______________________________________________
BYLAWS
OF
WILLIS LEASE FINANCE CORPORATION
(A DELAWARE CORPORATION)
______________________________________
TABLE OF CONTENTS
Page
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ARTICLE I. Offices
SECTION 1.01. Registered Office..........................................1
SECTION 1.02. Other Offices..............................................1
ARTICLE II. Meetings of Stockholders
SECTION 2.01. Annual Meetings............................................1
SECTION 2.02. Special Meetings...........................................1
SECTION 2.03. Place of Meetings..........................................1
SECTION 2.04. Notice of Meetings.........................................1
SECTION 2.05. Quorum.....................................................2
SECTION 2.07. Voting.....................................................2
SECTION 2.08. Fixing Date for Determination of Stockholders of Record....3
SECTION 2.09. List of Stockholders Entitled to Vote......................3
SECTION 2.10. Judges.....................................................3
SECTION 2.11. Notice of Stockholder Business and Nominations.............4
ARTICLE III. Board of Directors
SECTION 3.01. General Powers.............................................6
SECTION 3.02. Number and Term of Office..................................6
SECTION 3.03. Election of Directors......................................6
SECTION 3.04. Resignations...............................................6
SECTION 3.05. Removal....................................................6
SECTION 3.06. Vacancies..................................................6
SECTION 3.07. Place of Meeting, Etc......................................6
SECTION 3.08. Regular Meetings...........................................6
SECTION 3.09. Special Meetings...........................................7
SECTION 3.10. Quorum and Manner of Acting................................7
SECTION 3.11. Organization...............................................7
SECTION 3.12. Action by Consent..........................................7
SECTION 3.13. Compensation...............................................7
SECTION 3.14. Committees.................................................8
ARTICLE IV. Officers
SECTION 4.01. Number.....................................................8
SECTION 4.02. Election, Term of Office and Qualifications................8
SECTION 4.03. Assistants, Agents and Employees, Etc......................8
SECTION 4.04. Removal....................................................8
SECTION 4.05. Resignations...............................................9
SECTION 4.06. Vacancies..................................................9
SECTION 4.07. Inability to Act...........................................9
SECTION 4.08. The Chairman of the Board..................................9
SECTION 4.09. The President..............................................9
SECTION 4.10. The Chief Financial Officer................................9
SECTION 4.11. The Vice Presidents........................................9
SECTION 4.12. The Corporate Secretary....................................9
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SECTION 4.13. Compensation...............................................9
ARTICLE V. Contracts, Checks, Drafts, Bank Accounts, Etc.
SECTION 5.01. Execution of Contracts....................................10
SECTION 5.02. Checks, Drafts, Etc.......................................10
SECTION 5.03. Deposits..................................................10
SECTION 5.04. General and Special Bank Accounts.........................10
ARTICLE VI. Shares and Their Transfer
SECTION 6.01. Certificates for Stock....................................10
SECTION 6.02. Transfers of Stock........................................11
SECTION 6.03. Regulations...............................................11
SECTION 6.04. Lost, Stolen, Destroyed, and Mutilated Certificates.......11
ARTICLE VII. Indemnification
SECTION 7.01. Indemnification...........................................11
SECTION 7.02. Expenses..................................................12
SECTION 7.03. Other Rights and Remedies.................................12
SECTION 7.04. Insurance.................................................12
SECTION 7.05. Constituent Corporations..................................12
ARTICLE VIII. Miscellaneous
SECTION 8.01. Fiscal Year...............................................13
SECTION 8.02. Waiver of Notices.........................................13
SECTION 8.03. Seal......................................................13
SECTION 8.04. Interested Directors; Quorum..............................13
SECTION 8.05. Amendments................................................13
SECTION 8.06. Representation of Shares in Other Corporations............13
SECTION 8.07. Severability..............................................13
SECTION 8.08. Pronouns..................................................13
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BYLAWS
OF
WILLIS LEASE FINANCE CORPORATION
(a Delaware corporation)
ARTICLE I.
Offices
SECTION 1.01 REGISTERED OFFICE. The registered office of Willis
Lease Finance Corporation (hereinafter called the Corporation) in the State of
Delaware shall be at 9 East Loockerman Street, City of Dover, County of Kent,
and the name of the registered agent in charge thereof shall be National
Registered Agents, Inc.
SECTION 1.02 OTHER OFFICES. The Corporation may also have an
office or offices at such other place or places, either within or without the
State of Delaware, as the Board of Directors (hereinafter called the Board) may
from time to time determine or as the business of the Corporation may require.
ARTICLE II.
Meetings of Stockholders
SECTION 2.01 ANNUAL MEETINGS. Annual meetings of the stockholders
of the Corporation for the purpose of electing directors to succeed those whose
terms expire and for the transaction of such other proper business as may
properly come before such meetings may be held at such time, date and place as
the Board shall determine by resolution.
