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Exhibit 4.1
RESTATED ARTICLES OF INCORPORATION
OF
SKYWEST, INC.
WE, THE UNDERSIGNED, being the President and Secretary of SKYWEST,
INC., and acting pursuant to a resolution adopted by the board of directors of
said corporation at a meeting of said board of directors held on May 14, 1986
setting forth proposed restated articles of incorporation and stating that the
same correctly set forth without change the corresponding provisions of the
articles of incorporation as previously amended, hereby set forth in full and
sign said restated articles of incorporation:
ARTICLE I - NAME
The name of this corporation is SKYWEST, INC.
ARTICLE II - DURATION
The duration of this corporation is perpetual.
ARTICLE III - PURPOSES
The purpose or purposes for which this corporation is organized are:
a. To own, operate, manage, and maintain a general aviation
business and to engage in the sale, service and maintenance of
aircraft, to do charter, airline and any and all types and kinds of
flying services for hire and further to sell gasoline and any and all
concessions that would be used in the general aviation industry and to
give flight instruction both in the air and on the ground for any and
all licenses and ratings offered and approved by the Federal Aviation
Administration.
b. To acquire by purchase, exchange, gift, bequest,
subscription, or otherwise, and to hold, own, mortgage, pledge,
hypothecate, sell, assign, transfer, exchange, or otherwise dispose of
or deal in or with its own corporate securities or stock or other
securities, including without limitation, any shares of stock, bonds,
debentures, notes, mortgages, or other obligations, and any
certificates, receipts or other instruments representing rights or
interests therein or any property or assets created or issued by any
person, firm, association, or corporation, or any government or
subdivision, agency or instrumentality thereof; to make payment
therefore in any lawful manner or to use its unrestricted and
unreserved earned surplus for the purchase of its own shares, and to
exercise as owner or holder of any
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securities, any and all rights, powers and privileges in respect
thereof.
c. To do each and every thing necessary, suitable or proper for
the accomplishment of any of the purposes or the attainment of any one
or more of the subjects herein enumerated, or which may at any time
appear conducive to or expedient for protection or benefit of this
corporation, and to do said acts as fully and to the same extent as
natural persons might, or could do, in any part of the world as
principals, agents, partners, trustees or otherwise, either alone or in
conjunction with any other person, association or corporation.
d. The foregoing clauses shall be construed both as purposes
and powers and shall not be held to limit or restrict in any manner the
general powers of the corporation, and the enjoyment and exercise
thereof, as conferred by the laws of the State of Utah; and it is the
intention that the purposes and powers specified in each of the
paragraphs of this Article III shall be regarded as independent
purposes and powers.
ARTICLE IV - AUTHORIZED SHARES
This corporation is authorized to issue two classes of shares, to be
designated respectively Common Shares and Preferred Shares, as follows:
(a) The total number of Common Shares which this corporation shall have
authority to issue is 20,000,000, no par value per share.
(b) The total number of Preferred Shares which this corporation shall
have authority to issue is 5,000,000, no par value per share. The Board of
Directors shall have authority, without shareholder approval and by resolution
of the Board of Directors, to divide this class of Preferred Shares into series,
to designate each such series by a distinguishing letter, number, or title so as
to distinguish the shares thereof from the shares of all other series and
classes, and to fix and determine the following relative rights and preferences
of the shares of each series so established: (i) the rate of dividend, (ii) the
price at which, and the terms and conditions on which, the shares may be
redeemed, (iii) the amount payable upon the shares in the event of involuntary
liquidation, (iv) the amount payable upon the shares in the event of voluntary
liquidation, (v) any sinking fund provision for the redemption or purchase of
the shares, and (vi) the terms and conditions on which the shares may be
converted to sharesof another series or class, if the shares of any series are
issued with the privilege of conversion.
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ARTICLE V - AMENDMENT
These Articles of Incorporation may be amended by the affirmative vote
of a majority of the shares entitled to vote on each such amendment.
