Exhibit 3.5
APPROVED
AND
FILED
JUL 29 1982
[SIGNATURE ILLEGIBLE]
SECRETARY OF STATE OF INDIANA
ARTICLES OF INCORPORATION
OF
AMBASSADAIR TRAVEL CLUB, INC.
The undersigned incorporator or incorporators, desiring to form a
corporation (hereinafter referred to as the "Corporation") pursuant to the
provisions of Indiana General Corporations Act as amended (hereinafter referred
to as the "Act"), execute the following Articles of Incorporation:
ARTICLE I
NAME
The name of the Corporation is Ambassadair Travel Club, Inc.
ARTICLE II
PURPOSES
The purposes for which the Corporation is formed are:
Section 1(a). To engage in and conduct a Travel Club and to generally deal
in all associated activities incidental and related thereto.
Section 1(b). To Deal In General Business. To engage in general business
and commercial endeavors including providing services, selling goods and
servicing capital products and goods.
Section 2. To Deal In Personal Property. To acquire, purchase, hold, own,
manage, operate, exchange, deal in, lease as lessee, let as lessor, loan,
finance, sell, dispose of, discount, mortgage, pledge, hypothecate, invest in,
fabricate, manufacture, repair, produce, transport, market, alone, in
syndicates, in conjunction with others or otherwise, at wholesale, retail or
otherwise, personal property, tangible or intangible, and natural resources of
every kind, character and description whatsoever and wheresoever situated, and
any interest therein.
Section 3. To Deal In Real Property. To acquire, purchase, hold, own,
manage, operate, exchange, lease as lessee, let as
lessor, improve, develop, repair, construct, invest in, sell, convey, dispose
of, deal in, or mortgage either alone, in syndicates, in conjunction with
others, or otherwise, real estate of every kind, character, and description
whatsoever and wheresoever situated, and any interest therein.
Section 4. Capacity To Act. To have the capacity to act possessed by
natural person, but to have authority to perform only such acts as are
necessary, convenient or expedient to accomplish the purposes for which it is
formed, and such as are not repugnant to law.
Section 5. To Act As Agent. To act in any state in which the corporation is
qualified to do business, as agent or representative for any individual,
association, corporation, or legal entity, respecting business, which the
corporation is authorized to transact.
Section 6. To Make Contracts. To enter into, make, perform and carry out,
or cancel and rescind, contracts for any lawful purposes pertaining to its
business.
Section 7. To Deal In Patent Rights. To acquire (by purchase exchange,
lease, hire or otherwise) hold, use, sell, assign, lease and grant licenses or
sublicenses in respect of, pledge or otherwise dispose of letters patent of the
United States or any foreign country, patent rights, licenses, privileges,
inventions, improvements, processes, copyrights, trademarks and trade names.
Section 8. To Deal In Goodwill. To acquire (by purchase, exchange, lease,
hire or otherwise) all or any part, of the good will, rights property and
business or any person, entity, partnership, association, or corporation
heretofore or hereafter engaged in any business similar to any which the
corporation has power to conduct; to pay for the same in cash or in stocks,
bonds, or other obligations of the corporation or otherwise; to hold, utilise
and in any manner dispose of the whole, or any part, of the rights and property
so acquired, and to assume in connection therewith any liabilities of any such
person, entity, partnership, association or corporation, and conduct in any
lawful manner the whole, or any part, of the business thus acquired.
Section 9. To Execute Guaranties. To make any guaranty respecting stocks,
dividends, securities, indebtedness, interest, contracts or other obligations.
Section 10. To Enter Into Partnerships. To enter into any lawful
arrangement for sharing profits, union of interest,
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reciprocal association, or cooperative association with any corporation,
association, partnership, individual, or other legal entity, for the carrying on
of any business which the corporation is authorized to carry on, or any business
or transaction deemed necessary, convenient or incidental to carrying out any of
the purposes of the corporation.
Section 11. To Raise Funds. To borrow or raise moneys for any of the
purposes of the corporation, and from time to time, without limit as to amount,
to draw, make, accept, endorse, execute and issue promissory notes, drafts,
bills of exchange, warrants, bonds, debentures and other negotiable or
non-negotiable instruments and evidences of indebtedness, and to secure the
payment thereof, and the interest thereon, by mortgage on, or pledge,
conveyance, or assignment in trust of, the whole, or any part, of the assets of
the corporation, real, personal, or mixed, including contract rights, whether at
the time owned or thereafter acquired, and to sell, pledge, or otherwise dispose
of such securities or other obligations of the corporation for its corporate
purposes.
