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Exhibit 3.3
AMENDED BYLAWS
OF
JET AVIATION TRADING, INC.
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders of
the corporation shall be held during the month of December of each year or at
such other time designated by the Board of Directors of the corporation.
Business trans acted at the annual meeting shall include the election of
directors of the corporation. If the designated day shall fall on a Saturday,
Sunday or legal holiday, then the meeting shall be held on the first business
day thereafter.
Section 2. Special Meetings. Special meetings of the shareholders shall
be held when directed by the President or the Board of Directors, or when
requested in writing by the holders of not less than ten (10%) percent of all
the shares entitled to vote at the meeting. A meeting requested by shareholders
shall be called for a date not less than ten (10) nor more than sixty (60) days
after the request is made, unless the shareholders requesting the meeting
designate a later date. The call for the meeting shall be issued by the
Secretary, unless the President, Board of Directors, or Shareholders requesting
the meeting shall designate another person to do so.
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Section 3. Place. Meetings of shareholders shall be held at the
principal place of business of the corporation or at such other place as may be
designated by the Board of Directors.
Section 4. Notice. Written notice stating the place, day and hour of
the meeting and, in the 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 sixty (60) days before the meeting, either personally or by first class
mail, by or at the direction of the President, the Secretary or the officer or
persons calling the meeting to each shareholder of record entitled to vote at
such meeting. If mailed, 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 books of the corporation, with postage
thereon prepaid.
Section 5. Notice of Adjourned Meeting. When a meeting is adjourned to
another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, and at the adjourned
meeting any business may be transacted that might have been transacted on the
original date of the meeting. If, however, after the adjournment the Board of
Directors fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given as provided in this Article to each shareholder
of record on the new record date entitled to vote at such meeting.
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Section 6. Shareholder Quorum and Voting. A majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the shareholders unless otherwise provided by
law.
Section 7. Voting of Shares. Each outstanding share shall be entitled
to one vote on each matter submitted to a vote at a meeting of shareholders.
Section 8. Proxies. A shareholder may vote either in person or by proxy
executed in writing by the shareholder or his duly authorized attorney-in-fact.
No proxy shall be valid after eleven (11) months from the date thereof unless
otherwise provided in the proxy.
Section 9. Action by Shareholders Without a Meeting. Any action
required by law, these Bylaws, or the Articles of Incorporation of the
corporation to be taken at any annual or special meeting of shareholders, may be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding shares having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted, as is provided by law.
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ARTICLE II
DIRECTORS
Section 1. Function. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the corporation shall be
managed under the direction of, the Board of Directors.
Section 2. Qualification. Directors need not be residents of Florida or
shareholders of the corporation.
Section 3. Compensation. The Board of Directors shall have authority to
fix the compensation of directors.
Section 4. 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 he
votes against such action or abstains from voting in respect thereto because of
an asserted conflict of interest.
Section 5. Number of Directors. The corporation shall have a Board of
Directors of such number not less than two (2) nor more than seven (7), as shall
be determined and fixed by either the shareholders or the Board of Directors at
their annual meeting or at any special meeting of either the shareholders or the
Board of Directors called for that purpose.
Section 6. Election and Term. The persons named in the Articles of
Incorporation as the members of the initial Board of Directors shall hold office
until
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the first annual meeting of shareholders, and until their successors shall have
been elected and qualified or until their earlier resignation, removal from
office or death.
At the first annual meeting of shareholders and at each annual meeting
thereafter the shareholders shall elect directors to hold office until the next
succeeding annual meeting. Each director shall hold office for a term for which
he is elected and until his earlier resignation, removal from office or death.
Section 7. Vacancies. Any vacancy occurring in the Board of Directors,
including any vacancies created by reason of an increase in the number of
directors, the remaining directors in office, though less than a quorum, by a
majority vote, may appoint any qualified person to fill such vacancy for the
unexpired term and until his successor shall be duly chosen.
Section 8. Removal of Directors. At an annual meeting or at a special
meeting of shareholders called expressly for that purpose, any director or the
entire Board of Directors may be removed, with or without cause, by a vote of
the holders of a majority of the shares then entitled to vote at an election of
directors.
