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EXHIBIT 3.7
FORM OF
AMENDED AND RESTATED BYLAWS
of
INTERNATIONAL AIRCRAFT INVESTORS
(a California corporation)
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TABLE OF CONTENTS
Page
ARTICLE I. OFFICES . . . . . . . . . . . . 1
SECTION 1. PRINCIPAL EXECUTIVE OFFICE . . . . . . . . . . . . . . . 1
SECTION 2. OTHER OFFICES . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II. SHAREHOLDERS . . . . . . . . . . 1
SECTION 1. PLACE OF MEETINGS . . . . . . . . . . . . . . . . . . . 1
SECTION 2. ANNUAL MEETINGS . . . . . . . . . . . . . . . . . . . . 1
SECTION 3. SPECIAL MEETINGS . . . . . . . . . . . . . . . . . . . . 1
SECTION 4. NOTICE OF ANNUAL OR SPECIAL MEETINGS . . . . . . . . . . 2
SECTION 5. QUORUM . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 6. ADJOURNED MEETINGS AND NOTICE THEREOF . . . . . . . . . 3
SECTION 7. VOTING . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 8. RECORD DATE . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 9. CONSENT OF ABSENTEES . . . . . . . . . . . . . . . . . . 6
SECTION 10. ACTION WITHOUT MEETING . . . . . . . . . . . . . . . . . 7
SECTION 11. PROXIES . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 12. INSPECTORS OF ELECTION . . . . . . . . . . . . . . . . . 7
SECTION 13. CONDUCT OF MEETING . . . . . . . . . . . . . . . . . . . 8
SECTION 14. NOMINATION OF DIRECTORS . . . . . . . . . . . . . . . . 8
ARTICLE III. DIRECTORS . . . . . . . . . . . 9
SECTION 1. POWERS . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 2. NUMBER OF DIRECTORS . . . . . . . . . . . . . . . . . . 10
SECTION 3. ELECTION AND TERM OF OFFICE . . . . . . . . . . . . . . 10
SECTION 4. VACANCIES . . . . . . . . . . . . . . . . . . . . . . . 10
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SECTION 5. PLACE OF MEETING . . . . . . . . . . . . . . . . . . . . 11
SECTION 6. REGULAR MEETINGS . . . . . . . . . . . . . . . . . . . . 11
SECTION 7. SPECIAL MEETINGS . . . . . . . . . . . . . . . . . . . . 11
SECTION 8. QUORUM . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 9. PARTICIPATION IN MEETINGS BY CONFERENCE
TELEPHONE . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 10. WAIVER OF NOTICE . . . . . . . . . . . . . . . . . . . . 12
SECTION 11. ADJOURNMENT . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 12. FEES AND COMPENSATION . . . . . . . . . . . . . . . . . 13
SECTION 13. ACTION WITHOUT MEETING . . . . . . . . . . . . . . . . . 13
SECTION 14. RIGHTS OF INSPECTION . . . . . . . . . . . . . . . . . . 13
SECTION 15. COMMITTEES . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE IV. OFFICERS . . . . . . . . . . . 14
SECTION 1. OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 2. ELECTION . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 3. SUBORDINATE OFFICERS . . . . . . . . . . . . . . . . . . 14
SECTION 4. REMOVAL AND RESIGNATION . . . . . . . . . . . . . . . . 14
SECTION 5. VACANCIES . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 6. CHAIRMAN OF THE BOARD . . . . . . . . . . . . . . . . . 15
SECTION 7. PRESIDENT . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 8. VICE PRESIDENTS . . . . . . . . . . . . . . . . . . . . 15
SECTION 9. SECRETARY . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 10. CHIEF FINANCIAL OFFICER . . . . . . . . . . . . . . . . 16
SECTION 11. COMPENSATION . . . . . . . . . . . . . . . . . . . . . . 16
ARTICLE V. OTHER PROVISIONS . . . . . . . . . 16
SECTION 1. INSPECTION OF CORPORATE RECORDS . . . . . . . . . . . . 16
SECTION 2. INSPECTION OF BYLAWS . . . . . . . . . . . . . . . . . . 17
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SECTION 3. ENDORSEMENT OF DOCUMENTS; CONTRACTS . . . . . . . . . . 17
SECTION 4. CERTIFICATES OF STOCK . . . . . . . . . . . . . . . . . 18
SECTION 5. REPRESENTATION OF SHARES OF OTHER
CORPORATIONS . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 6. STOCK PURCHASE PLANS . . . . . . . . . . . . . . . . . . 19
SECTION 7. CONSTRUCTION AND DEFINITIONS . . . . . . . . . . . . . . 19
SECTION 8. AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 9. ANNUAL REPORT TO SHAREHOLDERS . . . . . . . . . . . . . 20
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AMENDED AND RESTATED BYLAWS
for the regulation, except
as otherwise provided by statute or
its Articles of Incorporation,
of
INTERNATIONAL AIRCRAFT INVESTORS
(a California corporation)
The Bylaws of International Aircraft Investors are hereby amended and restated
in their entirety to read as follows:
ARTICLE I. OFFICES
SECTION 1. PRINCIPAL EXECUTIVE OFFICE. The corporation's
principal executive office shall be fixed and located at such place as the
Board of Directors (herein called the "Board") shall determine. The Board is
granted full power and authority to change said principal executive office from
one location to another.
SECTION 2. OTHER OFFICES. Branch or subordinate offices
may be established at any time by the Board at any place or places.