SECTION 2.02 SPECIAL MEETINGS. Special meetings of the
stockholders for the transaction of any proper business, unless otherwise
prescribed by statute, may be called only in accordance with Article XI of the
Corporation's Certificate of Incorporation as it may be amended from time to
time (the "Certificate of Incorporation").
SECTION 2.03 PLACE OF MEETINGS. All meetings of the stockholders
shall be held at such places, within or without the State of Delaware, as may
from time to time be designated by the person or persons calling the respective
meeting and specified in the respective notices or waivers of notice thereof.
In the absence of any such designation, stockholders' meetings shall be held at
the principal executive office of the Corporation.
SECTION 2.04 NOTICE OF MEETINGS. Except as otherwise required by
law, notice of each meeting of the stockholders, whether annual or special,
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each stockholder of record entitled to vote at such
meeting by delivering a typewritten or printed notice thereof to him
personally, or by depositing such notice in the United States mail, in a
postage prepaid envelope, directed to him at his post office address furnished
by him to the Corporate Secretary of the Corporation for such purpose or, if he
shall not have furnished to the Corporate Secretary his address for such
purpose, then at his post office address last known to the Corporate
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Secretary, or by transmitting a notice thereof to him at such address by
telegraph, cable, or wireless. Except as otherwise expressly required by
law, no publication of any notice of a meeting of the stockholders shall be
required. Every notice of a meeting of the stockholders shall state the
place, date and hour of the meeting, and, in the case of a special meeting,
shall also state the purpose or purposes for which the meeting is called.
Notice of any meeting of stockholders shall not be required to be given to
any stockholder who shall have waived such notice and such notice shall be
deemed waived by any stockholder who shall attend such meeting in person or
by proxy, except a stockholder who shall attend such meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of
any business because the meeting is not lawfully called or convened. Except
as otherwise expressly required by law, notice of any adjourned meeting of
the stockholders need not be given if the time and place thereof are
announced at the meeting at which the adjournment is taken.
SECTION 2.05 QUORUM. Except where otherwise provided by law, the
holders of record of a majority of the shares of stock of the Corporation
entitled to be voted thereat, present in person or by proxy, shall constitute a
quorum for the transaction of business at any meeting of the stockholders of
the Corporation or any adjournment thereof. For purposes of the foregoing, two
or more classes or series of stock shall be considered a single class if the
holders thereof are entitled to vote together as a single class at the meeting.
In the absence of a quorum at any meeting or any adjournment thereof, a
majority of the shares of stock of the Corporation present in person or by
proxy and entitled to vote thereat or, in the absence therefrom of all the
stockholders, any officer entitled to preside at, or to act as secretary of,
such meeting may adjourn such meeting from time to time. At any such adjourned
meeting at which a quorum is present any business may be transacted which might
have been transacted at the meeting as originally called.
SECTION 2.06 VOTING.
(a) Each stockholder shall, at each meeting of the stockholders, be
entitled to vote in person or by proxy for each share or fractional share of
the stock of the Corporation held by him which has voting power upon the matter
in question.
(b) Any such voting rights may be exercised by the stockholder
entitled thereto in person or by his proxy appointed by an instrument in
writing, subscribed by such stockholder or by his attorney thereunto authorized
and delivered to the secretary of the meeting; provided, however, that no proxy
shall be voted or acted upon after eleven months from its date unless said
proxy shall provide for a longer period. The attendance at any meeting of a
stockholder who may theretofore have given a proxy shall not have the effect of
revoking the same unless he shall in writing so notify the secretary of the
meeting prior to the voting of the proxy. At any meeting of the stockholders,
all matters, except as otherwise provided in the Certificate of Incorporation
or in these Bylaws, shall be decided by the vote of a majority in voting
interest of the stockholders present in person or by proxy and entitled to vote
thereat and thereon, a quorum being present. The vote at any meeting of the
stockholders on any question need not be by ballot, unless the holders of a
majority of the outstanding shares of all classes of stock entitled to vote
thereon present in person or by proxy shall so determine. On a vote by ballot,
each ballot shall be signed by the stockholder voting, or by his proxy, if
there be such proxy, and it shall state the number of shares voted.
(c) Shares of its own stock belonging to the Corporation or to
another corporation, if a majority of the shares entitled to vote in the
election of directors in such other corporation is held, directly or
indirectly, by the Corporation, shall neither be entitled to vote nor be
counted for quorum purposes. Persons holding stock of the Corporation in a
fiduciary capacity shall be entitled to vote such stock. Persons whose stock
is pledged shall be entitled to vote, unless in the transfer by the pledgor on
the books of the Corporation he shall have expressly
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empowered the pledgee to vote thereon, in which case only the pledgee, or his
proxy, may represent such stock and vote thereon. Stock having voting power
standing of record in the names of two or more persons, whether fiduciaries,
members of a partnership, joint tenants in common, tenants by entirety or
otherwise, or with respect to which two or more persons have the same
fiduciary relationship, shall be voted in accordance with the provisions of
the General Corporation Law of the State of Delaware.