Section 9. Resignation. A director may resign at any time by giving
written notice to the Board of Directors, the President or the Secretary of the
Corporation. Unless otherwise specified in the notice, the resignation of such
officer shall take effect upon receipt thereof by the Board of Directors, and
the acceptance of the resignation shall not be necessary to make it effective.
Section 10. Quorum and Voting. A majority of the number of directors
fixed by these Bylaws shall constitute a quorum for the transaction of business.
The
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act of a majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.
Section 11. Executive and Other Committees. The Board of Directors, by
resolution adopted by a majority of the full Board of Directors, may designate
from among its members an executive committee and one or more other committees
each of which, to the extent provided in such resolution, shall have and may
exercise all the authority of the Board of Directors, except as is provided by
law.
Section 12. Place of meeting. Regular and special meetings of the Board
of Directors shall be held at the principal place of business of the corporation
or at such other place as may be designated by the President.
Section 13. Time, Notice and Call of Meetings. Regular meetings of the
Board of Directors shall be held immediately following the annual meeting of
shareholders and at such other times as the Board of Directors may determine.
Written notice of the time and place of meetings of the Board of Directors,
other than the regular annual meeting, shall be given to each director by either
personal delivery, telegram or cablegram at least three (3) days before the
meeting or by notice mailed to the director at least ten (10) days before the
meeting.
Notice of a meeting of the Board of Directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a director states,
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at the beginning of the meeting, any objection to the transaction of business
because the meeting is not lawfully called or convened.
Neither the business to be transacted at, or 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.
A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the Board of Directors to another time and place.
Notice of any such adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
Meetings of the Board of Directors may be called by the President of
the corporation or by any one director. Members of the Board of Directors may
participate in a meeting of such board by means of a conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other at the same time. Participation by such means
shall constitute presence in person at a meeting.
Section 14. Action Without a Meeting. Any action required to be taken
at a meeting of the Board of Directors, or any action which may be taken at a
meeting of the Board of Directors or a committee thereof, may be taken without a
meeting if a consent in writing, setting forth the action so to be taken, signed
by all of the directors, or all the members of the committee, as the case may
be, is filed in the
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minutes of the proceedings of the board or of the committee. Such consent shall
have the same effect as a unanimous vote.
ARTICLE III
OFFICERS
Section 1. Officers. The officers of the corporation shall consist of a
President, a Secretary and a Treasurer, each of whom shall be elected by the
Board of Directors. Such other officers and assistant officers and agents as may
be deemed necessary may be elected or appointed by the Board of Directors from
time to time. Any two or more offices may be held by the same person. The Board
of Directors shall have authority to fix the compensation of officers.
Section 2. Duties. The officers of this corporation shall have the
following duties:
The President shall be the chief executive officer of the corporation,
shall have general and active management of the business and affairs of the
corporation subject to the directions of the Board of Directors, and shall
preside at all meetings of the shareholders and Board of Directors.
The Secretary shall have custody of, and maintain, all of the corporate
records except the financial records; shall record the minutes of all meetings
of the shareholders and Board of Directors, send all notices of all meetings and
perform such other duties as may be prescribed by the Board of Directors or the
President.
The Treasurer shall have custody of all corporate funds and financial
records, shall keep full and accurate accounts of receipts and disbursements and
render
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accounts thereof at the annual meetings of shareholders and whenever else
required by the Board of Directors or the President, and shall perform such
other duties as may be prescribed by the Board of Directors or the President.
Section 3. Removal, Resignation, Vacancy of Officers. An officer or
agent elected or appointed by the Board of Directors may be removed by the board
whenever in its judgment the best interests of the corporation will be served
thereby. An officer may resign at any time by delivering a written notice to the
Corporation. Any vacancy in any office may be filled by the Board of Directors.
ARTICLE IV
STOCK CERTIFICATES
Section 1. Issuance. Every holder of shares in the corporation shall be
entitled to have a certificate representing all shares to which he is entitled.
No certificate shall be issued for any share until such share is fully paid.
Section 2. Form. Certificates representing shares in the corporation
shall be signed by the President or a Vice President and the Secretary or an
Assistant Secretary and may be sealed with the seal of the corporation or a
facsimile thereof.
