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Exhibit 3.3
[GRAPHIC] ARTICLES OF AMENDMENT OF THE ------------------------------
ARTICLES OF INCORPORATION TODD ROKITA
State Form 38333(R 10/1-03) SECRETARY OF STATE
Approved by State Board of Accounts, 1995 CORPORATIONS DIVISION
302 W, Washington St., Rm., __ 18
Indianapolis, IN 46204
Telephone: (217) ________
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INSTRUCTIONS: Use 8 1/2" x 11" white paper for attachments. Indiana Code 23-1-38-1 et seq.
Present original and one copy to address in upper right hand corner of this form. Filing Fee: $30.00
Please TYPE or PRINT.
Please visit our office on the web at www.sos.in.gov
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ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF
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Name of Corporation Date of incorporation
American Trans Air, Inc. September 24, 1973
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The undersigned officers of the above referenced Corporation (hereinafter referred in as the "Corporation") existing pursuant
in the provisions of: (indicate appropriate act)
[X] Indiana Business Corporation Law [_] Indiana Professional Corporation Act of 1963
as amended (hereinafter referred to as the "Act"), dearing to give notice of corporate action effectuating amendment of certain
provisions of its Articles of Incorporation, certify the following facts:
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ARTICLE I Amendment(s)
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The exact text of Article(s) I. Name of the Articles of Incorporation is now as follows:
(NOTE: If amending the name of corporation, write Article "1" in space above and write "The name of the Corporation is
___________________" below.)
The name of the Corporation is ATA Airlines, Inc.
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ARTICLE II
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Date of each amendment's adoption:
February 20, 2003
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(Continued on the reverse side)
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ARTICLE III Manner of Adoption and Vote
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Mark applicable section: NOTE - Only in limited situations does Indiana law permit an Amendment without shareholder approval.
Because a name change requires shareholder approval, Section 2 must be marked and either A or B completed.
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[_] SECTION 1 This amendment was adopted by the Board of Directors or incorporators and shareholder action was not required.
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[X] SECTION 2 The shareholders of the Corporation entitled to vote in respect to the amendment adopted the proposed amendment.
The amendment was adopted by: (Shareholder approval may be by either A or B.)
A. Vote of such shareholders during a meeting called by the Board of Directors. The result of such vote is as
follows:
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Shares entitled to vote.
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Number of shares represented at the meeting.
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Shares voted in favor.
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Shares voted against.
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B. Unanimous written consent executed on February 20, 2003 and signed by all shareholders entitled to vote.
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ARTICLE IV Compliance with Legal Requirements
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The manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal
compliance with the provisions of the Act, the Article of Incorporation, and the By-Laws of the Corporation.
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I hereby verify, subject to the penalties of perjury, that the statements contained herein are true, this 20th day of
February, 2003.
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Signature of current officer or chairman of the board Printed name of officer or chairman of the board
Brian T. Hunt Brian T. Hunt
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Signator's title
Vice President and General Counsel
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APPROVED Corporate Form No.101 (Jan. 1971)--Page One
AND
FILED ARTICLES OF INCORPORATION
SEP 24 1973
Larry A. Conrad, Secretary of State of Indiana
[SIGNATURE ILLEGIBLE] Use White Paper--Size 8 1/2 x 11--For Inserts
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SECRETARY OF Filing Requirements-Present 2 Executed Copies
STATE OF INDIANA to Secretary of State, Room 155, State
House Indianapolis 46204
Recording Requirements--Recording of Articles
of Incorporation is no longer required by
the Indiana General Corporation Act.
ARTICLES OF INCORPORATION
OF
AMERICAN TRANS AIR, Inc.
The undersigned incorporator or incorporators, desiring to form a
corporation (hereinafter referred to as the "Corporation") pursuant to the
provisions of the Indiana General Corporation Act, as amended (hereinafter
referred to as the "Act,") execute the following Articles of Incorporation.
ARTICLE I
Name
The name of the Corporation is AMERICAN TRANS AIR, Inc.
