Attached files
file | filename |
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S-1 - FORM S-1 - AIR LEASE CORP | v57988orsv1.htm |
EX-3.1 - EX-3.1 - AIR LEASE CORP | v57988orexv3w1.htm |
EX-4.2 - EX-4.2 - AIR LEASE CORP | v57988orexv4w2.htm |
EX-10.1 - EX-10.1 - AIR LEASE CORP | v57988orexv10w1.htm |
EX-23.3 - EX-23.3 - AIR LEASE CORP | v57988orexv23w3.htm |
EX-10.2 - EX-10.2 - AIR LEASE CORP | v57988orexv10w2.htm |
EX-10.7 - EX-10.7 - AIR LEASE CORP | v57988orexv10w7.htm |
EX-23.1 - EX-23.1 - AIR LEASE CORP | v57988orexv23w1.htm |
EX-21.1 - EX-21.1 - AIR LEASE CORP | v57988orexv21w1.htm |
EX-10.9 - EX-10.9 - AIR LEASE CORP | v57988orexv10w9.htm |
EX-10.8 - EX-10.8 - AIR LEASE CORP | v57988orexv10w8.htm |
EX-10.6 - EX-10.6 - AIR LEASE CORP | v57988orexv10w6.htm |
EX-10.11 - EX-10.11 - AIR LEASE CORP | v57988orexv10w11.htm |
EX-10.10 - EX-10.10 - AIR LEASE CORP | v57988orexv10w10.htm |
Exhibit
3.2
AMENDED AND RESTATED BYLAWS
OF
AIR LEASE CORPORATION
(a Delaware corporation)
(a Delaware corporation)
ARTICLE I
CORPORATE OFFICES
CORPORATE OFFICES
Section 1.1 Registered Office. The registered office of the Corporation shall be fixed in
the Restated Certificate of Incorporation of the Corporation.
Section 1.2 Other Offices. The Corporation may also have an office or offices, and keep the
books and records of the Corporation, except as may otherwise be required by law, at such other
place or places, either within or without the State of Delaware, as the Board of Directors may from
time to time determine or the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
MEETINGS OF STOCKHOLDERS
Section 2.1 Annual Meeting. The annual meeting of stockholders, for the election of
directors and for the transaction of such other business as may properly come before the meeting,
shall be held at such place, if any, on such date, and at such time as may be determined by the
Board of Directors.
Section 2.2 Special Meeting. Subject to the rights of the holders of any series of
Preferred Stock, a special meeting of the stockholders may be called at any time only by the
Chairman of the Board of Directors, the Chief Executive Officer or by action of the Board of
Directors.
Section 2.3 Notice of Stockholders Meetings.
(a) Notice of the place, if any, date,
and time of all meetings of the stockholders, the record date for determining the stockholders
entitled to vote at the meeting (if such date is different from the record date for determining the
stockholders entitled to notice of the meeting) and the means of remote communications, if any, by
which stockholders and proxyholders may be deemed to be present in person and vote at such meeting,
shall be given, not less than 10 nor more than 60 days before the date on which the meeting is to
be held, to each stockholder entitled to vote at such meeting as of the record date for determining
the stockholders entitled to notice of the meeting, except as otherwise provided herein or required
by law. In the case of a special meeting, the purpose or purposes for which the meeting is called
also shall be set forth in the notice. Notice may be given personally, by mail or by electronic
transmission in accordance with Section 232 of the General Corporation Law of the State of Delaware
(the DGCL). If mailed, such
notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to
each stockholder at such stockholders address appearing on the books of the Corporation or given
by the stockholder for such purpose. Notice by electronic transmission shall be deemed given as
provided in Section 232 of the DGCL. An affidavit of the mailing or other means of giving any
notice of any stockholders meeting, executed by the Secretary, Assistant Secretary or any transfer
agent of the Corporation giving the notice, shall be prima facie evidence of the giving of such
notice or report. Notice shall be deemed to have been given to all stockholders of record who share
an address if notice is given in accordance with the householding rules set forth in Rule
14a-3(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act) and
Section 233 of the DGCL.
(b) When a meeting is adjourned to another time or place, notice need not be given of
the adjourned meeting if the place, if any, date and time thereof, and the means of remote
communications, if any, by which stockholders and proxyholders may be deemed to be present in
person and vote at such adjourned meeting are announced at the meeting at which the adjournment is
taken; provided, however, that if the date of any adjourned meeting is more than 30 days
after the date for which the meeting was originally called, a notice of the adjourned meeting shall
be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a
new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board of
Directors shall fix a new record date for notice of such adjourned meeting in accordance with
Section 7.7(a) of these Bylaws, and shall give notice of the adjourned meeting to each stockholder
of record entitled to vote at such adjourned meeting as of the record date for notice of such
adjourned meeting.
(c) Notice of any meeting of stockholders may be waived in writing, either before or
after the meeting, and to the extent permitted by law, will be waived by any stockholder by
attendance thereat, in person or by proxy, 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.
Section 2.4 Organization.
(a) Meetings of stockholders shall be presided over by the Chairman of the Board of
Directors, if any, or in his or her absence by a person designated by the Board of Directors, or in
the absence of a person so designated by the Board of Directors, by a Chairman chosen at the
meeting by the holders of a majority in voting power of the stock entitled to vote thereat, present
in person or represented by proxy. The Secretary, or in his or her absence, an Assistant Secretary,
or in the absence of the Secretary and all Assistant Secretaries, a person whom the Chairman of the
meeting shall appoint, shall act as Secretary of the meeting and keep a record of the proceedings
thereof.
(b) The Board of Directors shall be entitled to make such rules or regulations for the
conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject
to such rules and regulations of the Board of Directors, if any, the Chairman of the meeting shall
have the right and authority to prescribe such
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rules, regulations and procedures and to do all such acts as, in the judgment of such Chairman, are
necessary, appropriate or convenient for the proper conduct of the meeting, including, without
limitation, establishing an agenda or order of business for the meeting, rules and procedures for
maintaining order at the meeting and the safety of those present, limitations on participation in
the meeting to stockholders of record of the Corporation, their duly authorized and constituted
proxies and such other persons as the Chairman shall permit, restrictions on entry to the meeting
after the time fixed for the commencement thereof, limitations on the time allotted to questions or
comments by participants and regulation of the opening and closing of the polls for balloting and
matters which are to be voted on by ballot.
