other business as may
properly come before the meeting, shall be held on the 25th day of March of each
year, if such day is not a legal holiday, and if a holiday, then on the first
following day that is not a legal holiday. Failure to hold the annual meeting at
the designated time shall not work any forfeiture or a dissolution of the
Corporation.
C. Special Meetings. Special meetings of the shareholders may be
called by the President, by the Board of Directors or by shareholders holding of
record not less than one-fourth of all the shares of Common Stock outstanding
and entitled by the Articles of Incorporation to vote on the business proposed
to be transacted thereat; and shall be called by the President or Vice President
at the request in writing of shareholders holding of record not less than a
majority of all the shares of Common Stock outstanding and entitled by the
Articles of Incorporation to vote on the business for which the meeting is being
called.
D. Notice Of Meetings. A written or printed notice stating the place,
day and hour of the meeting, and, in the case of a special meeting or when
otherwise required by any provision of the Indiana General Corporation Act, the
Articles of Incorporation or the By-Laws, the purpose or purposes for which the
meeting is called, shall be delivered or mailed by the Secretary or by the
officers or persons calling the meeting to each holder of Common Stock of the
Corporation at the time entitled to vote, at such address as appears upon the
records of the Corporation, at least ten (10) days before the date of the
meeting. Notice of any such meeting may be waived in writing by any shareholder
if the waiver sets forth in reasonable detail the purpose or purposes for which
the meeting is called, and the time and place thereof. Attendance at any
meeting, in person or by proxy, shall constitute a waiver of notice of such
meeting. Each shareholder who has in the manner above provided waived notice of
a shareholders' meeting, or who personally attends a shareholders' meeting, or
is represented by a proxy
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duly authorized to appear by an instrument of proxy complying with the
requirements hereinafter set forth, shall be conclusively presumed to have been
given due notice of such meeting.
E. Addresses Of Shareholders. The address of any shareholder appearing
upon the records of the Corporation shall be deemed to be the same address as
the latest address of such shareholder appearing on the records maintained by
the Secretary of the Corporation.
F. Voting. Every holder of Common Stock shall have the right, at every
meeting of the shareholders of the Corporation, with respect to every matter to
be voted upon, to one (1) vote for each share of Common Stock standing in his
name on the books of the Corporation.
G. Proxies. A shareholder may vote either in person or by proxy
executed in writing by the shareholder or a duly authorized attorney-in-fact.
No proxy shall be valid after eleven (11) months from the date of its execution,
unless a longer time is expressly provided herein.
H. Quorum. At any meeting of shareholders, a majority of the shares of
the Common Stock outstanding and entitled to vote, represented in person or by
proxy, shall constitute a quorum.
I. Order Of Business. The order of business at the annual meetings,
and so far as practicable at all other meetings of shareholders, shall be:
Proof of due notice of meeting.
Call of roll.
Reading and disposal of any unapproved minutes.
Annual reports of Offices and Committees.
Unfinished business.
New business.
Election of Directors.
Adjournment.
J. Action Without Meeting. Any action required or permitted to be
taken at any meeting of the shareholders may be taken without a meeting if,
prior to such action, a consent in writing setting forth the action so taken is
signed by all the shareholders entitled to vote with respect thereto, and such
written consent is filed with the proceedings of the shareholders.
ARTICLE IV
DIRECTORS
A. General Powers. The business and affairs of the Corporation shall
be managed by its Board of Directors.
B. Number, Election And Qualification. At each annual meeting of the
shareholders, the Directors shall be elected by the holders of the Common Stock
entitled by the Articles of Incorporation to elect Directors.
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Directors shall be elected for a term of one (1) year; however, they shall hold
office until their respective successors are chosen and qualified. Unless
changed by an appropriate amendment of this paragraph, the business of the
Corporation shall be managed by a Board of Directors. Directors need not be
shareholders of the Corporation. The term of any incumbent Director shall not be
shortened at any time by a decrease in the number of Directors caused by any
change in the By-Laws of the Corporation.
C. Annual Meeting. The Board of Directors shall meet each year
immediately after the annual meeting of the shareholders at the place where such
meeting of the shareholders has been held, for the purpose of organization,
election of Officers and consideration of any other business that may properly
be brought before the meeting. No notice shall be necessary for the holding of
this annual meeting. If such meeting is not held as above provided, the election
of Officers may be held at any subsequent meeting of the Board specifically
called in the manner provided in Article IV, paragraph D below.
