EAGLE AERO HOLDINGS CORP 918-459-4572, 918-459-4550 fax BY-LAWS OF EAGLE AERO HOLDINGS CORP.
EXHIBIT
3.2
0000
Xxxx
00xx
Xx.
Xxxxx, XXxx 00000
000-000-0000,
000-000-0000 fax
BY-LAWS
OF EAGLE AERO HOLDINGS CORP.
These
By-Laws of EAGLE AERO HOLDINGS CORP. (the “Agreement”) are made and effective
MAY 12th,
2004.
|
1.
|
CORPORATE
OFFICES
|
|
1.1.
|
Principal
Office
|
The
Board
of Directors shall fix the location of the principal executive office of the
corporation at any place within or outside the State of Delaware. If the
principal executive office is located outside [Delaware and the corporation
has
one or more business offices in Oklahoma, then the Board of Directors shall
fix
and designate a principal business office in Oklahoma.
|
1.2.
|
Other
Offices
|
The
Board
of Directors may at any time establish branch or subordinate offices at any
place or places.
|
2.
|
MEETINGS
OF SHAREHOLDERS
|
|
2.1.
|
Place
Of Meetings
|
Meetings
of shareholders shall be held at any place within or outside the State of
Delaware or Oklahoma as designated by the Board of Directors. In the absence
of
any such designation, shareholders' meetings shall be held at the principal
executive office of the corporation or at any place consented to in writing
by
all persons entitled to vote at such meeting, given before or after the meeting
and filed with the Secretary of the corporation.
|
2.2.
|
Annual
Meeting
|
An
annual
meeting of shareholders shall be held each year on a date and at a time
designated by the Board of Directors. At that meeting, directors shall be
elected. Any other proper business may be transacted at the annual meeting
of
shareholders.
|
2.3.
|
Special
Meetings
|
Special
meetings of the shareholders may be called at any time, subject to the
provisions of Sections 2.4 and 2.5 of these By-Laws, by the Board of Directors,
the Chairman of the Board, the President or the holders of shares entitled
to
cast not less than
[50%] of the
votes at
that meeting.
If
a
special meeting is called by anyone other than the Board of Directors or the
President or the Chairman of the Board, then the request shall be in writing,
specifying the time of such meeting and the general nature of the business
proposed to be transacted, and shall be delivered personally or sent by
registered mail or by other written communication to the Chairman of the Board,
the President, any Vice President or the Secretary of the corporation. The
officer receiving the request forthwith shall cause notice to be given to the
shareholders entitled to vote, in accordance with the provisions of Sections
2.4
and 2.5 of these By-Laws, that a meeting will be held at the time requested
by
the person or persons calling the meeting, so long as that time is not less
than
15 nor more than 25 days after the receipt of the request. If the notice is
not
given within 5 days after receipt of the request, then the person or persons
requesting the meeting may give the notice.
Nothing
contained in this paragraph of this Section 2.3 shall be construed as limiting,
fixing or affecting the time when a meeting of shareholders called by action
of
the Board of Directors may be held.
|
2.4.
|
Notice
Of Shareholders’ Meetings
|
All
notices of meetings of shareholders shall be sent or otherwise given in
accordance with Section 2.5 of these By-Laws not less than 5 (or, if sent by
third-class mail pursuant to Section 2.5 of these By-Laws, not less than 15
nor
more than 25 days before the date of the meeting to each shareholder entitled
to
vote thereat. Such notice shall state the place, date, and hour of the meeting
and (i) in the case of a special meeting, the general nature of the business
to
be transacted, and no business other than that specified in the notice may
be
transacted, or (ii) in the case of the annual meeting, those matters which
the
Board of Directors, at the time of the mailing of the notice, intends to present
for action by the shareholders, but, subject to the provisions of the next
paragraph of this Section 2.4, any proper matter may be presented at the meeting
for such action. The notice of any meeting at which Directors are to be elected
shall include the names of nominees intended at the time of the notice to be
presented by the Board for election.
If
action
is proposed to be taken at any meeting for approval of (i) a contract or
transaction in which a director has a direct or indirect financial interest,
(ii) an amendment of the Articles of Incorporation, pursuant to Section 902
of
the Code, (iii) a reorganization of the corporation, (iv) a voluntary
dissolution of the corporation, or (v) a distribution in dissolution other
than
in accordance with the rights of any outstanding preferred shares, then the
notice shall also state the general nature of that proposal.
|
2.5.
|
Manner
Of Giving Notice; Affidavit Of
Notice
|
Notice
of
a shareholders' meeting shall be given either personally or by first-class
mail,
or, if the corporation has outstanding shares held of record by 10 or more
persons on the record date for the shareholders' meeting, notice may be sent
by
third-class mail, or other means of written communication, addressed to the
shareholder at the address of the shareholder appearing on the books of the
corporation or given by the shareholder to the corporation for the purpose
of
notice; or if no such address appears or is given, at the place where the
principal executive office of the corporation is located or by publication
at
least once in a newspaper of general circulation in the county in which the
principal executive office is located. The notice shall be deemed to have been
given at the time when delivered personally or deposited in the mail or sent
by
other means of written communication.
If
any
notice (or any report referenced in Article VII of these By-Laws) addressed
to a
shareholder at the address of such shareholder appearing on the books of the
corporation is returned to the corporation by the United States Postal Service
marked to indicate that the United States Postal Service is unable to deliver
the notice to the shareholder at that address, all future notices or reports
shall be deemed to have been duly given without further mailing if the same
shall be available to the shareholder upon written demand of the shareholder
at
the principal executive office of the corporation for a period of 1 year from
the date of the giving of the notice.
An
affidavit of mailing of any notice or report in accordance with the provisions
of this Section 2.5, executed by the Secretary, Assistant Secretary or any
transfer agent, shall be prima facie evidence of the giving of the notice or
report.
|
2.6.
|
Quorum
|
Unless
otherwise provided in the Articles of Incorporation of the corporation, a
majority of the shares entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of the shareholders. The shareholders
present at a duly called or held meeting at which a quorum is present may
continue to transact business until adjournment notwithstanding the withdrawal
of enough
shareholders
to leave less than a quorum, if any action taken (other than adjournment) is
approved by at least a majority of the shares required to constitute a
quorum.