Section 2.5 List of Stockholders. The officer who has charge of the stock ledger shall
prepare and make, at least 10 days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the
meeting, provided, however, that if the record date for determining the stockholders
entitled to vote is less than 10 days before the date of the meeting, the list shall reflect the
stockholders entitled to vote as of the 10th day before the meeting date. Such list shall be
arranged in alphabetical order and shall show 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 at least 10 days prior to the meeting (a)
on a reasonably accessible electronic network, provided that the information required to
gain access to such list is provided with the notice of meeting or (b) during ordinary business
hours at the principal place of business of the Corporation. If the meeting is to be held at a
place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at
the time and place of the meeting during the whole time thereof and may be examined by any
stockholder who is present. If the meeting is to be held solely by means of remote communication,
then the list shall also be open to the examination of any stockholder during the whole time of the
meeting on a reasonably accessible electronic network, and the information required to access such
list shall be provided with the notice of the meeting. Except as otherwise provided by law, the
stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list
of stockholders required by this Section 2.5 or to vote in person or by proxy at any meeting of
stockholders.
Section 2.6 Quorum. At any meeting of stockholders, the holders of a majority in voting
power of all issued and outstanding stock entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum for the transaction of business; provided
that where a separate vote by a class or series is required, the holders of a majority in voting
power of all issued and outstanding stock of such class or series entitled to vote on such matter,
present in person or represented by proxy, shall constitute a quorum entitled to take action with
respect to such matter. If a quorum is not present or represented at any meeting of stockholders,
then the Chairman of the meeting or the holders of a majority in voting power of the stock entitled
to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting
from time to time in accordance with Section 2.7, without notice other than announcement at the
meeting and except as provided in Section 2.3(b), until a quorum is present or represented. If a
quorum initially is present at any meeting of stockholders, the stockholders may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
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stockholders to leave less than a quorum, but if a quorum is not present at least initially, no
business other than adjournment may be transacted.
Section 2.7 Adjourned Meeting. Any annual or special meeting of stockholders, whether or
not a quorum is present, may be adjourned for any reason from time to time by either the Chairman
of the meeting or the holders of a majority in voting power of the stock entitled to vote thereat,
present in person or represented by proxy. At any such adjourned meeting at which a quorum may be
present, any business may be transacted that might have been transacted at the meeting as
originally called.
Section 2.8 Voting.
(a) Except as otherwise provided by law or the Certificate of Incorporation, each
holder of stock of the Corporation entitled to vote at any meeting of stockholders shall be
entitled to one vote for each share of such stock held of record by such holder on all matters
submitted to a vote of stockholders of the Corporation.
(b) Except as otherwise provided by law, the Certificate of Incorporation or these
Bylaws, at each meeting of stockholders at which a quorum is present, all corporate actions to be
taken by vote of the stockholders shall be authorized by the affirmative vote of the holders of a
majority in voting power of the stock entitled to vote thereat, present in person or represented by
proxy, and where a separate vote by class or series is required, if a quorum of such class or
series is present, such act shall be authorized by the affirmative vote of the holders of a
majority in voting power of the stock of such class or series entitled to vote thereat, present in
person or represented by proxy.
Section 2.9 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, which may be in the form of a telegram, cablegram or other means of electronic transmission,
signed by the person and filed with the Secretary of the Corporation, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides for a longer period.
A proxy shall be deemed signed if the stockholders name is placed on the proxy by the stockholder
or the stockholders attorney-in-fact. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in
law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by
attending the meeting and voting in person or by filing an instrument in writing revoking the proxy
or by filing another duly executed proxy bearing a later date with the Secretary of the
Corporation. A proxy is not revoked by the death or incapacity of the maker unless, before the vote
is counted, written notice of such death or incapacity is received by the Corporation.
Section 2.10 Notice of Stockholder Business and Nominations.
(a) Annual Meeting.
(i) Nominations of persons for election to the Board of
Directors and the proposal of business other than nominations to be considered by
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the stockholders
may be made at an annual meeting of stockholders only
(A) pursuant to the Corporations notice of meeting (or any supplement thereto),
(B) by or at the direction of the Board of Directors (or any committee thereof) or
(C) by any stockholder of the Corporation who is a stockholder of record at the time
the notice provided for in this Section 2.10(a) is delivered to the Secretary of the Corporation,
who is entitled to vote at the meeting and who complies with the notice procedures set forth in
this Section 2.10(a).
(ii) For nominations or other business to be properly brought before an annual meeting by a
stockholder pursuant to clause (C) of the foregoing paragraph, the stockholder must have given
timely notice thereof in writing to the Secretary of the Corporation and such business must be a
proper subject for stockholder action. To be timely, a stockholders notice must be delivered to
the Secretary at the principal executive offices of the Corporation not later than the close of
business on the 90th day nor earlier than the close of business on the 120th day prior to the first
anniversary of the preceding years annual meeting; provided, however, that in the event
that the date of the annual meeting is more than 30 days before or more than 70 days after such
anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the
close of business on the 120th day prior to such annual meeting and not later than the close of
business on the later of the 90th day prior to such annual meeting or the 10th day following the
date on which public announcement (as defined below) of the date of such meeting is first made by
the Corporation. In no event shall the public announcement of an adjournment or postponement of an
annual meeting commence a new time period (or extend any time period) for the giving of a
stockholders notice as described above. Such stockholders notice shall set forth:
(A) as to each person whom the stockholder proposes to nominate for election or
re-election as a director (1) all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors in an election contest, or is
otherwise required, in each case pursuant to and in accordance with Regulation 14A under the
Exchange Act and (2) such persons written consent to being named in the proxy statement as a
nominee and to serving as a director if elected;
(B) as to any other business that the stockholder proposes to bring before the meeting,
a brief description of the business desired to be brought before the meeting, the text of the
proposal
or business (including the text of any resolutions proposed for consideration and in the event that
such business includes a proposal to amend the Bylaws of the Corporation, the language of the
proposed amendment), the reasons for conducting such business at the meeting and any substantial
interest (within the meaning of Item 5 of Schedule 14A under the Exchange Act) in such business of
such stockholder and the beneficial owner (within the meaning of Section 13(d) of the Exchange
Act), if any, on whose behalf the proposal is made;
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(C) as to the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination is made or the business is proposed:
(1) the name and address of such stockholder, as they appear on the Corporations
books, and the name and address of such beneficial owner,
