FLIGHT REFUELING, INC.
BY-LAWS
ARTICLE 1.
STOCKHOLDERS
SECTION 1.01. ANNUAL MEETINGS. The Corporation shall hold each year,
commencing with the year 1978, an annual meeting of the stockholders for the
election of directors and the transaction of any business within the powers
of the Corporation, on the second Friday of September in each year if not a
legal holiday, and if a legal holiday, then on the first day following which
is not a Sunday or a legal holiday. Any business of the Corporation may be
transacted at an annual meeting without being specially designated in the
notice, except such business as is specifically required by statute or by the
charter to be stated in the notice. Failure to hold an annual meeting at the
designated time shall not, however, invalidate the corporation existence or
affect otherwise valid corporate acts.
SECTION 1.02. SPECIAL MEETINGS. At any time in the interval between
annual meetings, special meetings of the stockholders may be called by the
President or by a majority of the Board of Directors by vote at a meeting or
in writing with or without a meeting.
SECTION 1.03. PLACE OF MEETINGS. All meetings of stockholders shall be
held at the principal office of the Corporation in Howard County, Maryland,
except in cases in which the notice thereof designates some other place; but
all such meetings shall be held within the State of Maryland.
SECTION 1.04. NOTICE OF MEETINGS. Not less than ten days nor more than
ninety days before the date of every stockholders' meetings, the Secretary
shall give to each stockholder entitled to vote at such meeting, written or
oral notice stating the time and place of the meeting, and in the case of a
special meeting, the purpose or purposes for which the meeting is called,
either by mail or by presenting it to him personally or by leaving it at his
residence or usual place of business. If mailed, such notice shall be deemed
to be given when deposited in the United States Mail addressed to the
stockholder at his post office address as it appears on the records of the
Corporation, with postage thereon prepaid. Notwithstanding the foregoing
provision, a waiver of notice in writing, signed by the person or persons
entitled to such notice and filed with the records of the meeting, whether
before or after the holding thereof, or actual attendance at the meeting in
person or by proxy. Any meeting of stockholders, annual or special, may
adjourn from time to time to reconvene at the same or some other place, and
no notice need be given of any such adjourned meeting other than by
announcement.
2.
SECTION 1.05. VOTES REQUIRED. Actions required to be voted on by the
stockholders in accordance with the "Corporation and Association" Article
of the Maryland Annotated Code, shall be passed by the majority vote of
stockholders entitled to vote.
SECTION 1.06. LIST OF STOCKHOLDERS. At each meeting of stockholders a
full, true and complete list in alphabetical order, or in alphabetical order
by classes of stock, or all stockholders entitled to vote at such meeting,
certifying the number and class of shares held by each, shall be furnished
by the Secretary.
SECTION 1.07. VOTING FOR DIRECTORS. Directors shall be elected by the
majority vote of all stockholders entitled to vote. Each stockholder will
have one and only one vote (cumulative voting is prohibited) for each
position on the Board of Directors for which an election is being held.
ARTICLE II.
BOARD OF DIRECTORS
SECTION 2.01. POWERS. The business and affairs of the Corporation
shall be managed by its Board of Directors. The Board of Directors may
exercise all the powers of the Corporation, except such as are by statute or
the charter or by By-Laws conferred upon or reserved to the stockholders. The
Board of Directors shall keep full and fair accounts of its transactions.
SECTION 2.02. NUMBER OF DIRECTORS. The number of directors of the
Corporation shall be FOUR (4). By vote of three which constitute a majority
of the entire Board of Directors, the number of directors may be increased or
decreased, from time to time, to not exceeding twenty nor less than three
directors.
SECTION 2.03. ELECTION OF DIRECTORS. Until the first annual meeting of
stockholders or until successors are duly elected and qualify, the Board
shall consist of the persons named as such in the Charter. At the first
annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors to hold office until the next succeeding
annual meeting or until their successors are elected and qualify. At any
meeting of stockholders, duly called, the stockholders may, by the
affirmative vote of the holders of a majority of the votes entitled to be
cast thereon, remove any director or directors from office and may elect a
successor or successors to fill any resulting vacancies for the unexpired
terms of removed directors.