ARTICLE II. SHAREHOLDERS
SECTION 1. PLACE OF MEETINGS. Meetings of shareholders
shall be held either at the principal executive office of the corporation or at
any other place within or without the State of California which may be
designated either by the Board or by the written consent of all persons
entitled to vote thereat, given either before or after the meeting and filed
with the Secretary.
SECTION 2. ANNUAL MEETINGS. The annual meetings of
shareholders shall be held on such date and at such time as may be fixed by the
Board. At such meetings, directors shall be elected and any other proper
business may be transacted.
SECTION 3. SPECIAL MEETINGS. Special meetings of the
shareholders may be called at any time by the Board, the Chairman of the Board,
the President, or by the holders of shares entitled to cast not less than ten
percent of the votes at such meeting. Upon request in writing to the Chairman
of the Board, the President, any Vice President or the Secretary by any person
(other than the Board) entitled to call a special meeting of shareholders, the
officer forthwith shall cause notice to be given to the shareholders entitled
to vote that a meeting will be
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held at a time requested by the person or persons calling the meeting, not less
than thirty-five nor more than sixty days after the receipt of the request. If
the notice is not given within twenty days after receipt of the request, the
persons entitled to call the meeting may give the notice.
SECTION 4. NOTICE OF ANNUAL OR SPECIAL MEETINGS. Written
notice of each annual or special meeting of shareholders shall be given not less
than ten nor more than sixty days before the date of the meeting to each
shareholder entitled to vote thereat. Such notice shall state the place, date
and hour of the meeting and (i) in the case of a special meeting, the general
nature of the business to be transacted, and no other businesses may be
transacted, or (ii) in the case of the annual meeting, those matters which the
Board, at the time of the mailing of the notice, intends to present for action
by the shareholders, but, subject to the provisions of applicable law, any
proper matter may be presented at the meeting for such action. To be properly
brought before an annual meeting, business must be (a) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the
Board, (b) otherwise properly brought before the meeting by or at the direction
of the Board, or (c) otherwise properly brought before the meeting by a
shareholder. For business to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the corporation. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices of the
corporation, not less than 60 days nor more than 90 days prior to the
anniversary date of the immediately preceding annual meeting of shareholders,
provided, however, that in the event that the annual meeting is called for a
date that is not within 30 days before or after such anniversary date, notice by
the shareholder to be timely must be so received not later than the close of
business on the 15th day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure was made. A
shareholder's notice to the Secretary shall set forth as to each matter the
shareholder proposes to bring before the annual meeting (a) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (b) the name and address, as
they appear on the corporation's books, of the shareholder proposing such
business, (c) the class and number of shares of the corporation which are
beneficially owned by the shareholder, and (d) any material interest of the
shareholder in such business. Notwithstanding anything in the Bylaws to the
contrary, no business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this Section 4. The Chairman of the
annual meeting shall, if the facts warrant, determine and declare to the meeting
that business was not properly brought before the meeting and in accordance with
the provisions of this Section 4, and if he should so determine, he shall so
declare to the meeting and any such business not properly brought before the
meeting shall not be transacted.
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The notice of any meeting at which directors are to be elected
shall include the names of nominees intended at the time of the notice to be
presented by management for election.
Notice of a shareholders' meeting shall be given either
personally or by first-class mail or, if the corporation has outstanding shares
held of record by 500 or more persons on the record date for the meeting,
notice may be given by third-class mail, or by other means of written
communication, addressed to the shareholder at the address of such shareholder
appearing on the books of the corporation or given by the shareholder to the
corporation for the purpose of notice, or, if no such address appears or is
given, at the place where the principal executive office of the corporation is
located or by publication at least once in a newspaper of general circulation
in the county in which the principal executive office is located. Notice by
mail shall be deemed to have been given at the time a written notice is
deposited in the United States mails, postage prepaid. Any other written
notice shall be deemed to have been given at the time it is personally
delivered to the recipient or is delivered to a common carrier for
transmission, or actually transmitted by the person giving the notice by
electronic means, to the recipient.
SECTION 5. QUORUM. A majority of the shares entitled to
vote, represented in person or by proxy, shall constitute a quorum at any
meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares represented and voting at the meeting (which shares
voting affirmatively also constitute at least a majority of the required
quorum) shall be the act of the shareholders, unless the vote of a greater
number or voting by classes is required by law or by the Articles, except as
provided in the following sentence. The shareholders present may continue to
do business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum.
SECTION 6. ADJOURNED MEETINGS AND NOTICE THEREOF. Any
shareholders' meeting, whether or not a quorum is present, may be adjourned
from time to time by the vote of a majority of the shares represented either in
person or by proxy, but in the absence of a quorum (except as provided in
Section 5 of this Article) no other business may be transacted at such meeting.
It shall not be necessary to give any notice of the time and
place of the adjourned meeting or of the business to be transacted thereat,
other than by announcement at the meeting at which such adjournment is taken;
provided, however, when any shareholders' meeting is adjourned for more than 45
days or, if after adjournment a new record date is fixed for the adjourned
meeting, notice of the adjourned meeting shall be given as in the case of an
original meeting.
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SECTION 7. VOTING. The shareholders entitled to notice of
any meeting or to vote at any such meeting shall be only persons in whose name
shares stand on the stock records of the corporation on the record date
determined in accordance with Section 8 of this Article.