ARTICLE VI - SHAREHOLDER RIGHTS
The authorized treasury stock of this corporation may be issued at such
time, upon such terms and conditions and for such consideration as the Board of
Directors shall determine. Shareholders shall not have any preemptive rights.
At each election of Directors, each shareholder entitled to vote at
such election shall not have the right to accumulate his votes by giving one
candidate as many votes as the number of such Directors multiplied by the number
of his shares shall equal, or by distributing such votes on the same principle
among any number of such candidates.
ARTICLE VII - CAPITALIZATION
This corporation will not commence business until consideration of a
value of at least $1,000 has been received for the issuance of shares.
ARTICLE VIII - INITIAL OFFICE AND AGENT
The address of this corporation's initial registered office and the
name of its original registered agent at such address is: J. RALPH ATKIN, 37
North Main Street, St. George, Utah, 84770.
ARTICLE IX - DIRECTOR
The number of Directors constituting the initial Board of Directors of
this corporation is five (5). The names and addresses of persons who are to
serve as Directors until the first annual meeting of the stockholders, or until
their successors are elected and qualify, are :
J. Ralph Atkin 914 Bloomington Drive
St. George, Utah 84770
Jerry Fackrell 355 West 200 North
St. George, Utah 84770
Garn Huntington Middleton
St. George, Utah 84770
B. Glen Crawford 220 West 300 South
St. George, Utah 84770
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D. Scott McGregor 481 West 400 North
St. George, Utah 84770
(a) At the first annual meeting of the shareholders of the Corporation
and at each annual meeting thereafter, the shareholders shall elect Directors to
hold office until the next succeeding annual meeting of the shareholders. Each
Director so elected shall hold office for the term which he is elected, and
until his successors shall have been elected and qualified. Directors need not
be residents of the State of Utah, nor shareholders of the Corporation.
(b) The number of Directors of the Corporation, after its annual Board
of Directors meeting, shall be fixed by the by-laws of the Corporation, but
shall not in any case be less than three (3) in number, nor more than eleven.
Such number may be increased or decreased from time to time by amendments to the
Articles of Incorporation and the by-laws of the Corporation, but no decrease
thereof shall have the effect of shortening the term of any incumbent Director.
(c) The Board of Directors may sell, lease, exchange, mortgage, pledge,
or otherwise dispose of all or substantially all of the property and assets of
the Corporation, with or without the goodwill, upon such terms and conditions
and for such consideration as they deem necessary or desirable, without
stockholder approval.
ARTICLE X - INCORPORATORS
The name and address of each Incorporator is:
J. Ralph Atkin 914 Bloomington Drive
St. George, Utah 84770
Garn Huntington Middleton
St. George, Utah 84770
B. Glen Crawford 220 West 300 South
St. George, Utah 84770
ARTICLE XI
COMMON DIRECTORS - TRANSACTIONS BETWEEN CORPORATIONS
No contract or other transaction between this corporation and one or
more of its Directors or any other corporation, firm, association or entity in
which one or more of its Directors are directors or officers or are financially
interested, shall be either void or voidable because of such relationship or
interest, or because such Director or Directors are present at the meeting of
the Board of Directors, or a committee thereof which authorizes, approves or
ratifies such contract or transaction, or because his or their votes are counted
for such purpose if: (a) the fact of
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such relationship or interest is disclosed or known to the Board of Directors or
committee which authorizes, approves or ratifies the contract or transaction by
vote or consent sufficient for the purpose without counting the votes or
consents of such interested Director; or (b) the fact of such relationship or
interest is disclosed or known to the shareholders entitled to vote and they
authorize, approve or ratify such contract or transaction by vote or written
consent; or (c) the contract or transaction is fair and reasonable to the
corporation.
Common or interested Directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or committee thereof
which authorizes, approves or ratifies such contract or transaction.
DATED this 14 day of May, 1986.
/s/ Jerry C. Atkin
-------------------------
JERRY C. ATKIN, President
/s/ J. Ralph Atkin
-------------------------
J. RALPH ATKIN, Secretary
STATE OF UTAH )
) SS.
