<Page>
Exhibit 3.7
APPROVED
AND
FILED
IND. SECRETARY OF STATE
[GRAPHIC] ARTICLES OF AMENDMENT OF THE --------------------------------
ARTICLES OF INCORPORATION SUE ANNE GILROY
State Form 38333(R_/12-96) SECRETARY OF STATE
Approved by State Board of Accounts 1995 CORPORATIONS DIVISION
302 W, Washington St., Rm. __ 18
Indianapolis, IN 40204
Telephone: (317) 232-6576
--------------------------------
INSTRUCTIONS: Use 8 1/2" x 11" white paper for inserts. Indiana Code 23-1-38-1 et seq.
Present original and two copies to address in upper right hand corner of this Filing Fee: $30.00
Please TYPE or PRINT.
- -------------------------------------------------------------------------------------------------------------------------------
ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF:
- -------------------------------------------------------------------------------------------------------------------------------
Name of Corporation Date of incorporation
ATA Vacations, Inc. 3/25/87
- -------------------------------------------------------------------------------------------------------------------------------
The undersigned officers of the above referenced Corporation (hereinafter referred to as the "Corporation") existing pursuant
to 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"), desiring to give notice of corporate action effectuating amendment of
certain provisions of its Articles of Incorporation, certify the following facts:
- -------------------------------------------------------------------------------------------------------------------------------
ARTICLE I Amendment(s)
- -------------------------------------------------------------------------------------------------------------------------------
The exact text of Article(s) I ___________________ of the Articles
(NOTE: If amending the name of corporation, write Article "I" in space above and write "The name of the Corporation is
___________________," below.)
The name of the Corporation is ATA Leisure Corp.
- -------------------------------------------------------------------------------------------------------------------------------
ARTICLE II
- -------------------------------------------------------------------------------------------------------------------------------
Date of each amendment's adoption:
June 1, 1999
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(Continued on the reverse side)
<Page>
- -------------------------------------------------------------------------------------------------------------------------------
ARTICLE III Manner of Adoption and Vote
- -------------------------------------------------------------------------------------------------------------------------------
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.
- -------------------------------------------------------------------------------------------------------------------------------
[ ] SECTION 1 This amendment was adopted by the Board of Directors or incorporators and shareholder action was not required.
- -------------------------------------------------------------------------------------------------------------------------------
[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:
---------------------------------------------------
Shares entitled to vote.
---------------------------------------------------
Number of shares represented at the meeting.
---------------------------------------------------
Shares voted in favor.
---------------------------------------------------
Shares voted against.
---------------------------------------------------
B. Unanimous written consent executed on June 1, 1999 and signed by all shareholders entitled to vote.
- -------------------------------------------------------------------------------------------------------------------------------
ARTICLE IV 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.
- -------------------------------------------------------------------------------------------------------------------------------
I hereby verify, subject to the penalties of perjury, that the statements contained herein are true, this 1st day of
June, 1999.
- -------------------------------------------------------------------------------------------------------------------------------
Signature of current officer or chairman of the board Printed name of officer or chairman of the board
Brian T. Hunt Brian T. Hunt
- -------------------------------------------------------------------------------------------------------------------------------
Signature's title
Vice President and Secretary
- -------------------------------------------------------------------------------------------------------------------------------
<Page>
APPROVED
AND
FILED
IND. SECRETARY OF STATE
[LOGO] ARTICLES OF AMENDMENT OF THE Provided by: JOSEPH H. HOGSETT
ARTICLES OF INCORPORATION SECRETARY OF STATE OF INDIANA
State Form 38333(R5/9-91) CORPORATIONS DIVISION
State Board of Accounts Approved, 1988 302 W. WASHINGTON ST RM _____
INDIANAPOLIS, IN 46204
TELEPHONE: (317) 232-6576
INSTRUCTIONS: Use 8 1/2 x 11 inch white paper for inserts. Filing requirements - Indiana Code 23-1-38-1 et seq.