Section 3. Transfer of Stock. The corporation shall register a stock
certificate presented to it for transfer if the certificate is properly endorsed
by the holder of record or by his duly authorized attorney.
Section 4. Lost, Stolen, or Destroyed Certificates. If the shareholder
shall claim to have lost or destroyed a certificate of shares issued by the
corporation, a new certificate shall be issued upon the making of an affidavit
of that fact by the
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person claiming the certificate of stock to be lost, stolen or destroyed and, at
the discretion of the Board of Directors, upon the deposit of a bond or other
indemnity in such amount and with such sureties, if any, as the Board may
reasonably require.
ARTICLE V
BOOKS AND RECORDS
Section 1. Books and Records. The corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its shareholders, Board of Directors and committees of directors.
The corporation shall keep at its registered office or principal place
of business a record of its shareholders, giving the names and addresses of all
shareholders and the numbers of the shares held by each.
Any books, records and minutes may be in written form or in any other
form capable of being converted into written form within a reasonable time.
Section 2. Shareholders' Inspection Rights. Any person who shall have
been a holder of record of shares or of voting trust certificates therefore at
least six (6) months immediately preceding his demand or shall be the holder of
record of, or the holder of record of voting trust certificates for, at lease
five (5%) percent of the outstanding shares of the corporation, upon written
demand stating the purpose thereof shall have the right to examine, in person or
by agent or attorney, records of accounts, minutes and records of shareholders
and to make extracts therefrom.
Section 3. Financial Information. The Corporation shall furnish its
shareholders with annual financial statements not later than four (4) months
after the
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close of each fiscal year. Such financial statements shall include a balance
sheet showing in reasonable detail the financial condition of the corporation as
of the close of its fiscal year, a profit and loss statement showing the results
of the operations of the corporation during its fiscal year and a statement of
cash flows for that year..
Upon the written request of any shareholder or holder of voting trust
certificates for shares of the corporation, the corporation shall mail to each
shareholder or holder of voting trust certificates a copy of the most recent
such financial statements.
The financial statements shall be filed in the registered office of the
corporation in Florida, shall be kept for at least five (5) years, and shall be
subject to inspection during business hours by any shareholders or holder of
voting trust certificates, in person or by agent.
ARTICLE VI
DIVIDENDS
The Board of Directors of the corporation may, from time to time,
declare and the corporation may pay dividends on its shares in cash, property or
its own shares, except when the corporation is insolvent or when the payment
thereof would render the corporation insolvent, subject to the provisions of the
Florida Statutes.
ARTICLE VII
CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be in
circular form.
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ARTICLE VIII
FISCAL YEAR
The fiscal year of the corporation shall end on such date as shall be
determined by the Board of Directors.
ARTICLE IX
AMENDMENTS
These Bylaws may be altered, amended, repealed or added to by the vote
of the Board of Directors of this corporation at any regular meeting of the
Board, or at a special meeting of directors called for that purpose. These
Bylaws, and any amendments thereto, and new Bylaws added by the Board of
Directors, may be amended, altered or replaced by the shareholders at any annual
or special meeting of the shareholders.
ARTICLE X
INDEMNIFICATION
Section 1. Actions in General. The Corporation shall indemnify any
person who was or is party or is threatened to be made a party to any
threatened, pending or completed action, suit, or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was a Director,
Officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, or is or was
serving at the request of the Corporation as trustee or administrator or in
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any other fiduciary capacity under any pension, profit sharing, deferred
compensation or other plan, or any employee welfare benefit plan of the
Corporation. The indemnification shall be against expenses (including attorneys'
fees), judgment, fines, and amounts paid in settlement actually and reasonably
incurred by such person in connection with the action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit, or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that such person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation and, with respect to any
criminal action or proceedings, he had reasonable cause to believe that his
conduct was unlawful.
