Exhibit 3.2
By-Laws of
HAMILTON AEROSPACE TECHNOLOGIES, INC.
(A Delaware Corporation)
OFFICES
1. The principal place of business of the Corporation shall be located at 6901
South Park Avenue, Tucson, Arizona 85706. The Corporation may also have
offices at such other places as Directors may from time to time determine,
or the business of the Corporation may require.
2. The registered office of the Corporation in the State of Delaware shall be
located at Werb & Sullivan, 300 Delaware Avenue, City of Wilmington, New
Castle County, Delaware, 19801, and the name of the Registered Agent in
charge thereof is Brian A. Sullivan, Esq.
STOCKHOLDERS' MEETINGS
3. Meetings of stockholders may be held at such place, either within or
without the State of Delaware, as may be designated by the Board of
Directors from time to time.
4. An annual meeting of stockholders for the election of Directors and any
other business which may properly be transacted thereat shall be held on
December 31st following as established by the Board of Directors, at such
place as may be designated by the Board.
5. Written notice of the annual meeting shall be served upon or mailed to each
stockholder entitled to vote thereat at such address as appears on the
books of the Corporation at least ten (10) days prior to the meeting.
6. At least ten (10) days before every election of Directors, a complete list
of the stockholders entitled to vote at said election, arranged in
alphabetical order, with the residence of each and the number of voting
shares held by each, shall be prepared by the Secretary. Such list shall be
open at the place where the election is to be held for said ten (10) days,
to the examination of any stockholder, and shall be produced and kept at
the time and place of election during the whole time thereof, and subject
to the inspection of any stockholder who may be present.
7. Special meetings of the stockholders, for any purpose or purposes, unless
otherwise prescribed by statute, may be called by the Chairman of the Board
or by the President, and shall be called by the Chairman of the Board,
President or Secretary at the request in writing of stockholders owning a
majority in the amount of the entire capital stock of the Corporation
issued and outstanding and entitled to vote. Such request shall state the
purpose or purposes of the proposed meeting.
8. Written notice of a special meeting of stockholders, stating the time and
place and object thereof, shall be served upon or mailed to each
stockholder entitled to vote thereat at such address as appears on the
books of the Corporation at least five (5) days before such meeting.
9. Business transacted at all special meetings shall be confined to the
objects stated in the call.
10. The holders of a majority of the stock issued and outstanding and entitled
to vote thereat, present in person or represented by proxy, shall be
requisite and shall constitute a quorum at all meetings of the stockholders
for the transaction of business except as otherwise provided by statute, by
the Certificate of Incorporation or by these By-Laws. If, however, such
quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person
or represented by proxy, shall have power to adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned meeting at which
a quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally notified.
11. When a quorum is present at any meeting, the vote of the holders of a
majority of the stock having voting power present in person or represented
by proxy shall decide any question brought before such meeting, unless the
question is one upon which by express provision of the statutes or of the
Certificate of Incorporation or by these By-Laws a different vote is
required, in which case such express provision shall govern and control the
decision of such question.
12. At any meeting of the stockholders, every stockholder having the right to
vote shall be entitled to vote in person, or by proxy appointed by an
instrument in writing subscribed by such stockholder and bearing date not
more than three (3) years prior to said meeting, unless said instrument
provides for a longer period. Each stockholder shall have one (1) vote for
each share of stock having voting power, registered in his name on the
books of the Corporation, and except where the transfer books of the
Corporation shall have been closed on a date which shall have been fixed as
a record date for the determination of its stockholders entitled to vote,
no share of stock shall be voted on at any election of Directors which
shall have been transferred on the books of the Corporation within twenty
(20) days next preceding such election of Directors.
13. Whenever the vote of stockholders at a meeting thereof is required or
permitted to be taken in connection with any corporate action by any
provisions of the statutes or of the Certificate of Incorporation or of
these By-Laws, the meeting and vote of stockholders may be dispensed with
if all the stockholders who would have been entitled to vote upon the
action if such meeting were held shall consent in writing to such corporate
actions being taken.