Present original and one copy to address in upper right corner of this form. FILING FEE $30.00
- -------------------------------------------------------------------------------------------------------------------------------
ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF:
- -------------------------------------------------------------------------------------------------------------------------------
Amber Vacations, Inc.
- -------------------------------------------------------------------------------------------------------------------------------
The undersigned officers of
- -------------------------------------------------------------------------------------------------------------------------------
(hereinafter referred to as the "Corporation") existing pursuant to the provisions of:
(Indicate appropriate act)
[x] Indiana Business Corporation Law [_] Indiana Professional Corporation Act of 1983
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:
- -------------------------------------------------------------------------------------------------------------------------------
ARTICLE I Amendment(s)
- -------------------------------------------------------------------------------------------------------------------------------
SECTION 1 The date of incorporation of the corporation is:
March 25, 1987
- -------------------------------------------------------------------------------------------------------------------------------
SECTION 2 The name of the corporation following this amendment to the Articles of Incorporation is:
ATA Vacations, Inc.
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SECTION 3
The exact text of Article(s) I of the Articles of Incorporation is now as follows:
The name of the Corporation is ATA Vacations, Inc.
- -------------------------------------------------------------------------------------------------------------------------------
SECTION 4 Date of each amendment's adoption:
October 25, 1995
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- -------------------------------------------------------------------------------------------------------------------------------
ARTICLE II Manner of Adoption and Vote
- -------------------------------------------------------------------------------------------------------------------------------
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(s) I of the Articles of Incorporation directing a meeting of the Shareholders, to be held on ___________________,
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 October 25, 1995, and signed by all members of the Board of Directors.
- -------------------------------------------------------------------------------------------------------------------------------
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
-----------------------------------------
SHAREHOLDERS ENTITLED TO VOTE:
-----------------------------------------
SHAREHOLDERS VOTED IN FAVOR:
-----------------------------------------
SHAREHOLDERS VOTED AGAINST:
-----------------------------------------
(b) Written consent executed on October 25, 1995, and signed by all such Shareholders.
- -------------------------------------------------------------------------------------------------------------------------------
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.
- -------------------------------------------------------------------------------------------------------------------------------
I hereby verify subject to the penalties of perjury that the statements contained are true this 25th day of October, 1995.
- -------------------------------------------------------------------------------------------------------------------------------
Current Officer's Signature Officer's Name Printed
Brian T. Hunt Brian T. Hunt
- -------------------------------------------------------------------------------------------------------------------------------
Officer's Title
General Counsel and Corporate Secretary
- -------------------------------------------------------------------------------------------------------------------------------
<Page>
APPROVED
AND
FILED
IND. SECRETARY OF STATE
[LOGO] ARTICLES OF AMENDMENT OF THE Provided by: JOSEPH H. HOGSETT
ARTICLES OF INCORPORATION SECRETARY OF STATE OF INDIANA
State Form 38333(R ___/___) CORPORATIONS DIVISION R
State Board of Accounts Approved, 19___ 302 W, Washington ST PM E018
INDIANAPOLIS IN 46204
TELEPHONE: (317) 232-6576
INSTRUCTIONS: Use 8 1/2 x 11 inch white paper for inserts. Filing requirements - Indiana Code 23-1-38-1 et seq.
Present original and one copy to address in upper right corner of this form. FILING FEE: $30.00
- -------------------------------------------------------------------------------------------------------------------------------
ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF:
- -------------------------------------------------------------------------------------------------------------------------------
AMBER TOURS, INC.
- -------------------------------------------------------------------------------------------------------------------------------
The undersigned officers of Amber Tours, Inc.
- -------------------------------------------------------------------------------------------------------------------------------
(hereinafter referred to as the "Corporation") existing pursuant to 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"), desiring to give notice of corporate action effectuating amendment of
certain provisions of its Articles of Incorporation, certify the following facts:
- -------------------------------------------------------------------------------------------------------------------------------
ARTICLE I Amendment(s)
- -------------------------------------------------------------------------------------------------------------------------------
Section 1 The date of incorporation of the corporation is: March 25, 1987
Section 2 The name of the corporation following this amendment to the Articles of Incorporation is: Amber Vacations, Inc.