In
the
absence of a quorum, any meeting of shareholders may be adjourned from time
to
time by the vote of a majority of the shares represented either in person or
by
proxy, but no other business may be transacted, except as provided in the last
sentence of the preceding paragraph.
|
2.7.
|
Adjourned
Meeting; Notice
|
Any
shareholders' meeting, annual or special, whether or not a quorum is present,
may be adjourned from time to time by the vote of the majority of the shares
represented at that meeting, either in person or by proxy.
When
any
meeting of shareholders, either annual or special, is adjourned to another
time
or place, notice need not be given of the adjourned meeting if its time and
place are announced at the meeting at which the adjournment is taken. However,
if the adjournment is for more than 15 days from the date set for the original
meeting or if a new record date for the adjourned meeting is fixed, a notice
of
the adjourned meeting shall be given to each shareholder of record entitled
to
vote at the adjourned meeting in accordance with the provisions of Sections
2.4
and 2.5 of these By-Laws. At any adjourned meeting the corporation may transact
any business which might have been transacted at the original
meeting.
|
2.8.
|
Voting
|
The
shareholders entitled to vote at any meeting of shareholders shall be determined
in accordance with the provisions of Section 2.11 of these By-Laws. Elections
for directors and voting on any other matter at a shareholders' meeting need
not
be by ballot unless a shareholder demands election by ballot at the meeting
and
before the voting begins.
Except
as
provided in the last paragraph of this Section 2.8, or as may be otherwise
provided in the Articles of Incorporation, each outstanding share, regardless
of
class, shall be entitled to one vote on each matter submitted to a vote of
the
shareholders. Any holder of shares entitled to vote on any matter may vote
part
of the shares in favor of the proposal and refrain from voting the remaining
shares or may vote them against the proposal other than elections to office,
but, if the shareholder fails to specify the number of shares such shareholder
is voting affirmatively, it will be conclusively presumed that the shareholder's
approving vote is with respect to all shares which the shareholder is entitled
to vote. The affirmative vote of the majority of the shares represented and
voting at a duly held meeting at which a quorum is present (which shares voting
affirmatively also constitute at least a majority of the required quorum) shall
be the act of the shareholders, unless the vote of a greater number or voting
by
classes is required by the Code or by the Articles of
Incorporation.
At
a
shareholders' meeting at which directors are to be elected, a shareholder shall
be entitled to cumulate votes either (i) by giving one candidate a number of
votes equal to the number of directors to be elected multiplied by the number
of
votes to which that shareholder's shares are normally entitled or (ii) by
distributing the shareholder's votes on the same principle among as many
candidates as the shareholder thinks fit, if the candidate or candidates' names
have been placed in nomination prior to the voting and the shareholder has
given
notice prior to the voting of the shareholder's intention to cumulate the
shareholder's votes. If any one shareholder has given such a notice, then every
shareholder entitled to vote may cumulate votes for candidates in nomination.
The candidates receiving the highest number of affirmative votes, up to the
number of directors to be elected, shall be elected; votes against any candidate
and votes withheld shall have no legal effect.
|
2.9.
|
Validation
Of Meetings; Waiver Of Notice;
Consent
|
The
transactions of any meeting of shareholders, either annual or special, however
called and noticed, and wherever held, are as valid as though they had been
taken at a meeting duly held after regular call and notice, if a quorum be
present either in person or by proxy, and if, either before or after the
meeting, each of the persons entitled to vote, not present in person or by
proxy, signs a written waiver of notice or a consent to the holding of the
meeting or an approval of the minutes thereof. Neither the business to be
transacted at nor the purpose of any annual or special meeting of shareholders
need be specified in any written waiver of notice or consent to the holding
of
the meeting or approval of the minutes thereof, except that if action is taken
or proposed to be taken for approval of any of those matters specified in the
second paragraph of Section 2.4 of these By-Laws, the waiver of notice or
consent or approval shall state the general nature of the proposal. All such
waivers, consents, and approvals shall be filed with the corporate records
or
made a part of the minutes of the meeting.
Attendance
of a person at a meeting shall constitute a waiver of notice of and presence
at
that meeting, except when the person objects, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called
or
convened and except that attendance at a meeting is not a waiver of any right
to
object to the consideration of matters required by the Code to be included
in
the notice of such meeting but not so included, if such objection is expressly
made at the meeting.
2.10. Shareholder
Action By Written Consent Without A Meeting
Any
action which may be taken at any annual or special meeting of shareholders
may
be taken without a meeting and without prior notice, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
shares having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled
to
vote thereon were present and voted.
Directors
may not be elected by written consent except by unanimous written consent of
all
shares entitled to vote for the election of directors. However, a director
may
be elected at any time to fill any vacancy on the Board of Directors, provided
that it was not created by removal of a director and that it has not been filled
by the directors, by the written consent of the holders of a majority of the
outstanding shares entitled to vote for the election of directors.
All
such
consents shall be maintained in the corporate records. Any shareholder giving
a
written consent, or the shareholder's proxy holders, or a transferee of the
shares, or a personal representative of the shareholder, or their respective
proxy holders, may revoke the consent by a writing received by the Secretary
of
the corporation before written consents of the number of shares required to
authorize the proposed action have been filed with the Secretary.
If
the
consents of all shareholders entitled to vote have not been solicited in
writing, the Secretary shall give prompt notice of any corporate action approved
by the shareholders without a meeting by less than unanimous written consent
to
those shareholders entitled to vote who have not consented in writing. Such
notice shall be given in the manner specified in Section 2.5 of these By-Laws.
In the case of approval of (i) a contract or transaction in which a director
has
a direct or indirect financial interest, (ii) indemnification of a corporate
agent, (iii) a reorganization of the corporation, and (iv) a distribution in
dissolution other than in accordance with the rights of outstanding preferred
shares, the notice shall be given at least 30 days before the consummation
of
any action authorized by that approval, unless the consents of all shareholders
entitled to vote have been solicited in writing.
2.11. Record
Date For Shareholder Notice; Voting; Giving Consents
In
order
that the corporation may determine the shareholders entitled to notice of any
meeting or to vote, the Board of Directors may fix, in advance, a record date,
which shall not be more than 60 days nor less than 5 days prior to the date
of
such meeting nor more than 15 days before any other action. Shareholders at
the
close of business on the record date are entitled to notice and to vote, as
the
case may be, notwithstanding any transfer of any shares on the books of the
corporation after the record date, except as otherwise provided in the Articles
of Incorporation or the Code.