The election of directors by the shareholders shall not be by
cumulative voting. At each election of directors, each shareholder entitled to
vote may vote all the shares held by that shareholder for each of the several
nominees for director up to the number of directors to be elected. The
shareholder may not cast more votes for any single nominee than the number of
shares held by that shareholder. This paragraph shall become effective only
when the corporation becomes a "listed corporation" within the meaning of
Section 301.5(d) of the California General Corporation Law.
Elections need not be by ballot; provided, however, that all
elections for directors must be by ballot upon demand made by a shareholder at
the meeting and before the voting begins.
In any election of directors, the candidates receiving the
highest number of votes of the shares entitled to be voted for them up to the
number of directors to be elected by such shares are elected.
Voting shall in all cases be subject to the provisions of Chapter
7 of the California General Corporation Law, and to the following provisions:
(a) Subject to clause (g), shares held by an administrator,
executor, guardian, conservator or custodian may be voted by such holder either
in person or by proxy, without a transfer of such shares into the holder's
name; and shares standing in the name of a trustee may be voted by the trustee,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by such trustee without a transfer of such shares into the trustee's name.
(b) 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 the receiver's name if
authority to do so is contained in the order of the court by which such
receiver was appointed.
(c) Subject to the provisions of Section 705 of the
California General Corporation Law and except where otherwise agreed in writing
between the parties, 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.
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(d) Shares standing in the name of a minor may be voted and
the corporation may treat all rights incident thereto as exercisable by the
minor, in person or by proxy, whether or not the corporation has notice, actual
or constructive, of the nonage, unless a guardian of the minor's property has
been appointed and written notice of such appointment given to the corporation.
(e) Shares standing in the name of another corporation,
domestic or foreign, may be voted by such officer, agent or proxyholder as the
bylaws of such other corporation may prescribe or, in the absence of such
provision, as the Board of Directors of such other corporation may determine
or, in the absence of such determination, by the chairman of the board,
president or any vice president of such other corporation, or by any other
person authorized to do so by the chairman of the board, president or any vice
president of such other corporation. Shares which are purported to be voted or
any proxy purported to be executed in the name of a corporation (whether or not
any title of the person signing is indicated) shall be presumed to be voted or
the proxy executed in accordance with the provisions of this clause, unless the
contrary is shown.
(f) Shares of the corporation owned by its subsidiary shall
not be entitled to vote on any matter.
(g) Shares held by the corporation in a fiduciary capacity,
and shares of the issuing corporation held in a fiduciary capacity by any
subsidiary, shall not be entitled to vote on any matter, except to the extent
that the settlor or beneficial owner possesses and exercises a right to vote or
to give the corporation binding instructions as to how to vote such shares.
(h) If shares stand of record in the names of two or more
persons, whether fiduciaries, members of a partnership, joint tenants, tenants
in common, husband and wife as community property, tenants by the entirety,
voting trustees, persons entitled to vote under a shareholder voting agreement
or otherwise, or if two or more persons (including proxyholders) have the same
fiduciary relationship respecting the same shares, unless the secretary of the
corporation is given written notice to the contrary and is furnished with a
copy of the instrument or order appointing them or creating the relationship
wherein it is so provided, their acts with respect to voting shall have the
following effect:
(i) If only one votes, such act binds all;
(ii) If more than one vote, the act of the majority so voting
binds all;
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(iii) If more than one vote, but the vote is evenly split on
any particular matter, each faction may vote the securities in question
proportionately.
If the instrument so filed or the registration of the shares shows that any
such tenancy is held in unequal interests, a majority or even split for the
purpose of this section shall be a majority or even split in interest.
SECTION 8. RECORD DATE. The Board may fix, in advance, a
record date for the determination of the shareholders entitled to notice of any
meeting or to vote or entitled to receive payment of any dividend or other
distribution, or any allotment of rights, or to exercise rights in respect of
any other lawful action. The record date so fixed shall be not more than 60
days nor less than 10 days prior to the date of the meeting nor more than 60
days prior to any other action. When a record date is so fixed, only
shareholders of record on that date are entitled to notice of and to vote at
the meeting or to receive the dividend, distribution, or allotment or rights,
or to exercise of the rights, as the case may be, notwithstanding any transfer
of shares on the books of the corporation after the record date. A
determination of shareholders of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of the meeting unless
the Board fixes a new record date for the adjourned meeting. The Board shall
fix a new record date if the meeting is adjourned for more than forty-five
days.
If no record date is fixed by the Board, the record date for
determining shareholders entitled to notice of or to vote at a meeting of
shareholders shall be at the close of business on the business day next
preceding the day on which notice is given or, if notice is waived, at the
close of business on the business day next preceding the day on which the
meeting is held. The record date for determining shareholders for any purpose
other than set forth in this Section 8 or Section 10 of this Article shall be
at the close of business on the day on which the Board adopts the resolution
relating thereto, or the sixtieth day prior to the date of such other action,
whichever is later.
SECTION 9. CONSENT OF ABSENTEES. The transactions of any
meeting of shareholders, however called and noticed, and wherever held, are as
valid as though had at a meeting duly held after regular call and notice, if a
quorom is present either in person or by proxy, and if, either before or after
the meeting, each of the persons entitled to vote, not present in person or by
proxy, signs a written waiver of notice, or a consent to the holding of the
meeting or an approval of the minutes thereof. All such waivers, consents or
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting. Attendance of a person at a meeting shall constitute a
waiver of notice of and presence at such meeting, except when the person
objects, at the beginning of the meeting, to the transaction of
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any business because the meeting is not lawfully called or convened and except
that attendance at a meeting is not a waiver of any right to object to the
consideration of matters required by the California General Corporation Law to
be included in the notice but not so included, if such objection is expressly
made at the meeting. Neither the business to be transacted at nor the purpose
of any regular or special meeting of shareholders need be specified in any
written waiver of notice, consent to the holding of the meeting or approval of
the minutes thereof, except as provided in Section 601(f) of the California
General Corporation Law.