Section 2. Action By or In Right of Corporation. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending, or completed action, suit or proceeding by or in the
right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a Director, Officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, or is or was serving as a trustee or
administrator or in any other fiduciary capacity under any person,
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profit sharing, deferred compensation or other plan, or any employee welfare
benefit plan of the Corporation. The indemnification shall be against expenses
(including attorneys' fees) reasonably incurred by him in connection with the
defense and settlement of the action or suit, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Corporation, except that no indemnification shall be made in respect of any
claim, issue, or matter as to which the person has been adjudged to be liable
for negligence or misconduct in the performance of his duty to the Corporation
unless (and only to the extent that) the court in which the action or suit was
brought, or a court of equity in the county in which the Corporation has its
principal office, determines upon application that, despite the adjudication of
liability but in view of all circumstances of the case, the person is fairly and
reasonably entitled to indemnity for the expenses which the court shall deem
proper.
Section 3. Determination that Indemnification is Proper. Any
indemnification under Sections 1 or 2 of this Article (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the Director, Officer, employee,
agent, trustee, administrator or other fiduciary is proper in the circumstances
because he has met the applicable standard of conduct set forth in said Sections
1 or 2. The determination shall be made (1) by the Board of Directors by a
unanimous vote of all of the Directors then in office who were not parties to
the action, suit or proceeding, or, (2) if the disinterested Directors so
direct, the determination of the propriety of any
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indemnification under this Article shall be made, in a written opinion, by
independent legal counsel, (i.e., a lawyer who is not a Director, Officer,
employee or agent of the Corporation or such other corporation, partnership,
joint venture, trust or other enterprise, or is not or was not serving at the
request of the Corporation as a trustee or administrator or in any other
fiduciary capacity under any pension, profit sharing, deferred compensation or
other plan, or any employee welfare benefit plan of the Corporation, and who is
not a partner or professional associate of any Director, Officer, employee or
agent of the Corporation or such other corporation, partnership, joint venture,
trust or other enterprise), or (3) by the unanimous vote of all disinterested
Stockholders.
Section 4. Indemnification Against Expenses Incurred in Successful
Defense. Unless otherwise expressly provided by the Articles of Incorporation of
the Corporation, to the extent that a Director, Officer, employee, agent,
trustee, administrator or other fiduciary of the Corporation has been successful
on the merits or otherwise in defense of any action, suit or proceeding referred
to in Sections 1 or 2, or in defense of any claim, issue, or matter therein
mentioned, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith, no
determination pursuant to Section 1 shall be required in such instance.
Section 5. Payment of Expenses in Advance of Final Disposition of
Action. Expenses (including attorneys' fees) incurred in defending a civil or
criminal action, suit or proceeding shall be paid by the Corporation in advance
of the final
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disposition thereof if authorized in the specific case by a preliminary
determination, following the procedures set forth in Section 3, that there is a
reasonable basis for a belief that the Director, Officer, employee, agent,
trustee, administrator or other fiduciary met the applicable standard of conduct
set forth in Sections 1 or 2, but only upon receipt of an undertaking by or on
behalf of the Director, Officer, employee, agent, trustee, administrator or
other fiduciary reasonably assuring that such amount will be repaid unless it
shall ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Article.
Section 6. Non-Exclusive Right to Indemnity Inures to Benefit of Heirs
and Personal Representatives. The foregoing rights of indemnification shall be
in addition to all rights to which any such Director, Officer, employee, agent,
trustee, administrator or other fiduciary may be entitled as a matter of law,
and shall continue as to a person who has ceased to be such a Director, Officer,
employee, agent, trustee, administrator or other fiduciary and inure to the
benefit of the heirs and personal representatives of such person.
Section 7. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, or is or was serving at the request of the Corporation as a trustee
or administrator or in any other fiduciary capacity under any pension, profit
sharing, deferred compensation or other plan, or any employee welfare benefit
plan of the Corporation, against any liability asserted against him and incurred
by him in any such capacity, or arising out
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of his status as such, whether or not the Corporation would have the power or
would be required to indemnify him against the liability under the provisions of
this Article or of the laws of this State.
Section 8. Gender. Whenever used in this Article X, the masculine
gender shall include the feminine and neuter genders.
Section 9. Certain Persons not to be Indemnified. Notwithstanding the
foregoing provisions of this Article X, the Corporation shall not indemnify any
bank, trust company, investment adviser, or any actuary against any liability
which they may have by reason of their acting as a "fiduciary" of any employee
benefit plan (as that term is defined in the Employee Retirement Income Security
Act, as amended from time to time) established for the benefit of this
Corporation's employees.
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