COUNTY OF WASHINGTON )
On the 14 day of May, 1986, personally appeared before me Jerry C.
Atkin and J. Ralph Atkin, who being by me duly sworn did say, each for himself,
that he, the said Jerry C. Atkin is the President, and he, the said J. Ralph
Atkin is the Secretary of SKYWEST, INC., and that the within and foregoing
instrument was signed in behalf of said corporation by authority of a resolution
of its Board of Directors, and said Jerry C. Atkin and J. Ralph Atkin each duly
acknowledge to me that said Corporation executed the same and that the seal
affixed is the seal of said Corporation.
My Commission Expires: /s/ Janice N. Hardy
-------------------------------
October 20, 1987 NOTARY PUBLIC
Residing at: St. George, Utah
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ARTICLES OF AMENDMENT
OF THE
RESTATED ARTICLES OF INCORPORATION
OF
SKYWEST, INC.
Pursuant to the provisions of the Utah Revised Business Corporation
Act, the undersigned corporation does hereby adopt the following amendment of
its Restated Articles of Incorporation and does hereby certify as follows:
1. The name of the corporation is SkyWest, Inc.
2. The Restated Articles of Incorporations are hereby amended as
follows:
a. Article IX of the Restated Articles of Incorporation of the
corporation is hereby amended to read in its
entirety as follows:
"ARTICLE IX - DIRECTORS
(a) The number of Directors of the corporation shall be fixed
in accordance with the By-Laws of the corporation, but shall
not in any case be less than three (3) in number, nor more than
eleven (11).
(b) The authorized number of Directors shall be divided into
three classes as nearly equal in number as possible. The
members of each class shall be elected for a term of three
years, and until their successors are elected and qualified. At
each annual meeting of the shareholders, one class of Directors
shall be elected to succeed the class of Directors whose terms
expire at such annual meeting.
(c) The Board of Directors may sell, lease, exchange, mortgage,
pledge, or otherwise dispose of all or substantially all of the
property and assets of the corporation, with or without the
goodwill, upon such terms and conditions and for such
consideration as they deem necessary or desirable, without
stockholder approval."
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b. A new Article XII is hereby added to the Restated Articles
of Incorporation to read in its entirety as follows:
"ARTICLE XII - DIRECTOR LIABILITY
The personal liability of any director to the corporation or to
its shareholders for monetary damages for any action taken or any
failure to take any action, as a director, is hereby eliminated to the
fullest extent permitted by Utah law. In the event the applicable Utah
law is amended to decrease or limit in any manner the protection or
rights available to directors hereunder, such amendment shall not be
retroactively applied in determining the personal liability of a
director pursuant to this Article XII prior to the enactment of such
amendment."
3. The amendments to the Articles of Incorporation were adopted by the
stockholders of the corporation on August 3, 1993.
4. The number of shares outstanding as of the record date for
determining stockholders entitled to vote on the amendments was Nine Million
Nine Hundred Forty-Five Thousand Six Hundred Eighteen (9,945,618) shares of
Common Stock, no par value, and the number of shares entitled to vote thereon
was Nine Million Nine Hundred Forty-Five Thousand Six Hundred Eighteen
(9,945,618). No other class of shares was issued and outstanding. The number of
shares represented at the meeting was Six Million Eight Hundred Twenty-Nine
Thousand Two Hundred Forty-Eight (6,829,248).
5. The number of shares of Common Stock voted for the amendment to
Article IX was Five Million One Hundred One Thousand Two Hundred Sixty-Seven
(5,101,267). Seven Hundred Forty-Seven Thousand Eight Hundred Seventeen
(747,817) shares of Common Stock voted against such amendment.
6. The number of shares of Common Stock voted for the amendment to add
Article XII was Five Million Six Hundred Twenty-Nine Thousand One Hundred
Fifty-Six (5,629,156). Two Hundred Sixty-Five Thousand Five Hundred Thirty-Eight
(265,538) shares of Common Stock voted against such amendment.
