|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/09/12 TransDigm Group Inc 10-Q 3/31/12 98:8.4M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 768K
2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 35K
11: EX-3.10 Articles of Incorporation/Organization or Bylaws HTML 32K
12: EX-3.11 Articles of Incorporation/Organization or Bylaws HTML 72K
13: EX-3.12 Articles of Incorporation/Organization or Bylaws HTML 31K
14: EX-3.13 Articles of Incorporation/Organization or Bylaws HTML 62K
15: EX-3.14 Articles of Incorporation/Organization or Bylaws HTML 35K
16: EX-3.15 Articles of Incorporation/Organization or Bylaws HTML 27K
17: EX-3.16 Articles of Incorporation/Organization or Bylaws HTML 28K
18: EX-3.17 Articles of Incorporation/Organization or Bylaws HTML 59K
19: EX-3.18 Articles of Incorporation/Organization or Bylaws HTML 34K
20: EX-3.19 Articles of Incorporation/Organization or Bylaws HTML 28K
3: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 28K
21: EX-3.20 Articles of Incorporation/Organization or Bylaws HTML 59K
22: EX-3.21 Articles of Incorporation/Organization or Bylaws HTML 32K
23: EX-3.22 Articles of Incorporation/Organization or Bylaws HTML 122K
24: EX-3.23 Articles of Incorporation/Organization or Bylaws HTML 33K
25: EX-3.24 Articles of Incorporation/Organization or Bylaws HTML 31K
26: EX-3.25 Articles of Incorporation/Organization or Bylaws HTML 28K
27: EX-3.26 Articles of Incorporation/Organization or Bylaws HTML 60K
28: EX-3.27 Articles of Incorporation/Organization or Bylaws HTML 37K
29: EX-3.28 Articles of Incorporation/Organization or Bylaws HTML 29K
30: EX-3.29 Articles of Incorporation/Organization or Bylaws HTML 29K
4: EX-3.3 Articles of Incorporation/Organization or Bylaws HTML 59K
31: EX-3.30 Articles of Incorporation/Organization or Bylaws HTML 62K
32: EX-3.31 Articles of Incorporation/Organization or Bylaws HTML 28K
33: EX-3.32 Articles of Incorporation/Organization or Bylaws HTML 30K
34: EX-3.33 Articles of Incorporation/Organization or Bylaws HTML 62K
5: EX-3.4 Articles of Incorporation/Organization or Bylaws HTML 39K
6: EX-3.5 Articles of Incorporation/Organization or Bylaws HTML 62K
7: EX-3.6 Articles of Incorporation/Organization or Bylaws HTML 37K
8: EX-3.7 Articles of Incorporation/Organization or Bylaws HTML 62K
9: EX-3.8 Articles of Incorporation/Organization or Bylaws HTML 31K
10: EX-3.9 Articles of Incorporation/Organization or Bylaws HTML 73K
35: EX-10.6 Material Contract HTML 137K
36: EX-31.1 Certification -- §302 - SOA'02 HTML 32K
37: EX-31.2 Certification -- §302 - SOA'02 HTML 32K
38: EX-32.1 Certification -- §906 - SOA'02 HTML 27K
39: EX-32.2 Certification -- §906 - SOA'02 HTML 27K
77: R1 Document And Entity Information HTML 46K
67: R2 Condensed Consolidated Balance Sheets HTML 145K
75: R3 Condensed Consolidated Balance Sheets HTML 37K
(Parenthetical)
79: R4 Condensed Consolidated Statements Of Income HTML 90K
93: R5 Condensed Consolidated Statement Of Changes In HTML 95K
Stockholders' Equity
69: R6 Condensed Consolidated Statements Of Cash Flows HTML 159K
74: R7 Description Of The Business HTML 32K
64: R8 Unaudited Interim Financial Information HTML 37K