SECTION 10. ACTION WITHOUT MEETING. Any action required or
permitted to be taken by the shareholders of the corporation must be effected
at an annual or special meeting of shareholders of the corporation and may not
be effected by any consent in writing of such shareholders.
SECTION 11. PROXIES. Every person entitled to vote shares
has the right to do so either in person or by one or more persons authorized by
a written proxy executed by such shareholder and filed with the Secretary with
respect to such shares. Any proxy duly executed is not revoked and continues
in full force and effect until revoked by the person executing it prior to the
vote pursuant thereto. Such revocation may be effected either, (i) by a
writing delivered to the Secretary of the Corporation stating that the proxy is
revoked, (ii) or by a subsequent proxy executed by the person executing the
prior proxy and presented to the meeting, or (iii) by attendance at the meeting
and voting in person by the person executing the proxy; provided, however, that
no proxy shall be valid after the expiration of eleven months from the date of
its execution unless otherwise provided in the proxy.
SECTION 12. INSPECTORS OF ELECTION. In advance of any
meeting of shareholders, the Board may appoint inspectors of election to act at
such meeting and any adjournment thereof. If inspectors of election be not so
appointed, or if any persons so appointed fail to appear or refuse to act, the
chairman of any such meeting may, and on the request of any shareholder or
shareholder's proxy shall, make such appointment at the meeting. The number of
inspectors shall be either one or three. If appointed at a meeting on the
request of one or more shareholders or proxies, the majority of shares present
shall determine whether one or three inspectors are to be appointed.
The duties of such inspectors shall be as prescribed by Section
707(b) of the California General Corporation Law and shall include:
determining the number of shares outstanding and the voting power of each;
determining the shares represented at the meeting; determining the existence of
a quorum; determining the authenticity, validity and effect of proxies;
receiving votes, ballots or consents; hearing and determining all challenges
and questions in any way arising in connection with
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the right to vote; counting and tabulating all votes or consents; determining
when the polls shall close; determining the result; and doing such acts as may
be proper to conduct the election or vote with fairness to all shareholders.
If there are three inspectors of election, the decision, act or certificate of
a majority is effective in all respects as the decision, act or certificate of
all.
SECTION 13. CONDUCT OF MEETING. The President shall preside
as chairman at all meetings of the shareholders. The chairman shall conduct
each such meeting in a businesslike and fair manner, but shall not be obligated
to follow any technical, formal or parliamentary rules or principles of
procedure. The chairman's rulings on procedural matters shall be conclusive
and binding on all shareholders, unless at the time of a ruling a request for a
vote is made to the shareholders holding shares entitled to vote and which are
represented in person or by proxy at the meeting, in which case the decision of
a majority of such shares shall be conclusive and binding on all shareholders.
Without limiting the generality of the foregoing, the chairman shall have all
of the powers usually vested in the chairman of a meeting of shareholders.
SECTION 14. NOMINATION OF DIRECTORS. Only persons who are
nominated in accordance with the procedures set forth in this Section 14 shall
be eligible for election as directors. Nominations of persons for election to
the Board of the corporation may be made at a meeting of shareholders by or at
the direction of the Board or by any shareholder of the corporation entitled to
vote for the election of directors at the meeting who complies with the notice
procedures set forth in this Section 14. Such nominations, other than those
made by or at the direction of the Board, shall be made pursuant to timely
notice in writing to the Secretary of the corporation. To be timely, a
shareholder's notice shall be delivered to or mailed and received at the
principal executive offices of the corporation not less than 60 days nor more
than 90 days prior to the anniversary date of the immediately preceding annual
meeting of shareholders; provided, however, that in the event that the annual
meeting is called for a date that is not within 30 days before or after such
anniversary date, notice by the shareholder to be timely must be so received not
later than the close of business on the 15th day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was made.
Such shareholder's notice shall set forth (a) as to each person whom the
shareholder proposes to nominate for election or re-election as a director,
(i) the name, age, business address and residence address of such person,
(ii) the principal occupation or employment of such person, (iii) the class and
number of shares of the corporation which are beneficially owned by such person
and (iv) any other information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (including without limitation such persons' written
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consent to being named in the proxy statement as a nominee and to serving as a
director if elected); and (b) as to the shareholder giving the notice (i) the
name and address, as they appear on the corporation's books, of such
shareholder and (ii) the class and number of shares of the corporation which
are beneficially owned by such shareholder. At the request of the Board any
person nominated by the Board for election as a director shall furnish to the
Secretary of the corporation that information required to be set forth in a
shareholder's notice of nomination which pertains to the nominee. No person
shall be eligible for election as a director of the corporation unless
nominated in accordance with the procedures set forth in this Section 14. The
Chairman of the meeting shall, if the facts warrant, determine and declare to
the meeting that a nomination was not made in accordance with the procedures
prescribed by the Bylaws, and if he should so determine, he shall so declare to
the meeting and the defective nomination shall be disregarded.