SECTION 2.07 FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF
RECORD. In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, 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 other change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board may fix, in advance, a record date, which shall
not be more than 60 nor less than 10 days before the date of such meeting, nor
more than 60 days prior to any other action. If no record date is fixed:
(1) the record date for determining stockholders entitled to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day
before the day on which notice is given, or, if notice is waived, at the close
of business on the day before the day on which the meeting is held; and (2) the
record date for determining stockholders for any other purpose shall be at the
close of business on the day on which the Board adopts the resolution relating
thereto. A determination of stockholders entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of such meeting;
provided, however, that the Board may fix a new record date for the adjourned
meeting. When a record date is so fixed, only shareholders of record at the
close of business on that date are entitled to notice of and to vote at the
meeting or to receive the dividend, distribution, or allotment of rights, or to
exercise the rights, as the case may be, notwithstanding any transfer of any
shares on the books of the Corporation after the record date. The Board may
close the books of the Corporation against transfers of shares during the whole
or any part of a period of not more than sixty (60) days prior to the date of a
shareholders' meeting, the date when the right to any dividend, distribution,
or allotment of rights vests, or the effective date of any change, conversion
or exchange of shares.
SECTION 2.08 LIST OF STOCKHOLDERS ENTITLED TO VOTE. The Corporate
Secretary of the Corporation shall prepare and make, or cause to be prepared
and made, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.
SECTION 2.09 JUDGES. If at any meeting of the stockholders a vote
by written ballot shall be taken on any question, the chairman of such meeting
may appoint a judge or judges to act with respect to such vote. Each judge so
appointed shall first subscribe an oath faithfully to execute the duties of a
judge at such meeting with strict impartiality and according to the best of his
ability. Such judges shall decide upon the qualification of the voters and
shall report the number of shares represented at the meeting and entitled to
vote on such question, shall conduct and accept the votes, and, when the voting
is completed, shall ascertain and report the number of shares voted
respectively for and against the question. Reports of judges shall be in
writing and subscribed and delivered by them to the Corporate Secretary of the
Corporation. The judges need not be stockholders of the Corporation, and any
officer of the Corporation may
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be a judge on any question other than a vote for or against a proposal in
which he shall have a material interest.
SECTION 2.10 NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.
(A) ANNUAL MEETINGS OF STOCKHOLDERS.
(1) Nominations of persons for election to the Board and the
proposal of business to be considered by the stockholders may be made at an
annual meeting of the stockholders (a) pursuant to the Corporation's notice of
meeting, (b) by or at the direction of the Board or (c) by any stockholder of
the Corporation who was a stockholder of record at the time of giving of notice
provided for in this Bylaw, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in this Bylaw.
(2) For nominations or other business to be properly brought before
an annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1)
of this Bylaw, the stockholder must have given timely notice thereof in
writing, in conformance with the requirements of this Bylaw, to the Corporate
Secretary of the Corporation and such other business must otherwise be a proper
matter for stockholder action. To be timely, a stockholder's notice shall be
delivered to the Corporate Secretary at the principal executive offices of the
Corporation not later than the close of business on the 90th day prior to the
first anniversary of the preceding year's annual meeting; provided, however,
that in the event that the date of the annual meeting is more than 30 days
before or more than 60 days after such anniversary date, notice by the
stockholder to be timely must be so delivered not later than the close of
business on the 90th day prior to such annual meeting or the 10th day following
the day on which public announcement of the date of such meeting is first made
by the Corporation. In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period for the giving of a
stockholder's notice as described above. Such stockholder's notice shall set
forth (a) as to each person whom the stockholder 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, (iv) a description of all arrangements
or understandings between the stockholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nominations
are to be made by the stockholder, and (v) 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 (the "1934 Act")
(including without limitation such person's written consent to being named in
the proxy statement, if any, as a nominee and to serving as a director if
elected); and (b) as to any other business that the stockholder proposes to
bring before the meeting (i) a brief description of the business desired to be
brought before the meeting, (ii) the reasons for conducting such business at
the meeting, (iii) any material interest in such business of such stockholder
and the beneficial owner, if any, on whose behalf the proposal is made and
(iv) any other information which is required to be disclosed in solicitations
of proxies on behalf of any such business, and specifically, any such
information called for by Items 4 and 5 of Regulation 14A under the 1934 Act
regarding such other business, the proponent of such other business and any
associates or persons who would be deemed "participants" under Regulation 14A
were the proponent soliciting proxies on behalf of such other business. All
such notices shall include (i) a representation that the person sending the
notice is a shareholder of record and will remain such through the record date
for the meeting, (ii) the name and address, as they appear on the Corporation's
books, of such shareholder, (iii) the class and number of the Corporation's
shares which are owned beneficially and of record by such shareholder, and
(iv) a representation that such shareholder intends to appear in person or by
proxy at such meeting to make the nomination or move the consideration of other
business set forth in the notice.