ARTICLE II
Purposes
The purposes for which the Corporation is formed are:
(see attached)
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Page One (a)
AMERICAN TRANS AIR, Inc.
ARTICLE II-PURPOSES
(1). To engage in and conduct a general business of merchandising aircraft and
related products, parts and accessories, including without limitation, the
manufacture, assembly, purchase, sale, lease, license, franchise and otherwise
to deal in all of such products, to consult and instruct in the application and
use of aircraft and related products parts and accessories; all of such
merchandising consulting and instruction to be performed either alone or
together with any other person, firm or corporation, or any combination thereof,
as principal or agent, partner or co-adventurer, lessor or lessee, licensor or
licensee, franchisor, or franchisee, and in general to engage in any lawful
business or businesses which is reasonably calculated, directly or indirectly,
to promote the interests of the corporation and to enhance the value of its
properties;
(2). To sue and be sued in its corporate name;
(3). To have a corporate seal and to alter the same at pleasure;
(4). To acquire, own, hold, use, lease, mortgage, pledge, sell, convey or
otherwise dispose of property, real and personal, tangible and intangible.
(5). To make contracts and guarantees and incur liabilities, borrow money at
such rates of interest as the corporation may determine, issue its notes,
bonds, and other obligations, and secure any of its obligations by mortgage
or pledge of all or any of its property, franchises and income.
(6). To conduct business in this state and elsewhere; to have one (1) or more
offices out of this state; and to acquire, own, hold and use, and to lease,
mortgage, pledge, sell, convey or otherwise dispose of property, real and
personal, tangible and intangible, out of this state;
(7). To acquire, guarantee, hold, own and vote and to sell, assign, transfer,
mortgage, pledge or otherwise dispose of the shares, bonds, securities, or
evidences of indebtedness of any other corporation, domestic or foreign;
(8). To appoint such officers and agents as the business of the corporation may
require, and to define their duties and fix their compensation;
(9). To indemnify any director or officer or former director or officer of the
corporation, or any person who may have served at its request as a director
or officer of another corporation in which it owns shares or of which it is
a creditor, against expenses actually and reasonably incurred by him in
connection with the defense of any action, suit or proceeding, civil or
criminal, in which he is made a party by reason of being or having been
such director or officer, except in relation to matters as to which he
shall be adjudged in such action, suit or proceeding to be liable for
negligence or misconduct in the performance of duty: Provided, however,
that such indemnification shall not be deemed exclusive of any other rights
to which
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Page One (a)(continued)
those indemnified may be entitled under any provision of the Articles of
Incorporation, by-laws, resolution, or other authorization heretofore or
hereafter adopted, after notice; by a majority vote of all the voting
shares then issued and outstanding:
(10) To pay pensions and establish pension plans, pension trusts, profitsharing
and retirement plans, stock bonus plans, stock option plans and other
incentive plans for any or all of its directors, officers and employees.
(11) To make by-laws for the government and regulation of its affairs;
(12) To cease doing business and to dissolve and surrender its corporate
franchise; and
(13) To do all acts and things necessary, convenient or expedient to carry out
the purposes for which it is formed, but shall not be deemed to possess the
power of carrying on the business of receiving deposits of money, bullion
or foreign coins, or of issuing bills, notes or other evidences of debt for
circulation as money.
(14) The foregoing clauses shall be construed as powers as well as purposes, and
the matters expressed in such clause shall, except if otherwise expressly
provided, be in no wise limited, by reference to or inference from the
terms of any other clause, but shall be regarded as independent powers and
purposes; and the enumeration of specific powers and purposes shall not be
construed to limit or restrict in any manner the meaning of general terms
or the general powers of the corporation; nor shall the expression of one
thing be deemed to exclude another not expressed, although it be of like
nature. The corporation shall be authorized to exercise and enjoy all other
powers, rights and privileges granted by an Act of the General Assembly of
the State of Indiana entitled, "The Indiana General Corporation Act:,
approved March 16, 1929 to corporations organized thereunder, and all the
powers conferred by all the acts heretofore or hereafter amendatory of or
supplemental to the said Act or the said laws; and the enumeration of
certain powers as herein specified is not intended as exclusive of, or as a
waiver of, any of the powers, rights or privileges granted or conferred by
the said Act or the said laws now or hereafter in force; provided, however,
that the corporation shall not in any state, territory, district,
possession or county carry on any business or exercise any powers which a
corporation organized under the laws thereof could not carry on or
exercise.
