EXHIBIT 3.15
BYLAWS
OF
AIR LOGISTICS OF ALASKA, INC.
ARTICLE I. OFFICES
The principal office of the Corporation shall be located in the City of
Anchorage, State of Alaska. The Corporation may have such other offices, either
within or without the State of Alaska, as the Board of Directors may designate
or as the business of the Corporation may require from time to time.
The registered office of the Corporation required by the Alaska
Business Corporation Act to be maintained in the State of Alaska may be, but
need not be, identical with the principal office in the State of Alaska, and the
address of the registered office may be changed from time to time by the Board
of Directors.
ARTICLE II. SHAREHOLDERS' MEETINGS
Section 1. Annual Meeting. The annual meeting of the
Shareholders will be held on a date to be established within six (6) months, for
the purpose of electing Directors and for the transaction of such other business
as may come before the meeting. If the election of Directors shall not be held
on the day designated for the annual meeting of the Shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the Shareholders as soon thereafter as conveniently may
be.
(a) Meetings of the Shareholders shall be presided over
by the President or by any officer or Director or person selected at any time by
the President to act as Chairman, or if he is not present or available or makes
no selection, then by the Chairman of the Board of Directors. If neither the
President nor the Chairman of the Board of Directors is present and no selection
has been made, a Chairman should be chosen by a majority in interest of the
Shareholders present in person or by proxy at the meeting and entitled to vote
thereat.
(b) The Secretary of the meeting shall be the Secretary
of the Corporation or an Assistant Secretary, or if none of such officers is
present, any person appointed by the Chairman of the meeting.
Section 2. Special Meetings. Special meetings of the
Shareholders for any purpose or purposes, unless otherwise prescribed by
statute, may be called by the President or by the Board of Directors, and shall
be called by the President at the request of the holders of not less than
one-tenth of all the outstanding shares of the corporation entitled to vote at
the meeting.
Section 3. Place of Meeting. The Board of Directors may
designate any place, either within or without the State of Alaska, as the place
of meeting called by the Board of Directors. A waiver of notice signed by all
Shareholders entitled to vote at a meeting may designate any place, either
within or without the State of Alaska, as the place for the holding of such
meeting.
If no designation is made, or if a special meeting be otherwise called, the
place of meeting shall be the principal office of the Corporation in the State
of Alaska.
Section 4. Notice of Meeting. Written notice stating the place,
day and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
(10) nor more than fifty (50) days before the date of the meeting, either
personally or by mail, by or at the direction of the President, or the
Secretary, or the persons calling the meeting, to each Shareholder of record
entitled to vote at such meeting. If mailed by certified mail, such notice shall
be deemed to be delivered when deposited in the United States mail, addressed to
the Shareholder at his address as it appears on the stock transfer book of the
Corporation, with postage thereon prepaid.
Section 5. Closing of Transfer Books or Fixing of Record Date.
For the purpose of determining Shareholders entitled to notice of or to vote at
any meeting of Shareholders or any adjournment thereof, or Shareholders entitled
to receive payment of any dividend, or in order to make a determination of
Shareholders for any other proper purpose, the Board of Directors of the
Corporation may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, fifty (50) days. If the stock
transfer books shall be closed for the purpose of determining Shareholders
entitled to notice of or to vote at a meeting of Shareholders, such books shall
be closed for at least ten (10) days immediately preceding such meeting. In lieu
of closing the stock transfer books, the Board of Directors may fix in advance a
date as the record date for any such determination of Shareholders. Such record
date shall be not more than fifty (50) days, and in case of a meeting of
Shareholders not less than ten (10) days, prior to the date on which the
particular action requiring such determination of Shareholders is to be taken.
If the stock transfer books are not closed and no record date is fixed for the
determination of Shareholders entitled to notice of or to vote at a meeting of
Shareholders, or Shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring the dividend is adopted is, as
the case may be, the record date for the determination of Shareholders. When a
determination of Shareholders entitled to vote at any meeting of Shareholders
has been made as provided in this section, such determination shall apply to any
adjournment thereof except where the determination has been made through the
closing of the stock transfer books and the stated period of closing has
expired.
