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EXHIBIT 3.2
BYLAWS
OF
MESA AIR GROUP, INC.
(AS AMENDED, OCTOBER 15, 1996)
ARTICLE I
OFFICES AND CORPORATE SEAL
1.1 Offices. The registered office of the corporation in the State of
Nevada shall be located at 530 Las Vegas Boulevard South, Las Vegas, Nevada
89101. The corporation may conduct business and may have such other offices,
either within or without the state of incorporation, as the Board of Directors
may designate or as the business of the corporation may from time to time
require.
1.2 Corporate Seal. A corporate seal is not required on any instrument
executed for the corporation. If a corporate seal is used, it shall be either a
circle having on its circumference "Mesa Air Group, Inc.," and in the center
"Incorporated 1996 Nevada," or a circle having on its circumference the words
"Corporate Seal."
ARTICLE II
SHAREHOLDERS
2.1 Annual Meeting. The annual meeting of the shareholders shall be
held on March 15 of each year, commencing in 1997, at 10:00 o'clock a.m., or at
such other time or on such other day as shall be fixed by the Board of
Directors, for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday such meeting shall be held on the next
succeeding business day.
2.2 Special Meetings. The Chairman of the Board may and the Chairman
of the Board or the Secretary shall, on written request of two members of the
Board of Directors or of shareholders owning not less than 50 percent of the
outstanding voting shares of the corporation, call special meetings of the
shareholders, for any purpose or purposes unless otherwise prescribed by
statute. The written request and the notice of the special meeting shall state
the purposes of the meeting and the business transacted at the meeting shall be
limited to the purposes stated in the notice.
2.3 Place of Meeting. The Board of Directors and the Chairman of the
Board or the Secretary shall fix the time and place of all meetings of
shareholders.
2.4 Notice of Meeting. Written notice stating the place, day and hour
of the meeting and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than 10 nor more than
60 days before the date of the meeting either personally or by mail to each
shareholder of record entitled to vote at such meeting. If mailed,
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such notice shall be deemed to be delivered when deposited in the United States
mail, addressed to the shareholder at this address as it appears on the stock
transfer books of the corporation, with postage thereon prepaid.
2.5 Fixing Date for Determination of Shareholders of Record. To
determine the shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or entitled to express written consent
to corporate action in writing without a meeting, or entitled to receive payment
of any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of shares
or for the purpose of any other lawful action, the Board of Directors of the
corporation may fix, in advance, a record date which shall not be more than 60
days nor less than 10 days before the date of such meeting, nor more than 60
days nor less than 10 days prior to any other action.
2.6 Shareholder List. The officer or agent having charge of the stock
transfer books shall prepare, at least ten days before each meeting of
shareholders, a complete list of the shareholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order with the
address of and the number of shares held by each shareholder of record.
2.7 Quorum. A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. All shares represented and entitled to vote on any
single subject matter which may be brought before the meeting shall be counted
for the purposes of a quorum. Only those shares entitled to vote on a particular
subject matter shall be counted for the purposes of voting on that subject
matter. Business may be conducted once a quorum is present and may continue
until adjournment of the meeting notwithstanding the withdrawal or temporary
absence of sufficient shares to reduce the number present to less than a quorum.
Unless otherwise required by law, the affirmative vote of the majority of shares
represented at the meeting and entitled to vote on a subject matter shall
constitute the act of the shareholders; provided, however, that if the shares
then represented are less than required to constitute a quorum, the affirmative
vote must be such as would constitute a majority if a quorum were present and,
provided further, that the affirmative vote of the majority of the shares then
present is sufficient in all cases to adjourn the meeting.
2.8 Proxies. At all meetings of shareholders, a shareholder may vote
in person or by proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact. No proxy shall be valid after six months from the
date of its execution, unless otherwise provided in the proxy, but in no event
shall the proxy be valid for greater than seven years. Subject to these
restrictions, any proxy properly created is not revoked and continues in full
force and effect until another instrument or transmission revoking it or a
properly created proxy bearing a later date is filed with or transmitted to the
Secretary.
2.9 Voting Rights. Unless otherwise provided in the Articles of
Incorporation or by the Nevada Revised Statutes, each outstanding share of
capital stock shall be entitled to one vote on each matter submitted to a vote
at a meeting of shareholders. At each election for directors every shareholder
entitled to vote at such election shall have the right to vote, in
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person or by proxy, the number of shares owned by him for as many persons as
there are directors to be elected for whose election he has a right to vote.
Cumulative voting shall not be permitted. The candidates receiving the highest
number of votes up to the number of directors to be elected are elected.