(2) the class and number of shares of capital stock of the Corporation which are owned
of record by such stockholder and such beneficial owner as of the date of the notice, and a
representation that the stockholder will notify the Corporation in writing, within five business
days after the record date for such meeting, of the class and number of shares of capital stock of
the Corporation owned of record by the stockholder and such beneficial owner as of the record date
for the meeting (except as otherwise provided in Section 2.10(a)(iii) below), and
(3) a representation that the stockholder intends to appear in person or by proxy at
the meeting to propose such nomination or business;
(D) as to the stockholder giving the notice or, if the notice is given on behalf of a
beneficial owner on whose behalf the nomination is made or the business is proposed, as to such
beneficial owner:
(1) the class and number of shares of capital stock of the Corporation which are
beneficially owned (as defined below) by such stockholder or beneficial owner as of the date of the
notice, and a representation that the stockholder will notify the Corporation in writing, within
five business days after the record date for such meeting, of the class and number of shares of
capital stock of the Corporation beneficially owned by such stockholder or beneficial owner as of
the record date for the meeting (except as otherwise provided in Section 2.10(a)(iii) below),
(2) a description of any agreement, arrangement or understanding with respect to the
nomination or other business between or among such stockholder or beneficial owner and any other
person, including without limitation any agreements that would be required to be disclosed pursuant
to Item 5 or Item 6 of Exchange Act Schedule 13D (regardless of whether the requirement to file a
Schedule 13D is applicable to the stockholder or beneficial owner) and a representation that the
stockholder will notify the Corporation in writing, within five business days after the record date
for such meeting, of any such agreement, arrangement or
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understanding in effect as of the record date for the meeting (except as otherwise provided in
Section 2.10(a)(iii) below),
(3) a description of any agreement, arrangement or understanding (including any
derivative or short positions, profit interests, options, hedging transactions, and borrowed or
loaned shares) that has been entered into as of the date of the stockholders notice by, or on
behalf of, such stockholder or beneficial owner, the effect or intent of which is to mitigate loss,
manage risk or benefit from changes in the share price of any class of the Corporations capital
stock, or maintain, increase or decrease the voting power of the stockholder or beneficial owner
with respect to shares of stock of the Corporation, and a representation that the stockholder will
notify the Corporation in writing within five business days
after the record date for such meeting of any such agreement, arrangement or understanding in
effect as of the record date for the meeting (except as otherwise provided in Section 2.10(a)(iii)
below), and
(4) a representation whether the stockholder or the beneficial owner, if any, will
engage in a solicitation with respect to the nomination or business and, if so, the name of each
participant (as defined in Item 4 of Schedule 14A under the Exchange Act) in such solicitation and
whether such person intends or is part of a group which intends to deliver a proxy statement and/or
form of proxy to holders of at least the percentage of the Corporations outstanding capital stock
required to approve or adopt the business to be proposed (in person or by proxy) by the
stockholder.
(iii) The Corporation may require any proposed nominee to furnish such other information as may
reasonably be required by the Corporation to determine the eligibility of such proposed nominee to
serve as a director of the Corporation, including information relevant to a determination whether
such proposed nominee can be considered an independent director. Notwithstanding anything in
Section 2.10(a)(ii) above to the contrary, if the record date for determining the stockholders
entitled to vote at any meeting of stockholders is different from the record date for determining
the stockholders entitled to notice of the meeting, a stockholders notice required by this Section
2.10(a) shall set forth a representation that the stockholder will notify the Corporation in
writing within five business days after the record date for determining the stockholders entitled
to vote at the meeting, or by the opening of business on the date of the meeting (whichever is
earlier), of the information required under clauses (a)(ii)(C)(2) and (a)(ii)(D)(1)-(3) of this
Section 2.10, and such information when provided to the Corporation shall be current as of the
record date for determining the stockholders entitled to vote at the meeting.
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(iv) This Section 2.10(a) shall not apply to a proposal or nomination proposed to be
made by a stockholder if the stockholder has notified the Corporation of his or her intention to
present the proposal or nomination at an annual or special meeting only pursuant to and in
compliance with Rule 14a-8 under the Exchange Act or any other rule promulgated under Section 14 of
the Exchange Act and such proposal or nominee has been included in a proxy statement that has been
prepared by the Corporation to solicit proxies for such meeting.
(v) Notwithstanding anything in this Section 2.10(a) to the contrary, in the event that
the number of directors to be elected to the Board of Directors at an annual meeting is increased
and there is no public announcement naming all of the nominees for directors or specifying the size
of the increased Board of Directors made by the Corporation at least 90 days prior to the first
anniversary of the preceding years annual meeting, a stockholders notice required by this Section
2.10(a) 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 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 Meeting. Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the Corporations notice of
meeting. Nominations of persons for election to the Board of Directors may be made at a special
meeting of stockholders at which directors are to be elected pursuant to the Corporations notice
of meeting (i) by or at the direction of the Board of Directors (or any committee thereof) or (ii)
provided that the Board of Directors 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 the
notice provided for in this Section 2.10(b) is delivered to the Secretary of the Corporation, who
is entitled to vote at the meeting and upon such election and who complies with the notice
procedures set forth in this Section 2.10. In the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more directors to the Board of Directors, any such
stockholder entitled to vote in such election of directors may nominate a person or persons (as the
case may be) for election to such position(s) as specified in the Corporations notice of meeting,
if the notice required by paragraph (a)(ii) of this Section 2.10 shall be delivered to the
Secretary at the principal executive offices of the Corporation not earlier than the close of
business on the 120th day prior to such special meeting and not later than the close of business on
the later of 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 of Directors to be elected at such meeting. In no event shall the public announcement
of an adjournment or postponement of a special meeting commence a new time period (or extend any
time period) for the giving of a stockholders notice as described above.
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(c) General.
(i) Except as otherwise provided by law, only such persons who are nominated in
accordance with the procedures set forth in this Section 2.10 shall be eligible to be elected at
any meeting of stockholders of the Corporation 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 Section 2.10. The Chairman of the Board of
Directors shall have the power and duty to determine whether a nomination or any business proposed
to be brought before the meeting was made or proposed, as the case may be, in accordance with the
procedures set forth in this Section 2.10 (including whether the stockholder or beneficial owner,
if any, on whose behalf the nomination or proposal is made solicited (or is part of a group which
solicited) or did not so solicit, as the case may be, proxies in compliance with such stockholders
representation as required by clause (a)(ii)(D)(4) of this Section 2.10). If any proposed
nomination or business was not made or proposed in compliance with this Section 2.10, then except
as otherwise provided by law, the Chairman of the meeting shall have the power and duty to declare
that such nomination shall be disregarded or that such proposed business shall not be transacted.