A
determination of shareholders of record entitled to notice of or to vote at
a
meeting of shareholders shall apply to any adjournment of the meeting unless
the
Board of Directors fixes a new record date for the adjourned meeting, but the
Board of Directors shall fix a new record date if the meeting is adjourned
for
more than 5 days from the date set for the original meeting.
If
the
Board of Directors does not so fix a record date:
|
i.
|
The
record date for determining shareholders entitled to notice of
or to vote
at a meeting of shareholders shall be at the close of business
on the
business day next preceding the day on which notice is given or,
if notice
is waived, at the close of business on the business day next preceding
the
day on which the meeting is held.
|
|
ii.
|
The
record date for determining shareholders entitled to give consent
to
corporate action in writing without a meeting, (i) when no prior
action by
the Board has been taken, shall be the day on which the first written
consent is given, or (ii) when prior action by the Board has been
taken,
shall be at the close of business on the day on which the Board adopts
the
resolution relating thereto, or the 5 day prior to the date of such
other
action, whichever is later.
|
The
record date for any other purpose shall be as provided in Section 8.1 of these
By-Laws.
2.12. Proxies
Every
person entitled to vote for directors, or on any other matter, shall have the
right to do so either in person or by one or more agents authorized by a written
proxy signed by the person and filed with the Secretary of the corporation.
A
proxy shall be deemed signed if the shareholder's name or other authorization
is
placed on the proxy (whether by manual signature, typewriting, telegraphic
or
electronic transmission or otherwise) by the shareholder or the shareholder's
attorney-in-fact. A validly executed proxy which does not state that it is
irrevocable shall continue in full force and effect unless (i) the person who
executed the proxy revokes it prior to the time of voting by delivering a
writing to the corporation stating that the proxy is revoked or by executing
a
subsequent proxy and presenting it to the meeting or by attendance at such
meeting and voting in person, or (ii) written notice of the death or incapacity
of the maker of that proxy is received by the corporation before the vote
pursuant to that proxy is counted; provided, however, that no proxy shall be
valid after the expiration of 3 months from the date thereof, unless otherwise
provided in the proxy. The dates contained on the forms of proxy presumptively
determine the order of execution, regardless of the postmark dates on the
envelopes in which they are mailed.
2.13. Inspectors
Of Election
In
advance of any meeting of shareholders, the Board of Directors may appoint
inspectors of election to act at the meeting and any adjournment thereof. If
inspectors of election are not so appointed or designated or if any persons so
appointed fail to appear or refuse to act, then the Chairman of the meeting
may,
and on the request of any shareholder or a shareholder's proxy shall, appoint
inspectors of election (or persons to replace those who so fail to appear)
at
the meeting. The number of inspectors shall be either 1 or 2. If appointed
at a
meeting on the request of 1 or more shareholders or proxies, the majority of
shares represented in person or by proxy shall determine whether 1 or 2
inspectors are to be appointed.
The
inspectors of election shall determine the number of shares outstanding and
the
voting power of each, the shares represented at the meeting, the existence
of a
quorum, and the authenticity, validity, and effect of proxies, receive votes,
ballots or consents, hear and determine all challenges and questions in any
way
arising in connection with the right to vote, count and tabulate all votes
or
consents, determine when the polls shall close, determine the result and do
any
other acts that may be proper to conduct the election or vote with fairness
to
all shareholders.
|
3.
|
DIRECTORS
|
|
3.1.
|
Powers
|
Subject
to the provisions of the Code and any limitations in the Articles of
Incorporation and these By-Laws relating to action required to be approved
by
the shareholders or by the outstanding shares, the business and affairs of
the
corporation shall be managed and all corporate powers shall be exercised by
or
under the direction of the Board of Directors. The Board may delegate the
management of the day-to-day operation of the business of the corporation to
a
management company or other person provided
that the business and affairs of the corporation shall be managed and all
corporate powers shall be exercised under the ultimate direction of the
Board.
|
3.2.
|
Number
Of Directors
|
The
authorized number of directors of the corporation shall be 2.
|
3.3.
|
Election
And Term Of Office Of
Directors
|
At
each
annual meeting of shareholders, directors shall be elected to hold office until
the next annual meeting. Each director, including a director elected to fill
a
vacancy, shall hold office until the expiration of the term for which elected
and until a successor has been elected and qualified, except in the case of
the
death, resignation, or removal of such a director.
|
3.4.
|
Removal
|
The
entire Board of Directors or any individual director may be removed from office
without cause by the affirmative vote of a majority of the outstanding shares
entitled to vote on such removal; provided, however, that unless the entire
Board is removed, no individual director may be removed when the votes cast
against such director's removal, or not consenting in writing to such removal,
would be sufficient to elect that director if voted cumulatively at an election
at which the same total number of votes cast were cast (or, if such action
is
taken by written consent, all shares entitled to vote were voted) and the entire
number of directors authorized at the time of such director's most recent
election were then being elected.
|
3.5.
|
Resignation
And Vacancies
|
Any
director may resign effective upon giving oral or written notice to the Chairman
of the Board, the President, the Secretary or the Board of Directors, unless
the
notice specifies a later time for the effectiveness of such resignation. If
the
resignation of a director is effective at a future time, the Board of Directors
may elect a successor to take office when the resignation becomes
effective.
Vacancies
on the Board of Directors may be filled by a majority of the remaining
directors, or if the number of directors then in office is less than a quorum
by
(i) unanimous written consent of the directors then in office, (ii) the
affirmative vote of a majority of the directors then in office at a meeting
held
pursuant to notice or waivers of notice, or (iii) a sole remaining director;
however, a vacancy created by the removal of a director by the vote or written
consent of the shareholders or by court order may be filled only by the
affirmative vote of a majority of the shares represented and voting at a duly
held meeting at which a quorum is present (which shares voting affirmatively
also constitute at least a majority of the required quorum), or by the unanimous
written consent of all shares entitled to vote thereon. Each director so elected
shall hold office until the next annual meeting of the shareholders and until
a
successor has been elected and qualified, or until his or her death, resignation
or removal.
A
vacancy
or vacancies in the Board of Directors shall be deemed to exist (i) in the
event
of the death, resignation or removal of any director, (ii) if the Board of
Directors by resolution declares vacant the office of a director who has been
declared of unsound mind by an order of court or convicted of a felony, (iii)
if
the authorized number of directors is increased, or (iv) if the shareholders
fail, at any meeting of shareholders at which any director or directors are
elected, to elect the full authorized number of directors to be elected at
that
meeting.