ARTICLE III
BOARD OF DIRECTORS
3.1 General Powers. The business and affairs of the corporation shall
be managed by its Board of Directors. The directors shall in all cases act as a
Board, and they may adopt such rules and regulations for the conduct of their
meetings and the management of the corporation, as they may deem proper, not
inconsistent with these Bylaws and the laws of Nevada.
3.2 Number, Tenure and Qualifications. The Board of Directors shall
consist of seven directors. Each director shall hold office until the next
annual meeting of shareholders and until his successor shall have been elected
and qualified, or until his earlier resignation or removal. Should the number of
directors be fixed at nine or more, the Board may, by resolution, classify the
Board into three classes of directors. Each class of directors shall be elected
for staggered terms so that approximately one-third of the total number of
directors shall be elected at each annual meeting. Directors need not be
residents of the State of Nevada or shareholders of the corporation.
3.3 Annual Meetings. The Board of Directors shall hold its annual
meeting immediately following the annual meeting of shareholders at the place
announced at the annual meeting of shareholders. No notice is necessary to hold
the annual meeting, provided a quorum is present. If a quorum is not present,
the annual meeting shall be held at the next regular meeting or as a special
meeting.
3.4 Regular Meetings. The Board of Directors may hold regular
meetings without notice at the times and places determined by the Board of
Directors.
3.5 Special Meetings. The Chairman of the Board or Secretary may, and
on written request of two directors shall, call special meetings of the Board of
directors on not less than two days' notice to each director personally or by
telegram or telephone, or on not less than five days' notice to each director by
mail.
3.6 Telephonic Meetings. Regular or special meetings of the Board of
Directors may be held at any place within or without State of Nevada and may be
held by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other,
their participation in such a meeting to constitute presence in person.
3.7 Waiver of Notice. Attendance of a director at a meeting shall
constitute waiver of notice unless the director objects at the commencement of
the meeting that the meeting is not
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lawfully called or convened. Any director may waive notice of any meeting by
executing a written waiver of notice.
3.8 Quorum. A majority of the directors then serving shall constitute
a quorum for the transaction of business, but if less than said number is
present at a meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice. The act of a majority of the
directors present at a meeting at which a quorum is present, unless otherwise
provided by the Nevada Revised Statutes, these Bylaws or the Articles of
Incorporation, shall be the act of the Board of Directors.
3.9 Newly Created Directorships. The Board of Directors may increase
the number of directors by a majority vote. Newly created directorships
resulting from an increase in the number of directors may be filled by a
majority vote of the directors then in office. The term of any newly created
directorship shall be determined by the Board of Directors.
3.10 Removal of Directors. At a meeting of shareholders called
expressly for that purpose and by a vote of the holders of not less than
two-thirds of the shares then entitled to vote at an election of the directors,
any director or the entire Board of Directors may be removed, with or without
cause.
3.11 Vacancies. Directors shall be elected to fill any vacancy by a
majority vote of the remaining directors, though not less than a quorum, or by a
sole remaining director. A director elected to fill a vacancy caused by
resignation, death or removal shall be elected to hold office for the unexpired
term of his or her successor.
3.12 Committees of the Board. The Board of Directors, by resolution
adopted by a majority of the 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 and permitted by the Nevada Revised
Statutes, shall have and may exercise all the authority of the Board. The Board,
with or without cause, may dissolve any such committee or remove any member
thereof at any time. The designation of any such committee and the delegation
thereto of authority shall not operate to relieve the Board, or any member
thereof, of any responsibility imposed by law. No committee shall have the power
or authority to amend the Articles of Incorporation or Bylaws; adopt a plan of
merger or consolidation, recommend to the shareholders the sale, lease, or other
disposition of all or substantially all the property and assets of its business,
or recommend to the shareholders a voluntary dissolution of the corporation.
Each committee shall keep regular minutes of its meetings.
3.13 Action without a Meeting. Any action required or permitted to be
taken by the Board of Directors at a meeting may be taken without a meeting if
all directors consent thereto in writing. Such consent shall have the same
effect as a unanimous vote. The writing or writings shall be filed with the
minutes of the Board of Directors.
3.14 Compensation. The corporation may pay, or reimburse the directors
for, the expenses of attendance at each meeting of the Board of Directors. The
corporation may pay the directors a fixed sum for attendance at each meeting of
the Board of Directors and a stated
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salary as director or directors may be granted stock options or a combination
thereof. The Board of Directors shall establish and set forth in its minutes the
amount or rate of compensation of directors.