SECTION 2.04. VACANCIES. Any vacancy occurring in the Board of
Directors for any cause other than by reason of an increase in the number of
directors may be filled by a majority of the remaining members of the Board
of Directors, even if such remaining members do not constitute a quorum. Any
vacancy occurring by reason of an increase in the number of directors may be
filled by action of a majority of the entire Board of Directors. A director
elected by the Board of Directors to fill a vacancy shall be elected to hold
office until the next annual meeting of stockholders or until his successor
is elected and qualifies.
3.
SECTION 2.05. REGULAR MEETINGS. After each meeting of stockholders at
which a Board of Directors shall have been elected, the Board of Directors so
elected shall meet as soon as practicable for the purpose or organization and
the transaction of other business at such time as may be designed by the
stockholders at such meeting. The first meeting shall be held at the place
designated by the Board of Directors for such first regular meeting or at the
office of the Corporation in Howard County, Maryland. No notice of such first
meeting shall be necessary if held as hereinabove provided. Other regular
meetings of the Board of Directors shall be held on such dates and at such
places within or without the State of Maryland as may be designated from time
to time by the Board of Directors.
SECTION 2.06. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called at any time by the President or by a majority of the
Board of Directors by vote at a meeting, or in writing with or without a
meeting. Such special meetings shall be held at such place or places within
or without the State of Maryland as may be designated from time to time by
the Board of Directors.
SECTION 2.07. NOTICE OF MEETINGS. Except as provided in Section 2.05,
notice of the place, day and hour of every regular and special meeting shall
be given to each Director two days (or more) before the meeting, by
delivering the same to him personally, or by sending the same to him by
telegraph, or by leaving the same at his residence or usual place of
business, or, in the alternative, by mailing such notice three days (or more)
before the meeting, postage prepaid, and addressed to him at his last known
post office address, according to the records of the Corporation. Unless
required by these By-Laws or by resolution of the Board of Directors, no
notice of any meeting of the Board of Directors need state the business to be
transacted thereat. No notice of any meeting of the Board of Directors need
by given to any Director who attends, or to any Director who, in writing
executed and filed with the records of the meeting either before or after the
holding thereof, waives such notice. Any meeting of the Board of Directors,
regular or special, may adjourn from time to time to reconvene at the same or
some other place, and no notice need by given of any such adjourned meeting
other than by announcement.
SECTION 2.08. QUORUM. At all meetings of the Board of Directors the
presence of a two-thirds' majority of the entire Board of Directors shall
constitute a quorum for the transaction of business. Except in cases in which
it is by stature, by the Charter or by the By-Laws otherwise provided, the
vote of a simple majority of such quorum at a duly constituted meeting shall
be sufficient to elect and pass any measure. In the absence of a quorum, the
Directors present by majority vote and without notice other than by
announcement may adjourn the meeting from time to time until a quorum shall
attend.
SECTION 2.09. INFORMAL ACTION BY DIRECTORS. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if a written consent to
such action 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.
4.
ARTICLE III
OFFICERS
SECTION 3.01. EXECUTIVE OFFICERS. The Board of Directors shall choose
a President from among the Directors, and a Secretary and a President who
need not be directors. The Board of Directors may choose one or more Vice
Presidents. Any two or more of the above-mentioned offices, except those of
President and a Vice President, may be held by the same person; but no
officer shall execute, acknowledge or verify any instrument in more than one
capacity if such instrument be required by statute, by the Charter, by the
By-Laws or by resolution of the Board of Directors to be executed,
acknowledged or verified by any two or more officers. Each such officer shall
hold office until the first meeting of the Board of Directors after the
annual meeting of stockholders next succeeding his election, and until his
successor shall have been duly chosen and qualified, or until he shall have
resigned or shall have been removed. Any vacancy in any of the above offices
may be filled for the unexpired portion of the term of the Board of Directors
at any regular or special meeting.
SECTION 3.02. The President shall preside at all meetings of the
stockholders and of the Board of Directors at which he shall be present; he
shall have general charge and supervision of the business of the Corporation;
he may sign and execute, in the name of the Corporation, all authorized
deeds, mortgages, bonds, contracts or other instruments, except in cases in
which the signing and execution thereof shall have been expressly delegated
to some other officer or agent of the Corporation; and, in general, he shall
perform all duties incident to the office of a president of a corporation,
and such other duties as, from time to time, may be assigned to him by the
Board of Directors.