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Corporate Form No: 1O1-Page Two
Prescribed by Larry A. Conrad, Secretary of State
(Jan. 1971)
ARTICLE III
Period of Existence
The period during which the Corporation shall continue is perpetual
ARTICLE IV
Resident Agent and Principal Office
Section 1. Resident Agent. The name and address of the Resident Agent in
charge of the Corporation's principal office is
J.George Mikelsons, 8850 E. Fall Creek Rd.
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(Name) (Number and Street or building)
Indianapolis Indiana 46256
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(City) (State) (Zip Code)
Section 2. Principal Office. The post office address of the principal
office of the Corporation is
8850 E, Fall Creek Rd., Indianapolis Indiana 46256
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(Number and Street or Building) (City) (State) (Zip Code)
ARTICLE V
Shares
Section 1. Number. The total number of shares which the Corporation has
authority to issue is l000 shares consisting of 0 shares with the par value of
$_______ per shares, and 1000 shares without par value.
Section 2. Terms.
The capital stock of this corporation shall be common voting no par value
stock all of the same class and with equal rights, preferences, limitations
and restrictions.
The directors may make distributions to shareholders out of capital surplus
from time to time to the extent permitted by law.
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Corporate Form No. 101--Page Three
Prescribed by Larry A. Conrad, Secretary
of State (Jan. 1971)
ARTICLE VI
Requirements Prior To Doing Business
The Corporation will not commence business until consideration of the value
of at least $1,000.00 (one thousand dollars) has been received for the issuance
of shares.
ARTICLE VII
Director(s)
Section 1. Number of Directors. The initial Board of Directors is composed
one (1) member(s).
The number of directors may be from time to time fixed by the By-Laws of
the Corporation at any number. In the absence of a By-Law fixing the number of
directors, the number shall be one (1).
Section 2. Names and Post Office Addresses of the Director(s). The name(s)
and post office address(es) of the initial Board of Director(s) of the
Corporation is (are):
Name Number and Street or Building City State Zip Code
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J. George Mikelsons, 8850 E. Fall Creek Rd., Indianapolis, Indiana 46256
Section 3. Qualifications of Directors. (If Any)
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Corporate Form No. 101--Page Four
Prescribed by Larry A. Conrad, Secretary of State
(Jan. 1971)
ARTICLE VIII
Incorporator(s)
The name(s) and post office address(__) of the incorporator(_) of the
Corporation is (____):
Name Number and Street or Building City State Zip Code
---- ----------------------------- ---- ----- --------
J. George Mikelsons, 8850 E. Fall Creek Rd., Indianapolis, Indiana 46256
ARTICLE IX
Provisions for Regulation of Business
and Conduct of Affairs of Corporation
Section 1. Code of By-Laws. The Board of Directors of the Corporation shall have
power, without the assent of vote of the shareholders, to make, alter, amend, or
repeal the Code of By-Laws of the Corporation, but the affirmative vote of a
majority of the members of the Board of Directors, for the time being, shall be
necessary to make such Code or to effect any alteration, amendment or repeal
thereof. All provisions for the regulation of the business and management of the
affairs of the corporation shall be stated in the By-Laws.
Section 2. Meetings of Shareholders. 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.
Any action which may be taken at a 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, shall be signed by all of the shareholders entitled to
vote with respect to the subject matter thereof, and such written consent is
filed with the minutes of the proceedings of the shareholders.
Section 3. Meetings of Directors. Meetings of the Directors 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. 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 to such action is signed by all members of the Board or of such
committee as the case may be, and such written consent is filed with the minutes
of proceedings of the Board or committee.