3.15 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 unless his
dissent shall be entered in the minutes of the meeting or unless he shall file a
written dissent to such action with the Secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered or certified
mail to the Secretary of the Corporation within three business days after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
ARTICLE IV
OFFICERS
4.1 Number. The officers of the corporation shall be a Chairman of
the Board, a President, a Secretary, a Chief Financial Officer, and a Treasurer,
each of whom shall be appointed by the Board of Directors. Such other officers,
assistant officers and agents as deemed necessary may be elected or appointed by
the Board of Directors. Any two or more offices may be held by the same person,
except the offices of President and Secretary.
4.2 Tenure and Duties of Officers. The officers of the corporation to
be appointed by the Board of Directors at the annual meeting of the Board of
Directors. Officers shall hold office at the pleasure of the Board and shall
exercise the power and perform the duties determined from time to time by the
Board of Directors until his successor shall have been duly elected and shall
have qualified or until his death or until he shall resign or shall have been
removed in the manner hereinafter provided.
4.3 Removal. Any officer or agent elected or appointed by the Board
of Directors may be removed by the affirmative vote of a majority of the
directors, but such removal shall be without prejudice to the contract rights,
if any, of the person so removed.
4.4 Chairman of the Board. The Chairman of the Board shall be the
chief executive officer of the corporation and, subject to the control of the
directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present, preside at all meetings of
the shareholders and of the directors and in general shall perform all duties
incident to the office of Chairman of the Board and such other duties as may be
prescribed by the directors from time to time. Unless otherwise ordered by the
Board of Directors, the Chairman of the Board shall have full power and
authority on behalf of the corporation to attend and to act and to vote at any
meeting of security holders of other corporations in which the corporation may
hold securities. At such meeting, the Chairman of the Board shall possess and
may exercise any and all rights and powers incident to the ownership of such
securities which the corporation might have possessed and exercised if it had
been present. The Board of Directors from time to time may confer similar powers
upon any other person or persons.
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4.5 President. In the absence of the Chairman of the Board or in the
event of his inability or refusal to act, the President shall perform the duties
of the Chairman of the Board, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the Chairman of the Board.
4.6 Vice Presidents. There shall be as many vice presidents as the
Board of Directors chooses to appoint. Vice Presidents shall perform the duties
assigned to them by the Board of Directors of the Chairman of the Board or the
President. Any one of the vice Presidents, as authorized by the Board of
Directors, shall have all the powers and perform all the duties of President if
the President is temporarily absent or unable to act.
4.7 Secretary. The Secretary shall attend all meetings of the Board
of Directors and the shareholders and shall keep the minutes of the
shareholders' and of the directors' meetings in one or more books provided for
that purpose, see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law, have charge of the corporate
records, books, and accounts, and keep a register of the post office address of
each shareholder which shall be furnished to the Secretary by such shareholder,
have general charge of the stock transfer books of the corporation, sign with
the Chairman of the Board certificates for shares of the corporation, and in
general perform all duties incident to the office of Secretary, and perform such
other duties as from time to time may be assigned to him by the Board of
Directors or the Chairman of the Board.
4.8 Chief Financial Officer/Treasurer. The Chief Financial
Officer/Treasurer shall be the chief financial officer of the Corporation. If
required by the Board of Directors, the Chief Financial Officer/Treasurer shall
give a bond for the faithful discharge of his duties in such sum and with such
surety as the directors shall determine. He shall have charge and custody of and
be responsible for all funds and securities of the corporation; receive and give
receipts for monies due and payable to the corporation from any source
whatsoever, and deposit all such monies in the name of the corporation in such
banks, trust companies or other depositories as shall be selected by the Board
of Directors and in general perform all of the duties incident to the office of
Chief Financial Officer/Treasurer and such other duties as from time to time may
be assigned to him by the Chairman of the Board or by the directors.
ARTICLE V
CERTIFICATES FOR SHARES AND THEIR TRANSFER
5.1 Certificates for Shares.
5.1.1 Certificates representing the shares of the corporation
shall be in such form as shall be determined by the Board of Directors.
Such certificates shall be signed by the Chairman of the Board or
President and by the Secretary or an Assistant Secretary of the
corporation. The signatures of such officers upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent or
registered by a registrar, other than the corporation itself or an
employee of the corporation. No certificate shall be issued for any
share until such share is fully paid.
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5.1.2 If the corporation is authorized to issue shares of more
than one class, every certificate representing shares issued by the
corporation shall set forth or summarize upon the face or back of the
certificate, or shall state that the corporation will furnish to any
shareholder upon request and without charge, a full statement of the
designations, preferences, limitations and relative rights of the
shares of each class authorized to be issued, together with the
variations in the relative rights and preferences between the various
shares.