ARTICLE III. DIRECTORS
SECTION 1. POWERS. Subject to limitations of the Articles,
of these Bylaws and of the California General Corporation Law relating to
action required to be approved by the shareholders or by the outstanding
shares, the business and affairs of the corporation shall be managed and all
corporate powers shall be exercised by or under the direction of the Board.
The Board may delegate the management of the day-to-day operation of the
business of the corporation to a management company or other person provided
that the business and affairs of the corporation shall be managed and all
corporate powers shall be exercised under the ultimate direction of the Board.
Without prejudice to such general powers, but subject to the same limitations,
it is hereby expressly declared that the Board shall have the following powers
in addition to the other powers enumerated in these Bylaws:
(a) To select and remove all the other officers, agents and
employees of the corporation, prescribe the powers and duties for them as may
not be inconsistent with law, the Articles or these Bylaws, fix their
compensation and require from them security for faithful service.
(b) To conduct, manage and control the affairs and business
of the corporation and to make such rules and regulations therefor not
inconsistent with law, the Articles or these Bylaws, as they may deem best.
(c) To adopt, make and use a corporate seal, and to prescribe
the forms of certificates of stock, and to alter the form of such seal and of
such certificates from time to time as they may deem best.
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(d) To authorize the issuance of shares of stock of the
corporation from time to time, upon such terms and for such consideration as
may be lawful.
(e) To borrow money and incur indebtedness for the purposes
of the corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations or other evidences of debt and securities therefor.
SECTION 2. NUMBER OF DIRECTORS. The authorized number of
directors shall not be less than five nor more than nine until changed by
amendment of the Articles or by a Bylaw duly adopted by the shareholders
amending this Section 2. The exact number of directors shall be fixed, within
the limits specified by amendment to the next sentence duly adopted either by
the Board or the shareholders. The exact number of directors shall be seven
until changed as provided in this Section 2.
SECTION 3. ELECTION AND TERM OF OFFICE. The directors
shall be elected at each annual meeting of the shareholders, but if any such
annual meeting is not held or the directors are not elected thereat, the
directors may be elected at any special meeting of shareholders held for that
purpose. Each director shall hold office until the next annual meeting and
until a successor has been elected and qualified.
SECTION 4. VACANCIES. Any director may resign effective
upon giving written notice to the Chairman of the Board, the President, the
Secretary or the Board, unless the notice specifies a later time for the
effectiveness of such resignation. If the resignation is effective at a future
time, a successor may be elected to take office when the resignation becomes
effective.
Vacancies in the Board, except those existing as a result of a
removal of a director, may be filled by a majority of the remaining directors,
though less than a quorum, or by a sole remaining director, and each director
so elected shall hold office until the next annual meeting and until such
director's successor has been elected and qualified.
A vacancy or vacancies in the Board shall be deemed to exist in
case of the death, resignation or removal of any director, or if the authorized
number of directors be increased, or if the shareholders fail, at any annual or
special meeting of shareholders at which any director or directors are elected,
to elect the full authorized number of directors to be voted for at that
meeting.
The Board may declare vacant the office of a director who has
been declared of unsound mind by an order of court or convicted of a felony.
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The shareholders may elect a director or directors at any time to
fill any vacancy or vacancies not filled by the directors.
No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of the director's term
of office.
SECTION 5. PLACE OF MEETING. Regular or special meetings
of the Board shall be held at any place within or without the State of
California which has been designated from time to time by the Board. In the
absence of such designation, regular meetings shall be held at the principal
executive office of the corporation.
SECTION 6. REGULAR MEETINGS. Immediately following each
annual meeting of shareholders the Board shall hold a regular meeting for the
purpose of organization, election of officers and the transaction of other
business.
Other regular meetings of the Board shall be held without call on
such dates and at such times as may be fixed by the Board. Call and notice of
all regular meetings of the Board are hereby dispensed with.
SECTION 7. SPECIAL MEETINGS. Special meetings of the Board
for any purpose or purposes may be called at any time by the Chairman of the
Board, the President, any Vice President, the Secretary or by any two
directors.
Special meetings of the Board shall be held upon four days'
written notice or forty-eight hours' notice given personally or by telephone,
including voice messaging system or other system or technology designed to
record and communicate messages, telegraph, facsimile, electronic mail or other
electronic means. Any such notice shall be addressed or delivered to each
director at such director's address as it is shown upon the records of the
corporation or as may have been given to the corporation by the director for
purposes of notice or, if such address is not shown on such records or is not
readily ascertainable, at the place in which the meetings of the directors are
regularly held.
Notice by mail shall be deemed to have been given at the time a
written notice is deposited in the United States mails, postage prepaid. Any
other written notice shall be deemed to have been given at the time it is
personally delivered to the recipient or is delivered to a common carrier for
transmission, or actually transmitted by the person giving the notice by
electronic means, to the recipient. Oral notice shall be deemed to have been
given at the time it is communicated, in person or by telephone or wireless, to
the recipient or to a person at the office of the recipient who the person
giving the notice has reason to believe will promptly communicate it to the
recipient.
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SECTION 8. QUORUM. A majority of the authorized number of
directors constitutes a quorum of the Board for the transaction of business,
except to adjourn as provided in Section 11 of this Article. Every act or
decision done or made by a majority of the directors present at a meeting duly
held at which a quorum is present shall be regarded as the act of the Board,
unless a greater number be required by law or by the Articles. A meeting at
which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken is approved by
at least a majority of the required quorum for such meeting.