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(3) Notwithstanding anything in the second sentence of
paragraph (A)(2) of this Bylaw to the contrary, in the event that the number of
directors to the Board is increased and there is no public announcement by the
Corporation naming all of the nominees for director or specifying the size of
the increased Board at least 70 days prior to the first anniversary of the
preceding year's annual meeting, a stockholder's notice required by this Bylaw
shall also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the Corporate
Secretary at the principal executive offices of the Corporation not later than
the close of business on the 10th day following the day on which such public
announcement is first made by the Corporation.
(B) SPECIAL MEETINGS OF STOCKHOLDERS. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought
before the meeting pursuant to the Corporation's notice of meeting.
Nominations of persons for election to the Board may be made at a special
meeting of stockholders at which directors are to be elected pursuant to the
Corporation's notice of meeting (a) by or at the direction of the Board or
(b) provided that the Board has determined that directors shall be elected at
such meeting, by any stockholder of the Corporation who is a stockholder of
record at the time of giving of notice provided for in this Bylaw, who shall be
entitled to vote at the meeting and who complies with the notice procedures set
forth in this Bylaw. In the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more directors to the Board,
any such stockholder may nominate a person or persons (as the case may be), for
election to such position(s) as specified in the Corporation's notice of
meeting, if the stockholder's notice required by paragraph (A)(2) of this Bylaw
shall be delivered to the Corporate Secretary at the principal executive
offices of the Corporation not later than the close of business on the 90th day
prior to such special meeting or the 10th day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board to be elected at such meeting. In no event
shall the public announcement of an adjournment of a special meeting commence a
new time period for the giving of a stockholder's notice as described above.
(C) GENERAL.
(1) Only such persons who are nominated in accordance with the
procedures set forth in this Bylaw shall be eligible to serve as directors and
only such business shall be conducted at a meeting of stockholders as shall
have been brought before the meeting in accordance with the procedures set
forth in this Bylaw. Except as otherwise provided by law, the Certificate of
Incorporation or these Bylaws, the chairman of the meeting shall, if the facts
warrant, determine and declare at the meeting that business or a nomination is
not properly before the meeting and, if he should so determine, the defective
business shall not be transacted and the defective nomination shall be
disregarded.
(2) For purposes of this Bylaw, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant
to Section 13, 14 or 15(d) of the Exchange Act.
(3) Notwithstanding the foregoing provisions of this Bylaw, a
stockholder shall also comply with all the applicable requirements of the 1934
Act and the rules and regulations thereunder with respect to the matters set
forth in this Bylaw. Nothing in this Bylaw shall be deemed to affect any
rights (i) of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the 1934 Act of
(ii) of the holders of any series of Preferred Stock to elect directors under
specified circumstances.
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ARTICLE III.
Board of Directors
SECTION 3.01 GENERAL POWERS. The property, business and affairs of
the Corporation shall be managed by the Board.
SECTION 3.02 NUMBER AND TERM OF OFFICE. The authorized number of
directors shall be five (5), and such number shall not be changed except by a
Bylaw amending this section duly adopted by the Board or duly adopted by the
stockholders pursuant to the terms of Article IX of the Certificate of
Incorporation. Directors need not be stockholders. Each of the directors of
the Corporation shall hold office until his successor shall have been duly
elected and shall qualify or until he shall resign, die, become disqualified or
disabled or shall otherwise be removed in the manner hereinafter provided.
SECTION 3.03 ELECTION OF DIRECTORS. The directors shall be elected
annually by the stockholders of the Corporation and the persons receiving the
greatest number of votes, up to the number of directors to be elected, shall be
the directors. The election of directors is subject to any provisions
contained in the Certificate of Incorporation relating thereto, including any
provisions for a classified Board.
SECTION 3.04 RESIGNATIONS. Any director of the Corporation may
resign at any time by giving written notice to the Board, the Chairman of the
Board, the President or the Corporate Secretary of the Corporation. Any such
resignation shall take effect at the time specified therein, or, if the time is
not specified, it shall take effect immediately upon its receipt; and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
SECTION 3.05 REMOVAL. Any director or the entire Board may be
removed, with cause, by the holders of a majority of the shares then entitled
to vote at an election of directors.
SECTION 3.06 VACANCIES. Except as otherwise provided in the
Certificate of Incorporation and except for a vacancy created by the removal of
a director, any vacancy in the Board, whether because of death, resignation,
disqualification, an increase in the number of directors, or otherwise, may be
filled by vote of the majority of the remaining directors, although less than a
quorum. Vacancies created by the removal of a director may be filled only by
the affirmative vote of the holders of a majority of the outstanding stock then
entitled to vote at an election of directors. Each director so chosen to fill
a vacancy shall hold office until his successor shall have been elected and
shall qualify or until he shall resign, die, become disqualified or disabled or
shall otherwise be removed in the manner herein provided.