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Section 4. Interest of Directors in Contracts. Any contract or other transaction
between the Corporation or any corporation hereinafter formed in which this
Corporation owns all of the capital stock shall be valid and binding, regardless
of the fact that the officers and/or Directors, executing the contract on behalf
of this Corporation, are the same or a majority of them are the same or the
participating directors or officers are the same.
With the exception provided above, any contract or other transactions between
the Corporation and any one or more of its directors or between the Corporation
and any firm of which one or more of its Directors are members or employees, or
in which they are interested, or between the Corporation and any corporation or
association of which one or more of its Directors are stockholders, members,
directors, officers or employees, or in which they are interested, shall be
valid for all purposes, notwithstanding the presence of such Director or
Directors at the meeting of the Board of Directors which acts upon, or in
reference to, such contract or transaction and notwithstanding his or their
participation in such action, if the fact of such interest shall be disclosed or
known to the Board of Directors and the Board of Directors shall authorize,
approve and ratify such contract or transaction by a vote of a majority of the
Directors present, such interested Director or Directors to be counted in
determining whether a quorum is present, but not to be counted in calculating
the majority of such quorum necessary to carry such vote. This section shall not
be construed to invalidate any contract or other transaction which would
otherwise be valid under the common and statutory law applicable thereto.
Section 5. Additional Powers of Directors. In addition to the powers and
authorities hereinabove or by statute expressly conferred, the Board of
Directors is hereby authorized to exercise all such powers and do all such acts
and things as may be exercised or done by a corporation organized and existing
under the provisions of the Act.
Section 6. Amendment of Articles of Incorporation. The Corporation reserves the
right to alter, amend, or repeal any provisions contained in these Articles of
Incorporation in the manner now or hereafter prescribed by the provisions of the
Act, or any other pertinent enactment of the General Assembly of the State of
Indiana; and all rights and powers conferred hereby on shareholders, Directors
and officers of the Corporation are subject to such reserved right.
Section 7. Indemnification of Directors, Officers and Employees. The corporation
shall indemnify each person who is or was a director, officer or employee of
the corporation, or of any other corporation which he is serving or served in
any capacity at the request of the corporation, against any and all liability
and reasonable expense that may be incurred by him in connection with or
resulting from any claim, action, suit, or proceeding (whether actual or
threatened, brought by or in the right of the corporation or such other
corporation or otherwise, civil, criminal, administrative, investigative, or in
connection with an appeal relating thereto), in which he my become involved, as
a party or otherwise, by reason of his being or having been a director, officer,
or employee of the corporation or of such other corporation, or by reason of any
past or future action taken or not taken in his capacity as such director,
officer, or employee, whether or not he continues to be such at the time such
liability or expense is incurred, provided that such person acted in good faith,
in what he reasonably believed to be the best interests of the corporation or
such other corporation, as the case may be, and in addition, in any criminal
action or proceedings has no reasonable cause to believe that his conduct was
unlawful. As used in this Article IX the terms "liability" and "expense" shall
include, but shall not be limited to, attorneys' fees and
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disbursements and amounts of judgments, fines, or penalties against, and amounts
paid in settlement by, a director, officer, or employee. The termination of any
claim, action, suit, or proceeding, civil or criminal, by judgment, settlement
(whether with or without court approval) or conviction or upon a plea of guilty
or of nolo contendere, or its equivalent, shall not create a presumption that a
director, officer, or employee did not meet the standards of conduct set forth
in the first sentence of this Article IX.
Any such director, officer, or employee who has bean wholly successful, on the
merits or otherwise, with respect to any claim, suit, or proceeding of the
character described herein shall be entitled to indemnification as of right.
Except as provided in the preceding sentence, any indemnification hereunder
shall be made at the discretion of the corporation, but only if (1) the Board of
Directors, acting by a quorum consisting of directors who are not parties to or
who have been wholly successful with respect to such claim, action, suit, or
proceeding, shall find that the director, officer or employee has met the
standards of conduct set forth in the first sentence of this Article IX, (2)
independent legal counsel (who may be regular counsel of the corporation) shall
deliver to it their written opinion that such director, officer, or employee has
met such standards.