The
shareholders may elect a director or directors at any time to fill any vacancy
or vacancies not filled by the directors, but any such election by written
consent, other than to fill a vacancy created by removal, shall require the
consent of the holders of a majority of the outstanding shares entitled to
vote
thereon. A director may not be elected by written consent to fill a vacancy
created by removal except by unanimous consent of all shares entitled to vote
for the election of directors.
|
3.6.
|
Place
Of Meetings; Meetings By
Telephone
|
Regular
meetings of the Board of Directors may be held at any place within or outside
the State of Delaware that has been designated from time to time by resolution
of the Board. In the absence
of such a designation, regular meetings shall be held at the principal executive
office of the corporation. Special meetings of the Board may be held at any
place within or outside the State of Delaware that has been designated in the
notice of the meeting or, if not stated in the notice or if there is no notice,
at the principal executive office of the corporation.
Members
of the Board may participate in a meeting through the use of conference
telephone or similar communications equipment, so long as all directors
participating in such meeting can hear one another. Participation in a meeting
pursuant to this paragraph constitutes presence in person at such
meeting.
|
3.7.
|
Regular
Meetings
|
Regular
meetings of the Board of Directors may be held without notice if the time and
place of such meetings are fixed by the Board of Directors.
|
3.8.
|
Special
Meetings; Notice
|
Subject
to the provisions of the following paragraph, special meetings of the Board
of
Directors for any purpose or purposes may be called at any time by the Chairman
of the Board, the President, any Vice President, the Secretary or any 2
directors.
Notice
of
the time and place of special meetings shall be delivered personally or by
telephone to each director or sent by first-class mail, telegram, charges
prepaid, or by telecopier, addressed to each director at that director's address
as it is shown on the records of the corporation. If the notice is mailed,
it
shall be deposited in the United States mail at least 30 days before the time
of
the holding of the meeting. If the notice is delivered personally or by
telephone or by telecopier or telegram, it shall be delivered personally or
by
telephone or by telecopier or to the telegraph company at least 72 hours before
the time of the holding of the meeting. Any oral notice given personally or
by
telephone may be communicated either to the director or to a person at the
office of the director who the person giving the notice has reason to believe
will promptly communicate it to the director. The notice need not specify the
purpose of the meeting.
|
3.9.
|
Quorum
|
A
majority of the authorized number of directors shall constitute a quorum for
the
transaction of business, except to adjourn as provided in Section 3.11 of these
By-Laws. Every act or decision done or made by a majority of the directors
present at a meeting duly held at which a quorum is present is the act of the
Board of Directors, subject to the provisions of [SPECIFY] (as to approval
of
contracts or transactions in which a director has a direct or indirect material
financial interest), [SECTION OF CODE OR LAW] (as to appointment of committees),
[SECTION OF CODE OR LAW] (as to indemnification of directors), the Articles
of
Incorporation, and other applicable law.
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.
3.10. Waiver
Of Notice
Notice
of
a meeting need not be given to any director who signs a waiver of notice or
a
consent to holding the meeting or an approval of the minutes thereof, 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.
All
such waivers, consents, and approvals shall be filed with the corporate records
or made a part of the minutes of the meeting. A waiver of notice need not
specify the purpose of any regular or special meeting of the Board of
Directors.
3.11. Adjournment
A
majority of the directors present, whether or not a quorum is present, may
adjourn any meeting to another time and place.
3.12. Notice
Of Adjournment
If
the meeting is adjourned for more than 2 hours,
notice of any adjournment to another time and place shall be given prior to
the
time of the adjourned meeting to the directors who
were
not present at the time of the
adjournment.
3.13. Board
Action By Written Consent Without A Meeting
Any
action required or permitted to be taken by the Board of Directors may be taken
without a meeting, if all members of the Board individually or collectively
consent in writing to such action. Such written consent or consents shall be
filed with the minutes of the proceedings of the Board. Such action by written
consent shall have the same force and effect as a unanimous vote of the Board
of
Directors.
3.14. Fees
And Compensation Of Directors
Directors
and members of committees may receive such compensation, if any, for their
services and such reimbursement of expenses as may be fixed or determined by
resolution of the Board of Directors. This Section 3.14 shall not be construed
to preclude any director from serving the corporation in any other capacity
as
an officer, agent, employee or otherwise and receiving compensation for those
services.
3.15. Approval
Of Loans To Officers
If
these
By-Laws have been approved by the corporation's shareholders in accordance
with
the Code, the corporation may, upon the approval of the Board of Directors
alone, make loans of money or property to, or guarantee the obligations of,
any
officer of the corporation or of its parent, if any, whether or not a director,
or adopt an employee benefit plan or plans authorizing such loans or guaranties
provided that (i) the Board of Directors determines that such a loan or guaranty
or plan may reasonably be expected to benefit the corporation, (ii) the
corporation has outstanding shares held of record by TBD or more persons
(determined as provided in (TBD)[SECTION OF CODE]) on the date of approval
by
the Board of Directors, and (iii) the approval of the Board of Directors is
by a
vote sufficient without counting the vote of any interested director or
directors. Notwithstanding the foregoing, the corporation shall have the power
to make loans permitted by the Code.
|
4.
|
COMMITTEES
|
|
4.1.
|
Committees
Of Directors
|
The
Board
of Directors may, by resolution adopted by a majority of the authorized number
of directors, designate one or more committees, each consisting of 2or more
directors, to serve at the pleasure of the Board. The Board may designate one
or
more directors as alternate members of any committee, who may replace any absent
member at any meeting of the committee. The appointment of members or alternate
members of a committee requires the vote of a majority of the authorized number
of directors. Any such committee shall have authority to act in the manner
and
to the extent provided in the resolution of the Board and may have all the
authority of the Board, except with respect to:
|
i.
|
The
approval of any action which, under the Code, also requires shareholders'
approval or approval of the outstanding
shares.
|
|
ii.
|
The
filling of vacancies on the Board of Directors or in any
committee.
|
|
iii.
|
The
fixing of compensation of the directors for serving on the Board
or on any
committee.
|
|
iv.
|
The
amendment or repeal of these By-Laws or the adoption of new
By-Laws.
|
|
v.
