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Exhibit 3.15
ARTICLES OF INCORPORATION
OF
CHICAGO EXPRESS AIRLINES, INC.
ARTICLE ONE
Name
The name of the corporation is Chicago Express Airlines, Inc.
ARTICLE TWO
Authorized Shares
The total number of shares of all classes which the Corporation has
authority to issue is 1,300,000 of which 1,000,000 shares shall be designated as
"Common Stock," and 300,000 shares shall be designated as "Preferred Stock."
The designations and the preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption of the shares of each class of stock are as
follows:
PREFERRED STOCK
The Preferred Stock may be issued from time to time by the Board of
Directors as shares of one or more series. The description of shares of each
series of Preferred Stock, including any preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption shall be as set forth in
resolutions adopted by the Board of Directors, and articles of amendment shall
be filed with the Georgia Secretary of State as required by law to be filed with
respect to issuance of such Preferred Stock, prior to the issuance of any shares
of such series.
The Board of Directors is expressly authorized, at any time, by
adopting resolutions providing for the issuance of, or providing for a change in
the number of, shares of any particular
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series of Preferred Stock and, if and to the extent from time to time required
by law, by filing articles of amendment which are effective without Shareholder
action to increase or decrease the number of shares included in each series of
Preferred Stock, but not below the number of shares then issued, and to set or
change in any one or more respects the designations, preferences, conversion or
other rights, voting powers, restrictions, limitations as to dividends,
qualifications, or terms and conditions of redemption relating to the shares of
each such series. Notwithstanding the foregoing, the Board of Directors shall
not be authorized to change the right of holders of the Common Stock of the
Corporation to vote one vote per share on all matters submitted for shareholder
action. The authority of the Board of Directors with respect to each series of
Preferred Stock shall include, but not be limited to, setting or changing the
following:
(a) the annual dividend rate, if any, on shares of such series, the
items of payment and the date from which dividends shall be accumulated, if
dividends are to be cumulative;
(b) whether the shares of such series shall be redeemable and, if so,
the redemption price and the terms and conditions of such redemption;
(c) the obligation, if any, of the Corporation to redeem shares of
such series pursuant to a sinking fund;
(d) whether shares of such series shall be convertible into, or
exchangeable for, shares of stock of any other class or classes and, if so, the
terms and conditions of such exchange, including the price or prices or the rate
or rates of conversion or exchange and the terms of adjustment, if any;
(e) whether the shares of such series shall have voting rights. In
addition to the voting rights provided by law, and, if so, the extent of such
voting rights;
(f) the rights of the shares of such series in the event of voluntary
or involuntary liquidation, dissolution or winding-up of the Corporation; and
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(g) any other relative rights, powers, preferences, qualifications,
limitations or restrictions thereof relating to such series.
The shares of Preferred Stock of any one series shall be identical
with each other in all respects except as to the dates from and after which
dividends thereon shall cumulate, if cumulative.
COMMON STOCK
Subject to all of the rights of the Preferred Stock as expressly
provided herein, by law or by the Board of Directors pursuant to this Article
Two, the Common Stock of the Corporation shall possess all such rights and
privileges as are afforded to capital stock by applicable law in the absence of
any express grant of rights or privileges in the Corporation's Articles of
Incorporation, including, but not limited to, the following rights and
privileges:
(a) dividends may be declared and paid or set apart for payment upon
the Common Stock out of any assets or funds of the Corporation legally available
for the payment of dividends;
(b) the holders of Common Stock shall have the right to vote for the
election of directors and on all other matters requiring stockholder action,
each share being entitled to one vote; and
(c) upon the voluntary or involuntary liquidation, dissolution or
winding-up of the Corporation, the net assets of the Corporation available for
distribution shall be distributed pro rata to the holders of the Common Stock in
accordance with their respective rights and interests.
ARTICLE THREE
Registered Office and Agent
The initial registered office of the corporation is located at 1201
Peachtree Street, N.E., Atlanta, Georgia 30361. The initial registered agent of
the corporation at its registered office is CT Corporation System.
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ARTICLE FOUR
Incorporator
The name and address of the incorporator is as follows:
William H. Avery
Alston & Bird
100 Galleria Parkway
Suite 1200
Atlanta, Georgia 30339
ARTICLE FIVE
Principal Office
The mailing address of the initial principal office of the corporation
is 1777 Phoenix Parkway, Suite 303, Atlanta, Georgia 30349.
ARTICLE SIX
Limitation of Director Liability
6.1 A director of the corporation shall not be personally liable to
the corporation or its shareholders for monetary damages for breach of duty of
care or other duty as a director, except for liability (i) for any
appropriation, in violation of his duties, of any business opportunity of the
corporation, (ii) for acts or omissions which involve intentional misconduct or
a knowing violation of law, (iii) of the types set forth in Section 14-2-832 of
the Georgia Business Corporation Code, or (iv) for any transaction from which
the director derived an improper personal benefit.
6.2 Any repeal or modification of the provisions of this Article by
the shareholders of the corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
corporation with respect to any act or omission occurring prior to the effective
date of such repeal or modification.
6.3 If the Georgia Business Corporation Code is hereafter amended to
authorize the further elimination or limitation of the liability of directors,
then the liability of a director of the
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corporation, in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by the amended Georgia
Business Corporation Code.
6.4 In the event that any of the provisions of this Article (including
any provision within a single sentence) is held by a court of competent
jurisdiction to be invalid, void or otherwise unenforceable, the remaining
provisions are severable and shall remain enforceable to the fullest extent
permitted by law.
ARTICLE SEVEN
Initial Board of Directors
The initial Board of Directors shall consist of two members whose
names and addresses are as follows:
Carol J. Brady
1777 Phoenix Parkway, Suite 303
Atlanta, Georgia 30349
Bryan K. Bedford
1777 Phoenix Parkway, Suite 303
Atlanta, Georgia 30349
ARTICLE EIGHT
Shareholder Action by Less Than Unanimous Written Consent
Any action that is required or permitted to be taken at a meeting of
the shareholders may be taken without a meeting if the action is taken by
persons who would be entitled to vote at a meeting shares having voting power to
cast not less than the minimum number (or numbers, in the case of voting by
groups) of votes that would be necessary to authorize or take such action at a
meeting at which all shareholders entitled to vote were present and voted. The
action must be evidenced by one or more written consents describing the action
taken, signed by shareholders entitled to take action without a meeting and
delivered to the corporation for inclusion in the minutes or filing with the
corporate records.
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IN WITNESS WHEREOF, the undersigned executes these Articles of
Incorporation this 12th day of February, 1993.
William H. Avery
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Incorporator
ALSTON & BIRD
100 Galleria Parkway
Suite 1200
Atlanta, Georgia 30339
(404) 881-7000
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