If several claims, issues, or matters of action are involved, any such person
may be entitled to indemnification as to some matters even though he is not so
entitled as to others.
The corporation may advance expenses to, or where appropriate may at its expense
undertake the defense of, any such director, officer or employee upon receipt of
an undertaking by or on behalf of such person to repay such expenses if it
should ultimately be determined that he is not entitled to indemnification under
this Article IX.
The provisions of this Article IX shall be applicable to claims, actions, suits
or proceedings made or commanded after the adoption hereof, whether arising from
acts or omissions to act occurring before or after the adoption hereof.
The rights of indemnification provided hereunder shall be in addition to any
rights to which any person concerned may otherwise be entitled by contract or as
a matter of law, and shall inure to the benefit of the heirs, executors, and
administrators of any such person.
Section 8. Removal of Directors. At a meeting of shareholders called expressly
for that purpose, directors may be removed in the manner provided in this
section. Any or all of the members of the board of directors may be removed,
with or without cause, by a vote of the holders of a majority of the shares then
entitled to vote at an election of directors.
If less than the entire board is to be removed, no one of the directors may be
removed if the votes cast against his removal would be sufficient to elect him
if then cumulatively voted at an election of the entire board of directors, or,
if there be classes of directors, at an election of the class of directors of
which he is a part.
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Section 9. Abandoned Property. After it remains unclaimed for a period of six
(6) years, any stock, dividend, demand obligation or past due obligation of this
corporation, interest, distribution or other claim against or obligation of this
corporation or fund or property held by this corporation to this corporation for
the six consecutive years last past, shall revert to end become the property of
this corporation. The secretary shall prepare a written claim of the corporation
to such fund, claim, income or property before the end of the seventh year after
its appropriate due date, distribution date or delivery date.
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Corporate Form No. 101--Page Five
Prescribed by Larry A. Conrad, Secretary of State
(Jan. 1971)
IN WITNESS WHEREOF, the undersigned, being the incorporator(s) designated
in Article VIII, execute these Articles of Incorporation and certify to the
truth of the facts herein stated, this 5th day of September, 1973.
J. George Mikelsons
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(Written Signature) (Written Signature)
J. George Mikelsons
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(Printed Signature) (Printed Signature)
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(Written Signature)
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(Printed Signature)
STATE OF INDIANA }
} SS:
COUNTY OF Marion }
I, the undersigned, a Notary Public duly commissioned to take
acknowledgements and administer oaths in the State of Indiana, certify that J.
George Mikelsons, being the sole of the incorporator(s) referred to in Article
VIII of the foregoing Articles of Incorporation, personally appeared before me;
acknowledged the execution thereof; and swore to the truth of the facts therein
stated.
Witness my hand and Notarial Seal this 5th day of September, 1973.
Dorothy L. Dean
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(Written Signature)
DOROTHY L. DEAN
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(Printed Signature)
My Commission Expires: Notary Public
Nov. 19, 1974
This instrument was prepared by Gordon E. Wilson, Attorney at Law,
(Name)
P. O. Box 26425, Indianapolis, Indiana 46226
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(Number and Street or Building) (City) (State) (Zip Code)
Phone: 849-7219
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[GRAPHIC] ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION
State Form 38333R / Corporate Form No. 102 (June 1964)
Articles of Amendment (Amending Individual Articles Only)
Prescribe by Edwin J. Simcox, Secretary of State of Indiana
Recording Requirements-Recording of Articles of Amendments in the office of the County Recorder is generally no longer required
by the Indiana General Corporation Act. However, if the name of the corporation is changed by this amendment, a certified copy
of the certificate of Amendment must be filed with the recorder of every county in which the corporation owns real estate.