SECTION 3.07 PLACE OF MEETING, ETC. The Board may hold any of its
meetings at such place or places within or without the State of Delaware as the
Board may from time to time by resolution designate or as shall be designated
by the person or persons calling the meeting or in the notice or a waiver of
notice of any such meeting. Directors may participate in any regular or
special meeting of the Board by means of conference telephone or similar
communications equipment pursuant to which all persons participating in the
meeting of the Board can hear each other, and such participation shall
constitute presence in person at such meeting.
SECTION 3.08 REGULAR MEETINGS. A regular annual meeting of the
Board shall be held without any further notice immediately after, and at the
same place as, the annual
6
meeting of shareholders. The Board may provide for other regular meetings
from time to time by resolution. If any day fixed for a regular meeting
shall be a legal holiday at the place where the meeting is to be held, then
the meeting shall be held at the same hour and place on the next succeeding
business day that is not a legal holiday. Except as provided by law, notice
of regular meetings need not be given.
SECTION 3.09 SPECIAL MEETINGS. Special meetings of the Board shall
be held whenever called by the Chairman of the Board, the President, any Vice
President, the Corporate Secretary or any two (2) directors. Except as
otherwise provided by law or by these Bylaws, notice of the time and place of
each such special meeting shall be mailed to each director, addressed to him at
his residence or usual place of business, at least five (5) days before the day
on which the meeting is to be held, or shall be sent to him at such place by
telegraph or cable or be delivered personally not less than forty-eight (48)
hours before the time at which the meeting is to be held. Except where
otherwise required by law or by these Bylaws, notice of the purpose of a
special meeting need not be given. Notice of any meeting of the Board shall
not be required to be given to any director who signs a waiver of notice,
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.
SECTION 3.10 QUORUM AND MANNER OF ACTING. Except as otherwise
provided in these Bylaws, the presence of a majority of the authorized number
of directors shall be required to constitute a quorum for the transaction of
business at any meeting of the Board, and all matters shall be decided at any
such meeting, a quorum being present, by the affirmative votes of a majority of
the directors present. In the absence of a quorum, a majority of directors
present at any meeting may adjourn the same from time to time until a quorum
shall be present. If a meeting is adjourned for more than twenty-four (24)
hours, notice of any adjournment to another time or place shall be given prior
to the time of the reconvened meeting to the directors who were not present at
the time of adjournment. The directors shall act only as a Board, and the
individual directors shall have no power as such. 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 3.11 ORGANIZATION. Meetings of the Board shall be presided
over by the Chairman of the Board, or in his absence by the President, or in
his absence by the Chief Administrative Officer, or in his absence by the Chief
Financial Officer, or in his absence by a Vice President, or in their absence
by a chairman chosen at the meeting. The Corporate Secretary shall act as
secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.
SECTION 3.12 ACTION BY CONSENT. Any action required or permitted
to be taken at any meeting of the Board or of any committee thereof may be
taken without a meeting if a written consent thereto is signed by all members
of the Board or of such committee, as the case may be, and such written consent
is filed with the minutes of proceedings of the Board or committee. Such
action by written consent shall have the same force and effect as a unanimous
vote of such directors.
SECTION 3.13 COMPENSATION. The directors shall receive only such
compensation for their services as directors as may be allowed by resolution of
the Board. The Board may also provide that the Corporation shall reimburse
each such director for any expense incurred by him on account of his attendance
at any meetings of the Board or Committees of the Board. Neither the payment
of such compensation nor the reimbursement of such expenses shall be construed
to preclude any director from serving the Corporation or its subsidiaries in
any other capacity and receiving compensation therefor.
7
SECTION 3.14 COMMITTEES. The Board may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee
to consist of one (1) or more of the directors of the Corporation and to serve
at the pleasure of the Board. Any such committee, to the extent provided in
the resolution of the Board and except as otherwise limited by law, shall have
and may exercise all the powers and authority of the Board 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 power or authority in reference to amending the
Certificate of Incorporation, adopting an agreement of merger or 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 dissolution,
removing or indemnifying directors or amending these Bylaws; and, unless the
resolution expressly so provides, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of the stock. Any
such committee shall keep written minutes of its meetings and report the same
to the Board at the next regular meeting of the Board. In the absence or
disqualification of a member of a 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
to act at the meeting in the place of any such absent or disqualified member.
ARTICLE IV.
Officers
SECTION 4.01 NUMBER. The officers of the Corporation shall be a
Chairman of the Board, a President, a Chief Financial Officer, one or more Vice
Presidents (the number thereof and their respective titles to be determined by
the Board), and a Corporate Secretary. In addition, the Board may appoint such
other officers as may be deemed expedient for the proper conduct of the
business of the Corporation, each of whom shall have such authority and perform
such duties as the Board may from time to time determine.