|
The
amendment or repeal of any resolution of the Board of Directors which
by
its express terms is not so amendable or
repealable.
|
By-Laws
of Eagle Aero Holdings Corp. Page
of
8 of 17
|
vi.
|
A
distribution to the shareholders of the corporation, except at a
rate, in
a periodic amount or within a price range set forth in the Articles
of
Incorporation or determined by the Board of
Directors.
|
|
vii.
|
The
appointment of any other committees of the Board of Directors or
the
members thereof.
|
|
4.2.
|
Meetings
And Action Of Committees
|
Meetings
and actions of committees shall be governed by, and held and taken in accordance
with, the provisions of Article III of these By-Laws, Section 3.6 (place of
meetings), Section 3.7 (regular meetings), Section 3.8 (special meetings and
notice), Section 3.9 (quorum), Section 3.10 (waiver of notice), Section 3.11
(adjournment), Section 3.12 (notice of adjournment), and Section 3.13 (action
without meeting), with such changes in the context of those By-Laws as are
necessary to substitute the committee and its members for the Board of Directors
and its members; provided, however, that the time of regular meetings of
committees may be determined either by resolution of the Board of Directors
or
by resolution of the committee, that special meetings of committees may also
be
called by resolution of the Board of Directors, and that notice of special
meetings of committees shall also be given to all alternate members, who shall
have the right to attend all meetings of the committee. The Board of Directors
may adopt rules for the government of any committee not inconsistent with the
provisions of these By-Laws.
|
5.
|
OFFICERS
|
|
5.1.
|
Officers
|
The
officers of the corporation shall be a Chief Executive Officer, President,
a
Secretary, and a Chief Financial Officer. The corporation may also have, at
the
discretion of the Board of Directors, a Chairman of the Board, one or more
Vice
Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers,
and such other officers as may be appointed in accordance with the provisions
of
Section 5.3 of these By-Laws. Any number of offices may be held by the same
person.
|
5.2.
|
Appointment
Of Officers
|
The
officers of the corporation, except such officers as may be appointed in
accordance with the provisions of Section 5.3 or Section 5.5 of these By-Laws,
shall be chosen by the Board and serve at the pleasure of the Board, subject
to
the rights, if any, of an officer under any contract of employment.
|
5.3.
|
Subordinate
Officers
|
The
Board
of Directors may appoint, or may empower the Chairman of the Board or the
President to appoint, such other officers as the business of the corporation
may
require, each of whom shall hold office for such period, have such authority,
and perform such duties as are provided in these By-Laws or as the Board of
Directors may from time to time determine.
|
5.4.
|
Removal
And Resignation Of
Officers
|
Subject
to the rights, if any, of an officer under any contract of employment, all
officers serve at the pleasure of the Board of Directors and any officer may
be
removed, either with or without cause, by the Board of Directors at any regular
or special meeting of the Board or, except in case of an officer chosen by
the
Board of Directors, by any officer upon whom such power of removal may be
conferred by the Board of Directors.
Any
officer may resign at any time by giving written notice to the corporation.
Any
resignation shall take effect at the date of the receipt of that notice or
at
any later time specified in that notice; and, unless otherwise specified in
that
notice, the acceptance of the resignation shall not be necessary to make it
effective. Any resignation is without prejudice to the rights, if any, of the
corporation under any contract to which the officer is a party.
5.5. Vacancies
In Offices
A
vacancy
in any office because of death, resignation, removal, disqualification or any
other cause shall be filled in the manner prescribed in these By-Laws for
regular appointments to that office.
By-Laws
of Eagle Aero Holdings Corp. Page
of
9 of 17
|
5.6.
|
Chairman
Of The Board
|
The
Chairman of the Board, if such an officer be elected, shall, if present, preside
at meetings of the Board of Directors and exercise and perform such other powers
and duties as may from time to time be assigned by the Board of Directors or
as
may be prescribed by these By-Laws. The Chairman of the Board shall also be
the
Chief Executive Officer of the corporation and shall have the powers and duties
prescribed in Section 5.7 of these By-Laws.
|
5.7.
|
Chief
Executive Officer
|
Subject
to such supervisory powers, if any, as may be given by the Board of Directors
to
the Chairman of the Board, The Chief Executive Officer of the corporation shall,
subject to the control of the Board of Directors, have general supervision,
direction, and control of the business and the officers of the corporation.
The
Chief Executive Officer shall preside at all meetings of the shareholders and,
in the at all meetings of the Board of Directors. The Chief Executive Officer
shall have the general powers and duties of management usually vested in the
office of Chief Executive Officer /President of a corporation, and shall have
such other powers and duties as may be prescribed by the Board of Directors
or
these By-Laws.
|
5.8.
|
President
|
The
President shall preside at all meetings of the shareholders and, in the absence
or nonexistence of a Chairman of the Board, at all meetings of the Board of
Directors. The President shall have the general powers and duties of management
usually vested in the office of President of a corporation, and shall have
such
other powers and duties as may be prescribed by the Board of Directors or these
By-Laws
|
5.9.
|
Vice
Presidents
|
In
the
absence or disability of the President, the Vice Presidents, if any, in order
of
their rank as fixed by the Board of Directors or, if not ranked, a Vice
President designated by the Board of Directors, shall perform all 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. The Vice Presidents shall have such
other powers and perform such other duties as from time to time may be
prescribed for them respectively by the Board of Directors, these By-Laws,
the
President or the Chairman of the Board.
|
5.10.
|
Secretary
|
The
Secretary shall keep or cause to be kept, at the principal executive office
of
the corporation or such other place as the Board of Directors may direct, a
book
of minutes of all meetings and actions of Directors, committees of directors
and
shareholders. The minutes shall show the time and place of each meeting, whether
regular or special, the names of those present at directors' meetings or
committee meetings, the number of shares present or represented at shareholders'
meetings, and the proceedings thereof.
The
Secretary shall keep at the principal executive office of the corporation or
at
the office of the corporation's transfer agent or registrar, as determined
by
resolution of the Board of Directors, a share register, or a duplicate share
register, showing the names of all shareholders and their addresses, the number
and classes of shares held by each, the number and date of certificates
evidencing such shares, and the number and date of cancellation of every
certificate surrendered for cancellation. The Secretary shall give notice of
all
meetings of the shareholders and of the Board of Directors required to be given
by law or by these By-Laws. The Secretary shall keep the seal of the
corporation, if one be adopted, in safe custody and shall have such other powers
and perform such other duties as may be prescribed by the Board of Directors
or
by these By-Laws.