Section 6. Voting Lists. The officer or agent having charge of
the stock transfer books for shares of the Corporation shall make a complete
list of the Shareholders entitled to vote at each meeting of Shareholders or any
adjournment thereof, arranged in alphabetical order, with the address of and the
number of shares held by each. Such list shall be produced and kept open at the
time and place of the meeting and shall be subject to the inspection of any
Shareholder during the whole time of the meeting.
Section 7. Quorum. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of Shareholders. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally
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notified. The Shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum.
Section 8. Proxies. At all meetings of Shareholders, a
Shareholder may vote in person or by proxy executed in writing by the
Shareholder or by his duly authorized attorney in fact. Such proxy shall be
filed with the secretary of the Corporation before or at the time of the
meeting. No proxy shall be valid after eleven (11) months from the date of its
execution.
Section 9. Voting of Shares. Subject to the provisions of
Section 11 of this Article II, each outstanding share entitled to vote shall be
entitled to one (1) vote upon each matter submitted to a vote at a meeting of
Shareholders.
Section 10. Voting of Shares by Certain Holders. Shares standing
in the name of another corporation may be voted by such officer, agent or proxy
as the bylaws of such corporation may prescribe, or, in the absence of such
provisions, as the board of directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.
A Shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Neither treasury shares, nor shares of its own stock held by the
Corporation in a fiduciary capacity, nor shares held by another corporation if a
majority of the shares entitled to vote for the election of directors of the
other corporation is held by the Corporation, may be voted at a meeting or
counted in determining the total number of outstanding shares.
Section 11. Informal Action by Shareholders. Any action required
to be taken at a meeting of the Shareholders, or any other action which may be
taken at a meeting of the Shareholders, may be taken without a meeting if 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.
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ARTICLE III. BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the
Corporation shall be managed by its Board of Directors.
Section 2. Number, Tenure and Qualifications. The number of
Directors of the Corporation shall be not less than three (3) nor more than nine
(9). Each Director shall hold office until the next annual meeting of
Shareholders and until his successor shall have been elected and qualified.
Directors need not be residents of the State of Alaska or Shareholders of the
Corporation.
Section 3. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this Bylaw immediately after,
and at the same place as the annual meeting of the Shareholders. The Board of
Directors may provide, by resolution, the time and place, either within or
without the State of Alaska, for the holding of additional regular meetings
without other notice than such resolution.
Section 4. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the President or any two (2)
Directors. The person or persons authorized to call special meetings of the
Board of Directors may fix any place, either within or without the State of
Alaska, as the place for holding any special meeting of the Board of Directors
called by them.
Section 5. Notice. Notice of any special meeting shall be given
at least five (5) days prior thereto by written notice delivered personally or
mailed to each Director at his business address, or by telegram. If mailed by
certified mail, such notice shall be deemed to be delivered when deposited in
the United States mail properly addressed, with postage thereon prepaid. If
notice be given by telegram, such notice shall be deemed to be delivered when
the telegram is delivered to the telegraph company. Any Director may waive
notice of any meeting. The attendance of a Director at a meeting shall
constitute a waiver of notice of such meeting, except where a Director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
Board of Directors need be specified in the notice or waiver of notice of such
meeting.
Section 6. Quorum. A majority of the number of Directors fixed
by Section 2 of this Article III shall constitute a quorum for the transaction
of business at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the Directors present may
adjourn the meeting from time to time without further notice.
Section 7. Manner of Acting. The act of the majority of the
Directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.
Section 8. Attendance at Meetings. The Board of Directors may
conduct a meeting of the Board by communicating simultaneously with each other
by means of conference telephones or similar communications equipment and any
action taken at such meeting shall not be invalidated by reason of the fact that
the respective members of the Board were not assembled together in one place at
the time of taking such action or conducting such business.
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Section 9. Action Without a Meeting. Any action that may be
taken by the Board of Directors at a meeting may be taken without a meeting if a
consent in writing, setting forth the action so to be taken, shall be signed
before such action by all of the Directors.
Section 10. Vacancies. Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of the remaining
Directors though less than a quorum of the Board of Directors. A Director
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office. Any directorship to be filled by reason of an increase in
the number of Directors may be filled by election by the Board of Directors for
a term of office continuing only until the next election of Directors by the
Shareholders.