DIRECTORS
14. The number of Directors which shall constitute the whole Board shall not be
less than one (1). The Directors shall be elected at the annual meeting of
the stockholders, and each Director shall be elected to serve until his
successor shall be elected and shall qualify. Directors need not be
stockholders.
15. The Directors may hold their meetings and keep the books of the Corporation
outside the State of Delaware, or at such other places as they may from
time to time determine.
16. If the office of any Director or Directors becomes vacant by reason of
death, resignation, retirement, disqualification, removal from office or
otherwise, a majority of the remaining Directors, though less than a
quorum, shall choose a successor or successors, who shall hold office for
the unexpired term in respect to which such vacancy occurred or until the
next election of Directors.
17. The property and business of the Corporation shall be managed by its Board
of Directors, which may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by statute or by the Certificate
of Incorporation or by these By-Laws directed or required to be exercised
or done by the stockholders.
COMMITTEES OF DIRECTORS
18. The Board of Directors may, by resolution passed by a majority of the whole
Board, designate one or more committees, each committee to consist of one
or more of the Directors of the Corporation. The Board may designate one or
more Directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. In the
absence or disqualification of a member of the committee, the member or
members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place
of any such absent or disqualified member. Any such committee, to the
extent provided in the resolution of the Board of Directors, shall have and
may exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation, and may
authorize the seal of the Corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in
reference to amending the Certificate of Incorporation, adopting an
agreement of merger of consolidation, recommending to the stockholders the
sale, lease or exchange of all or substantially all of the Corporation's
property and assets, recommending to the stockholders a dissolution of the
Corporation or a revocation of a dissolution, or amending the By-Laws of
the Corporation; and no committee shall have the power or authority to
declare a dividend or to authorize the issuance of stock.
19. The Directors, as such, shall not receive any stated salary for their
services but, by resolution of the Board, a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or
special meeting of the Board, provided that nothing herein contained shall
be constituted to preclude any Director from serving the Corporation in any
other capacity and receiving compensation therefor.
20. Members of Special or Standing Committees may be allowed like compensation
for attending committee meetings.
MEETINGS OF THE BOARD
21. The first meeting of each newly elected Board of Directors shall be held
immediately following the annual meeting of the stockholders, and no notice
of such meeting shall be necessary to the newly elected Directors in order
legally to constitute the meeting, provided a quorum shall be present. The
first meeting of each newly elected Board of Directors may also be held at
such place and time as shall be fixed by the consent in writing of all of
the Directors.
22. Regular meetings of the Board may be held upon two (2) days' notice at such
time and place, either within or without the State of Delaware, as shall
from time to time be determined by the Board.
23. Special meetings of the Board of Directors may be called by the Chairman of
the Board or the President or one (1) day's notice to each Director, either
personally or by mail or by telegram; special meetings shall be called by
the Chairman of the Board or the President or Secretary in like manner and
on like notice on the written request of two (2) Directors.
24. At all meetings of the Board, a majority of the Directors shall be
necessary and sufficient to constitute a quorum for the transaction of
business and the act of a majority of the Directors present at any meeting
of which there is a quorum shall be the act of the Board of Directors,
except as may be otherwise specifically provided by statute or by these
By-Laws. If a quorum shall not be present at any meeting of Directors, the
Directors present thereat may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall
be present.
NOTICES
25. Whenever under the provisions of the statutes or of these By-Laws notice is
required to be given to any Director or stockholder, it shall not be
construed to mean personal notice, but such notice may be given in writing,
by mail, by depositing the same in a post office or letter box, in a
postpaid sealed wrapper, addressed to such Director or stockholder at such
address as appears on the books of the Corporation or, in default of other
address, to such Director or stockholder at the General Post Office in the
City of Wilmington, Delaware, and such notice shall be deemed to be given
at the time when the same shall be thus mailed.