Notwithstanding the foregoing provisions of this Section 2.10, unless otherwise required by law, if
the stockholder does not provide the information required under clauses (a)(ii)(C)(2) and
(a)(ii)(D)(1)-(3) of this Section 2.10 to the
Corporation within the times frames specified herein, or if the stockholder (or a qualified
representative of the stockholder) does not appear at the annual or special meeting of stockholders
of the Corporation to present a nomination or proposed business, such nomination shall be
disregarded and such proposed business shall not be transacted, notwithstanding that proxies in
respect of such vote may have been received by the Corporation. For purposes of this Section 2.10,
to be considered a qualified representative of the stockholder, a person must be a duly authorized
officer, manager or partner of such stockholder or authorized by a writing executed by such
stockholder (or a reliable reproduction or electronic transmission of the writing) delivered to the
Corporation prior to the making of such nomination or proposal at such meeting by such stockholder
stating that such person is authorized to act for such stockholder as proxy at the meeting of
stockholders.
(ii) For purposes of this Section 2.10, a public announcement shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated Press or a
comparable national news service or in a document publicly filed by the Corporation with the
Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act. For
purposes of clause (a)(ii)(D)(1) of this Section 2.10, shares shall be treated as beneficially
owned by a person if the person beneficially owns such shares, directly or indirectly, for
purposes of Section 13(d) of the Exchange Act and Regulations 13D and 13G thereunder or has or
shares pursuant to any agreement, arrangement or understanding (whether or not in writing): (A) the
right to acquire such shares (whether such right is exercisable immediately or only after the
passage of time or the fulfillment of a condition or both), (B) the right to vote such shares,
alone or in concert with others and/or
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(C) investment power with respect to such shares, including the power to dispose of, or to direct
the disposition of, such shares.
(iii) Nothing in this Section 2.10 shall be deemed to affect any rights of the holders of any
series of Preferred Stock to elect directors pursuant to any applicable provisions of the
Certificate of Incorporation.
Section 2.11 No Action by Written Consent. Subject to the rights of the holders of any
series of Preferred Stock, any action required or permitted to be taken by the stockholders of the
Corporation must be effected at a duly held meeting of stockholders of the Corporation at which a
quorum is present or represented, and may not be effected by any consent in writing by such
stockholders.
Section 2.12 Inspectors of Election. Before any meeting of stockholders, the Board of
Directors shall appoint one or more inspectors of election to act at the meeting or its
adjournment. If any person appointed as inspector fails to appear or fails or refuses to act, then
the Chairman of the meeting may, and upon the request of any stockholder or a stockholders proxy
shall, appoint a person to fill that vacancy. Inspectors need not be stockholders. No director or
nominee for the office of director shall be appointed such an inspector.
Such inspectors shall:
(a) determine the number of shares outstanding and the voting power of each, the number
of shares represented at the meeting, the existence of a quorum, and the authenticity, validity,
and effect of proxies;
(b) receive votes, ballots or consents;
(c) hear and determine all challenges and questions in any way arising in connection
with the right to vote;
(d) count and tabulate all votes or consents;
(e) determine when the polls shall close;
(f) determine the result; and
(g) do any other acts that may be proper to conduct the election or vote with fairness
to all stockholders.
The inspectors of election shall perform their duties impartially, in good faith, to the best of
their ability and as expeditiously as is practical. Any report or certificate made by the
inspectors of election shall be prima facie evidence of the facts stated therein.
Section 2.13 Meetings by Remote Communications. The Board of Directors may, in its sole
discretion, determine that a meeting of stockholders shall not be held at any place, but may
instead be held solely by means of remote communication in accordance
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with Section 211(a)(2) of the DGCL. If authorized by the Board of Directors in its sole discretion,
and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and
proxyholders not physically present at a meeting of stockholders may, by means of remote
communication (a) participate in a meeting of stockholders and (b) be deemed present in person and
vote at a meeting of stockholders whether such meeting is to be held at a designated place or
solely by means of remote communication, provided that (i) the Corporation shall implement
reasonable measures to verify that each person deemed present and permitted to vote at the meeting
by means of remote communication is a stockholder or proxyholder; (ii) the Corporation shall
implement reasonable measures to provide such stockholders and proxyholders a reasonable
opportunity to participate in the meeting and to vote on matters submitted to the stockholders,
including an opportunity to read or hear the proceedings of the meeting substantially concurrently
with such proceedings; and (iii) if any stockholder or proxyholder votes or takes other action at
the meeting by means of remote communication, a record of such vote or other action shall be
maintained by the Corporation.
ARTICLE III
DIRECTORS
DIRECTORS
Section 3.1 Powers. Subject to the provisions of the DGCL and to any limitations in the
Certificate of Incorporation or these Bylaws relating to action required to be approved by the
stockholders, the business and affairs of the Corporation shall be managed and shall be exercised
by or under the direction of the Board of Directors. In addition to the powers and authorities
these Bylaws expressly confer upon them, the Board of Directors may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by law, the Certificate of
Incorporation or these Bylaws required to be exercised or done by the stockholders.
Section 3.2 Number, Term of Office and Election.
(a) The Board of Directors shall consist of such number of directors as determined from time to
time by resolution of the Board of Directors. With the exception of the first Board of Directors,
which shall be elected by the incorporator, and except as provided in Section 3.2(b) and Section
3.3, directors shall be elected by a majority of the shares present and entitled to vote at the
stockholders annual meeting in each year. Directors need not be stockholders unless so required by
the Certificate of Incorporation or these Bylaws, wherein other qualifications for directors may be
prescribed.
(b) A nominee for directors shall be elected to the Board of Directors if the votes cast
for such nominees election exceed the votes cast against such nominees election;
provided,
however, that directors shall be elected by a plurality of the votes cast at any
meeting of stockholders for which (i) the Secretary of the Corporation receives notices that a
stockholder has nominated a person for election to the Board of Directors in compliance with the
advance notice requirements for stockholder nominees set forth in Section 2.10(a)(ii) of these
Bylaws and (ii) such nomination has not been withdrawn by such stockholder on or prior to the day
next preceding the date the Corporation first mails
11
its notice of meeting for such meeting to the stockholders. If directors are to be elected by
a plurality of the votes cast, stockholders shall not be permitted to vote against a nominee.
Section 3.3 Vacancies. Subject to the rights of the holders of any one or more series of
Preferred Stock then outstanding, newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from office or other cause shall, unless
otherwise provided by law or by resolution of the Board of Directors, be filled solely by the
affirmative vote of a majority of the remaining directors then in office, though less than a
quorum, and directors so chosen shall hold office until the expiration of the term of office of the
director whom he or she has replaced or until his or her successor shall be elected and qualified.
No decrease in the authorized number of directors shall shorten the term of any incumbent director.