Section 11. Compensation By resolution of the Board of Directors,
each Director may be paid his expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a stated salary as Director or a fixed
sum for attendance at each meeting of the Board of Directors or both. No such
payment shall preclude any Director from serving the Corporation in any other
capacity and receiving compensation therefor.
Section 12. Presumption of Assent. A Director of the Corporation
who is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless his dissent shall be entered in the minutes of the meeting or unless he
shall file his written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or shall forward such
dissent by registered mail to the Secretary of the Corporation immediately after
the adjournment of the meeting. Such right to dissent shall not apply to a
Director who voted in favor of such action.
ARTICLE IV. OFFICERS
Section 1. Number. The officers of the Corporation shall be a
President, one or more Vice Presidents (the number thereof to be determined by
the Board of Directors), a Secretary, and a Treasurer, each of whom shall be
elected by the Board of Directors. Such other officers and assistant officers as
may be deemed necessary may be elected or appointed by the Board of Directors.
Any two (2) or more offices may be held by the same person, except the offices
of President and Secretary.
Section 2. Election and Term of Office. The officers of the
Corporation to be elected by the Board of Directors shall be elected annually by
the Board of Directors at the first meeting of the Board of Directors held after
each annual meeting of the Shareholders. If the election of officers shall not
be held at such meeting, such election shall be held as soon thereafter as
convenient. Each officer shall hold office until his successor shall have been
duly elected and shall have qualified, or until his death, or until he shall
resign or shall have been removed in the manner hereinafter provided.
Section 3. Removal. Any officer or agent may be removed by the
Board of Directors whenever in its judgment the best interests of the
Corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Election or
appointment of an officer or agent shall not of itself create contract rights.
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Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
Section 5. President. The President shall be the principal
executive officer of the Corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the Corporation. He shall, when present, preside at all meetings of
the Shareholders and of the Board of Directors. He may sign, with the Secretary
or any other proper officer of the Corporation authorized by the Board of
Directors, certificates for shares of the Corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors, or by these
Bylaws to some other officer or agent of the Corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.
Section 6. The Vice Presidents. In the absence of the President
or in the event of his death, inability or refusal to act, the Vice President
(or in the event there be more than one Vice President, the Vice Presidents in
the order designated at the time of their election, or in the absence of any
designation, then in the order of their election) shall perform the duties of
the President, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the President. Any Vice President may sign, with
the Secretary or an Assistant Secretary, certificates for shares of the
Corporation; and shall perform such other duties as from time to time may be
assigned to him by the President or by the Board of Directors.
Section 7. The Secretary. The Secretary shall:
(a) keep the minutes of the proceedings of the
Shareholders and of the Board of Directors in one or more books provided for
that purpose;
(b) see that all notices are duly given in accordance
with the provisions of these Bylaws or as required by law;
(c) be custodian of the corporate records and of the seal
of the Corporation and see that the seal of the Corporation is affixed to all
documents the execution of which on behalf of the Corporation under its seal is
duly authorized;
(d) keep a register of the post office address of each
Shareholder which shall be furnished to the Secretary by such Shareholder;
(e) sign with the President, or a Vice President,
certificates for shares of the Corporation, the issuance of which shall have
been authorized by resolution of the Board of Directors;
(f) have general charge of the stock transfer books of
the Corporation; and
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(g) in general perform all duties incident to the office
of the Secretary and such other duties as from time to time may be assigned to
him by the President or by the Board of Directors.
Section 8. The Treasurer. The Treasurer shall:
(a) have charge and custody of and be responsible for all
funds and securities of the Corporation;
(b) receive and give receipts for moneys due and payable
to the Corporation from any source whatsoever, and deposit all such moneys in
the name of the Corporation in such banks, trust companies or other depositaries
as shall be selected in accordance with the provisions of Article V of these
Bylaws; and
(c) in general perform all of the duties incident to the
office of Treasurer and such other duties as from time to time may be assigned
to him by the President or by the Board of Directors. If required by the Board
of Directors, the Treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such surety or sureties as the Board of Directors
shall determine.