Section 12. To Deal In Its Own Securities. To acquire (by purchase,
exchange lease, hire or otherwise) hold, sell, transfer, reissue, or cancel the
shares of its own capital stock, or any securities or other obligations of the
Corporation, in the manner and to the extent now or hereafter permitted by the
laws of Indiana, except that the corporation shall not use its funds or other
assets for the purpose of its own shares of stock when such use would cause any
impairment of the capital of the corporation, and except that shares of its own
capital stock beneficially owned by the corporation shall not be noted directly
or indirectly.
Section 13. Rights, Privileges and Powers. Subject to any limitations or
restrictions imposed by law or by these Articles of Incorporation, to have and
exercise all the general rights, privileges and powers specified in Section 3 of
the Act.
Section 14. General Clause. To do everything necessary, proper, advisable,
or convenient for the accomplishment of any of the purposes, or the attainment
of any of the objects, or the furtherance of any of the powers herein set forth,
and to do every other act and thing incidental thereto or connected therewith,
which is not forbidden by laws of the State of Indiana, or by the provisions of
these Articles of Incorporation.
Section 15. Construction of Foregoing Sections. The foregoing sections
shall be construed as purposed as well as powers and the matters expressed in
each Section shall, unless otherwise expressly provided, be in no-wise limited
by reference
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to, or inference from, the terms of any other Section, each of such Sections
being regarded as creating independent powers and purposes. The enumeration of
specific powers and purposes in any of such Sections shall not be constured as
limiting or restriction in any manner either the meaning of general terms used
in any of such Sections, or the scope of the general powers of the corporation
created thereby, nor shall the expression of one thing be deemed to exclude
another not expressed, although it be of like nature, The Corporation shall not,
however, carry on in any state, territory, district, possession or country and
business, or exercise any powers, which a corporation organized under the laws
thereof could not carry on or exercise.
Section 16. Limiting Clause. Nothing in this Article contained shall be
construed to authorize the conduct by the corporation of rural loan and savings
associations, credit unions of a banking, railroad, insurance surety, trust,
safe deposit, mortgage guarantee, or building and loan business or to authorize
the corporation to carry on the business or receiving deposits of money,
bullion, or foreign coins, or of issuing bills, notes or other evidences of debt
for circulation as money.
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 Corporation's
Resident Agent for service of process is J. George Mikelsons, whose address is
P. O. Box 51609, City of Indianapolis, State of Indiana, Postal zip code 46251.
Section 2. Principal Office. The post office address of the principal
office of the corporation is P. O. Box 51609, City of Indianapolis, State of
Indiana, Postal zip code 46251.
ARTICLE V
AUTHORIZED SHARES
Section 1. Number of Shares: The total number of shares which the
Corporation is to have authority to issue is One Thousand (1000).
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A. The number of authorized shares which the corporation designates as
having par value is Zero (-0-) with a par value of $-0-.
B. The number of authorized shares which the corporation designates as
without per value is One Thousand (1000).
Section 2. Terms of Shares:
Section 2.1. Designation Of Capital Stock. One Thousand (1000) shares of
the authorized capital stock without par value shall be known as the "Capital
Stock" of the Corporation. The aggregate net amount of the consideration
received by the Corporation from the sale of its Capital Stock shall, from time
to time, be the capital of the Corporation.
Section 2.2. Dividends. The holders of the Capital Stock shall be entitled
to receive, when and as declared by the Board of Directors, out of the surplus
earnings, or net profits of the Corporation, dividends, payable either in cash,
in property, or in shares of the capital stock of the corporation.
Clause (a). Limitation Upon Dividends. No dividends shall be paid upon the
Capital Stock of the Corporation.
(i) Out of surplus due to or arising from unrealized appreciation
in value, or from a revaluation of assets; or
(ii) If the corporation is, or is thereby rendered, insolvent; or
(iii) If the capital of the Corporation meaning the aggregate amount
paid in on the shares of its capital stock issued and
outstanding, is thereby impaired.
Section 2.3. Distribution On Capital Stock In Event Of Dissolution, Etc.
In the event of any voluntary or involuntary dissolution, liquidation or winding
up of the corporation, the holders of the capital stock shall be entitled, after
due payment of provision for payment of the debts and other liabilities of the
corporation, to share ratably in the remaining net assets of the Corporation.