SECTION 4.02 ELECTION, TERM OF OFFICE AND QUALIFICATIONS. The
officers of the Corporation, except such officers as may be appointed in
accordance with Section 4.03, shall be chosen annually at the regular meeting
of the Board held after the annual meeting of shareholders and shall serve at
the pleasure of the Board. If officers are not chosen at such meeting of the
Board, they shall be chosen as soon thereafter as shall be convenient. Each
officer shall hold office until his successor shall have been duly chosen and
shall qualify or until his resignation, death, disqualification or removal in
the manner hereinafter provided.
SECTION 4.03 ASSISTANTS, AGENTS AND EMPLOYEES, ETC. In addition to
the officers specified in Section 4.01, the Board may appoint other assistants,
agents and employees as it may deem necessary or advisable, including one or
more Assistant Secretaries, and one or more Assistant Financial Officers, each
of whom shall hold office for such period, have such authority, and perform
such duties as the Board may from time to time determine. The Board may
delegate to any officer of the Corporation or any committee of the Board the
power to appoint, remove and prescribe the duties of any such assistants,
agents or employees.
SECTION 4.04 REMOVAL. Any officer, assistant, agent or employee of
the Corporation may be removed, with or without cause, at any time: (i) in the
case of an officer, assistant, agent or employee appointed by the Board, only
by resolution of the Board; and (ii) in the case of an officer, assistant,
agent or employee, by any officer of the Corporation or committee of the Board
upon whom or which such power of removal may be conferred by the Board.
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SECTION 4.05 RESIGNATIONS. Any officer or assistant may resign at
any time by giving written notice of his resignation to the Board, the Chairman
of the Board, the President or the Corporate Secretary of the Corporation. Any
such resignation shall take effect at the time specified therein, or, if the
time be not specified, upon receipt thereof by the Board, the Chairman of the
Board, the President or the Corporate Secretary, as the case may be; and,
unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
SECTION 4.06 VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification, or other cause, may be filled by the
Board for the unexpired portion of the term thereof.
SECTION 4.07 INABILITY TO ACT. In the case of absence or inability
to act of any officer of the Corporation, the Board may from time to time
delegate the powers or duties of such officer to any other officer, or any
director or other person whom it may select.
SECTION 4.08 THE CHAIRMAN OF THE BOARD. The Chairman of the Board
shall preside at all meetings of the Board.
SECTION 4.09 THE PRESIDENT. The President of the Corporation shall
be the chief executive officer of the Corporation and, subject to the control
of the Board, shall preside at all meetings of shareholders, shall have general
and active supervision and management over the business of the Corporation and
over its several officers, assistants, agents and employees, shall make reports
to the Board and shareholders, and shall perform all such other duties as are
incident to such office or are properly required by the Board.
SECTION 4.10 THE CHIEF FINANCIAL OFFICER. The Chief Financial
Officer shall have the general care and custody of the funds and securities of
the Corporation, and shall deposit all such funds in the name of the
Corporation in such banks, trust companies or other depositories as shall be
selected by the Board, and shall keep regular books of account. He shall
receive, and give receipts for, moneys due and payable to the Corporation from
any source whatsoever. He shall exercise general supervision over expenditures
and disbursements made by officers, agents and employees of the Corporation and
the preparation of such records and reports in connection therewith as may be
necessary or desirable. He shall, in general, perform all other duties
incident to the office of Chief Financial Officer and such other duties as from
time to time may be properly assigned to him by the Board or the President.
SECTION 4.11 THE VICE PRESIDENTS. Each Vice President shall have
such powers and perform such duties as the Board or the President may from time
to time properly prescribe. At the request of the President, or in case of the
President's absence or inability to act upon the request of the Board, a Vice
President shall perform 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.
SECTION 4.12 THE CORPORATE SECRETARY. The Corporate Secretary
shall, if present, record the proceedings of all meetings of the Board, of the
stockholders, and of all committees of which a secretary shall not have been
appointed, in one or more books provided for that purpose; he shall see that
all notices are duly given in accordance with these Bylaws and as required by
law; and, in general, he shall perform all the duties incident to the office of
Corporate Secretary and such other duties as may from time to time be properly
assigned to him by the Board or the President.
SECTION 4.13 COMPENSATION. The compensation of the officers of the
Corporation shall be fixed from time to time by the Board. None of such
officers shall be
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prevented from receiving such compensation by reason of the fact that he is
also a director of the Corporation. Nothing contained herein shall preclude
any officer from serving the Corporation, or any subsidiary corporation, in
any other capacity and receiving proper compensation therefor.
ARTICLE V.
Contracts, Checks, Drafts, Bank Accounts, Etc.
SECTION 5.01 EXECUTION OF CONTRACTS. The Board, except as in these
Bylaws otherwise provided, may authorize any officer or officers, agent or
agents, to enter into any contract or execute any instrument in the name of and
on behalf of the Corporation, and such authority may be general or confined to
specific instances; and unless so authorized by the Board or by these Bylaws,
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 in any amount.