5.11. Chief
Financial Officer
The
Chief
Financial Officer shall keep and maintain, or cause to be kept and maintained,
adequate and correct books and records of accounts of the properties and
business
transactions
of the corporation,
including accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital, retained earnings, and shares.
By-Laws
of Eagle Aero Holdings Corp. Page
of
10 of 17
The
Chief
Financial Officer shall deposit all money and other valuables in the name and
to
the credit of the corporation with such depositaries as may be designated by
the
Board of Directors. The Chief Financial Officer shall disburse the funds of
the
corporation as may be ordered by the Board, shall render to the President and
directors, whenever they request it, an account of all of his or her
transactions as Chief Financial Officer and of the financial condition of the
corporation, and shall have such other powers and perform such other duties
as
may be prescribed by the Board or these By-Laws.
|
6.
|
INDEMNIFICATION
OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER
AGENTS
|
|
6.1.
|
Indemnification
Of Directors
|
The
corporation shall, to the maximum extent and in the manner permitted by the
Code, indemnify each of its directors against expenses, judgments, fines,
settlements, and other amounts actually and reasonably incurred in connection
with any proceeding, arising by reason of the fact that such person is or was
a
director of the corporation. For purposes of this Article VI, a director of
the
corporation includes any person (i) who is or was a director of the corporation,
(ii) who is or was serving at the request of the corporation as a director
of
another foreign or domestic corporation, partnership, joint venture, trust
or
other enterprise, or (iii) who was a director of a corporation which was a
predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation.
|
6.2.
|
Indemnification
Of Others
|
The
corporation shall have the power, to the extent and in the manner permitted
by
the Code, to indemnify each of its employees, officers, and agents (other than
directors) against expenses (as defined in of all, judgments, fines,
settlements, and other amounts actually and reasonably incurred in connection
with any proceeding, arising by reason of the fact that such person is or was
an
employee, officer, or agent of the corporation. For purposes of this Article
VI,
an employee or officer or agent of the corporation (other than a director)
includes any person (i) who is or was an employee, officer, or agent of the
corporation, (ii) who is or was serving at the request of the corporation as
an
employee, officer, or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, or (iii) who was an
employee, officer, or agent of a corporation which was a predecessor corporation
of the corporation or of another enterprise at the request of such predecessor
corporation.
|
6.3.
|
Payment
Of Expenses In Advance
|
Expenses
and attorneys' fees incurred in defending any civil or criminal action or
proceeding for which indemnification is required pursuant to Section 6.1, or
if
otherwise authorized by the Board of Directors, shall be paid by the corporation
in advance of the final disposition of such action or proceeding upon receipt
of
an undertaking by or on behalf of the indemnified party to repay such amount
if
it shall ultimately be determined that the indemnified party is not entitled
to
be indemnified as authorized in this Article VI.
|
6.4.
|
Indemnity
Not Exclusive
|
The
indemnification provided by this Article VI shall not be deemed exclusive of
any
other rights to which those seeking indemnification may be entitled under any
By-Law, agreement, vote of shareholders or directors or otherwise, both as
to
action in an official capacity and as to action in another capacity while
holding such office. The rights to indemnity hereunder 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 the
person.
|
6.5.
|
Insurance
Indemnification
|
The
corporation shall have the power to purchase and maintain insurance on behalf
of
any person who is or was a director, officer, employee or agent of the
corporation against any liability asserted against or incurred by such person
in
such capacity or arising out of that person's status as such, whether
or not the corporation would have the power to indemnify that person against
such liability under the provisions of this Article VI.
By-Laws
of Eagle Aero Holdings Corp. Page
of 11
of 17
|
6.6.
|
Conflicts
|
No
indemnification or advance shall be made under this Article VI, except where
such indemnification or advance is mandated by law or the order, judgment
or
decree of any court of competent jurisdiction, in any circumstance where
it
appears:
|
i.
|
That
it would be inconsistent with a provision of the Articles of
Incorporation, these By-Laws, a resolution of the shareholders or
an
agreement in effect at the time of the accrual of the alleged cause
of the
action asserted in the proceeding in which the expenses were incurred
or
other amounts were paid, which prohibits or otherwise limits
indemnification; or
|
|
ii.
|
That
it would be inconsistent with any condition expressly imposed by
a court
in approving a settlement.
|
|
6.7.
|
Right
To Bring Suit
|
If
a
claim under this Article is not paid in full by the corporation within 365
days
after a written claim has been received by the corporation (either because
the
claim is denied or because no determination is made), the claimant may at any
time thereafter bring suit against the corporation to recover the unpaid amount
of the claim and, if successful in whole or in part, the claimant shall also
be
entitled to be paid the expenses of prosecuting such claim. The corporation
shall be entitled to raise as a defense to any such action that the claimant
has
not met the standards of conduct that make it permissible under the Code for
the
corporation to indemnify the claimant for the claim. Neither the failure of
the
corporation (including its Board of Directors, independent legal counsel, or
its
shareholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is permissible in the circumstances
because he or she has met the applicable standard of conduct, if any, nor an
actual determination by the corporation (including its Board of Directors,
independent legal counsel, or its shareholders) that the claimant has not met
the applicable standard of conduct, shall be a defense to such action or create
a presumption for the purposes of such action that the claimant has not met
the
applicable standard of conduct.
|
6.8.
|
Indemnity
Agreements
|
The
Board
of Directors is authorized to enter into a contract with any director, officer,
employee or agent of the corporation, or any person who 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, including
employee benefit plans, or any person who was a director, officer, employee
or
agent of a corporation which was a predecessor corporation of the corporation
or
of another enterprise at the request of such predecessor corporation, providing
for indemnification rights equivalent to or, if the Board of Directors so
determines and to the extent permitted by applicable law, greater than, those
provided for in this Article VI.
|
6.9.
|
Amendment,
Repeal Or Modification
|
Any
amendment, repeal or modification of any provision of this Article VI shall
not
adversely affect any right or protection of a director or agent of the
corporation existing at the time of such amendment, repeal or
modification.
|
7.
|
RECORDS
AND REPORTS
|
|
7.1.
|
Maintenance
And Inspection Of Share
Register
|
The
corporation shall keep either at its principal executive office or at the office
of its transfer agent or registrar (if either be appointed), as determined
by
resolution of the Board of Directors, a record of its shareholders listing
the
names and addresses of all shareholders and the number and class of shares
held
by each shareholder.