26. Whenever any notice is required to be given under the provisions of the
statutes or of these By-Laws, a waiver thereof in writing signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.
OFFICERS
27. The principal officers of the Corporation shall be chosen by the Directors
and may be a Chairman of the Board, a President, a Vice President of
Business Development, a Vice President of Component Overhaul, a Vice
President of Operations, a Vice President of Contracts and Administration,
a Secretary, and a Treasurer. The Board of Directors may also choose
additional Vice Presidents and one or more Assistant Secretaries and
Assistant Treasurers. Two or more offices may be held by the same person,
except that where the offices of the President and Secretary are held by
the same person, such person shall not hold any other office.
28. The Board of Directors, at its first meeting after each annual meeting of
stockholders, shall choose a President and one or more Vice Presidents, a
Secretary, and a Treasurer, none of whom need be a member of the Board.
29. The Board may appoint such other officers and agents as it shall deem
necessary, who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined from time to
time by the Board.
30. The salaries of all officers and agents of the Corporation shall be fixed
by the Board of Directors.
31. The officers of the Corporation shall hold office until their successors
are chosen and qualified in their stead. Any officer elected or appointed
by the Board of Directors may be removed at any time by the affirmative
vote of a majority or the whole Board of Directors. If the office of any
officer becomes vacant for any reason, the vacancy shall be filled by the
Board of Directors.
THE CHAIRMAN OF THE BOARD
32. The Chairman of the Board of Directors shall be elected at the annual
meeting of the stockholders and shall be in general charge of the affairs
of the Corporation. He shall preside at all meetings of the stockholders
and of the Board of Directors, and by virtue of his office, shall be a
member, ex officio, of all standing committees, and shall have the general
and active supervision of the affairs of the Corporation. He shall also
have general charge and supervision of the public relations of the
Corporation.
THE PRESIDENT
33. Subject to the Chairman of the Board of Directors, the Board itself and the
Executive Committee, if one is created by the Board, the President shall
have the general and active day-to-day management of the business of the
Corporation as his primary duty. He shall keep the Board of Directors and
the Chairman of the Board fully informed and shall freely consult with them
concerning the business of the Corporation in his charge. He shall see that
all orders and resolutions of the Board are carried into effect.
34. He or the Chairman of the Board shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officers or agents of the Corporation.
VICE PRESIDENTS
35. A Vice President, designated by the Chairman of the Board of Directors,
shall, in the absence or disability of the President, perform the duties
and exercise the powers of the President and shall perform such other
duties as the Board of Directors shall prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
36. The Secretary shall attend all sessions of the Board and all meetings of
the stockholders and record all votes and the minutes of all proceedings in
a book to be kept for that purpose, and shall perform like duties for the
Standing Committee when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the
Board of Directors, and shall perform such other duties as may be
prescribed by the Board of Directors or the President, under whose
supervision he shall be. He shall keep in safe custody the seal of the
Corporation and, when authorized by the Board, affix the same to any
instrument requiring it, and when so affixed, it shall be attested by his
signature or by the signature of the Treasurer or an Assistant Secretary.
37. The Assistant Secretaries, in the order of their seniority, shall, in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary and shall perform such other duties as the Board of
Directors shall prescribe.
THE TREASURER AND ASSISTANT TREASURERS
38. The Treasurer shall have the custody of the corporate funds and securities
and shall keep full and accurate accounts of receipts and disbursements in
books belonging to the Corporation and shall deposit all monies and other
valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors.
39. He shall disburse the funds of the Corporation as may be ordered by the
Board, taking proper vouchers for such disbursements, and shall render to
the President and the Directors, at the regular meetings of the Board
whenever they may require it, an account of all his transactions as
Treasurer and of the financial condition of the Corporation.
40. If required by the Board of Directors, he shall give the Corporation a bond
(which shall be renewed every six (6) years) in such sum and with such
surety or sureties as shall be satisfactory to the Board for the faithful
performance of the duties of his office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
Corporation.