SECTION 5.02 CHECKS, DRAFTS, ETC. All checks, drafts or other
orders for payment of money, notes or other evidence of indebtedness, issued in
the name of or payable to the Corporation, shall be signed or endorsed by such
person or persons and in such manner as, from time to time, shall be determined
by resolution of the Board.
SECTION 5.03 DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board may select,
or as may be selected by any officer or officers, assistant or assistants,
agent or agents, or attorney or attorneys of the Corporation to whom such power
shall have been delegated by the Board. For the purpose of deposit and for the
purpose of collection for the account of the Corporation, the Chairman of the
Board, the President, the Chief Financial Officer or any Vice President (or any
other officer or officers, assistant or assistants, agent or agents, or
attorney or attorneys of the Corporation who shall from time to time be
determined by the Board) may endorse, assign and deliver checks, drafts and
other orders for the payment of money which are payable to the order of the
Corporation.
SECTION 5.04 GENERAL AND SPECIAL BANK ACCOUNTS. The Board may from
time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositories as the Board
may select or as may be selected by any officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation to
whom such power shall have been delegated by the Board. The Board may make
such special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of these Bylaws, as it may deem expedient.
ARTICLE VI.
Shares and Their Transfer
SECTION 6.01 CERTIFICATES FOR STOCK. Every owner of stock of the
Corporation shall be entitled to have a certificate or certificates, to be in
such form as the Board shall prescribe, certifying the number and class of
shares of the stock of the Corporation owned by him. The certificates
representing shares of such stock shall be numbered in the order in which they
shall be issued and shall be signed in the name of the Corporation by the
Chairman of the Board or the President or a Vice President, and by the Chief
Financial Officer or the Corporate Secretary or an Assistant Secretary. Any of
or all of the signatures on the certificates
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may be a facsimile. In case any officer, transfer agent or registrar who has
signed, or whose facsimile signature has been placed upon, any such
certificate, shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, such certificate may
nevertheless be issued by the Corporation with the same effect as though the
person who signed such certificate, or whose facsimile signature shall have
been placed thereupon, were such officer, transfer agent or registrar at the
date of issue. A record shall be kept of the respective names of the
persons, firms or corporations owning the stock represented by such
certificates, the number and class of shares represented by such
certificates, respectively, and the respective dates thereof, and in case of
cancellation, the respective dates of cancellation. Every certificate
surrendered to the Corporation for exchange or transfer shall be canceled,
and no new certificate or certificates shall be issued in exchange for any
existing certificate until such existing certificate shall have been so
canceled, except in cases provided for in Section 6.04.
SECTION 6.02 TRANSFERS OF STOCK. Transfers of shares of stock of
the Corporation shall be made only on the books of the Corporation by the
registered holder thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Corporate Secretary, or with a
transfer clerk or a transfer agent appointed as provided in Section 6.03, and
upon surrender of the certificate or certificates for such shares properly
endorsed and the payment of all taxes thereon. The person in whose name shares
of stock stand on the books of the Corporation shall be deemed the owner
thereof for all purposes as regards the Corporation. Whenever any transfer of
shares shall be made for collateral security, and not absolutely, such fact
shall be so expressed in the entry of transfer if, when the certificate or
certificates shall be presented to the Corporation for transfer, both the
transferor and the transferee request the Corporation to do so.
SECTION 6.03 REGULATIONS. The Board may make such rules and
regulations as it may deem expedient, not inconsistent with these Bylaws,
concerning the issue, transfer and registration of certificates for shares of
the stock of the Corporation. It may appoint, or authorize any officer or
officers to appoint, one or more transfer clerks or one or more transfer agents
and one or more registrars, and may require all certificates for stock to bear
the signature or signatures of any of them.
SECTION 6.04 LOST, STOLEN, DESTROYED, AND MUTILATED CERTIFICATES.
In any case of loss, theft, destruction, or mutilation of any certificate of
stock, another may be issued in its place upon proof of such loss, theft,
destruction, or mutilation and upon the giving of a bond of indemnity to the
Corporation in such form and in such sum as the Board may direct; provided,
however, that a new certificate may be issued without requiring any bond when,
in the judgment of the Board, it is proper so to do.
ARTICLE VII.