Section 2.4. Issue Of And Consideration For Capital Stock. One Thousand
(1000) shares of the Capital Stock shall be issued by the Board of Directors for
such consideration as may be fixed by
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the Board of Directors.
Section 2.5. Pre-Emptive Rights. The holders from time to time of the
capital stock of the corporation shall have the right to purchase, at such
respective equitable prices, terms and conditions (including pragmatic
adjustments to avoid the issue of fractional shares) as shall be fixed by the
Board of Directors, such of the shares of the capital stock of the corporation
as may be hereafter issued, from time to time, whether constituting a part of
the capital stock presently or subsequently authorized, including shares held in
the treasury of the corporation, in respective ratios which the number of shares
held by each shareholder at the respective times of such issues bears to the
total number of shares issued and outstanding in the names of all shareholders
at such respective times.
Section 2.6. Equitable Interest In Shares Or Rights. The Corporation shall
be entitled to treat the person in whose name any share or right is registered
on the books of the Corporation as the owner thereof, for all purposes, and
shall not be bound to recognize any equitable or other claim to, or interest in,
such share or right on the part of any person, whether or not the Corporation
shall have notice thereof.
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
DIRECTORS
Section 1. Number of Directors: The initial Board of Directors is composed
of one member. 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 less than 9.
Section 2. Names and Post Office Addresses of the Directors: The Names and
post office addresses of the initial Board of Directors of the Corporation are:
NAME ADDRESS CITY STATE ZIP
- ------------------- -------------- ------------ ------- -----
J. George Mikelsons P.O. Box 51609 Indianapolis Indiana 46251
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Section 3. Qualifications of Directors: Directors need not be shareholders,
and need not be residents of Indiana or of the United States of America.
ARTICLE VIII
INCORPORATORS
The names and post office addresses of the incorporators of the Corporation are:
NAME ADDRESS CITY STATE ZIP
- -------------- -------------- ------------ ------- -----
American Trans
Air, Inc. P.O. Box 51609 Indianapolis Indiana 46251
ARTICLE IX
PROVISIONS FOR REGULATION OF BUSINESS AND CONDUCT OF AFFAIRS
OF CORPORATION
("Powers" of the Corporation, its directors or shareholders)
Section 1. Meeting Of Shareholders. Meeting 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.
Section 2. Meeting Of Directors. Meeting of the Board of Directors of the
Corporation, regular or special 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.
Section 3. Action Without A Meeting. Any action required or permitted to be
taken in any meeting of the Board of Directors of the Corporation or of any
committee thereof, may be taken without a meeting, if prior to such action a
written consent thereto 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 the proceedings of the Board of Directors or Committee.
Section 4. Code Of By-Laws. The Board of Directors of the Corporation shall
have power, without the assent or vote of the Shareholders, to make, alter,
amend or repeal the Code of By-Laws of the Corporation, but the affirmative vote
of a number of Directors equal to the majority of the number who would
constitute a full Board of Directors at the time of such action shall be
necessary to take any action for the making, alteration, amendment or repeal of
the Code of By-Laws.
Section 5. Executive Committee. If the Code of By-Laws, for the time being
in force, so provides, the Board of Directors may
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designate two or more of its number to constitute an Executive Committee, which
Committee, to the extent provided in Code of Bylaws, shall have and exercise all
of the authority of the Board of Directors in the management of the Corporation,
and shall have power to authorize the execution of, and affixation of the seal
of the Corporation to, all papers or documents which may require it.
Section 6. Places Of Keeping Of Books Of Account, Etc. Subject to the
limitations existing by virtue of the laws of the State of Indiana, the books of
account, records, documents and papers of the Corporation may be kept at any
place or places within or without the State of Indiana. Limitations on the place
or places where the books of account, records, documents, and papers of the
Corporation may be kept may be made from time to time by the Code of By-Laws of
the Corporation.
Section 7. Reliance By Directors On Books Of Account, Etc. Each Director of
the Corporation shall be fully protected in relying in good faith upon the books
of account of the Corporation or statements prepared by any of its officers and
employees as to the value and amount of the assets, liabilities and net profits
of the corporation, or any of such items; or in relying in good faith upon any
other information pertinent to the existence and amount of surplus or other
funds from which dividends might properly be declared and paid.