The
record of shareholders shall also be open to inspection and copying by any
shareholder or holder of a voting trust certificate at any time during usual
business hours upon written demand on the corporation,
for a purpose reasonably related to the holder's interests as a shareholder
or
holder of a voting trust certificate.
By-Laws
of Eagle Aero Holdings Corp. Page
of
12 of 17
A
shareholder or shareholders of the corporation holding at least [5%] in the
aggregate of the outstanding voting shares of the corporation or who hold at
least [5%] of such voting shares and have filed a Schedule [IDENTIFY] with
the
[GOVERNMENT AGENCY] relating to the election of directors, shall have an
absolute right to do either or both of the following (i) inspect and copy the
record of shareholders' names, addresses, and shareholdings during usual
business hours upon [NUMBER] days' prior written demand upon the corporation,
or
(ii) obtain from the transfer agent for the corporation, upon written demand
and
upon the tender of such transfer agent's usual charges for such list (the amount
of which charges shall be stated to the shareholder by the transfer agent upon
request), a list of the shareholders' names and addresses who are entitled
to
vote for the election of directors, and their shareholdings, as of the most
recent record date for which it has been compiled or as of a date specified
by
the shareholder subsequent to the date of demand. The list shall be made
available on or before the later of [NUMBER] business days after the demand
is
received or the date specified therein as the date as of which the list is
to be
compiled.
Any
inspection and copying under this Section 7.1 may be made in person or by an
agent or attorney of the shareholder or holder of a voting trust certificate
making the demand.
|
7.2.
|
Maintenance
And Inspection Of By-Laws
|
The
corporation shall keep at its principal executive office or, if its principal
executive office is not in the State of Delaware, at its principal business
office in Oklahoma, the original or a copy of these By-Laws as amended to date,
which shall be open to inspection by the shareholders at all reasonable times
during office hours. If the principal executive office of the corporation is
outside the State of Delaware and the corporation has no principal business
office in such state, then it shall, upon the written request of any
shareholder, furnish to such shareholder a copy of these By-Laws as amended
to
date.
|
7.3.
|
Maintenance
And Inspection Of Other Corporate
Records
|
The
accounting books and records and the minutes of proceedings of the shareholders
and the Board of Directors, and committees of the Board of Directors shall
be
kept at such place or places as are designated by the Board of Directors or,
in
absence of such designation, at the principal executive office of the
corporation. The minutes shall be kept in written form, and the accounting
books
and records shall be kept either in written form or in any other form capable
of
being converted into written form.
The
minutes and accounting books and records shall be open to inspection upon the
written demand on the corporation of any shareholder or holder of a voting
trust
certificate at any reasonable time during usual business hours, for a purpose
reasonably related to such holder's interests as a shareholder or as the holder
of a voting trust certificate. Such inspection by a shareholder or holder of
a
voting trust certificate may be made in person or by an agent or attorney and
the right of inspection includes the right to copy and make extracts. Such
rights of inspection shall extend to the records of each subsidiary corporation
of the corporation.
|
7.4.
|
Inspection
By Directors
|
Every
director shall have the absolute right at any reasonable time to inspect and
copy all books, records, and documents of every kind and to inspect the physical
properties of the corporation and each of its subsidiary corporations, domestic
or foreign. Such inspection by a director may be made in person or by an agent
or attorney and the right of inspection includes the right to copy and make
extracts.
|
7.5.
|
Annual
Report To Shareholders;
Waiver
|
The
Board
of Directors shall cause an annual report to be sent to the shareholders not
later than 120
days
after the close of the fiscal year adopted by the corporation. Such report
shall
be sent to the shareholders at least 15 (or, if sent by third-class mail, 30
days prior to the annual meeting of shareholders
to be held during the next fiscal year and in the manner specified in Section
2.5 of these By-Laws for giving notice to shareholders of the
corporation.
By-Laws
of Eagle Aero
Holdings Corp. Page
of 13
of 17
The
annual report shall contain a balance sheet as of the end of the fiscal year
and
an income statement and statement of changes in financial position for the
fiscal year, accompanied by any report thereon of independent accountants or,
if
there is no such report, the certificate of an authorized officer of the
corporation that the statements were prepared without audit from the books
and
records of the corporation.
The
foregoing requirement of an annual report shall be waived so long as the shares
of the corporation are held by fewer than 200 holders of record.
|
7.6.
|
Financial
Statements
|
If
no
annual report for the fiscal year has been sent to shareholders, then the
corporation shall, upon the written request of any shareholder made more than
150 days after the close of such fiscal year, deliver or mail to the person
making the request, within 30 days thereafter, a copy of a balance sheet as
of
the end of such fiscal year and an income statement and statement of changes
in
financial position for such fiscal year.
A
shareholder or shareholders holding at least [10%] of the outstanding shares
of
any class of the corporation may make a written request to the corporation
for
an income statement of the corporation for the three-month, six-month or
nine-month period of the current fiscal year ended more than 30 days prior
to
the date of the request and a balance sheet of the corporation as of the end
of
that period. The statements shall be delivered or mailed to the person making
the request within 30 days thereafter. A copy of the statements shall be kept
on
file in the principal office of the corporation for 60 months and it shall
be
exhibited at all reasonable times to any shareholder demanding an examination
of
the statements or a copy shall be mailed to the shareholder. If the corporation
has not sent to the shareholders its annual report for the last fiscal year,
the
statements referred to in the first paragraph of this Section 7.6 shall likewise
be delivered or mailed to the shareholder or shareholders within 30 days after
the request.