D. Special Meetings. Special meetings of the Board of Directors may be
called at any time by the President and shall be called on the written request
of any member of the Board of Directors. Notice of such a special meeting shall
be sent by the Secretary to each Director at his residence or usual place of
business by first-class letter at such time that such notice would reach such
place during the second day immediately preceding the day for such meeting; or
may be delivered by the Secretary to a Director personally at any time during
such second preceding day. At any meeting at which all Directors are present,
notice of the time, place and purpose thereof shall be deemed waived; and
notice may be waived by absent Directors. Such meetings may be held at any place
within or without the State of Indiana, as may be specified in the respective
notices, or waivers of notice thereof.
E. Quorum. A majority of the actual number of Directors elected and
qualified, from time to time shall be necessary to constitute a quorum.
F. Vacancies. Any vacancy occurring in the Board of Directors, caused
by removal, resignation, death or other incapacity, or increase in the number of
Directors, may be filled by a majority vote of the remaining members of the
Board of Directors until the next annual or special meeting of the shareholders.
If the vote of the remaining members of the Board shall result in a tie, and
such tie vote is not broken by a successive vote within twenty-four hours, such
vacancy shall be filled by vote of the shareholders at a special meeting called
for the purpose.
G. Action Without Meeting. 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, prior to such action, a written consent is filed
with the minutes of proceedings of the Board of Directors or committee.
H. Removal. Any Director may be removed, either with or without cause,
at any special meeting of the shareholders by the affirmative vote of a majority
in number of shares of the shareholders of record present in person or by proxy
and entitled to vote for the election of Directors, if
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notice of the intention to act upon such matter shall have been given in the
notice calling such meeting. If the notice calling such meeting shall so
provide, the vacancy caused by such removal may be filled at such meeting by
vote for the election of Directors.
I. Powers Of Directors. The Board of Directors shall exercise all the
power of the Corporation, subject to the restrictions imposed by law, by the
Articles of Incorporation or by the By-Laws.
ARTICLE V
OFFICERS
A. Number. The officers of the Corporation shall consist of the
President, Vice President, Secretary, Treasurer and such other subordinate
officers as may be chosen by the Board of Directors at such time and in such
manner and for such terms as the Board of Directors may prescribe. Any two or
more offices may be held by the same person, except that the President shall not
concurrently hold office as Secretary.
B. Election, Term Of Office And Qualification. The officers shall be
chosen annually by the Board of Directors. Each officer shall hold office until
his successor is chosen and qualified, or until his death, or until he shall
have resigned, or shall have been removed in the manner hereinafter provided.
C. Removal. Any officer may be removed either with or without cause,
at any time, by the vote of a majority of the actual number of Directors,
elected and qualified, from time to time, at a special meeting called for the
purpose.
D. Resignations. Any officer may resign at any time by giving written
notice to the Board of Directors, or to the President or the Secretary. Such
resignation shall take effect at the time specified therein, and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
E. Vacancies. Whenever any vacancies shall occur in any office by
death, resignation, removal, increase in the number of offices of the
Corporation or otherwise, the same shall be filled by the Board of Directors,
and the officer so elected shall hold office during the remainder of the term
for which his successor was elected or as otherwise provided herein.
F. President. The President, who shall be chosen from among the
Directors, shall preside at all meetings of shareholders and Directors,
discharge all the duties which devolve upon a presiding officer, and perform
such other duties as the By-Laws provide or the Board of Directors may
prescribe. The President shall have full authority to execute proxies on behalf
of the Corporation, to vote stock owned by it in any other corporations, and to
execute, with the Secretary powers of attorney appointing other corporations,
partnerships or individuals the agent of the
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Corporation, all subject to the provisions of the Indiana General Corporation
Act, the Articles of Incorporation and the By-Laws.
G. Vice President. The Vice President shall perform all duties
incumbent upon the President during the absence or disability of the President,
and perform such other duties as the By-Laws may require or the Board of
Directors may prescribe.
H. Secretary. The Secretary shall attend all meetings of the
shareholders and of the Board of Directors and shall keep or cause to be kept in
a book provided for the purpose a true and complete record of the proceedings of
such meetings, and shall perform a like duty for all standing committees
appointed by the Board of Directors, when required. He shall attend to the
giving and serving of all notices of the Corporation, and shall perform such
other duties as the By-laws may require or the Board of Directors may prescribe.