56: R9 Acquisitions HTML 67K
94: R10 Earnings Per Share HTML 58K
81: R11 Inventories HTML 38K
80: R12 Intangible Assets HTML 57K
85: R13 Product Warranty HTML 37K
86: R14 Debt HTML 33K
84: R15 Income Taxes HTML 36K
87: R16 Fair Value Measurements HTML 54K
76: R17 Derivatives And Hedging Activities HTML 43K
78: R18 Comprehensive Income HTML 35K
83: R19 Discontinued Operations HTML 44K
98: R20 Supplemental Guarantor Information HTML 360K
89: R21 Acquisitions (Tables) HTML 52K
71: R22 Earnings Per Share (Tables) HTML 56K
82: R23 Inventories (Tables) HTML 35K
73: R24 Intangible Assets (Tables) HTML 62K
50: R25 Product Warranty (Tables) HTML 35K
90: R26 Fair Value Measurements (Tables) HTML 49K
95: R27 Discontinued Operations (Tables) HTML 40K
60: R28 Supplemental Guarantor Information (Tables) HTML 361K
59: R29 Description Of The Business (Details) HTML 31K
62: R30 Acquisitions (Narrative) (Details) HTML 50K
63: R31 Acquisitions (Preliminary Purchase Price HTML 59K
Allocation Of Fair Values Of The Assets And
Liabilities Assumed) (Details)
65: R32 Acquisitions (Unaudited Pro Forma Consolidated HTML 33K
Results) (Details)
49: R33 Earnings Per Share (Computation Of Basic And HTML 61K
Diluted Earnings Per Share) (Details)
88: R34 Inventories (Details) HTML 43K
70: R35 Intangible Assets (Narrative) (Details) HTML 47K
72: R36 Intangible Assets (Intangible Assets Subject To HTML 40K
Amortization) (Details)
53: R37 Intangible Assets (Intangible Assets Acquired) HTML 40K
(Details)
97: R38 Intangible Assets (Summary Of Changes In The HTML 44K
Carrying Value Of Goodwill) (Details)
46: R39 Product Warranty (Narrative) (Details) HTML 32K
66: R40 Product Warranty (Reconciliation Of Changes In The HTML 37K
Product Warranty Liability) (Details)
92: R41 Debt (Details) HTML 43K
52: R42 Income Taxes (Details) HTML 44K
58: R43 Fair Value Measurements (Carrying Amounts And Fair HTML 70K
Values Of Financial Instruments) (Details)
61: R44 Derivatives And Hedging Activities (Details) HTML 38K
68: R45 Comprehensive Income (Details) HTML 32K
48: R46 Discontinued Operations (Narrative) (Details) HTML 42K
54: R47 Discontinued Operations (Summarized Operating HTML 54K
Results For The Discontinued Fastener Business And
AQS) (Details)
47: R48 Supplemental Guarantor Information (Condensed HTML 164K
Consolidating Balance Sheet) (Details)
91: R49 Supplemental Guarantor Information (Condensed HTML 107K
Consolidating Statement Of Income/Operations)
(Details)
51: R50 Supplemental Guarantor Information (Condensed HTML 114K
Consolidating Statement Of Cash Flows) (Details)
96: XML IDEA XML File -- Filing Summary XML 101K
57: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 1.28M
40: EX-101.INS XBRL Instance -- tdg-20120331 XML 1.70M
42: EX-101.CAL XBRL Calculations -- tdg-20120331_cal XML 166K
43: EX-101.DEF XBRL Definitions -- tdg-20120331_def XML 294K
44: EX-101.LAB XBRL Labels -- tdg-20120331_lab XML 795K
45: EX-101.PRE XBRL Presentations -- tdg-20120331_pre XML 610K
41: EX-101.SCH XBRL Schema -- tdg-20120331 XSD 117K
55: ZIP XBRL Zipped Folder -- 0001193125-12-221920-xbrl Zip 112K
| EX-3.26 |
Exhibit 3.26
AMENDED AND RESTATED BY-LAWS
OF
ERIE ACQUISITION CORP.