The
quarterly income statements and balance sheets referred to in this section
shall
be accompanied by the report thereon, if any, of any independent accountants
engaged by the corporation or the certificate of an authorized officer of the
corporation that the financial statements were prepared without audit from
the
books and records of the corporation.
|
7.7.
|
Representation
Of Shares Of Other
Corporations
|
The
Chairman of the Board, the Chief Executive Officer, the President, the Secretary
of this corporation, or any other person authorized by the Board of Directors
or
the Chief Executive officer or President, is authorized to vote, represent,
and
exercise on behalf of this corporation all rights incident to any and all shares
of any other corporation or corporations standing in the name of this
corporation. The authority herein granted may be exercised either by such person
directly or by any other person authorized to do so by proxy or power of
attorney duly executed by such person having the authority.
|
8.
|
GENERAL
MATTERS
|
|
8.1.
|
Record
Date For Purposes Other Than Notice And
Voting
|
For
purposes of determining the shareholders 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 lawful action (other than with
respect to notice or voting at a shareholders meeting or action by shareholders
by written consent without a meeting), the Board of Directors may fix, in
advance, a record date, which shall not be more than 60 days prior to any such
action. Only shareholders of record at the close of business on the record
date
are entitled 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, except as otherwise provided in the Articles
of Incorporation or the Code.
By-Laws
of Eagle Aero Holdings Corp. Page
of
14 of 17
If
the
Board of Directors does not so fix a record date, then the record date for
determining shareholders for any such purpose shall be at the close of business
on the day on which the Board adopts the resolution relating thereto or the
60
day prior to the date of that action, whichever is later.
|
8.2.
|
Checks;
Drafts; Evidences Of
Indebtedness
|
From
time
to time, the Board of Directors shall determine by resolution which person
or
persons may sign or endorse all checks, drafts, other orders for payment of
money, notes or other evidences of indebtedness that are issued in the name
of
or payable to the corporation, and only the persons so authorized shall sign
or
endorse those instruments.
|
8.3.
|
Corporate
Contracts And Instruments: How
Executed
|
The
Board
of Directors, except as otherwise provided in these By-Laws, may authorize
any
officer or officers, or agent or agents, to enter into any contract or execute
any instrument in the name of and on behalf of the corporation; such authority
may be general or confined to specific instances. Unless so authorized or
ratified by the Board of Directors or within the agency power of an officer,
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 for any amount.
|
8.4.
|
Certificates
For Shares
|
A
certificate or certificates for shares of the corporation shall be issued to
each shareholder when any of such shares are fully paid. The Board of Directors
may authorize the issuance of certificates for shares partly paid provided
that
these certificates shall state the total amount of the consideration to be
paid
for them and the amount actually paid. All certificates shall be signed in
the
name of the corporation by the Chairman of the Board or the Vice Chairman of
the
Board or the Chief Executive Officer or the President or the Secretary,
certifying the number of shares and the class or series of shares owned by
the
shareholder. Any or all of the signatures on the certificate may be by
facsimile.
|
8.5.
|
Lost
Certificates
|
Except
as
provided in this Section 8.5, no new certificates for shares shall be issued
to
replace a previously issued certificate unless the latter is surrendered to
the
corporation or its transfer agent or registrar and cancelled at the same time.
The Board of Directors may, in case any share certificate or certificate for
any
other security is lost, stolen or destroyed (as evidenced by a written affidavit
or affirmation of such fact), authorize the issuance of replacement certificates
on such terms and conditions as the Board may require; the Board may require
indemnification of the corporation secured by a bond or other adequate security
sufficient to protect the corporation against any claim that may be made against
it, including any expense or liability, on account of the alleged loss, theft
or
destruction of the certificate or the issuance of the replacement
certificate.
|
8.6.
|
Construction;
Definitions
|
Unless
the context requires otherwise, the general provisions, rules of construction,
and definitions in the Code shall govern the construction of these By-Laws.
Without limiting the generality of this provision, the singular number includes
the plural, the plural number includes the singular, and the term person
includes both a corporation and a natural person.
By-Laws
of Eagle Aero
Holdings Corp. Page
of
15 of 17
|
9.
|
AMENDMENTS
|
|
9.1.
|
Amendment
By Shareholders
|
New
By-Laws may be adopted or these By-Laws may be amended or repealed by the vote
or written consent of holders of a majority of the outstanding shares entitled
to vote; provided, however, that if the Articles of Incorporation of the
corporation set forth the number of authorized Directors of the corporation,
then the authorized number of Directors may be changed only by an amendment
of
the Articles of Incorporation.
|
9.2.
|
Amendment
By Directors
|
Subject
to the rights of the shareholders as provided in Section 9.1 of these By-Laws,
By-Laws, other than a By-Law or an amendment of a By-Law changing the authorized
number of directors (except to fix the authorized number of directors pursuant
to a By-Law providing for a variable number of directors), may be adopted,
amended or repealed by the Board of Directors.
|
9.3.
|
Record
Of Amendments
|
Whenever
an amendment or new By-Law is adopted, it shall be copied in the book of minutes
with the original By-Laws. If any By-Law is repealed, the fact of repeal, with
the date of the meeting at which the repeal was enacted or written consent
was
filed, shall be stated in said book.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first above written.
| Eagle Aero Holdings Corp. | Eagle Aero Holdings Corp. | ||
| Secretary | Chief Executive Officer | ||
| /s/ Xxxxxxx Xxxxxx | /s/ Xxx X. Xxxxxx | ||
|
Authorized Signature |
Authorized Signature |
||
|
Xxxxxxx
Xxxxxx
Print Name and Title |
Xxx X. Xxxxxx
Print Name and Title |
||
By-Laws
of Eagle Aero Holdings Corp. Page
of
16 of 17
EAGLE
AERO HOLDINGS CORP
0000
Xxxx
00xx
Xx.
Xxxxx, XXxx 00000
000-000-0000,
000-000-0000 fax
CERTIFICATION
OF BY-LAWS
Reference
in these By-Laws to any provision of the Delaware Corporations Code shall be
deemed to include all amendments thereof.
I,
the
undersigned, do hereby certify:
|
1.
|
That
I am the duly elected and acting Secretary of Eagle Aero Holdings
Corporation, a Delaware
corporation.
|
|
2.
|
That
the foregoing By-Laws constitute the By-Laws of said corporation
as
adopted by the Directors of said corporation by unanimous written
consent
at a duly called and held meeting of the Board of Directors on May
12,
2004.
|
|
3.
|
The
foregoing By-Laws were also adopted by the shareholders of said
corporation by unanimous written consent at a duly called and held
meeting
of the shareholders on May 12,
2004.
|
IN
WITNESS WHEREOF, I have hereunto subscribed my name this 12 of May,
2004.
SECRETARY
Xxxxxxx
Xxxxxx
Authorized
Signature
Xxxxxxx
Xxxxxx
Print
Name and Title
By-Laws
of Eagle Aero Holdings Corp. Page
of 17
of 17
