Exhibit 3.6
BY LAWS OF
AMBASSADAIR TRAVEL CLUB, INC.
ARTICLE I
IDENTIFICATION
A. NAME
The name of the Corporation is Ambassadair Travel Club, Inc. (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, Indiana 46251 and the resident agent shall be J. George
Mikelsons 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 or Vice-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 begin on the 1st day of August,
1982 and end on the 31st day of December, 1982, and then begin on January 1st
and end on the 31st day of December each year thereafter.
ARTICLE II
SHARES
A. AMOUNT AND CLASS
The total number of shares which the Corporation shall have authority to
issue is one thousand (1000) without par value. The one thousand (1000) 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;
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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 or 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 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
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in writing upon the form of endorsement by the President of the Corporation.
H. LOST, STOLEN OR DESTROYED CERTIFICATES
The Corporation may issue a new certificate for shares of Common Stock in
the 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
MEETING OF SHAREHOLDERS
A. PLACE OF MEETINGS
All meetings of 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 at 3:00 P.M. on the 2nd Tuesday in May 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
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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 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 called 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 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
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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. Directors shall be elected for a term of one (1) year; however,
they shall hold office until their respective successors are chosen and
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qualified. Unless changed by an appropriate amendment of this paragraph, the
business of the Corporation shall be managed by the Board of Directors; provided
that at any time when all the shares of the Corporation are owned beneficially
and of record by either one or two persons, the number of Directors shall be
equal to the number of Shareholders. 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.
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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 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 powers 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
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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, who shall be chosen from among the Directors, 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, who shall be chosen from among the Directors, 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, who shall be chosen from among the Directors, 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, 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.
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ARTICLE VI
LIMITATION OF LIABILITY
A. LIMITATION OF LIABILITY
No person shall be liable to the Corporation for any loss or damage
suffered by it on account of any action taken or omitted to be taken in good
faith, if such person:
(i) exercised or used the same degree of care and skill as a prudent man
would have exercised or used under the circumstances in the conduct
of his own affairs; 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 had
reasonable grounds to believe, or upon a financial statement of the
Corporation prepared by 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 ACT, NEGOTIABLE INSTRUMENT,
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 his designee.
The Board of Directors may, however, authorize any one or more of such officers
to sign checks, drafts, bills or exchange and orders for the payment of money by
the Corporation alone and without the necessity of countersignature; and the
Board of Directors may designate any employee or employees of the Corporation,
in addition to those names above, who may, in the name of the
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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.
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 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 of 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
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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.
Muriel Mikelsons
----------------------------------
Muriel Mikelsons, Secretary
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