5.1.3 Each certificate representing shares shall state upon the
face thereof (i) that the corporation is organized under the laws of
the State of Nevada, (ii) the name of the person to whom issued, (iii)
the number, class and designation of the series, if any, which the
certificate represents, and (iv) the par value of each share
represented by the certificate or a statement that the shares are
without par value; and the (v) date of issue.
5.1.4 Any restriction on the right to transfer shares and any
reservation of lien on the shares shall be noted on the face or the
back of the certificate by providing (i) a statement of the terms of
such restriction or reservation, (ii) a summary of the terms of such
restriction or reservation and a statement that the corporation will
mail to the shareholder a copy of such restrictions or reservations
without charge within five (5) days after receipt of written notice
therefor, (iii) if the restriction or reservation is contained in the
Articles of Incorporation or Bylaws of the corporation, or in an
instrument in writing to which the corporation is a party, a statement
of that effect and a statement that the corporation will mail to the
shareholder a copy of such restriction or reservation without charge
within five days after receipt of written request therefor, or (iv) if
each such restriction or reservation is contained in an instrument in
writing to which the corporation is not a party, a statement to that
effect.
5.1.5 Each certificate for shares shall be consecutively
numbered or otherwise identified.
5.2 Transfers of Shares.
5.2.1 Upon surrender to the corporation or the transfer agent
of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority
to transfer, it shall be the duty of the corporation to issue a new
certificate to the person entitled thereto, and cancel the old
certificate; every such transfer shall be entered on the transfer book
of the corporation.
5.2.2 The corporation shall be entitled to treat the holder of
record of any shares as the holder in fact thereof, and, accordingly,
shall not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person whether or not
it shall have express or other notice thereof, except as expressly
provided by the laws of Nevada.
5.3 Lost, Destroyed, Mutilated, or Stolen Certificates. The holder of
any shares of the corporation shall immediately notify the corporation of any
loss, destruction, mutilation, or
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theft of the certificate therefor, and the Board of Directors, may, in its
discretion, cause a new certificate or certificates to be issued to him, in case
of mutilation of the certificate, upon the surrender of the mutilated
certificate, or, in case of loss, destruction, or theft of the certificate, upon
a satisfactory proof of such loss, destruction, or theft, and, if the Board of
Directors shall so determine, the submission of a properly executed lost
security affidavit and indemnity agreement, or the deposit of a bond in such
form and in such sum, and with such surety or sureties, as the Board may direct.
ARTICLE VI
INDEMNIFICATION
6.1 Indemnification. Every person who was or is a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he or a person of whom he is the legal representative is or was
a director or officer of the corporation or is or was serving at the request of
the corporation or for its benefit as a director or officer of another
corporation, or as its representative in a partnership, joint venture, trust or
other enterprise, shall be indemnified and held harmless to the fullest extent
legally permissible under the general corporation law of the State of Nevada
from time to time against all expenses, liability and loss (including attorneys'
fees, judgments, fines and amounts paid or to be paid in settlement) reasonably
incurred or suffered by him in connection therewith. The Board of Directors may
in its discretion cause the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding to be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. No such person shall be indemnified against, or be reimbursed for,
any expense or payments incurred in connection with any claim or liability
established to have arisen out of his own willful misconduct or gross
negligence. Any right of indemnification shall not be exclusive of any other
right which such directors, officers or representatives may have or hereafter
acquire and, without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any Bylaws,
agreement, vote of stockholders, provision of law or otherwise, as well as their
rights under this Article.
6.2 Insurance. The Board of Directors may cause the corporation to
purchase and maintain insurance on behalf of any person who is or was a director
or officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or not the corporation would
have the power to indemnify such person.
6.3 Right to Amend Indemnification Provisions. The Board of Directors
may from time to time adopt further Bylaws with respect to indemnification and
may amend these and
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such Bylaws to the full extent permitted by the General Corporation Law of the
State of Nevada.
ARTICLE VII
REPEAL, ALTERATION OR AMENDMENT
These Bylaws may be altered, amended or repealed or new Bylaws may be
adopted by a vote of the majority of the Board of Directors.
CERTIFICATE
I, Gary E. Risley, the duly elected, qualified and acting Secretary of
Mesa Air Group, Inc., a Nevada corporation, do hereby certify that the above and
foregoing are the Bylaws of this corporation duly and regularly adopted by the
Board of Directors.
IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of
October, 1996.
______________________________
Secretary
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