I. Treasurer. The Treasurer shall keep correct and complete records of
account, showing accurately at all times the financial condition of the
Corporation. He shall be the legal custodian of all monies, notes, securities
and other valuables which may from time to time come into the possession of the
Corporation. He shall immediately deposit all funds of the Corporation coming
into his hands in some reliable bank or other depository to be designated by the
Board of Directors, and shall keep such bank account in the name of the
Corporation. He shall furnish at meetings of the Board of Directors, or whenever
requested, a statement of the financial condition of the Corporation, and shall
perform such other duties as the By-Laws may require or the Board of Directors
may prescribe.
J. Delegation Of Authority. In case of the absence of any Officer of
the Corporation, or for any other reason that the Board may deem sufficient, the
Board may delegate the powers or duties of such officer to any other officer or
to any Director, for the time being, provided a majority of the entire Board
concurs.
ARTICLE VI
LIMITATION OF LIABILITY
A. Limitation Of Liability. No person shall be liable to the
Corporation and the Corporation shall indemnify its officers, Directors and
employees for any loss or damage suffered by it or them on account of any action
taken or omitted to be taken in good faith, if such person:
(i) exercised the care of an ordinary prudent man and with
reasonable belief that the questioned conduct was in the best
interests of the Corporation; or
(ii) took or omitted to take such action in reliance upon advice
of counsel for the Corporation or upon statements made or information
furnished by Officers or employees of the Corporation which he or she
had reasonable grounds to believe, or upon a financial statement of
the Corporation prepared by
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an Officer or employee of the Corporation in charge of its accounts,
or certified by a public accountant or firm of public accountants; or
(iii) in good faith considered assets to have a value equal to
their book value or followed what he believed to be sound accounting
and business practice.
ARTICLE VII
CORPORATE ACTS, NEGOTIABLE INSTRUMENTS,
DEEDS, CONTRACTS AND STOCK
A. Execution Of Negotiable Instruments. All checks, drafts, bills of
exchange and orders for the payment of money of the Corporation shall, unless
otherwise directed by the Board of Directors, or unless otherwise required by
law, be signed by the President or by the Secretary or by the Treasurer. The
Board of Directors may, however, require that two or more of such officers must
sign checks, drafts, bills of exchange and orders for the payment of money by
the Corporation; and the Board of Directors may designate any employee or
employees of the Corporation, in addition to those named above, who may, in the
name of the Corporation, execute checks, drafts, bills of exchange and orders
for the payment of money by the Corporation or in its behalf.
B. Execution Of Deeds, Contracts, Etc. All deeds, notes, bonds and
mortgages made by the Corporation and all other written contracts and
agreements, other than those executed in the ordinary course of corporate
business, to which the Corporation shall be a party shall be executed in its
name by the President, the Vice President or by any other officer so authorized
by the Board of Directors, acting by resolution; and the Secretary, when
necessary or required, shall attest the execution thereof.
C. Ordinary Contracts And Agreements. All written contracts and
agreements into which the Corporation enters in the ordinary course of business
operation shall be executed by any Officer of the Corporation or by any other
employee of the Corporation designated by the Board of Directors, acting by
resolution, to execute such contracts and agreements.
D. Endorsement Of Certificates For Shares. Unless otherwise directed
by the Board of Directors, any share or shares issued by any corporation and
owned by the Corporation (including re-acquired shares of the Corporation) may,
for sale or transfer, be endorsed in the name of the Corporation by the
President or Vice President, and such endorsement shall be duly attested by the
Secretary.
E. Voting Of Shares Owned By Corporation. Unless otherwise directed by
the Board of Directors, any share or shares issued by any other corporation and
owned or controlled by the Corporation may be voted at any shareholders' meeting
of such other corporation by the President of the Corporation if he be present,
or in his absence by the Vice President of the Corporation. Whenever, in the
judgment of the President, it is desirable for the Corporation to execute a
proxy or give a shareholder's consent in
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respect to any share or shares issued by any other corporation and owned by the
Corporation, such proxy or consent shall be executed in the name of the
Corporation by the President or the Vice President of the Corporation. Any
person or persons designated in the manner above stated as the proxy or proxies
of the Corporation shall have full right, power and authority to vote the share
or shares issued by such other corporation and owned by the Corporation in the
same manner as such share or shares might be voted by the Corporation.
ARTICLE VIII
AMENDMENTS
A. Amendment Of By-Laws. The power to make, alter, amend or repeal the
By-Laws of the Corporation is vested in the Board of Directors, but such action
shall be taken only at a meeting of the Board specifically called for such
purpose or by written consent as provided in Article IV, paragraph G of these
By-Laws.
Larry D. McEnroe
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Larry D. McEnroe, Secretary
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