SECTION 9. PARTICIPATION IN MEETINGS BY CONFERENCE
TELEPHONE. Members of the Board may participate in a meeting through use of
conference telephone, electronic video screen communication or other
communications equipment. Participation in a meeting pursuant to this Section
9 constitutes presence in person at that meeting if all of the following apply:
(A) Each member participating in the meeting can communicate
with all of the other members concurrently;
(B) Each member is provided the means of participating in all
matters before the Board, including the capacity to propose, or to
interpose an objection, to a specific action to be taken by the
corporation;
(C) The corporation adopts and implements some means of
verifying both of the following:
(i) A person communicating by telephone, electronic
video screen, or other communications equipment is a director
entitled to participate in the Board meeting; and
(ii) All statements, questions, actions, or votes
were made by that director and not by another person not
permitted to participate as a director.
SECTION 10. WAIVER OF NOTICE. Notice of a meeting need not
be given to any director who signs a waiver of notice or a consent to holding
the meeting or an approval of the minutes thereof, whether before or after the
meeting, or who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to such director. All such waivers, consents
and approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
SECTION 11. ADJOURNMENT. A majority of the directors
present, whether or not a quorum is present, may adjourn any directors' meeting
to another time and place. Notice of the time and place of holding an
adjourned meeting need not be given to absent directors if the time and place
be fixed at the meeting adjourned, except as provided in the next sentence. If
the
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meeting is adjourned for more than 24 hours, notice of any adjournment to
another time or place shall be given prior to the time of the adjourned meeting
to the directors who were not present at the time of the adjournment.
SECTION 12. FEES AND COMPENSATION. Directors and member of
committees may receive such compensation, if any, for their services, and such
reimbursement for expenses, as may be fixed or determined by the Board. This
section shall not preclude any director from serving the corporation as an
officer, agent, employee, or in any other capacity, and receiving compensation
for those services.
SECTION 13. ACTION WITHOUT MEETING. Any action required or
permitted to be taken by the Board may be taken without a meeting if all
members of the Board shall individually or collectively consent in writing to
such action. Such consent or consents shall have the same effect as a unanimous
vote of the Board and shall be filed with the minutes of the proceedings of the
Board.
SECTION 14. RIGHTS OF INSPECTION. Every director shall have
the absolute right at any reasonable time to inspect and copy all books,
records and documents of every kind and to inspect the physical properties of
the corporation and also of its subsidiary corporations, domestic or foreign.
Such inspection by a director may be made in person or by agent or attorney and
includes the right to copy and obtain extracts.
SECTION 15. COMMITTEES. The Board may appoint one or more
committees, each consisting of two or more directors, and delegate to such
committees any of the authority of the Board except with respect to:
(a) The approval of any action for which the General
Corporation Law also requires shareholders' approval or approval of the
outstanding shares;
(b) The filling of vacancies in the Board or on any
committee;
(c) The fixing of compensation of the directors for serving
on the Board or on any committee;
(d) The amendment or repeal of bylaws or the adoption of new
bylaws;
(e) The amendment or repeal of any resolution of the Board
which by its express terms is not so amendable or repealable;
(f) A distribution to the shareholders of the corporation
except at a rate or in a periodic amount or within a price range
determined by the Board; or
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(g) The appointment of other committees of the Board or the
members thereof.
Any such committee must be designated, and the members or
alternate members thereof appointed, by resolution adopted by a majority of the
authorized number of directors and any such committee may be designated an
Executive Committee or by such other name as the Board shall specify.
Alternate members of a committee may replace any absent member at any meeting
of the committee. The Board shall have the power to prescribe the manner in
which proceedings of any such committee shall be conducted. In the absence of
any such prescription, such committee shall have the power to prescribe the
manner in which its proceedings shall be conducted. Unless the Board or such
committee shall otherwise provide, the regular and special meetings and other
actions of any such committee shall be governed by the provisions of this
Article applicable to meetings and actions of the Board. Minutes shall be
kept of each of meeting of each committee.
ARTICLE IV. OFFICERS
SECTION 1. OFFICERS. The officers of the corporation shall
be a President, a Secretary and a Chief Financial Officer. The corporation may
also have, at the discretion of the Board, a Chairman of the Board, one or more
Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Chief
Financial Officers, and such other officers as may be elected or appointed in
accordance with the provisions of Section 3 of this Article.
SECTION 2. ELECTION. The officers of the corporation,
except such officer as may be elected or appointed in accordance with the
provisions of Section 3 or Section 5 of this Article, shall be chosen annually
by, and shall serve at the pleasure of, the Board, and shall hold their
respective offices until their resignation, removal, or other disqualification
from service, or until their respective successors shall be elected.
SECTION 3. SUBORDINATE OFFICERS. The Board may elect, and
may empower the President to appoint, such other officers as the business of
the corporation may require, each of whom shall hold office for such period,
have such authority and perform such duties as are provided in these Bylaws or
as the Board may from time to time determine.
SECTION 4. REMOVAL AND RESIGNATION. Any officer may be
removed, either with or without cause, by the Board at any time or, except in
the case of an officer chosen by the Board, by any officer upon whom such power
of removal may be conferred by the Board. Any such removal shall be without
prejudice to the rights, if any, of the officer under any contract of
employment of the officer.
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Any officer may resign at any time by giving written notice to
the corporation, but without prejudice to the rights, if any, of the
corporation under any contract to which the officer is a party. Any such
resignation shall take effect at the date of the receipt of such notice or at
any later time specified therein and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
SECTION 5. VACANCIES. A vacancy in any office because of
death, resignation, removal, disqualification or any other cause shall be
filled in the manner prescribed in these Bylaws for regular election or
appointment to such office.