Section 3
The exact text of Article(s) I of the Articles of Incorporation is now as follows:
The name of the Corporation is Amber Vacations, Inc.
- -------------------------------------------------------------------------------------------------------------------------------
Section 4 Date of each amendment's adoption: July 12, 1993
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<Page>
- -------------------------------------------------------------------------------------------------------------------------------
ARTICLE II Manner of Adoption and Vote
- -------------------------------------------------------------------------------------------------------------------------------
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(s) I of the Articles of incorporation directing a meeting of the Shareholders, to be held on _________________________,
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 July 12, 1993, and signed by all members of the Board of Directors.
- -------------------------------------------------------------------------------------------------------------------------------
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
-----------------------------------
SHAREHOLDERS ENTITLED TO VOTE:
-----------------------------------
SHAREHOLDERS VOTED IN FAVOR:
-----------------------------------
SHAREHOLDERS VOTED AGAINST:
-----------------------------------
(b) Written consent executed on July 12, 1993, and signed by all such Shareholders.
- -------------------------------------------------------------------------------------------------------------------------------
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.
- -------------------------------------------------------------------------------------------------------------------------------
I hereby verify, subject to the penalties of perjury that the statements contained are true this 12th day of July, 1993.
- -------------------------------------------------------------------------------------------------------------------------------
Current Officer's Signature Officer's Name Printed
Brian T. Hunt Brian T. Hunt
- -------------------------------------------------------------------------------------------------------------------------------
Officer's Title
General Counsel and Corporate Secretary
- -------------------------------------------------------------------------------------------------------------------------------
<Page>
1993-0107102
[GRAPHIC] CERTIFICATE OF ASSUMED BUSINESS NAME ------------------------------
State Form 3____(R_/11-__) Provided by: JOSEPH HOGSETT
Approved by State Board of Accounts, 19__ Secretary of State of Indiana
155 State House
Indianapolis, Indiana 45204
(317) 232-6576
------------------------------
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INSTRUCTIONS: (CORPORATIONS ONLY)
This certificate must first be recorded in the office of County _______ of each county in which a piece of business or
office is located. A copy of the certificate, certified by the County Recorder, must be filed with the Secretary of State,
Indiana Code 23-15-1-1
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
Fee for filing with the Secretary of State: $26.00. For-Profit Corporations or $26.00. Not-For-Profit Corporations. A
certificate issued by the Secretary of State is an additional $15.00.
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
1. Name of Corporation 2. Date of Incorporation/Admission
Amber Vacations, Inc. March 25, 1987
- -------------------------------------------------------------------------------------------------------------------------------
3. Principal Office Address of the Corporation (Street, City, State and Zip Code)
7337 West Washington Street, Indianapolis, IN 46231
- -------------------------------------------------------------------------------------------------------------------------------
4. Assumed Business Name(s)
Amber Tours, Inc.
- -------------------------------------------------------------------------------------------------------------------------------
5. Address at which the Corporation will do business under assumed business name (Street, City, State and Zip Code)
7337 West Washington Street, Indianapolis, IN 46231
- -------------------------------------------------------------------------------------------------------------------------------
6. Signature Name Printed
Brian T. Hunt Brian T. Hunt
- -------------------------------------------------------------------------------------------------------------------------------
STATE OF INDIANA
SS:
COUNTY OF MARION
Subscribed and sworn or attested to before me, this 15th day of July 1993
- -------------------------------------------------------------------------------------------------------------------------------
Notary Public
Patricia R. Villars Patricia R. Villars
- -------------------------------------------------------------------------------------------------------------------------------
My Notarial Commission Expires:
January 11, 1994
- -------------------------------------------------------------------------------------------------------------------------------
My County of Residence is:
Marion
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
I, _______________________________, Recorder of ____________________________ County, State of Indiana, certify that the
foregoing is a true copy of the Certificate of Assumed Business Name recorded in my office of the _____________________ day of
_____________________ 19__.
- -------------------------------------------------------------------------------------------------------------------------------
Recorder Signature
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
This instrument was prepared by
Brian T. Hunt, Esq., 7337 West Washington Street, Indianapolis, IN 46231
- -------------------------------------------------------------------------------------------------------------------------------
<Page>
ARTICLES OF INCORPORATION
OF
AMBER TOURS, INC.