Instructions: Present 2 Originally Signed and Fully Executed Copies to:
SECRETARY OF STATE APPROVED
Room 155, State House AND
Indianapollis, Indiana 46204 FILED
(317) 232-6576 DEC 03 1985
[ILLEGIBLE]
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
AMERICAN TRANS AIR, INC.
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The undersigned officers of American Trans Air, Inc.
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(hereinafter refered to as the "Corporation") existing pursuant to the provisions of:
(Indicate appropriate act)
[x] Indiana General Corporation Act [_] Indiana Professional Corporation Act of 1963
as amended (hereinafter referred to as the "Act"), desiring to give notice of corporate action effectuating amendment of
certain provisions of its Articles of Incorporation, certify the following facts:
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ARTICLE I Amendment(s)
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SECTION 1 The date of incorporation of the corporation is: September 24, 1973
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SECTION 2 The name of the corporation following this amendment to the Articles of Incorporation is: American Trans Air, Inc.
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SECTION 3
The exact text of Article(s) II of the Articles of Incorporation is now as ________ appears on Exhibit A attached hereto and
incorporated herein by reference.
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ARTICLE II Manner of Adoption and Vote
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SECTION 1 Action by Directors:
The Board of Directors of the Corporation duly adopted a resolution proposing to amend the terms and provisions of
Article(_) II of the Articles of Incorporation and directing a meeting of the Shareholders, to be held on December 2, 1985,
allowing such Shareholders to vote on the proposed amendment.
The resolution was adopted by: (select appropriate paragraph)
(a) Vote of the Board of Directors at a meeting held on _______________________, 19__, at which a quorum of such Board
was present.
(b) Written consent executed on November 23, 1985, and signed by all members of the Board of Directors.
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SECTION 2 Action by Shareholders:
The Shareholders of the Corporation entitled to vote in respect of the Articles of Amendment adopted the proposed
amendment.
The amendment was adopted by: (select appropriate paragraph)
(a) Vote of such Shareholders during the meeting called by the Board of Directors. The result of such vote is as follows:
TOTAL
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SHAREHOLDERS ENTITLED TO VOTE:
-----------------------------------------
SHAREHOLDERS VOTED IN FAVOR:
-----------------------------------------
SHAREHOLDERS VOTED AGAINST:
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(b) Written consent executed on November 23, 1985, and signed by all such Shareholders.
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SECTION 3 Compliance with Legal Requirements.
The manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal
compliance with the provisions of the Act, the Articles of Incorporation, and the By-Laws of the Corporation.
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ARTICLE III Statement of Changes Made With Respect to Any Increase in The Number of Shares Heretofore Authorized
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Aggregate Number of Shares
Previously Authorized 1000
Increase (indicate "o" or
"N/A" if no increase) N/A
Aggregate Number of Shares
To Be Authorized After Effect
of This Amendment 1000
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I hereby verify subject to the penalties of perjury that the facts contained herein are true.
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Current Officer's Signature Officer's Name Printed
Jerry W. Taylor Jerry W. Taylor
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Officer's Title
Executive Vice President
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EXHIBIT A
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
AMERICAN TRANS AIR, INC.