SECTION 6. CHAIRMAN OF THE BOARD. The Chairman of the
Board, if there shall be such an officer, shall, if present, preside at all
meetings of the Board and exercise and perform such other powers and duties as
may be from time to time assigned by the Board.
SECTION 7. PRESIDENT. Subject to such powers, if any, as
may be given by the Board to the Chairman of the Board, if there be such an
officer, the President is the general manager and chief executive officer of
the corporation and has, subject to the control of the Board, general
supervision, direction and control of the business and officers of the
corporation. The President shall preside at all meetings of the shareholders
and, in the absence of the Chairman of the Board, or if there be none, at all
meetings of the Board. The President has the general powers and duties of
management usually vested in the office of president and general manager of a
corporation and such other powers and duties as may be prescribed by the Board.
SECTION 8. VICE PRESIDENTS. In the absence or disability
of the President, the Vice Presidents in order of their rank as fixed by the
Board or, if not ranked, the Vice President designated by the Board, shall
perform all 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. The
Vice Presidents shall have such other powers and perform such other duties as
from time to time may be prescribed for them respectively by the Board.
SECTION 9. SECRETARY. The Secretary shall keep or cause to
be kept, at the principal executive office and such other place as the Board
may order, a book of minutes of all meetings of shareholders, the Board and its
committees, with the time and place of holding, whether regular or special, and
if special, how authorized, the notice thereof given, the names of those
present at Board and committee meetings, the number of shares present or
represented at shareholders' meetings, and the proceedings thereof. The
Secretary shall keep, or cause to be kept, a copy of the Bylaws of the
corporation at the principal
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executive office or business office in accordance with Section 213 of the
California General Corporation Law.
The Secretary shall keep, or cause to be kept, at the principal
executive office or at the office of the corporation's transfer agent or
registrar, if one be appointed, a share register, or a duplicate share
register, showing the names of the shareholders and their addresses, the number
and classes of shares held by each, the number and date of certificates issued
for the same, and the number and date of cancellation of every certificate
surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of all
meetings of the shareholders and of the Board and any committees thereof
required by these Bylaws or by law to be given, shall keep the seal of the
corporation in safe custody, and shall have such other powers and perform such
other duties as may be prescribed by the Board.
SECTION 10. CHIEF FINANCIAL OFFICER. The Chief Financial
Officer, who may also be referred to as the Treasurer, is the chief financial
officer of the corporation and shall keep and maintain, or cause to be kept and
maintained, adequate and correct accounts of the properties and business
transactions of the corporation, and shall send or cause to be sent to the
shareholders of the corporation such financial statements and reports as are by
law or these Bylaws required to be sent to them. The books of account shall at
all times be open to inspection by any director.
The Treasurer shall deposit all moneys and other valuables in the
name and to the credit of the corporation with such depositaries as may be
designated by the Board. The Treasurer shall disburse the funds of the
corporation as may be ordered by the Board, shall render to the President and
the directors, whenever they request it, an account of all transactions as
Treasurer and of the financial condition of the corporation, and shall have
such other powers and perform such other duties as may be prescribed by the
Board.
SECTION 11. COMPENSATION. Salaries of officers and other
shareholders employed by the corporation shall be fixed from time to time by
the Board or established under employment agreements approved by the Board. No
officer shall be prevented from receiving this salary because he or she is also
a director of the corporation.
ARTICLE V. OTHER PROVISIONS
SECTION 1. INSPECTION OF CORPORATE RECORDS.
(a) A shareholder or shareholders holding at least five
percent in the aggregate of the outstanding voting shares of the
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corporation or who hold at least one percent of those voting shares and have
filed a Schedule 14A with the United States Securities and Exchange Commission
relating to the election of directors of the corporation shall have an absolute
right to do either or both of the following:
(i) Inspect and copy the record of shareholders' names and
addresses and shareholdings during usual business hours upon five business
days' prior written demand upon the corporation; or
(ii) Obtain from the transfer agent, if any, for the
corporation, upon five business days' prior written demand and upon the
tender of its usual charges for such a list (the amount of which charges
shall be stated to the shareholder by the transfer agent upon request), a
list of the shareholders' names and addresses who are entitled to vote for
the election of directors and their shareholdings, as of the most recent
record date for which it has been compiled or as of a date specified by
the shareholder subsequent to the date of demand.
(b) The record of shareholders shall also be open to
inspection and copying by any shareholder or holder of a voting trust
certificate at any time during usual business hours upon written demand on the
corporation, for a purpose reasonably related to such holder's interest as a
shareholder or holder of a voting trust certificate.
(c) The accounting books and records and minutes of
proceedings of the shareholders and the Board and committees of the Board shall
be open to inspection upon written demand on the corporation of any shareholder
or holder of a voting trust certificate at any reasonable time during usual
business hours, for a purpose reasonably related to such holder's interests as
a shareholder or as a holder of such voting trust certificate.
(d) Any inspection and copying under this Article may be
made in person or by agent or attorney.
SECTION 2. INSPECTION OF BYLAWS. The corporation shall
keep in its principal executive office in the State of California, or if its
principal executive office is not in such State at its principal business
office in such State, the original or a copy of these Bylaws as amended to
date, which shall be open to inspection by shareholders at all reasonable times
during office hours. If the principal executive office of the corporation is
located outside the State of California and the corporation has no principal
business office in such state, it shall upon the written request of any
shareholder furnish to such shareholder a copy of these Bylaws as amended to
date.