Section 3.4 Resignations and Removal. Any director may resign at any time upon notice given
in writing or by electronic transmission to the Board of Directors, the Chairman of the Board of
Directors or the Secretary. Such resignation shall take effect at the time specified in such notice
or, if the time be not specified, upon receipt thereof by the Board of Directors, the Chairman of
the Board of Directors or the Secretary, as the case may be. Unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective. Unless otherwise
restricted by law, any director or the entire Board of Directors may be removed, with or without
cause, by the holders of 662/3% of the voting power of all issued and
outstanding stock entitled to vote at an election of directors; except that the affirmative vote of
the holders of only a majority of the voting power of all issued and outstanding Common Stock shall
be required to remove a director or directors if such vote occurs at a special meeting of the
stockholders called specifically to consider the removal of members of the board of directors in
connection with the express remedies provided under that certain Registration Rights Agreement,
dated on or about June 4, 2010, between FBR Capital Markets & Co. and the Corporation.
Section 3.5 Regular Meetings. Regular meetings of the Board of Directors shall be held at
such place or places, on such date or dates and at such time or times, as shall have been
established by the Board of Directors and publicized among all directors; provided that no
fewer than one regular meeting per year shall be held. A notice of each regular meeting shall not
be required.
Section 3.6 Special Meetings. Special meetings of the Board of Directors for any purpose or
purposes may be called at any time by the Chairman of the Board of Directors, the Chief Executive
Officer or a majority of the Board of Directors then in office. The person or persons authorized to
call special meetings of the Board of Directors may fix the place and time of such meetings. Notice
of each such meeting shall be given to each director, if by mail, addressed to such director as his
or her residence or usual place of business, at least five days before the day on which such
meeting is to be held, or shall be sent to such director at such place by telecopy, telegraph,
electronic transmission or other form of recorded communication, or be delivered personally or by
telephone, in each case at least 24 hours prior to the time set for such meeting. Notice of any
meeting need not be given to director who shall, either before or after the meeting, submit a
waiver of
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such notice or who shall attend such meeting without protesting, prior to or at its commencement,
the lack of notice to such director. A notice of special meeting need not state the purpose of such
meeting, and, unless indicated in the notice thereof, any and all business may be transacted at a
special meeting.
Section 3.7 Participation in Meetings by Conference Telephone. Members of the Board of
Directors, or of any committee thereof, may participate in a meeting of such Board of Directors or
committee by means of conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation shall constitute
presence in person at such meeting.
Section 3.8 Quorum. Except as otherwise provided by law, the Certificate of Incorporation
or these Bylaws, a majority of the authorized number of directors shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors, and the vote of a majority of the
directors present at a duly held meeting at which a quorum is present shall be regarded as the act
of the Board of Directors. The Chairman of the meeting
or a majority of the directors present may adjourn the meeting to another time and place whether or
not a quorum is present. At any adjourned meeting at which a quorum is present, any business may be
transacted which might have been transacted at the meeting as originally called. If a quorum
initially is present at any meeting of directors, the directors may continue to transact business,
notwithstanding the withdrawal of enough directors to leave less than a quorum, upon resolution of
at least a majority of the required quorum for that meeting prior to the loss of such quorum.
Section 3.9 Board of Directors 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,
provided that all members of the Board of Directors consent in writing or by electronic
transmission to such action, and the writing or writings or electronic transmission or
transmissions are filed with the minutes or proceedings of the Board of Directors. Such filing
shall be in paper form if the minutes are maintained in paper form and shall be in electronic form
if the minutes are maintained in electronic form. Such action by written consent shall have the
same force and effect as a unanimous vote of the Board of Directors.
Section 3.10 Chairman of the Board. The Chairman of the Board shall preside at meetings of
stockholders and directors and shall perform such other duties as the Board of Directors may from
time to time determine. If the Chairman of the Board is not present at a meeting of the Board of
Directors, another director chosen by the Board of Directors shall preside.
Section 3.11 Rules and Regulations. The Board of Directors shall adopt such rules and
regulations not inconsistent with the provisions of law, the Certificate of Incorporation or these
Bylaws for the conduct of its meetings and management of the affairs of the Corporation as the
Board of Directors shall deem proper.
Section 3.12 Fees and Compensation of Directors. Directors and members of committees may
receive such compensation, if any, for their services and such
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reimbursement of expenses as may be fixed or determined by resolution of the Board of Directors.
Section 3.13 Emergency Bylaws. In the event of any emergency, disaster or catastrophe, as
referred to in Section 110 of the DGCL, or other similar emergency condition, as a result of which
a quorum of the Board of Directors or a standing committee of the Board of Directors cannot readily
be convened for action, then the director or directors in attendance at the meeting shall
constitute a quorum. Such director or directors in attendance may further take action to appoint
one or more of themselves or other directors to membership on any standing or temporary committees
of the Board of Directors as they shall deem necessary and appropriate.
ARTICLE IV
COMMITTEES
COMMITTEES
Section 4.1 Committees of the Board of Directors. The Board of Directors may, by
resolution, designate one or more committees, including but not limited to an Executive Committee
and an Audit Committee, each such committee to consist of one or more of the directors of the
Corporation. The Board of Directors may designate one or more directors as alternate members of any
committee to replace any absent or disqualified member at any meeting of the committee. In the
absence or disqualification of a member of a committee, the member or members present at any
meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member. Any such committee, to the extent provided in the
resolution of the Board of Directors establishing such committee, shall have and may exercise all
the powers and authority of the Board of Directors in the management of the business and affairs of
the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which
may require it; but no such committee shall have the power or authority in reference to the
following matters: (a) approving or adopting, or recommending to the stockholders, any action or
matter (other than the election or removal of directors) expressly required by the DGCL to be
submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of
the Corporation. All committees of the Board of Directors shall keep minutes of their meetings and
shall report their proceedings to the Board of Directors when requested or required by the Board of
Directors.
Section 4.2 Meetings and Action of Committees. Any committee of the Board of Directors may
adopt such rules and regulations not inconsistent with the provisions of law, the Certificate of
Incorporation or these Bylaws for the conduct of its meetings as such committee may deem proper.
ARTICLE V
OFFICERS
OFFICERS
Section 5.1 Officers. The officers of the Corporation shall consist of a Chief Executive
Officer, a Chief Financial Officer, a President, one or more Executive Vice Presidents, Senior Vice
Presents, or Vice Presidents, a Secretary, a Treasurer and such
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other officers as the Board of Directors may from time to time determine, each of whom shall be
elected by the Board of Directors, each to have such authority, functions or duties as set forth in
these Bylaws or as determined by the Board of Directors. Each officer shall be chosen by the Board
of Directors and shall hold office for such term as may be prescribed by the Board of Directors and
until such persons successor shall have been duly chosen and qualified, or until such persons
earlier death, disqualification, resignation or removal. Any two of such offices may be held by the
same person; provided, however, that no officer shall execute, acknowledge or verify any
instrument in more than one capacity if such instrument is required by law, the Certificate of
Incorporation or these Bylaws to be executed, acknowledged or verified by two or more officers.