Dated: May 25, 2000
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.
Section 2. Other Offices. The corporation may also have offices at such other place both within and 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
MEETING OF STOCKHOLDERS
Section 1. Annual Meeting. The annual meeting of stockholders shall be held on the first Monday in May or, if a legal holiday, then on the next secular day following, at 10:00 a.m. Such meeting shall be held within or without the State of Delaware, at which meeting the stockholders shall elect a Board of Directors in the manner described in this Section 1, and transact such other business as may properly be brought before the meeting. The holders of Series A Common Stock shall elect by majority vote three (3) directors and the holders of Series B Common Stock shall not be entitled to vote on the election of such directors. The holders of Series B Common Stock shall elect by majority vote one (1) director and the holders of Series A Common Stock shall not be entitled to vote on the election of such director. If the election of directors shall not be held on the day designated herein for any annual meeting, or any adjournment thereof, the Board of Directors shall cause the election to be held at a meeting of the stockholders as soon thereafter as may be convenient.
Section 2. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors or at the request in writing of
- 1 -
stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.
Section 3. Notice. Written notice of the annual or special meeting shall be given to each stockholder entitled to vote thereat, in person or by mailing to him at his last known address, not less than 10 nor more than 60 days before the date of meeting, unless such notice is waived in writing by each stockholder entitled thereto.
Section 4. Stockholder List. The officer who has charge of the stock ledger of the corporation shall, not less than 10 nor more than 60 days prior to any election of directors, prepare a list of all stockholders of record (the date of such list being hereafter referred to as the “record date”), which list shall be in alphabetical order and shall show the address and number and series of shares registered in the name of each such stockholder. At such election, each stockholder of record on the record date shall be entitled to vote the shares owned by him, as disclosed by such list, irrespective of any transfers thereof subsequent to the record date. Such list shall also govern the voting of shares at any adjourned meeting; provided, however, that the Board of Directors may, but shall not be required to, fix a new record date for any adjourned meeting. Such list shall be open to the examination of any stockholder or his duly authorized legal representative, during ordinary business hours, for a period of at least 10 days prior to the election, either at a place within the city, town or village where the election is to be held, and which place shall be specified in the notice of the meeting, or, if not specified, at the place where said meeting is to be held, and the list shall be produced and kept at the time and place of election during the whole time thereof and shall be subject to the inspection of any stockholder who may be present.
Section 5. Quorum. The holders of 50% of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be presented or represented, at which time any business may be transacted which might have been transacted at the meeting as originally notified. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.
- 2 -
Section 6. Voting. Unless otherwise provided in the certificate of incorporation or these by-laws, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from the date, unless the proxy provides for a longer period.
Section 7. Written Consent. Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes, of the certificate of incorporation, or of these by-laws, such meeting and vote of stockholders may be dispensed with if a majority of the stockholders who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken.
ARTICLE III
DIRECTORS
Section 1. Number. The number of directors which shall constitute the whole Board of Directors shall be four (4). The directors shall be elected annually at the annual or special meeting of the stockholders (except as provided in Section 2 of this Article), and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced.
Section 3. Duties of Directors. The business of the corporation shall be managed by or under the direction of its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.
Section 4. Meetings. The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.
Section 5. Regular Meetings. Regular meetings of the Board of Directors shall
- 3 -
be held immediately following the annual meeting of the stockholders, in the event such meeting is not held immediately following the annual meeting of the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.
Section 6. Special Meetings. Special meetings of the Board may be called by the President with notice to each of the directors as provided in Section 7 of Article III hereof; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of two (2) directors.
Section 7. Notice. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board. Written notice specifying the date, time and place of any meeting other than regular meeting shall be given in writing to each director in person or by courier, mail, telegram or facsimile transmission (if receipt is confirmed by telephone), at his last known address, not less than twenty-four (24) hours prior to the date and time designated therein for such meeting, unless said notice is waived in writing by a director. Notice shall be deemed given when delivered in person, by telegram or by facsimile or when mailed.