41. The Assistant Treasurers, in the order of their seniority, shall, in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer, and shall perform such other duties as the Board
of Directors shall prescribe.
CERTIFICATES OF STOCK
42. The certificates of stock of the Corporation shall be numbered and shall be
entered in the books of the Corporation as they are issued. They shall
exhibit the holder's name and number of shares and shall be signed by the
President or a Vice President and the Treasurer or an Assistant Treasurer
or the Secretary or an Assistant Secretary. If any stock certificate is
signed (1) by a transfer agent or an assistant transfer agent, or (2) by a
transfer clerk acting on behalf of the Corporation and a registrar, the
signature of any such officer may be facsimile.
TRANSFER OF STOCK
43. 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,
cancel the old certificate, and record the transaction upon its books.
CLOSING OF TRANSFER BOOKS
44. The Board of Directors shall have power to close the stock transfer books
of the Corporation for a period of not exceeding fifty (50) days preceding
the date of any meeting of stockholders or the date for payment of any
dividend or the date for the allotment of rights or the date when any
change or conversion or exchange of capital stock shall go into effect or
for a period of not exceeding fifty (50) days in connection with obtaining
the consent of stockholders for any purpose; provided, however, that in
lieu of closing the stock transfer books, as aforesaid, the Board of
Directors may fix in advance a date, not exceeding fifty (50) days
preceding the date of any meeting of stockholders, or the date for the
payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go
into effect, or the date in connection with obtaining such consent, as a
record date for the determination of the stockholders entitled to notice
of, and to vote at, any such meeting, and any adjournment thereof, or
entitled to receive payment of any such dividend, or to any such allotment
of rights, or to exercise the rights in respect of any such change,
conversion or exchange of capital stock, or to give such consent, and in
such case, such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed, shall be entitled to such
notice of, and to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of rights,
or to exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation
after any such record date fixed as aforesaid.
REGISTERED STOCKHOLDERS
45. The Corporation shall be entitled to treat the holder of record of any
share or 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 or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the
laws of the State of Delaware.
LOST CERTIFICATE
46. The Board of Directors may direct a new certificate or certificates to be
issued in place of any certificate or certificates theretofore issued by
the Corporation alleged to have been lost or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock
to be lost or destroyed. When authorizing such issue of a new certificate
or certificates, the Board of Directors may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such lost
or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any
claim that may be made against the Corporation with respect to the
certificate alleged to have been lost or destroyed.
DIVIDENDS
47. Dividends upon the capital stock of the Corporation, subject to the
provisions of the Certificate of Incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, property or in shares of capital stock,
subject to the provisions of the Certificate of Incorporation.
48. Before payment of any dividend, there may be set aside out of the funds of
the Corporation available for dividends such sum or sums as the Directors
from time to time, in their absolute discretion, think proper as a reserve
fund to meet contingencies, or for equalizing dividends, or for repairing
or maintaining any property of the Corporation, or for such other purpose
as the Directors shall think conducive to the interest of the Corporation,
and the Directors may modify or abolish any such reserve in the manner in
which it was created.
DIRECTORS' ANNUAL STATEMENT
49. The Board of Directors shall present at each annual meeting and when called
for by vote of the stockholders at any special meeting of stockholders, a
full and clear statement of the business and condition of the Corporation.
CHECKS
50. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the
Board of Directors may from time to time designate.
FISCAL YEAR
51. The calendar year shall begin on the 1st of January of each calendar year,
and end on December 31st of that year provided, however, that the first
calendar year of the Corporation shall commence on the 6th day of April,
2002, which was the effective date of the incorporation of the Corporation.
SEAL
52. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization, and the words "Corporate Seal,
Delaware." Said seal may be used by causing it or a facsimile to be
impressed or affixed or reproduced or otherwise.