Section 5.2 Compensation. The salaries of the officers of the Corporation and the manner
and time of the payment of such salaries shall be fixed and determined by the Board of Directors
and may be altered by the Board of Directors from time to time as it deems appropriate, subject to
the rights, if any, of such officers under any contract of employment.
Section 5.3 Removal, Resignation and Vacancies. Any officer of the Corporation may be
removed, with or without cause, by the Board of Directors, without prejudice to the rights, if any,
of such officer under any contract to which it is a party. Any officer may resign at any time upon
written notice to the Corporation, without prejudice to the rights, if any, of the Corporation
under any contract to which such officer is a party. If any vacancy occurs in any office of the
Corporation, the Board of Directors may elect a successor to fill such vacancy for the remainder of
the unexpired term and until a successor shall have been duly chosen and qualified.
Section 5.4 Chief Executive Officer. The Chief Executive Officer shall have general
supervision and direction of the business and affairs of the Corporation, shall be responsible for
corporate policy and strategy, and shall report directly to the Board of Directors. Unless
otherwise provided in these Bylaws, all other officers of the Corporation shall report directly to
the Chief Executive Officer or as otherwise determined by the Chief Executive Officer. The Chief
Executive Officer shall, if present and in the absence of the Chairman of the Board of Directors,
preside at meetings of the stockholders and of the Board of Directors.
Section 5.5 President. The President shall be the Chief Operating Officer of the
Corporation, with general responsibility for the management and control of the operations of the
Corporation. The President shall have the power to affix the signature of the Corporation to all
contracts that have been authorized by the Board of Directors. The President shall, when requested,
counsel with and advise the other officers of the Corporation and shall perform such other duties
as such officer may agree with the Board of Directors.
Section 5.6 Chief Financial Officer. The Chief Financial Officer shall exercise all the
powers and perform the duties of the office of the chief financial officer and in general have
overall supervision of the financial operations of the Corporation. The Chief Financial Officer
shall, when requested, counsel with and advise the other officers of the
15
Corporation and shall perform such other duties as the Board of Directors may from time to time
determine.
Section 5.7 Executive Vice Presidents, Senior Vice Presidents and Vice Presidents. The
Executive Vice President, Senior Vice President and/or the Vice President shall have such powers
and duties as shall be prescribed by his or her superior officer or the Chief Executive Officer.
The Executive Vice President, Senior Vice President and/or the Vice President shall, when
requested, counsel with and advise the other officers of the Corporation and shall perform such
other duties as such officer may agree with the Chief Executive Officer or as the Board of
Directors may from time to time determine.
Section 5.8 Treasurer. The Treasurer shall supervise and be responsible for all the funds
and securities of the Corporation, the deposit of all moneys and other valuables to the credit of
the Corporation in depositories of the Corporation, borrowings and compliance with the provisions
of all indentures, agreements and instruments governing such borrowings to which the Corporation is
a party, the disbursement of funds of the Corporation and the investment of its funds, and in
general shall perform all of the duties incident to the office of the Treasurer. The Treasurer
shall, when requested, counsel with and advise the other officers of the Corporation and shall
perform such other duties as such officer may agree with the Chief Executive Officer or as the
Board of Directors may from time to time determine.
Section 5.9 Controller. The Controller shall be the Chief Accounting Officer of the
Corporation. The Controller shall, when requested, counsel with and advise the other officers of
the Corporation and shall perform such other duties as such officer may agree with the Chief
Executive Officer, or the President, or as the Board of Directors may from time to time determine.
Section 5.10 Secretary. The powers and duties of the Secretary are: (i) to act as Secretary
at all meetings of the Board of Directors, of the committees of the Board of Directors and of the
stockholders and to record the proceedings of such meetings in a book or books to be kept for that
purpose; (ii) to see that all notices required to be given by the Corporation are duly given and
served; (iii) to act as custodian of the seal of the Corporation and affix the seal or cause it to
be affixed to all certificates of stock of the Corporation and to all documents, the execution of
which on behalf of the Corporation under its seal is duly authorized in accordance with the
provisions of these Bylaws; (iv) to have charge of the books, records and papers of the Corporation
and see that the reports, statements and other documents required by law to be kept and filed are
properly kept and filed; and (v) to perform all of the duties incident to the office of Secretary.
The Secretary shall, when requested, counsel with and advise the other officers of the Corporation
and shall perform such other duties as such officer may agree with the Chief Executive Officer or
as the Board of Directors may from time to time determine.
Section 5.11 Additional Matters. The Chief Executive Officer and the President of the
Corporation shall have the authority to designate employees of the Corporation to have the title of
Executive Vice President, Senior Vice President, Vice President, Assistant Vice President,
Assistant Treasurer or Assistant Secretary. Any employee so designated
16
shall have the powers and duties determined by the officer making such designation. The persons
upon whom such titles are conferred shall not be deemed officers of the Corporation unless elected
by the Board of Directors.
Section 5.12 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, bonds, debentures or other evidences of
indebtedness that are issued in the name of or payable by the Corporation, and only the persons so
authorized shall sign or endorse such instruments.
Section 5.13 Corporate Contracts and Instruments; How Executed. Except as otherwise
provided in these Bylaws, the Board of Directors 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.
Section 5.14 Action with Respect to Securities of Other Corporations. The Chief Executive
Officer or any other officer of the Corporation authorized by the Board of Directors or the Chief
Executive Officer is authorized to vote, represent, and exercise on behalf of the Corporation all
rights incident to any and all shares of any other corporation or corporations standing in the name
of the 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 the person
having such authority.
ARTICLE VI
INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
Section 6.1 Right to Indemnification.