Section 8. Quorum. At all meetings of the Board, a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 9. Voting. At all meetings of the Board of Directors, each director is to have one vote, irrespective of the number of shares of stock that he may hold.
Section 10. Unanimous Consent. Unless otherwise restricted by the certificate of incorporation or by these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board or committee.
Section 11. Committees of Directors. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the corporation, which, to the extent provided in the resolution, shall have and may exercise all the powers and authority of the
- 4 -
Board of Directors in the management of the business and affairs of the corporation, including the power and authority to declare dividends, and may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.
Section 12. Records of Committees. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.
Section 13. Compensation of Directors. Unless otherwise restricted by the certificate of incorporation or by these by-laws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.
ARTICLE IV
OFFICERS
Section 1. Number. The officers of the corporation shall be chosen by the Board of Directors and shall be a Chairman of the Board, a Vice President, a Secretary and a Treasurer. The Board of Directors may also choose a President, more than one Vice President, and one or more Assistant Secretaries and Assistant Treasurers. Any number of offices may be held by the same person. The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.
Section 2. Election. The Board of Directors at its first meeting after each annual meeting of stockholders shall elect a Chairman of the Board, a Vice President, a Secretary and a Treasurer.
Section 3. Compensation. The Board of Directors may, in its own discretion, fix the salaries of all officers and agents of the corporation, in their capacity as such.
Section 4. Term. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors
- 5 -
may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.
Section 5. Duties of Officers. The duties and powers of the officers shall be as follows:
Chairman of the Board
The Chairman of the Board shall be chief executive officer of the corporation and shall be responsible for formulating general policies and programs for the corporation for submission to the Board of Directors, and for carrying out the programs and policies approved by the Board of Directors. The Chairman of the Board shall (i) cause to be called regular and special meetings of the stockholders and Board of Directors in accordance with these by-laws and shall preside at all such meetings; (ii) have the power to sign and deliver on behalf of the corporation all documents and agreements; (iii) in the absence or disability of the President, or if no President is elected, perform the duties and exercise all the powers of the President and be subject to all the restrictions upon the President; and (iv) have such other powers and duties as shall be assigned by the Board of Directors.
President
The President shall be the general manager of the corporation and shall, in general, be responsible for the administration and operation of all of the business and affairs of the corporation. The President shall (i) present annually to the stockholders and directors a report of the condition of the business of the corporation; (ii) appoint and remove, employ and discharge, and fix the compensation of all servants, agents, employees and clerks of the corporation, within the scope of his authority as general manager; (iii) sign and make all contracts and agreements in the name of the corporation, within the scope of his authority as general manager; (iv) see that the books, reports, statements and certificates required by the statutes are properly kept, made and filed according to law; (v) sign all certificates of stock, notes, drafts or bills of exchange, warrants or other orders for the payments of money duly drawn by the Treasurer; and (vi) enforce these by-laws and perform all the duties incident to the position and office, and which are required by law.
Vice President
The Vice President, if there shall be one, or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence or disability of the President and the Chairman of the Board, perform the duties and exercise all the powers of the President, and be subject to all the restrictions upon the President. The Vice Presidents shall
- 6 -
perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
Secretary
The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record the proceedings of all such meetings in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall (i) give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors; (ii) perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision the Secretary shall be; and (iii) have custody of the corporate seal of the corporation and have authority to affix the same to any instrument requiring it and, when so affixed, it may be attested by his signature. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.
Assistant Secretary
The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
Treasurer
The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall (i) disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements; (ii) render to the President and the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of all transactions as Treasurer and the financial condition of the corporation; and (iii) if required by the Board of Directors, give the corporation and maintain a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office and for the restoration to the corporation, in the event of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money or other property belonging to the corporation of whatever kind in the possession or control of the Treasurer.