ARTICLE II-PURPOSES
(1) To engage in and conduct a general business of merchandising aircraft and
related products, parts and accessories, including without limitation, the
manufacture, assembly, purchase, sale, lease, license, franchise and
otherwise to deal in all of such products, to consult and instruct in the
application and use of aircraft and related products parts and accessories;
all of such merchandising consulting and instruction to be performed either
alone or together with any other person, firm or corporation, or any
combination thereof, as principal or agent, partner or co-adventurer,
lessor or lessee, licensor or licensee, franchisor, or franchisee, and in
general to engage in any lawful business or businesses which is reasonably
calculated, directly or indirectly, to promote the interests of the
corporation and to enhance the value of its properties;
(2) To sue and be sued in its corporate name;
(3) To have a corporate seal and to alter the same at pleasure;
(4) To acquire, own, hold, use, lease, mortgage, pledge, sell, convey or
otherwise dispose of property, real and personal, tangible and intangible;
(5) To make contracts and guarantees and incur liabilities, borrow money at
such rates of interest as the corporation may determine, issue its notes,
bonds, and other obligations, and secure any of its obligations by mortgage
or pledge of all or any of its property, franchises and income;
(6) To conduct business in this state and elsewhere; to have one (1) or more
offices out of this state; and to acquire, own, hold and use, and to lease,
mortgage,
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pledge, sell, convey or otherwise dispose of property, real and personal,
tangible and intangible, out of this state;
(7) To acquire, guarantee, hold, own and vote and to sell, assign, transfer,
mortgage, pledge or otherwise dispose of the shares, bonds, securities, or
evidences of indebtedness of any other corporation, domestic or foreign;
(8) To appoint such officers and agents as the business of the corporation may
require, and to define their duties and fix their compensation;
(9) To indemnify any director or officer or former director or officer of the
corporation, or any person who may have served at its request as a director
or officer of another corporation in which it owns shares or of which it is
a creditor, against expenses actually and reasonably incurred by him in
connection with the defense of any action, suit or proceeding, civil or
criminal, in which it is made a party by reason of being or having been
such director or officer, except in relation to matters as to which he
shall be adjudged in such action, suit or proceeding to be liable for
negligence or misconduct in the performance of duty: Provided, however,
that such indemnification shall not be deemed exclusive of any other rights
to which those indemnified may be entitled under any provision of the
Articles of Incorporation, by-laws, resolution, or other authorization
heretofore or hereafter adopted, after notice; by a majority vote of all
the voting shares then issued and outstanding;
(10) To pay pensions and establish pension plans, pension trusts, profitsharing
and retirement plans, stock bonus plans, stock option plans and other
incentive plans for any or all of its directors, officers and employees;
(11) To make by-laws for the government and regulation of its affairs;
(12) To cease doing business and to dissolve and surrender its corporate
franchise;
(13) To do all acts and things necessary, convenient or expedient to carry out
the purposes for which it is formed, but shall not be deemed to possess the
power of carrying on the business of receiving deposits of money, bullion
or foreign coins, or of issuing bills,
-2-
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notes or other evidences of debt for circulation as money;
(14) To the extent not otherwise expressed by the foregoing, to engage in the
businesses of providing all types of intrastate, interstate, overseas and
foreign air transportation of persons, property and/or mail, including
without limitation air transportation services as a chartered, scheduled or
commercial carrier or airlines, and to engage in all allied and incidental
businesses, activities and operations of whatever kind or nature;
(15) To engage in and conduct any and all other lawful business or businesses
which the Board of Directors of the Corporation may from time to time
determine to have the Corporation engage in or conduct, provided that such
business or businesses shall be only such as are permitted by the Indiana
General Corporation Act to be engaged in by corporations organized under
that Act; and
(16) The foregoing clauses shall be construed as powers as well as purposes, and
the matters expressed in such clause shall, except if otherwise expressly
provided, be in no wise limited, by reference to or inference from the
terms of any other clause, but shall be regarded as independent powers and
purposes; and the enumeration of specific powers and purposes shall not be
construed to limit or restrict in any manner the meaning of general terms
or the general powers of the corporation; nor shall the expression of one
thing be deemed to exclude another not expressed, although it be of like
nature. The corporation shall be authorized to exercise and enjoy all other
powers, rights and privileges granted by an Act of the General Assembly of
the State of Indiana entitled, "The Indiana General Corporation Act,"
approved March 16, 1929, to corporations organized thereunder, and all the
powers conferred by all the acts heretofore or hereafter amendatory of or
supplemental to the said Act or the said laws; and the enumeration of
certain powers as herein specified is not intended as exclusive of, or as a
waiver of, any of the powers, rights or privileges granted or conferred by
the said Act or the said laws now or hereafter in force; provided, however,
that the corporation shall not in any state, territory, district,
possession or county carry on any business or exercise any powers which a
corporation organized under the laws thereof could not carry on or
exercise.
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