SECTION 3.03. VICE PRESIDENTS. The Vice President or Vice Presidents,
at the request of the President or in his absence or during his inability to
act, shall perform the duties and exercise the functions of the President,
and when so acting shall have the powers of the President. If there by more
than one Vice President, the President may determine which one or more of the
Vice Presidents shall perform any of such duties or exercise any of such
functions; otherwise any of the Vice Presidents may perform any of such
duties or exercise any of such functions. The Vice President or Vice
Presidents shall have such other powers and perform such other duties as may
be assigned to him or them by the Board of Directors or the President.
SECTION 3.04. SECRETARY. The Secretary shall keep the minutes of the
meetings of stockholders, of the Board of Directors, and of any committees,
in books provided for the purpose; he shall see that all notices are duly
given in accordance with the provisions of the By-Laws or as required by law;
he shall be custodian of the records of the Corporation; and, in general, he
shall perform all duties incident to the office of a secretary of a
corporation, and such other duties as, from time to time, may be assigned to
him by the Board of Directors or by the President.
6.
SECTION 4.04. RECORD DATES. The Board of Directors is hereby empowered
to fix, in advance, a date as the record date for the purpose of determining
stockholders entitled to notice of, or to vote at, any meeting of
stockholders, or stockholders entitled to receive payment of any dividend or
the allotment of any rights, or in order to make a determination of
stockholders for any other proper purpose.
SECTION 4.05. NEW CERTIFICATES. In case of any certificate of stock is
lost, stolen, mutilated or destroyed, the Board of Directors may authorize
the issuance of a new certificate in place thereof upon such terms and
conditions as it may deem advisable; or the Board of Directors may delegate
such power to any officer or officers, in their discretion, may refuse to
issue such new certificate save upon the order of some court having
jurisdiction in these premises.
ARTICLE V.
FINANCE
SECTION 5.01. CHECKS, DRAFTS, ETC. Checks, drafts, and orders for the
payment of money, notes and other evidence of indebtedness, issued in the
name of the Corporation in the amount of Fifty Thousand Dollars ($50,000) or
less, shall, unless otherwise provided by resolution of the Board of
Directors, be signed by either the President, Vice President-Finance, or the
Treasurer.
Checks, drafts and orders for the payment of money, notes and other
evidence of indebtedness, issued in the name of the Corporation in an amount
in excess of Fifty Thousand Dollars ($50,000), shall, unless otherwise
provided by resolution of the Board of Directors, be signed by both the
President, Vice President-Finance, or the Treasurer jointly.
SECTION 5.02. ANNUAL REPORTS. There shall be prepared annually a full
and correct statement of the affairs of the Corporation, including a balance
sheet and a financial statement of operations for the preceding financial
year, which shall be submitted at the annual meeting of the Board of
Directors and filed within twenty days thereafter at the principal office of
the Corporation in this State.
ARTICLE VI.
SUNDRY PROVISIONS
SECTION 6.01. AMENDMENTS. Any and all provisions of the By-Laws may be
altered or repealed and new By-Laws may be adopted at any annual meeting of
the stockholders, or at any special meeting called for that purpose. In
addition, the Board of Directors shall have the power, at any regular or
special meeting thereof, to make and adopt new by-laws or to amend, alter or
repeal any by-law of the Corporation.
AMENDMENT TO BY-LAWS OF FLIGHT REFUELING, INC.
The undersigned, being the sole shareholder of Flight Refueling, Inc., a
Maryland corporation, hereby amends the By-Laws of the Corporation as follows:
a. by deleting from Article III Section 3.01. EXECUTIVE OFFICERS the
words "from among the Directors;" from the second line thereof.
b. by adding the following sentence between the first and second sentence
thereof:
The Board of Directors may also elect a chief executive officer
and a chief financial officer, each to perform such duties as
may be ascribed to the office by the Board of Directors.
In all other respects the By-Laws shall remain unchanged.
This Amendment has been adopted by the sole shareholder in lieu of a
special meeting called for that purpose pursuant to Section 2-408(c) of the
Corporations and Associations Article of the MARYLAND ANNOTATED CODE (1993
Repl. Vol., as amended).
WITNESS: PATS, Inc., a Maryland corporation
Sole Shareholder
/s/ Steve Tepper By: /s/ John R. Hinson
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Steve Tepper John R. Hinson
Chief Financial Officer