- 7 -
In the event there is no Vice President of the corporation, the Treasurer shall, in the absence of the Chairman of the Board and the President or in the event of their inability to act, perform the duties of the Chairman of the Board and the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chairman of the Board and the President.
Assistant Treasurer
The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there shall be no such determination, then in the order of their election), shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
ARTICLE V
CERTIFICATES OF STOCK
Section 1. Description. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the President or a Vice President, and countersigned by the Treasurer or Assistant Treasurer, Secretary or Assistant Secretary of the corporation, certifying the number of shares owned by him in the corporation, and sealed with the seal of the corporation. If the corporation shall be authorized to issue more than one class of stock, or more than one series of any class, the designations, preferences and 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 which the corporation shall issue to represent such class of stock; provided, however, that except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which 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 designations, preferences and 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.
Section 2. Facsimile of Signature. Where a certificate is signed (1) by a transfer agent, or (2) by a transfer clerk, acting on behalf of the corporation and a registrar, the signature of any such President, Vice President, Treasurer, Assistant Treasurer, Secretary or
- 8 -
Assistant Secretary may be facsimile. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on any such certificate or certificates, shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before such certificate or certificates have been issued, such certificate or certificates may nevertheless be adopted by the corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation.
Section 3. Transfer of Stock. The stock of the corporation, irrespective of class, shall be assignable and transferable on the books of the corporation only by the person in whose name it appears on said books, or his legal representatives. In case of transfer by attorney, the power of attorney duly executed and acknowledged shall be deposited with the Secretary. In all cases of transfer, the former certificate must be surrendered up and canceled before a new certificate may be issued; however, in the event of loss, mutilation or destruction of a certificate, a duplicate certificate may be issued upon such terms as the Board of Directors shall prescribe. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books, subject, however, to any restrictions or limitations on the transfer thereof which may be set forth in the Certificate of Incorporation or referred to on the certificate so surrendered or which may be imposed by law or by any agreement to which the holder of such shares is subject.
Section 4. 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 or take other action as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, 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 the laws of Delaware.
ARTICLE VI
GENERAL PROVISIONS
Section 1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash,
- 9 -
in property, in shares of capital stock, or otherwise as permissible by law, subject to the provisions of the certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.
Section 2. Statements and Reports. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.
Section 3. Checks and Notes. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other persons as the Board of Directors may from time to time designate.
ARTICLE VII
FISCAL YEAR
The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.
ARTICLE VIII
INDEMNIFICATION
The corporation may indemnify and advance expenses to its directors, officers, employees and agents to the fullest extent permitted by applicable law.
ARTICLE IX
AMENDMENTS
These by-laws may be altered, amended or repealed, or new by-laws may be adopted, by unanimous approval of the Series A and Series B Shareholders or the unanimous approval of the Board of Directors at any regular meeting of the stockholders or the Board of Directors or at any special meeting of the stockholders or the Board of Directors if notice of such
- 10 -
alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting.
ARTICLE X
NOTICE
Section 1. Notice. Whenever, under the provisions of the statutes or of the certificate of incorporation or these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to require personal notice, but such notice may also be given in writing, by first class United States mail, postage prepaid, or by prepaid telegram and mail, addressed to such director or stockholder at his address as it appears on the records of the corporation, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail or, in the case of telegrams, when transmitted.
Section 2. Waiver of Notice. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
- 11 -
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 5/9/12 | 4 | ||
| For Period end: | 3/31/12 | |||
| 5/25/00 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/09/23 TransDigm Group Inc. 10-K 9/30/23 132:17M 11/10/22 TransDigm Group Inc. 10-K 9/30/22 134:19M 1/28/22 TransDigm Group Inc. 10-K/A 9/30/21 12:1.3M 11/16/21 TransDigm Group Inc. 10-K 9/30/21 130:20M 8/10/21 TransDigm Group Inc. S-4¶ 9/21/21 25:21M 11/12/20 TransDigm Group Inc. 10-K 9/30/20 130:19M |