The undersigned incorporator, desiring to form a corporation
(hereinafter referred to as the "Corporation") pursuant to the provisions of the
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 Amber Tours, Inc.
ARTICLE II
PURPOSES
The purposes for which the Corporation is formed are:
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
<Page>
property, real and personal, tangible and intangible, in or 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 or
her 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 or she 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,
profit sharing 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, 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, including the sale of
ground accommodations, tour packages and related services and to arrange the
rental of automobiles and any other service incident to or in connection with
the provision of air transportation;
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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 any such clause shall, except if
otherwise expressly provided, be in no way 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 (as
amended), 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.
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 Corporate Secretary, Amtran, Inc.,
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.
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<Page>
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 (1,000).
(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 par value is One Thousand (1,000).
Section 2. Terms of Shares.
Section 2.1. Designation of Capital Stock. One Thousand (1,000) 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 Hundred
(100) shares of the Capital Stock shall be issued by the Board of Directors for
such consideration as may be fixed by 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
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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 or entity 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 or entity, 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 One Thousand Dollars ($1,000.00) 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 Bylaw
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 Code
---- ------- ---- ----- --------
J. George Mikelsons P.O. Box 51609 Indianapolis, Indiana 46251
Section 3. Qualifications Of Directors. Directors need not be
shareholders, and need not be residents of Indiana or of the United States of
America.
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ARTICLE VIII
INCORPORATORS
The names and post office addresses of the incorporators of the
Corporation are:
Name Address City State Zip Code
- ------------ -------------- ------------- ------- --------
Amtran, 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. 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.
Section 2. Meetings Of Directors. Meetings 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 designate two or more of
its number to constitute an Executive Committee, which Committee, to the extent
provided in the Code of By-Laws, 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.
-6-
<Page>
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 the 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 conducive 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 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 of the Board of Directors of the
Corporation, which acts upon, or in reference to, such contract or transaction
and notwithstanding his or her 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
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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 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. So
long as the person acted in good faith, exercised the care of an ordinary
prudent person, and with reasonable belief that the questioned conduct was in
the best interest of the Corporation, the Corporation shall indemnify any person
made a party to any action, suit or proceeding by reason of the fact that he,
her, his, or her testator or intestate is or was a Director, officer or employee
of the Corporation or of any corporation which he or she served as such at the
request of the Corporation against the reasonable expenses, including attorneys'
fees actually and necessarily incurred by him or her in connection with the
defense of such action, suit 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
willful misconduct or recklessness in the performance of his or her 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 is was to
the interests of the Corporation that such settlement be made and that such
director, officer or employee was not guilty of willful misconduct or
recklessness. 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 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 WHERE OF, the undersigned, being all of the incorporators
designated in Article VIII, execute these Articles of
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Incorporation and certify to the truth of the facts herein stated this 25th day
of March, 1987.
AMTRAN, INC.
By: David H. Recker
--------------------------
David H. Recker, Secretary
STATE OF INDIANA )
)SS:
COUNTY OF MARION )
I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify that David
H. Recker, as Secretary of Amtran, Inc., being the incorporator 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 25th day of March, 1987.
Patricia R. Villars
--------------------------
Notary Public
I am a resident of
Marion County, Indiana.
My Commission Expires:
1/11/90
This instrument was prepared by David H. Recker, Attorney at Law, of
P.O. Box 51609, Indianapolis, IN 46251.
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