Exhibit 99.26
BY-LAWS
of
AVTECH CORPORATION
ARTICLE I
OFFICERS
Section 1. In addition to the Board of Directors, the officers of this
corporation shall consist of a President, three Vice-Presidents, a Secretary
and Treasurer, who shall be chosen by the Board of Directors after each
annual meeting of stockholders, to serve for a period of one year or until
their successors are elected and qualified, and who may be removed by the
Board at will, and none of the officers, except the President, need be
members of the Board, but a Vice-President who is not a Director may not
succeed to the office of President, and one person may hold more than one
office, except that the President may not hold any other office.
In addition, the Board of directors at any regular or special meeting,
may elect one or more assistant secretaries and assistant treasurers.
ARTICLE II.
BOARD OF DIRECTORS
property of the corporation shall be exercised, conducted and controlled by a
board of not less than five (5) Directors and not more than seven (7)
Directors.
Section 2. Each Director shall hold office for one year, or for such
period as he may have been appointed and until his successor shall have been
elected and shall qualify.
Section 3. The Board of Directors shall have power to call special
meetings of the stockholders when they deem it necessary, and they shall call
such meetings at any time upon a written request for that purpose by persons
representing in their own right or by proxy one-third of all the capital
stock, notice thereof to be given in like manner as provided for other
special stockholders' meetings.
Section 4. A majority of the Board shall have power to call a special
meeting of the Board of Directors whenever the President, after request for
that purpose made to him in writing by a majority of the Directors, shall
refuse or neglect to call such meeting, and notice of the meeting shall be
given as for other special meetings of the Board of Directors except that it
shall be signed by the members issuing the call.
Section 5. Whenever any vacancy shall happen
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among the Directors, by death, resignation, or otherwise, except by removal
and the election of his successor as provided by Section 31, Paragraph IV,
Uniform Business Corporation Act, it shall be filled by appointment of
the Board of Directors. Such Director so appointed shall hold office until his
successor is elected at the next annual meeting of the stockholders or at any
special meeting, duly called for that purpose prior thereto.
ARTICLE III
PRESIDENT
Section 1. The President shall preside at all meetings of the Directors
or stockholders; he shall sign as President all certificates of stock and all
contracts or instruments in writing when and as he shall deem the same to be
for the best interest of the corporation; he shall be the general executive
head of the corporation, and shall perform such other duties as the Board of
Directors may from time to time require.
ARTICLE IV
VICE-PRESIDENT
Section 1. In the absence of the President, the Vice-President, when
present, shall have all of the power of the President and perform all his
duties. He shall have such
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other powers and duties as the board may determine.
ARTICLE V.
SECRETARY AND ASSISTANT SECRETARIES
Section 1. It shall be the duty of the Secretary to keep records and
minutes of all the meetings of the Board of Directors and stockholders; he
shall sign and keep the records of the stock certificates and the Seal of the
Corporation shall be in his custody, and he shall perform such other duties
as the Directors may require of him.
Section 2. The Assistant Secretaries, in the order of their seniority,
unless otherwise determined by the Board of Directors, shall, in the absence
of disability of the Secretary, perform the duties and exercise the powers of
the Secretary. They shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.
ARTICLE VI.
TREASURER
Section 1. It shall be the duty of the Treasurer to keep safely all
moneys and securities of the corporation and distribute or deliver the same
under the direction of the Board of Directors; he shall submit a statement of
his accounts with
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vouchers, when called for by the President or Directors, and shall perform
such other duties and give such bond as the Board of Directors may require.
Section 2. The Assistant Treasurers, in the order of their seniority,
unless otherwise determined by the Board of Directors, shall, unless
otherwise determined by the Board of Directors, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of
the Treasurer. They shall perform such other duties and have such other powers
as the Board of Directors may from time to time prescribe.
ARTICLE VII
MEETINGS
Section 1. The annual meeting of the stockholders shall be held on the
second Tuesday of January of each year at the hour of 10:00 o'clock A.M., at
the registered office of the corporation or at such other place as may be
lawful. If this day falls on a holiday, the meeting shall be held on the
next business day. It shall be the duty of the Secretary to cause notice of
such meeting to be mailed to each stockholder at his post office address as
last known to the Secretary, at least ten (10) days before the day of the
meeting, but a failure to give or send such notice or any irregularity
therein shall not
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affect the validity of any annual meeting or of any proceeding in such
meeting if held at the registered office.
Section 2. At all stockholders' meetings a majority of the outstanding
stock of the corporation must be represented in person or by proxy in order
to form a quorum, and all proxies must be duly executed and filed with the
Secretary before they are used.
Section 3. The regular meeting of the Board of Directors shall be held
at the registered office immediately following the final adjournment of each
annual meeting without notice, for the purpose of organizing the Board and
the election of officers and the transaction of any business.
Section 4. Special meetings of the Board of Directors may be held at such
time and place within or without the State of Washington as the Board may from
time to time appoint. Special meetings of the Board may be called by the
President, or by a majority of the Board, whenever he or they may deem it
expedient, by notice in writing, signed by the President, or by the Secretary
by order of the President, or signed by a majority of the Directors, stating
the time, place and objects of the meeting, sent to the several Directors by
letter or telegram, mailed or sent to each Director at his usual business
address at least forty-eight (48) hours before the time of meeting, but notice
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may be waived by any or all of the Directors, and if notice be waived by all
of the directors, a special meeting may be held at any time or place to
consider any business. Any Director who is present at and participates in a
meeting of the Directors shall be deemed to have waived notice thereof and
consented to the call and holding of the meeting.
Section 5. Special meetings of the stockholders may be called by the
President or the Board of Directors whenever he or they may deem it
expedient, to be held at any lawful place, the call to be by notice in
writing, signed by the Secretary by order of the President, or by order of the
Board of Directors, or by the President, or by a majority of the board,
stating the time, place and objects of the meeting, sent to the several
stockholders by letter, mailed to each stockholder at his post office address
last known to the Secretary at least ten (10) days before the day of meeting,
but if notice be waived by all of the stockholders or proxies, a special
meeting may be held at any time and place to consider any business. Any
stockholder who is present at and participates in a meeting of the
stockholders shall be deemed to have waived notice thereof and consented to
the call and holding of the meeting.
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ARTICLE VIII.
LOST CERTIFICATES OF STOCK
Section 1. If a certificate of stock is lost or destroyed, the owner
thereof may make application on oath in writing to the Board of Directors
setting forth the facts and the Board of Directors, if satisfied of such loss
or destruction, may direct such owner to give a satisfactory bond with
sureties to the company indemnifying it against any loss incurred, if such
certificate be found and held to be good against the company, and shall upon
receipt of such bond order the officers of the company to issue a duplicate
in lieu thereof.
ARTICLE IX.
SEAL
Section 1. The Board of Directors shall provide a suitable seal for the
corporation, which shall be circular in form, which shall contain the
following inscription:
Avtech Corporation - Corporate Seal 1963 - Washington.
ARTICLE X.
AMENDMENTS
Section 1. These By-Laws or any thereof may be repealed or amended, or
new By-Laws may be adopted, at any annual
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meeting, or at any other meeting of the stockholders called for that
purpose. The Board of Directors shall also have power to amend these By-Laws
and to adopt new By-Laws.
Section 2. All By-Laws adopted by the Board of Directors may be repealed
or amended at the annual meeting or at any other meeting of the stockholders
called for that purpose.
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