Each person who was or is a party or is threatened to be made a party to, or was or is otherwise
involved in, any action, suit, arbitration, alternative dispute mechanism, inquiry, judicial,
administrative or legislative hearing, investigation or any other threatened, pending or completed
proceeding, whether brought by or in the right of the Corporation or otherwise, including any and
all appeals, whether of a civil, criminal, administrative, legislative, investigative or other
nature (hereinafter a proceeding), by reason of the fact that he or she is or was a
director or an officer of the Corporation or, while a director, officer, employee, agent, or
trustee of the Corporation, is or was serving at the request of the Corporation as a director,
officer, employee, agent or trustee of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to an employee benefit plan (hereinafter
an indemnitee), or by reason of anything done or not done by him or her in any such
capacity, shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by the DGCL, as the same exists or may hereafter be amended, against all expense,
liability and loss (including attorneys fees, judgments, fines, Employee Retirement Income
Security Act of 1974, as amended (ERISA) excise taxes or penalties and amounts paid in
settlement by or on behalf of the indemnitee) actually and reasonably
17
incurred by such indemnitee in connection therewith; provided, however, that, except as
otherwise required by law or provided in Section 6.3 with respect to proceedings to enforce rights
under this Article VI, the Corporation shall indemnify any such indemnitee in connection with a
proceeding, or part thereof, initiated by such indemnitee (including claims and counterclaims,
whether such counterclaims are asserted by (i) such indemnitee, or (ii) the Corporation in a
proceeding initiated by such indemnitee) only if such proceeding, or part thereof, was authorized
or ratified by the Board of Directors.
Section 6.2 Right to Advancement of Expenses. In addition to the right to indemnification
conferred in Section 6.1, an indemnitee shall, to the fullest extent not prohibited by law, also
have the right to be paid by the Corporation the expenses (including attorneys fees) incurred in
defending any proceeding with respect to which indemnification is required under Section 6.1 in
advance of its final disposition (hereinafter an advancement of expenses); provided,,
however, that an advancement of expenses shall be made only upon delivery to the Corporation of
an undertaking (hereinafter an undertaking), by or on behalf of such indemnitee, to repay
all amounts so advanced if it shall ultimately be determined by final judicial decision of a court
of competent jurisdiction from which there is no further right to appeal (hereinafter a final
adjudication) that such indemnitee is not entitled to be indemnified for such expenses under
this Section 6.2 or otherwise.
Section 6.3 Right of Indemnitee to Bring Suit. If a request for indemnification under
Section 6.1 is not paid in full by the Corporation within 60 days, or if a request for an
advancement of expenses under Section 6.2 is not paid in full by the Corporation within 20 days,
after a written request has been received by the Corporation, the indemnitee may at any time
thereafter bring suit against the Corporation in a court of competent jurisdiction in the State of
Delaware seeking an adjudication of entitlement to such indemnification or advancement of expenses.
If successful in whole or in part in any such suit, or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the
indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit to
the fullest extent permitted by law. In any suit brought by the indemnitee to enforce a right to
indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that the indemnitee has not met any applicable
standard of conduct for indemnification set forth in the DGCL. Further, in any suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the
Corporation shall be entitled to recover such expenses upon a final adjudication that the
indemnitee has not met any applicable standard of conduct for indemnification set forth in the
DGCL. Neither the failure of the Corporation (including its directors who are not parties to such
action, a committee of such directors, independent legal counsel, or its stockholders) to have made
a determination prior to the commencement of such suit that indemnification of the indemnitee is
proper in the circumstances because the indemnitee has met the applicable standard of conduct set
forth in the DGCL, nor an actual determination by the Corporation (including its directors who are
not parties to such action, a committee of such directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a
presumption that the indemnitee has not met the applicable standard of conduct or, in the case of
such a
18
suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the
burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of
expenses, under this Article VI or otherwise shall be on the Corporation.
Section 6.4 Non-Exclusivity of Rights. The rights to indemnification and to the advancement
of expenses conferred in this Article VI shall not be exclusive of any other right which any person
may have or hereafter acquire under any law, agreement, vote of stockholders or directors,
provisions of the Certificate of Incorporation or these Bylaws or otherwise.
Section 6.5 Insurance. The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against any expense, liability or loss,
whether or not the Corporation would have the power to indemnify such person against such expense,
liability or loss under the DGCL.
Section 6.6 Indemnification of Employees and Agents of the Corporation. The Corporation
may, to the extent authorized from time to time, grant rights to indemnification and to the
advancement of expenses to any employee or agent of the Corporation to the fullest extent of the
provisions of this Article VI with respect to the indemnification and advancement of expenses of
directors and officers of the Corporation.
Section 6.7 Nature of Rights. The rights conferred upon indemnitees in this Article VI
shall be contract rights that shall vest at the time an individual becomes a director or officer of
the Corporation and such rights shall continue as to an indemnitee who has ceased to be a director,
officer or trustee and shall inure to the benefit of the indemnitees heirs, executors and
administrators. Any amendment, alteration or repeal of this Article VI that adversely affects any
right of an indemnitee or its successors shall be prospective only and shall not limit or eliminate
any such right with respect to any proceeding involving any occurrence or alleged occurrence of any
action or omission to act that took place prior to such amendment, alteration or repeal.
Section 6.8 Settlement of Claims. The Corporation shall not be liable to indemnify any
indemnitee under this Article VI for any amounts paid in settlement of any proceeding effected
without the Corporations written consent, which consent shall not be unreasonably withheld, or for
any judicial award if the Corporation was not given a reasonable and timely opportunity, at its
expense, to participate in the defense of such proceeding.
Section 6.9 Subrogation. In the event of payment under this Article VI, the
Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of
the indemnitee, who shall execute all papers required and shall do everything that may be necessary
to secure such rights, including the execution of such documents necessary to enable the
Corporation effectively to bring suit to enforce such rights.
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Section 6.10 Severability. If any provision or provisions of this Article VI shall be
held to be invalid, illegal or unenforceable for any reason whatsoever, (a) the validity, legality
and enforceability of the remaining provisions of this Article VI (including, without limitation,
all portions of any paragraph of this Article VI containing any such provision held to be invalid,
illegal or unenforceable, that are not by themselves invalid, illegal or unenforceable) shall not
in any way be affected or impaired thereby, and (b) to the fullest extent possible, the provisions
of this Article VI (including, without limitation, all portions of any paragraph of this Article VI
containing any such provision held to be invalid, illegal or unenforceable, that are not themselves
invalid, illegal or unenforceable) shall be construed so as to give effect to the intent of the
parties that the Corporation provide protection to the indemnitee to the fullest enforceable
extent.
ARTICLE VII
CAPITAL STOCK
CAPITAL STOCK
Section 7.1 Certificates of Stock. The shares of the Corporation shall be represented
by certificates, provided that the Board of Directors may provide by resolution or
resolutions that some or all of any or all classes or series of stock shall be uncertificated
shares. Any such resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the Corporation. Every holder of stock represented by certificates
shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman
or Vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by
the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the
Corporation certifying the number of shares owned by such holder in the Corporation. Any or all
such signatures may be facsimiles. In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate has ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued by the Corporation
with the same effect as if such person were such officer, transfer agent or registrar at the date
of issue.