Section 9. Assistant Secretaries and Assistant Treasurers. The
Assistant Secretaries, when authorized by the Board of Directors, may sign with
the President or a Vice President certificates for shares of the Corporation the
issuance of which shall have been authorized by a resolution of the Board of
Directors. The Assistant Treasurers shall, if required by the Board of
Directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the Board of Directors shall determine. The Assistant
Secretaries and Assistant Treasurers, in general, shall perform such duties as
shall be assigned to them by the Secretary or the Treasurer, respectively, or by
the President of the Board of Directors.
Section 10. Salaries. The salaries of the officers shall be fixed
from time to time by the Board of Directors and no officer shall be prevented
from receiving such salary by reason of the fact that he is also a Director of
the Corporation.
Any payments made to an officer of the Corporation such as a salary,
commission, bonus, interest, rent, or reimbursement of entertainment expense
incurred by him, which shall be disallowed in whole or in part as a deductible
expense by the Internal Revenue Service, shall be repaid by such officer to the
Corporation to the full extent of such disallowance. It shall be the duty of the
Directors, as a Board, to enforce repayment of each such amount disallowed. In
lieu of payment by the officer, subject to the determination of the Directors,
proportionate amounts may be withheld from his future compensation until the
amount owed to the Corporation has been recovered.
ARTICLE V. SALE OF STOCK
No Stockholder of this Corporation shall sell his stock either in whole
or in part except in accordance with the terms, conditions and options as
follows:
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(a) In the event any Stockholder, his heirs, personal
representative, or assigns shall desire to sell his stock in the Corporation, or
any part thereof, he shall give written notice of such desire to the Corporation
through its duly authorized President, stating the number of shares he desires
to sell and the minimum price at which he proposes, or is willing to sell said
stock. The Corporation, if it desires to exercise its option to purchase said
shares, within thirty (30) days after receipt of notice of the offer or proposal
of sale shall notify, the selling Stockholder in writing of its desire to
exercise said option, stating that it desires to purchase either all or a stated
portion of such stock which it is entitled to purchase under option hereof; and
within fifteen (15) days thereafter it shall tender unto the selling Stockholder
the purchase price thereof, or make such arrangements for deferred or time
payment as the selling Stockholder shall require.
(b) In the event the Corporation, entitled to purchase
such stock, shall elect not to exercise its option, shall elect to exercise its
option in part only, or shall fail to make election in the thirty (30) days
above provided, then any Stockholder, his heirs, personal representative, or
assigns who shall desire to sell his stock shall give to each of the other
Stockholders of such Corporation, written notice of his desire to sell his
stock, stating the number of shares he desires to sell and the minimum price at
which he proposes or is willing to sell said stock. The other Stockholders, if
they desire to exercise their options to purchase said shares, shall notify the
selling Stockholder in writing within thirty (30) days after receipt of notice
of the offer or proposal of sale, that they desire to exercise said options,
stating that they desire to purchase either all or stated portions of such stock
as they are entitled to purchase under these options.
At the end of thirty (30) days from the time the last Stockholder is entitled to
receive notice of such offer, the Stockholder desiring to sell said stock shall
notify in writing those Stockholders who elected to exercise such option; and
those who did duly exercise such option shall have the right to purchase such
portion or amount of stock offered for sale as their respective stock ownership
in the Corporation bears to the total outstanding capital stock of the
Corporation. Each Stockholder who exercises the above-described option shall
tender unto the selling Stockholder, within fifteen (15) days thereafter, the
purchase price of his proportionate number of shares or make such arrangements
for deferred or time payments as the selling Stockholder shall require.
If any Stockholder exercising such option fails to tender his purchase
price within the required time, he shall be deemed to have waived his option and
those Stockholders who properly tender their purchase price shall have a
reasonable amount of time to purchase said defaulting Shareholder's portion on a
pro rata basis.
(c) The option and rights above granted may be exercised
as to all or any part of the stock proposed or offered to be sold by the selling
Stockholder and shall not be construed as requiring the buying Stockholder to
buy all of the offered stock.
(d) All such stock of the selling Stockholder as shall
not be purchased by the Corporation or other Stockholders in accordance with the
options above provided, may thereafter be sold to any other person, firm or
Corporation provided the same is sold within six (6) months after the date of
termination of said options, and provided further it shall not be sold at a
price less than has been quoted to the Corporation or remaining Stockholders or
on terms less onerous than those at which said stock was offered to the
Stockholders. Any of the offered stock not
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bought by the Corporation, or by remaining Stockholders under the options
provided, and not sold by the selling Stockholder to any other person, firm or
Corporation on the conditions and within the time above provided, may not
thereafter be sold except by a re-offer to the Corporation or remaining
Stockholders for their acceptance or rejection in accordance with the options
above granted them.