DATED the 11 day of August, 1993.
SKYWEST, INC.
By: /s/ Jerry C. Atkin
-----------------------------
Jerry C. Atkin, President and
Chief Executive Officer
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ARTICLES OF AMENDMENT
RESTATED ARTICLES OF INCORPORATION
OF
SKYWEST, INC.
PURSUANT TO THE PROVISIONS of the Utah Revised Business Corporation
Act, the undersigned corporation (the "Corporation") hereby adopts the following
Articles of Amendment to its Restated Articles of Incorporation:
I.
The name of the Corporation is SkyWest, Inc.
II.
The following amendments to the Restated Articles of Incorporation were
adopted by the shareholders of the Corporation on August 9, 1994 in the manner
prescribed by the Utah Revised Business Corporation Act:
Article IV of the Restated Articles of Incorporation is hereby amended
to read as follows:
ARTICLE IV
(a) The total number of Common Shares which this Corporation
shall have authority to issue is 40,000,000, no par value per share.
(b) The total number of Preferred Shares which this Corporation
shall have authority to issue is 5,000,000, no par value per share. The
Board of Directors shall have authority, without shareholder approval
and by resolution of the Board of Directors, to divide this class of
Preferred Shares into series, to designate each such series by a
distinguishing letter, number or title so as to distinguish the shares
thereof from the shares of all other series and classes, and to fix and
determine the following relative rights and preferences of the shares
of each series so established: (i) the rate of dividend, (ii) the price
at which, and the terms and conditions on which, the shares may be
redeemed, (iii) the amount payable upon the shares in the event of
involuntary liquidation, (iv) the amount payable upon the shares in the
event of voluntary liquidation, (v) any sinking fund provision for the
redemption or purchase of the shares, and (vi) the terms and conditions
on which the shares may be converted to shares of another series or
class, if the shares of any series are issued with the privilege of
conversion.
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Article IX of the Restated Articles of Incorporation is hereby amended
to read as follows:
ARTICLE IX
(a) The number of Directors of the Corporation shall be fixed
in accordance with the By-Laws of the Corporation, but shall not in any
case be less than three (3) in number, nor more than eleven (11).
(b) The Board of Directors may sell, lease, exchange, mortgage,
pledge, or otherwise dispose of all or substantially all of the
property and assets of the Corporation, with or without the goodwill,
upon such terms and conditions and for such consideration as they deem
necessary or desirable, without stockholder approval.
III.
The number of shares outstanding as of the date the foregoing
amendments were approved by the shareholders was 11,460,556 shares of Common
Stock, no par value (the "Common Stock"). The number of shares of the Common
Stock entitled to vote on such amendment was 11,460,556 shares. The number of
shares of Common Stock represented at the Annual Meeting of Shareholders at
which the foregoing amendments were approved was 9,491,852 shares. No
other class of shares was issued and outstanding.
IV.
The number of shares of the Common Stock voted for the Amendment to
Article IV was 7,606,036 and the number of shares which were voted
against such amendment were 1,870,216. The number of shares of Common
Stock voted for the Amendment to Article IX were 8,290,946 and the
number of shares which were voted against such amendment were 148,214.
DATED as of the 9th day of August, 1994.
SKYWEST, INC.
By: /s/ Jerry C. Atkin
--------------------------------
Its: President
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STATE OF UTAH )
: ss.
COUNTY OF WASHINGTON )
On this 9th day of August, 1994, personally appeared before me, Jerry
C. Atkin who being duly sworn by me, severally declared that he is the President
of SkyWest, Inc., a Utah corporation, and acknolwedged to me that he is the
person who signed the foregoing instrument for and on behalf of said corporation
and that the statements contained therein are true.
/s/ Lorraine Caldwell
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NOTARY PUBLIC
Residing at: Washington County
My Commission Expires:
August 1, 1996
[seal]
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