Section 7.2 Special Designation on Certificates. If the Corporation is authorized to
issue more than one class of stock or more than one series of any class, then the powers, the
designations, the preferences, and the relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face or back of the
certificate that the Corporation shall issue to represent such class or series of stock;
provided, however, that, except as otherwise provided in Section 202 of the DGCL, in lieu
of the foregoing requirements there may be set forth on the face or back of the certificate that
the Corporation shall issue to represent such class or series of stock a statement that the
Corporation will furnish without charge to each stockholder who so requests the powers, the
designations, the preferences, and the relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights. Within a reasonable time after the issuance or transfer of
uncertificated stock, the Corporation shall send to the registered owner thereof a written notice
containing the information required to be set forth or stated on certificates pursuant to this
Section 7.2 or Section 156, 202(a) or 218(a) of the DGCL or with respect to this Section 7.2 a
statement that the Corporation
20
will furnish without charge to each stockholder who so requests the powers, the designations, the
preferences, and the relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of such preferences
and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the
holders of uncertificated stock and the rights and obligations of the holders of certificates
representing stock of the same class and series shall be identical.
Section 7.3 Transfers of Stock. Transfers of shares of stock of the Corporation shall
be made only on the books of the Corporation upon authorization by the registered holder thereof or
by such holders attorney thereunto authorized by a power of attorney duly executed and filed with
the Secretary or a transfer agent for such stock, and if such shares are represented by a
certificate, upon surrender of the certificate or certificates for such shares properly endorsed or
accompanied by a duly executed stock transfer power and the payment of any taxes thereon;
provided, however, that the Corporation shall be entitled to recognize and enforce any
lawful restriction on transfer.
Section 7.4 Lost Certificates. The Corporation may issue a new share certificate or
new certificate for any other security in the place of any certificate theretofore issued by it,
alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the
lost, stolen or destroyed certificate or the owners legal representative to give the Corporation a
bond (or other adequate security) sufficient to indemnify it against any claim that may be made
against it (including any expense or liability) on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new certificate. The Board of Directors
may adopt such other provisions and restrictions with reference to lost certificates, not
inconsistent with applicable law, as it shall in its discretion deem appropriate.
Section 7.5 Addresses of Stockholders. Each stockholder shall designate to the
Secretary an address at which notices of meetings and all other corporate notices may be served or
mailed to such stockholder and, if any stockholder shall fail to so designate such an address,
corporate notices may be served upon such stockholder by mail directed to the mailing address, if
any, as the same appears in the stock ledger of the Corporation or at the last known mailing
address of such stockholder.
Section 7.6 Registered Stockholders. The Corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise provided by law.
Section 7.7 Record Date for Determining Stockholders.
(a) In order that the Corporation may determine the stockholders entitled to notice of any
meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date,
which record date shall not precede the date upon which the resolution fixing the record date is
adopted by the Board of Directors, and which record
21
date shall, unless otherwise required by law, not be more than 60 nor less than 10 days before the
date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record
date for determining the stockholders entitled to vote at such meeting unless the Board of
Directors determines, at the time it fixes such record date, that a later date on or before the
date of the meeting shall be the date for making such determination. If no record date is fixed by
the Board of Directors, the record date for determining stockholders entitled to notice of and to
vote at a meeting of stockholders shall be at the close of business on the day next preceding the
day on which notice is given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for determination
of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the
record date for stockholders entitled to notice of such adjourned meeting the same or an earlier
date as that fixed for determination of stockholders entitled to vote in accordance herewith at the
adjourned meeting.
(b) In order that the Corporation may determine the stockholders 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 change, conversion or exchange of stock or for the purpose of any other
lawful action, the Board of Directors may fix a record date, which shall not be more than 60 days
prior to such other action. If no such record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day on which the Board
of Directors adopts the resolution relating thereto.
Section 7.8 Regulations. The Board of Directors may make such additional rules and
regulations as it may deem expedient concerning the issue, transfer and registration of shares of
stock of the Corporation.
ARTICLE VIII
GENERAL MATTERS
GENERAL MATTERS
Section 8.1 Fiscal Year. The fiscal year of the Corporation shall begin on the first
day of January of each year and end on the last day of December of the same year, or such other 12
consecutive months as the Board of Directors may designate.
Section 8.2 Corporate Seal. The Board of Directors may provide a suitable seal,
containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and
when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be
kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.
Section 8.3 Maintenance and Inspection of Records. The Corporation shall, either at its
principal executive office or at such place or places as designated by the Board of Directors, keep
a record of its stockholders listing their names and addresses and the
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number and class of shares held by each stockholder, a copy of these Bylaws as amended to date,
accounting books and other records.
Section 8.4 Reliance Upon Books, Reports and Records. Each director and each member of
any committee designated by the Board of Directors shall, in the performance of his or her duties,
be fully protected in relying in good faith upon the books of account or other records of the
Corporation and upon such information, opinions, reports or statements presented to the Corporation
by any of its officers or employees, or committees of the Board of Directors so designated, or by
any other person as to matters which such director or committee member reasonably believes are
within such other persons professional or expert competence and who has been selected with
reasonable care by or on behalf of the Corporation.
Section 8.5 Subject to Law and Certificate of Incorporation. All powers, duties and
responsibilities provided for in these Bylaws, whether or not explicitly so qualified, are
qualified by the Certificate of Incorporation and applicable law.
ARTICLE IX
AMENDMENTS
AMENDMENTS
Section 9.1 Amendments. In furtherance and not in limitation of the powers conferred
by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt,
amend or repeal these Bylaws. In addition to any requirements of law and any other provision of
these Bylaws or the Certificate of Incorporation, and notwithstanding any other provision of these
Bylaws, the Certificate of Incorporation or any provision of law which might otherwise permit a
lesser vote or no vote, the affirmative vote of the holders of at least
662/3% in voting power of the issued and outstanding stock entitled to vote
generally in the election of directors, voting together as a single class, shall be required for
the stockholders to amend or repeal, or adopt any provision inconsistent with, any provision of
these Bylaws.
The foregoing Bylaws were adopted by the Board of Directors on April 29, 2010, and are
effective as of June 4, 2010.
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CERTIFICATE OF SECRETARY
I, the undersigned, hereby certify:
1. | That I am the duly elected, qualified and acting Secretary of Air Lease Corporation. | |
2. | That the foregoing Bylaws of said corporation were duly adopted as the Bylaws thereof by action of the Board of Directors of said corporation on April 29, 2010, and are effective as of June 4, 2010, and that the same do now constitute the Bylaws of said corporation. |
Executed this 4th day of June, 2010.
/s/ Grant Levy | ||||
Grant Levy | ||||
Secretary | ||||