ARTICLE VI. LIMITATION OF LIABILITY
AND INDEMNIFICATION OF DIRECTORS, OFFICERS
AND AGENTS OF THE CORPORATION
Section 1. 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 by him in good faith, as a Director, member of a
Committee or Officer of the Corporation, if such person 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. Without limitation on
the foregoing, any such person shall be deemed to have exercised or used such
degree of care and skill if he took or omitted to take such action in reliance
in good faith upon advice of counsel for the Corporation, or the books of
account or other records of the Corporation, or reports or information made or
furnished to the Corporation by any officials, accountants, engineers, agents or
employees of the Corporation, or by an independent Certified Public Accountant
or auditor, engineer, appraiser, or other expert employed by the Corporation and
selected with reasonable care by the Board of Directors, by any such committee
or by an authorized officer of the Corporation.
Section 2. Right of Indemnification. Each Director, member of a
Committee, Officer, Agent and Employee of the Corporation, and each former
director, member of a committee, officer, agent and employee of the Corporation,
and any person who may have served at its request as a director, officer, agent
or employee of another Corporation in which it is a creditor, and his heirs, and
personal representative shall be indemnified by the Corporation against all loss
or damage suffered and all costs and expenses imposed upon or incurred by him in
connection with or arising out of any action, suit or proceedings, (whether
civil or criminal in nature) in which he may be involved, to which he may be a
party by reason of being or having been (or his personal representative or
estate having been) such director, member of a committee, officer, agent or
employee, 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
performance of his duty; provided, however, that the Corporation shall be given
reasonable notice of the institution of such action, suit or proceedings; and in
the event the same shall be settled in whole or in part, the Corporation or its
counsel shall consent to such settlement if it be determined by its counsel or
found by a majority of the Board of Directors then in office and not involved in
such controversy, that such settlement is to the best interest of the
Corporation and that the person to be indemnified was not guilty of negligence
or misconduct in performance of duty.
Section 3. Rights Cumulative. The provisions of this Article VI
shall not be deemed exclusive or in limitation of, but shall be cumulative of
and in addition to any other limitations of liability, indemnities, and rights
to which such Director, member of a Committee, Officer, Agent
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or other person may be entitled under these Bylaws or pursuant to any agreement
or resolution of the Board of Directors or of the Shareholders, or otherwise.
ARTICLE VII. CONTRACTS, LOANS,
CHECKS AND DEPOSITS
Section 1. Contracts. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
Section 3. Checks, Drafts, etc. All checks, drafts or other
orders for the payment of money, notes or other evidences of indebtedness issued
in the name of the corporation, shall be signed by such officer or officers,
agent or agents of the Corporation and in such manner as shall from time to time
be determined by resolution of the Board of Directors.
Section 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositaries as the Board of Directors
may select.
ARTICLE VIII. CERTIFICATES FOR SHARES
AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates representing
shares of the Corporation shall be in such form as shall be determined by the
Board of Directors. Such certificates shall be signed by the President or a Vice
President and by the Secretary or an Assistant Secretary and sealed with the
corporate seal or a facsimile thereof. The signatures of such officers upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent or registered by a registrar other than the Corporation itself or one of
its employees. All certificates for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be cancelled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled; except that in case
of a lost, destroyed or mutilated certificate a new one may be issued therefor
upon such terms and indemnity to the Corporation as the Board of Directors may
prescribe.
Section 2. Transfer of Shares. Transfer of shares of the
Corporation shall be made only on the stock transfer books of the Corporation by
the holder of record thereof or by his legal representative, who shall furnish
proper evidence of authority to transfer filed with the Secretary
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of the Corporation, and on surrender for cancellation of the certificate for
such shares. The person in whose name shares stand on the books of the
Corporation shall be deemed by the Corporation to be the owner thereof for all
purposes.
