AIR » Topics » OFFICERS

This excerpt taken from the AIR 8-K filed Jul 11, 2008.

OFFICERS

 

SECTION 1.           NUMBER.  The officers of the corporation shall be a Chairman of the Board and a President, one of whom shall be designated Chief Executive Officer by the Board of Directors, may include one or more Vice Chairmen and one or more Vice Presidents, as may be determined by the Board of Directors, and shall include a Chief Financial Officer, a Secretary, a Treasurer and such Assistant Secretaries, Assistant Treasurers and other officers as may be designated by the Board of Directors.  Any two or more offices may be held by the same person.  The Chairman, any Vice Chairman and the President may, but need not, be chosen from among the directors.  The Treasurer shall report to the Chief Financial Officer if not also elected to the position of Chief Financial Officer.

 

SECTION 2.           TERM AND REMOVAL.  The officers of the Corporation shall be elected or appointed annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of stockholders.  Vacancies may be filled, and new offices may be created and filled, at any meeting of the Board of Directors.  Each officer shall hold office until such officer’s successor is elected or appointed and has qualified or until such officer’s earlier death, resignation or removal.  Any officer may be removed from office, either with or without cause, at any time by the affirmative vote of a majority of the members of the Board of Directors then in office.

 

SECTION 3.           THE CHAIRMAN OF THE BOARD.  The Chairman of the Board shall have such powers as are vested in him or her by the Board of Directors, by law or by these by-laws.  The Chairman shall preside at the meetings of the stockholders, of the Board of Directors and of the Executive Committee.

 

SECTION 4.           THE VICE CHAIRMEN.  A Vice Chairman shall have such powers and perform such duties as are vested in or assigned to him or her by the Board of Directors, the Chairman or these By-laws.  In the absence or inability to act of the Chairman of the Board, or upon the request of the Chairman of the Board, the Vice Chairman (or in the event there be more than one Vice Chairman, the Vice Chairmen in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the Chairman of the Board and when so acting shall have all the powers of and be subject to all the restrictions upon the Chairman of the Board.  In the absence or inability to act of the Chairman of the Board and

 

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the Vice Chairmen, if any, the Chairman of the Nominating and Governance Committee shall preside at meetings of the Board of Directors and shall have and exercise all of the powers and duties of the Chairman of the Board, subject to Article II, Section 6.

 

SECTION 5.           THE PRESIDENT.  The President shall have the powers and duties vested in him or her by the Board of Directors, by law or by these by-laws.

 

SECTION 6.           THE CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer shall have, subject to the supervision and direction of the Board of Directors or of the Executive Committee, general supervision of the business, property and affairs of the corporation and the powers vested in him or her by the Board of Directors, by law or by these by-laws or which usually attach or pertain to such office.  Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the Board of Directors, the Chief Executive Officer may execute for the corporation any contracts, deeds, mortgages, bonds or other instruments that the Board of Directors has authorized, and the Chief Executive Officer may (without previous authorization by the Board of Directors) execute such contracts and other instruments as the conduct of the corporation’s business in its ordinary course requires.

 

SECTION 7.           THE VICE PRESIDENTS.  The Vice Presidents shall perform such duties as may be assigned to them from time to time by the Chairman of the Board, a Vice Chairman, the President, the Board of Directors or these by-laws.  Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the Corporation.

 

SECTION 8.           THE TREASURER.  If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine.  The Treasurer shall (a) have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected; and (b) in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Chairman of the Board, a Vice Chairman, the President, the Board of Directors or these by-laws.

 

SECTION 9.           THE SECRETARY.  The Secretary shall have the custody of the corporate seal and the Secretary or any Assistant Secretary shall affix the same to all instruments or papers requiring the seal of the Corporation.  The Secretary, or in his or her absence, any Assistant Secretary, shall see that proper notices are sent of the meetings of the stockholders, the Board of Directors and the Executive Committee, and shall see that all proper notices are given, as required by these by-laws.  The Secretary or any Assistant Secretary shall keep the minutes of all meetings of stockholders and directors and all committees which may request their services.

 

SECTION 10.         ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.  The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine.  The Assistant Secretaries as thereunto authorized by the Board of Directors may sign with the Chairman of the Board, a Vice Chairman, the President or a Vice President

 

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certificates for shares of the Corporation, the issue of which shall have been authorized by a resolution of the Board of Directors.  The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the Chairman of the Board, a Vice Chairman, the President, the Board of Directors or these by-laws.

 

SECTION 11.         VOTING CORPORATION’S SECURITIES.  Unless otherwise ordered by the Board of Directors, the Chairman of the Board, or in the event of his inability to act, the President, or in the event of his inability to act, the Vice President designated by the Board of Directors to act in the absence of the President shall have full power and authority on behalf of the corporation to attend and to act and to vote at any meetings of security holders of corporations in which the corporation may hold securities, and at such meetings shall possess and may exercise any and all rights and powers incident to the ownership of such securities, and which as the owner thereof the corporation might have possessed and exercised, if present.  The Board of Directors, by resolution from time to time, may confer like powers upon any other person or persons.

 

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