Indemnification
SECTION 7.01 INDEMNIFICATION. Subject to any limitation which may
be contained in the Certificate of Incorporation, the Corporation shall to the
full extent permitted by law, including, without limitation, Delaware General
Corporation Law Section 145, as such Section now exists or shall hereafter be
amended, indemnify any person who was, is or is threatened to be made a party,
a named defendant or respondent to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, arbitral, administrative,
or investigative, any appeal in such action, suit, or proceeding, and any
inquiry or investigation that could lead to such an action, suit, or
proceeding, because such person is or was a director, officer employee or agent
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another
11
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan, or other enterprise, against judgments, penalties (including
excise and similar taxes), fines, settlements, and reasonable expenses
(including attorneys' fees) actually incurred by such person in connection
with such action, suit, or proceeding. The termination of any action, suit
or proceeding by judgment, order, settlement, or conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of itself, create a
presumption that an individual 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, or, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
SECTION 7.02 EXPENSES. Subject to any limitation which may be
contained in the Certificate of Incorporation, the Corporation shall, to the
full extent permitted by law, including, without limitation, Section 145 of the
Delaware General Corporation Law, as such Section now exists or shall hereafter
be amended, pay or reimburse on a current basis the expenses incurred by any
person described in Section 7.01 in connection with any such action, suit, or
proceeding in advance of the final disposition thereof, if the Corporation has
received (i) a written affirmation by the recipient of his good faith belief
that he has met the standard of conduct necessary for indemnification under the
Delaware General Corporation Law and (ii) a written undertaking by or on behalf
of such director or officer to repay the amount paid or reimbursed if it is
ultimately determined that he has not satisfied such standard of conduct or if
indemnification is prohibited by law.
SECTION 7.03 OTHER RIGHTS AND REMEDIES. The indemnification
provided by this Article shall not be deemed exclusive of any other rights to
which those seeking indemnification may be entitled under any Bylaws,
agreement, vote of stockholders or disinterested directors or otherwise, both
as to action in such person's 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, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person. The
rights provided in this Article VII shall be deemed to be provided by a
contract between the Corporation and the individuals who serve in the
capacities described in Section 7.01 at any time while these bylaws are in
effect, and no repeal or modification of this Article VII by the stockholders
shall adversely affect any right of any person otherwise entitled to
indemnification by virtue of this Article VII at the time of such repeal or
modification.
SECTION 7.04 INSURANCE. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any such capacity,
or arising out of such person's status as such, whether or not the Corporation
would have the power to indemnify such person against such liability under the
provisions of this Article.
SECTION 7.05 CONSTITUENT CORPORATIONS. For the purposes of this
Article, references to "the Corporation" include all constituent corporations
absorbed in a consolidation or merger as well as the resulting or surviving
corporation, so that any person who is or was a director, officer, employee or
agent of such a constituent corporation or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
shall stand in the same position under the provisions of this Article with
respect to the resulting or surviving corporation as such person would if such
person had served the resulting or surviving corporation in the same capacity.
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ARTICLE VIII.
Miscellaneous
SECTION 8.01 FISCAL YEAR. The fiscal year of the Corporation shall
end on the 31st day of December.
SECTION 8.02 WAIVER OF NOTICES. Whenever notice is required to be
given by these Bylaws or the Certificate of Incorporation or by law, the person
entitled to said notice may waive such notice in writing, either before or
after the time stated therein, and such waiver shall be deemed equivalent to
notice.
SECTION 8.03 SEAL. The Corporation may have a corporate seal which
shall have the name of the Corporation and shall be in such form as may be
approved from time to time by the Board. The corporate seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced.
SECTION 8.04 INTERESTED DIRECTORS; QUORUM. No contract or
transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any other corporation, partnership,
association or other organization in which one or more of its directors or
officers are directors or officers, or have financial interest, shall be void
or voidable solely for this reason, or solely because the director or officer
is present at or participates in the meeting of the Board or committee thereof
which authorizes the contract or transaction, or solely because his or their
votes are counted for such purpose, if: (1) the material facts as to his
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board or the committee, and the Board or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or (2) the material facts as to his
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or (3) the contract or transaction is fair as to the Corporation as of the time
it is authorized, approved or ratified, by the Board, a committee thereof or
the stockholders. Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the Board or of a committee which
authorizes the contract or transaction.
SECTION 8.05 AMENDMENTS. These Bylaws may be amended only in
accordance with Article IX of the Corporation's Certificate of Incorporation.
SECTION 8.06 REPRESENTATION OF SHARES IN OTHER CORPORATIONS.
Shares of other corporations standing in the name of this Corporation may be
voted or represented and all incidents thereto may be exercised on behalf of
the Corporation by the Chairman of the Board, the President or any Vice
President and the Chief Financial Officer or the Corporate Secretary or an
Assistant Secretary.
SECTION 8.07 SEVERABILITY. Any determination that any provision of
these Bylaws is for any reason inapplicable, illegal or ineffective shall not
affect or invalidate any other provision of these Bylaws.
SECTION 8.08 PRONOUNS. All pronouns used in these Bylaws shall be
deemed to refer to the masculine, feminine or neuter, singular or plural, as
the identity of the person or persons may require.
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CERTIFICATE OF CORPORATE SECRETARY
The undersigned, being the duly elected Corporate Secretary of Willis Lease
Finance Corporation, a Delaware corporation, hereby certifies that the Bylaws
to which this Certificate is attached were duly adopted by the Board of
Directors of said Corporation on March 12, l998.
/s/ Lynn Mailliard
---------------------------------
Lynn Mailliard
Corporate Secretary