SECTION 3. ENDORSEMENT OF DOCUMENTS; CONTRACTS. Subject to
the provisions of applicable law, any note, mortgage, evidence of indebtedness,
contract, share certificate, conveyance
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or other instrument in writing and any assignment or endorsements thereof
executed or entered into between the corporation and any other person, when
signed by the Chairman of the Board, the President or any Vice President and
the Secretary, any Assistant Secretary, the Treasurer or Chief Financial
Officer or any Assistant Treasurer or Assistant Chief Financial Officer of the
corporation is not invalidated as to the corporation by any lack of authority
of the signing officers in the absence of actual knowledge on the part of the
other person that the signing officers had no authority to execute the same.
Any such instruments may be signed by any other person or persons and in such
manner as from time to time shall be determined by the Board, and, unless so
authorized by the Board, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or engagement or to pledge
its credit or to render it liable for any purpose or amount.
SECTION 4. CERTIFICATES OF STOCK. Every holder of shares
of the corporation shall be entitled to have a certificate signed in the name
of the corporation by the Chairman of the Board, the President or a
Vice-President and by the Treasurer or Chief Financial Officer or an Assistant
Treasurer or Assistant Chief Financial Officer or the Secretary or an Assistant
Secretary, certifying the number of shares and the class or series or shares
owned by the shareholder. Any or all of the signatures on the certificate may
be facsimile. If any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if such
person were an officer, transfer agent or registrar at the date of issue.
Certificates for shares may be issued prior to full payment under
such restrictions and for such purposes as the Board may provide; provided,
however, that on any certificate issued to represent any partly paid shares,
the total amount of the consideration to be paid therefor and the amount paid
thereon shall be stated.
Except as provided in this section, no new certificate for shares
shall be issued in lieu of an old one unless the latter is surrendered and
cancelled at the same time. The Board may, however, if any certificate for
shares is alleged to have been lost, stolen or destroyed, authorize the
issuance of a new certificate in lieu thereof, and the corporation may require
that the corporation be given a bond or other adequate security sufficient to
indemnify it against any claim that may be made against it (including expense
or liability) on account of the alleged loss, theft or destruction of such
certificate or the issuance of such new certificate.
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SECTION 5. REPRESENTATION OF SHARES OF OTHER CORPORATIONS.
The President or any other officer or officers authorized by the Board or the
President are each authorized to vote, represent and exercise on behalf of the
corporation all rights incident to any and all shares of any other corporation
or corporations standing in the name of the corporation. The authority herein
granted may be exercised either by any such officer in person or by any other
person authorized so to do by proxy or power of attorney duly executed by said
officer.
SECTION 6. STOCK PURCHASE PLANS. The corporation may adopt
and carry out a stock purchase plan or agreement or stock option plan or
agreement providing for the issue and sale for such consideration as may be
fixed of its unissued shares, or of issued shares acquired or to be acquired,
to one or more of the employees or directors of the corporation or of a
subsidiary or to a trustee on their behalf and for the payment for such shares
in installments or at one time, and may provide for aiding any such persons in
paying for such shares by compensation for services rendered, promissory notes
or otherwise.
Any such stock purchase plan or agreement or stock option plan or
agreement may include, among other features, the fixing of eligibility for
participation therein, the class and price of shares to be issued or sold under
the plan or agreement, the number of shares which may be subscribed for, the
method of payment therefor, the reservation of title until full payment
therefor, the effect of the termination of employment, an option or obligation
on the part of the corporation to repurchase the shares upon termination of
employment, restrictions upon transfer of the shares, the time limits of and
termination of the plan, and any other matters, not in violation of applicable
law, as may be included in the plan as approved or authorized by the Board or
any committee of the Board.
SECTION 7. CONSTRUCTION AND DEFINITIONS. Unless the
context otherwise requires, the general provisions, rules of construction and
definitions contained in the General Provisions of the California Corporations
Code and in the California General Corporation Law shall govern the
construction of these Bylaws.
SECTION 8. AMENDMENTS. These Bylaws may be amended or
repealed either by the approval of the Board; or by the affirmative vote of the
holders entitled to exercise at least 66-2/3% of the voting power of the
corporation, voting together as a single class; provided, however, that after
the issuance of shares, a bylaw specifying or changing a fixed number of
directors or the maximum or minimum number or changing from a fixed to a
variable number of directors or vice versa may only be adopted by the
affirmative vote of the holders entitled to exercise at least 66-2/3% of the
voting power of the corporation, voting together as a single class, and a bylaw
reducing the fixed number or the minimum number of directors to a number less
than
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five shall be subject to the provisions of Section 212(a) of the California
General Corporation Law.
SECTION 9. ANNUAL REPORT TO SHAREHOLDERS. The annual
report to shareholders referred to in Section 1501 of the California General
Corporation Law is expressly waived, but nothing herein shall be interpreted as
prohibiting the Board from issuing annual or other periodic reports to
shareholders.
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CERTIFICATE OF SECRETARY
OF
INTERNATIONAL AIRCRAFT INVESTORS
(a California corporation)
I hereby certify that I am the duly elected and acting Secretary
of said corporation and that the foregoing Bylaws, comprising __ pages,
constitute the Bylaws of said corporation as duly adopted at a meeting of the
Board of Directors thereof held on
--------------------------------
Secretary
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