Section 8. Provisions For Working Capital. The Board of Directors of the
Corporation shall have power, from time to time, to fix and determine and to
vary the amount to be reserved as working capital of the Corporation and, before
the payment of any dividends or the making of any distribution of profits; it
may set aside out of the next profits of the Corporation such sum or sums as it
may from time to time in its absolute discretion determine to be proper whether
as a reserve fund to meet contingencies or for the equalizing of dividends, or
for repairing or maintaining any property of the Corporation, or for an addition
to corporate surplus, or for any corporate purposes that the Board of Directors
shall think conductive to the best interest of the Corporation, subject only to
such limitations as the Code of By-Laws of the Corporation, from time to time
impose.
Section 9. To Whom Shares May Be Sold. Subject to the provisions of Section
5 under Article VI of these Articles of Incorporation, any of the shares of the
corporation may be issued, sold or otherwise disposed of by it from time to time
to such person, corporations or other legal entities as the Board of Directors
or the Corporation may determine.
Section 10. Interest Of Directors In Contracts. Any contract or other
transaction between the Corporation and one or
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more of its Directors, or between the Corporation 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 shareholders, 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 to the Board of
Directors of the Corporation, 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, nevertheless, 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 a quorum is
present, but not 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 11. Compensation Of Directors. The Board of Directors is hereby
specifically authorized, in and by the Code of By-Laws of the Corporation, to
make provisions for reasonable compensation to its members for their services as
Directors, and to fix the basis and conditions upon which such compensation
shall be paid. Any Director of the Corporation may also serve the Corporation in
any other capacity and receive compensation therefor in any form.
Section 12. Indemnification Of Directors, Officers, and Employees. The
Corporation shall indemnify any person made a party to any action, suit or
proceeding by reason of the fact that he, his testator or intestate, is or was a
director, officer or employee of the corporation or of any corporation which he
served as such at the request of the corporation against the reasonable
expenses, including attorney's fees actually and necessarily incurred by him in
connection with the defense of such action, suite or proceeding, or in
connection with any appeal therein, except in relation to matters as to which it
shall be adjudged in such action, suit or proceeding that such officer, director
or employee is liable for negligence or misconduct of the performance of his
duties. The Corporation may also reimburse to any such director, officer or
employee the reasonable costs of settlement of any such action, suit or
proceeding, if it shall be found by a majority of a committee composed of the
Directors not involved in the matter in controversy (whether or not a quorum)
that it was to the interests of the Corporation that such settlement be made and
that such director, officer or employee was not guilty of
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negligence or misconduct. Such rights of indemnification and reimbursement shall
not be deemed exclusive of any other rights to which such director, officer or
employee may be entitled apart from the provisions of this Article.
Section 13. Additional Powers Of Directors. In addition to the powers and
authorities hereinabove or by statute expressly conferred, the Board of
Directors of the Corporation 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 14. Amendment Of Articles Of Incorporation. The Corporation
reserves the right to increase or decrease its authorized capital stock, or any
class or series thereof, and to reclassify the same, and to amend, alter, change
or repeal any provisions contained in the Articles of Incorporation or to any
amendment hereto, or to add any provision to the Articles of Incorporation as to
any amendment hereto, in any manner now or hereafter prescribed or permitted by
the provisions of the Indiana General Corporation Act or any amendment thereto,
or by the provisions or any other applicable statute of the State of Indiana;
and all rights conferred upon Shareholders in the Articles of Incorporation or
any amendment hereto are granted subject to this reservation.
IN WITNESS HEREOF, the undersigned, being all of the incorporators
designated in Article VII, execute these Articles of Incorporation and certify
to the truth of the facts herein stated, this 27th day of July, 1982.
AMERICAN TRANS AIR, INC.
By: J. George Mikelsons
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J. George Mikelsons, President
STATE OF INDIANA )
)SS:
COUNTY OF MARION )
I, the undersigned, a Notary Public duly commissioned to take
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acknowledgements and administer oaths in the State of Indiana certify that J.
George Mikelsons, as President of American Trans Air, Inc., being one of the
incorporators referred to in Article VII 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 27th day of July, 1982.
Karen Y. Lungmus
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Karen Y. Lungmus, Notary Public
a Resident of Marion County
My Commission Expires:
10/24/83
This instrument was prepared by Edgar H. Lamb, Attorney at Law, of 729
North Pennsylvania Street, P. O. Box 44128, Indianapolis, Indiana 46204.
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