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ARTICLE VII
BOARD OF DIRECTORS
This Corporation shall have one (1) Director initially.
ARTICLE VIII
INITIAL DIRECTORS
The name and address of the initial Directors of this Corporation are:
Michael Cirillo
30 Broad Street, 43rd Floor
New York, NY 10004
The person named as initial Director shall hold office for the first year
of existence of this Corporation, or until his successors are elected or
appointed and have qualified, whichever occurs first.
ARTICLE IX
INCORPORATOR
The person and address of the person signing these Articles of
Incorporation as the Incorporator is James M. Schneider, Esq., c/o Atlas,
Pearlman, Trop & Borkson, P.A., 200 East Las Olas Boulevard, Suite 1900, Fort
Lauderdale, Florida 33301.
ARTICLE X
INDEMNIFICATION
This Corporation may indemnify any director, officer, employee or agent of
the Corporation to the fullest extent permitted by Florida law.
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ARTICLE XI
AFFILIATED TRANSACTIONS
This Corporation expressly elects not to be governed by Section 607.0901 of
the Florida Business Corporation Act, as amended from time to time, relating to
affiliated transactions.
IN WITNESS WHEREOF, the undersigned incorporator has executed the
foregoing Articles of Incorporation on the 28th day of May, 1997.
/s/ James M. Schneider
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James M. Schneider, Incorporator
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CERTIFICATE DESIGNATING REGISTERED AGENT
AND OFFICE FOR SERVICE OF PROCESS
SCHUYLKILL ACQUISITION CORP., a corporation existing under the laws of the
State of Florida with its principal office and mailing address c/o Atlas,
Pearlman, Trop & Borkson, P.A., 200 East Las Olas Boulevard, Suite 1900, Fort
Lauderdale, Florida 33301 has named James M. Schneider whose address is c/o
Atlas, Pearlman, Trop & Borkson, P.A., 200 East Las Olas Boulevard, Suite 1900,
Fort Lauderdale, Florida 33301 as its agent to accept service of process within
the State of Florida.
ACCEPTANCE:
Having been named to accept service of process for the above named
Corporation, at the place designated in this Certificate, I hereby accept the
appointment as Registered Agent, and agree to comply with all applicable
provisions of law. In addition, I hereby am familiar with and accept the duties
and responsibilities as Registered Agent for said Corporation.
/s/ James M. Schneider
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James M. Schneider
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Exhibit 3.2
ARTICLES OF AMENDMENT
TO ARTICLES OF INCORPORATION
OF
JET AVIATION TRADING, INC.
1. Article II of the Articles of Incorporation of Jet Aviation Trading,
Inc., a Florida corporation ("Corporation") f/k/a Schuylkill
Acquisition Corp. filed with the Secretary of State of Florida on May
28, 1997, is hereby replaced in its entirety to read as follows:
"Article II
The principal office and mailing address of the
Corporation is 15675 Northwest 15th Avenue, Miami,
Florida 33301."
2. Article VI of the Articles of Incorporation of the Corporation is
hereby deleted.
3. The foregoing Amendment was adopted by the directors of the Corporation
on August 14, 1997, without shareholder approval as permitted by Fla.
Statutes, Section 607.1002.
IN WITNESS WHEREOF, the undersigned President and Secretary of this
Corporation have executed these Articles of Amendment this 14th day of August,
1997.
Jet Aviation Trading, Inc.
Attested:
/s/ Marion N. Kolinatis /s/ Joseph J. Nelson
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its Secretary its President and Director
MARION N. KOLINATIS JOSEPH J. NELSON
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ITS SECRETARY ITS PRESIDENT AND DIRECTOR