ARTICLE IX. FISCAL YEAR
The fiscal year of the corporation shall be specified by resolution of
the Board of Directors within six (6) months of the date of incorporation.
ARTICLE X. DIVIDENDS
The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares in cash, property, or
its own shares, except when the Corporation is insolvent, or when the dividend
would render the Corporation insolvent, or when the dividend is contrary to
restrictions contained in the Articles of Incorporation.
ARTICLE XI. CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the Corporation
and the state of incorporation and the words "Corporate Seal."
ARTICLE XII. WAIVER OF NOTICE
Whenever any notice is required to be given to any Shareholder or
Director of the Corporation under the provisions of these Bylaws or under the
provisions of the Articles of Incorporation or under the provisions of the
Alaska Business Corporation Act, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XIII. AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board of Directors at any regular or special meeting of the Board
of Directors.
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ARTICLE XIV. EXECUTIVE COMMITTEE
Section 1. Appointment. The Board of Directors, by resolution
adopted by a majority of the full board, may designate two (2) or more of its
members to constitute an Executive Committee. The designation of such committee
and the delegation thereto of authority shall not operate to relieve the Board
of Directors, or any member thereof, of any responsibility imposed by law.
Section 2. Authority. The Executive Committee, when the Board of
Directors is not in session, shall have and may exercise all of the authority of
the Board of Directors except to the extent, if any, that such authority shall
be limited by the resolution appointing the Executive Committee and except also
that the Executive Committee shall not have the authority of the Board of
Directors in reference to amending the Articles of Incorporation, adopting a
plan of merger or consolidation, recommending to the Shareholders a voluntary
dissolution of the Corporation or a revocation thereof, or amending the Bylaws
of the Corporation.
Section 3. Tenure and Qualifications. Each member of the
Executive Committee shall hold office until the next regular annual meeting of
the Board of Directors following his designation and until his successor is
designated as a member of the Executive Committee and is elected and qualified.
Section 4. Meetings. Regular meetings of the Executive Committee
may be held without notice at such times and places as the Executive Committee
may fix from time to time by resolution. Special meetings of the Executive
Committee may be called by any member thereof upon not less than five (5) day's
notice, stating the place, date and hour of the meeting, which notice may be
written or oral, and if mailed by certified mail, shall be deemed to be
delivered when deposited in the United States mail addressed to the member of
the Executive Committee at his business address, postage prepaid. Any member of
the Executive Committee may waive notice of any meeting, and no notice of any
meeting need be given to any member thereof who attends in person. The notice of
a meeting of the Executive Committee need not state the business proposed to be
transacted at the meeting.
Section 5. Quorum. A majority of the members of the Executive
Committee shall constitute a quorum for the transaction of business at any
meeting thereof, and action of the Executive Committee must be authorized by the
affirmative vote of a majority of the members present at a meeting at which a
quorum is present.
Section 6. Action Without a Meeting. Any action that may be
taken by the Executive Committee at a meeting may be taken without a meeting if
a consent in writing, setting forth the action so to be taken, shall be signed
by all of the members of the Executive Committee before such action be taken
further. The Executive Committee can validly conduct a meeting by communicating
simultaneously with each other by means of conference telephones or similar
communications equipment.
Section 7. Vacancies. Any vacancy in the Executive Committee may
be filled by a resolution adopted by a majority of the full Board of Directors.
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Section 8. Resignations and Removal. Any member of the Executive
Committee may be removed at any time, with or without cause, by resolution
adopted by a majority of the full Board of Directors. Any member of the
Executive Committee may resign from the Executive Committee at any time by
giving written notice to the President or Secretary of the Corporation and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
Section 9. Procedure. The Executive Committee shall elect a
presiding officer from its members and may fix its own rules of procedure which
shall not be inconsistent with these Bylaws. It shall keep regular minutes of
its proceedings and report the same to the Board of Directors f or its
information at the meeting thereof held next after the proceedings shall have
been taken.
We, the undersigned, hereby certify that the foregoing Bylaws for
governing the operation and management of AIR LOGISTICS OF ALASKA, INC. were
duly adopted by the Directors at the meeting of such Directors held in
Lafayette, Louisiana, on the 2nd day of January, 1975.
/s/ KENNETH M JONES
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Kenneth M Jones, President
ATTEST:
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Secretary
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