AMENDMENTS
53. These By-Laws may be altered or repealed at any regular or special meeting
of the stockholders at which a quorum is present or represented, provided
notice of the proposed alteration or repeal be contained in the notice of
such special meeting, by the affirmative vote of a majority of the stock
entitled to vote at such meeting and present or represented thereat, or by
the affirmative vote of a majority of the Board of Directors at any regular
meeting of the Board or at any special meeting of the Board if notice of
the proposed alteration or repeal be contained in the notice of such
special meeting; provided, however, that no change of the time or place of
the meeting for the election of Directors shall be made within sixty (60)
days next before the date on which such meeting is to be held, and that in
case of any change of such time or place, notice thereof shall be given to
each stockholder in person or by letter mailed to his last known post
office address at least twenty (20) days before the meeting is held.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
54. The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he 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, partnership,
joint venture, trust or other enterprise, as follows:
(a) If the action, suit or proceeding is not by or in the right of the
Corporation:
(1) against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith to the extent
that he has been successful on the merits or otherwise in defense
of such action, suit or proceeding, or of any claim, issue or
matter therein; and
(2) against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred
by him in connection therewith if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the
best interests of the Corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent shall not, of itself,
create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in, or not
opposed to, the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful;
(b) if the action, suit or proceeding is by or in the right of the
Corporation:
(1) against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith to the extent
that he has been successful on the merits or otherwise in defense
of such action, suit or proceeding, or of any claim, issue or
matter therein; and
(2) against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense of
settlement thereof if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best
interests of the Corporation, except that no indemnification
shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the
Corporation for negligence or misconduct in the performance of
his duty to the Corporation, unless and only to the extent that
the Court of Chancery of the State of Delaware or the Court in
which such action, suit or proceeding was brought shall determine
upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity.
INDEMNIFICATION PROCEDURE TO BE FOLLOWED
55. Any indemnification under Paragraph 54(a)(2) or (b)(2) (unless ordered by a
court or made pursuant to a determination by a court as hereinafter
provided) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the Director or
officer is proper in the circumstances because he has met the applicable
standard of conduct set forth in said Paragraph 54(a)(2) or (b)(2) above.
Such determination shall be made (a) by the Board of Directors by a
majority vote of a quorum consisting of Directors who were not parties to
such action, suit or proceeding; or (b) if such a quorum is not obtainable,
or, even if obtainable a quorum of disinterested Directors so directs, by
independent legal counsel in a written opinion; or (c) by the stockholders.
In the absence of a determination that indemnification is proper as
aforesaid, the Director or officer may apply to the Court of Chancery of
the State of Delaware or the court in which the action, suit or proceeding
was brought, which shall determine whether the Director or officer has met
the applicable standard of conduct set forth in such Paragraph 54(a)(2) or
(b)(2). If the court shall determine that he has, indemnification shall be
made under such Paragraph 54(a)(2) or (b)(2).
PAYMENT OF INDEMNIFICATION EXPENSES IN ADVANCE
56. Expenses incurred in defending an action, suit or proceeding referred to in
Paragraph 54 hereof may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the Board
of Directors, by the stockholders or by a court in the manner provided in
Paragraph 55 hereof, upon receipt of an undertaking by or on behalf of the
Director or officer to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the Corporation as
authorized in Paragraph 54 hereof.
OTHER INDEMNIFICATION RIGHTS
57. The indemnification provided by these By-Laws shall not be deemed exclusive
of any other rights to which a person seeking indemnification may be
entitled under any statute, agreement, vote of stockholders or
disinterested Directors, or otherwise both as to action in his official
capacity and as to action in another capacity while holding such office,
and shall continue as to a person who has ceased to be a Director or
officer and shall inure to the benefit of the heirs, executors and
administrators of such person.
INDEMNIFICATION INSURANCE
58. The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a Director or officer of the Corporation
or who is or was serving at the request of the Corporation as a Director or
officer of another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not
the Corporation would have the power to indemnify him against such
liability under the provisions of these By-Laws.