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As Of Filer Filing For·On·As Docs:Size 2/28/14 American Airlines Group Inc. 10-K 12/31/13 155:45M American Airlines Inc |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.92M
2: EX-3.3 Articles of Incorporation/Organization or Bylaws HTML 50K
3: EX-3.4 Articles of Incorporation/Organization or Bylaws HTML 87K
6: EX-10.125 Material Contract HTML 55K
7: EX-10.126 Material Contract HTML 57K
8: EX-10.127 Material Contract HTML 56K
9: EX-10.128 Material Contract HTML 59K
10: EX-10.129 Material Contract HTML 55K
11: EX-10.151 Material Contract HTML 67K
12: EX-10.152 Material Contract HTML 67K
4: EX-10.27 Material Contract HTML 260K
5: EX-10.45 Material Contract HTML 67K
15: EX-21 Subsidiaries List HTML 52K
16: EX-23.1 Consent of Experts or Counsel HTML 42K
17: EX-23.2 Consent of Experts or Counsel HTML 43K
13: EX-12.1 Statement re: Computation of Ratios HTML 57K
14: EX-12.2 Statement re: Computation of Ratios HTML 57K
18: EX-31.1 Certification -- §302 - SOA'02 HTML 48K
19: EX-31.2 Certification -- §302 - SOA'02 HTML 48K
20: EX-31.3 Certification -- §302 - SOA'02 HTML 48K
21: EX-31.4 Certification -- §302 - SOA'02 HTML 48K
22: EX-32.1 Certification -- §906 - SOA'02 HTML 45K
23: EX-32.2 Certification -- §906 - SOA'02 HTML 46K
109: R1 Document And Entity Information HTML 76K
85: R2 Consolidated Statements Of Operations HTML 144K
102: R3 Consolidated Statements Of Operations HTML 44K
(Parenthetical)
113: R4 Consolidated Statements Of Comprehensive Income HTML 84K
142: R5 Consolidated Balance Sheets HTML 184K
89: R6 Consolidated Balance Sheets (Parenthetical) HTML 58K
101: R7 Consolidated Statements Of Cash Flows HTML 155K
78: R8 Consolidated Statements Of Stockholders' Equity HTML 129K
(Deficit)
66: R9 Consolidated Statements Of Stockholders' Equity HTML 58K
(Deficit) (Parenthetical)
144: R10 Nature of Operations and Operating Environment HTML 52K
115: R11 Emergence From Chapter 11 HTML 166K
114: R12 Mandatorily Convertible Preferred Stock and Other HTML 73K
Bankruptcy Settlement Obligations
122: R13 Merger and Related Matters HTML 149K
123: R14 Basis of Presentation and Summary of Significant HTML 248K
Accounting Policies
119: R15 Special Items, Net HTML 104K
124: R16 Investments and Fair Value Measurements HTML 152K
103: R17 Commitments, Contingencies and Guarantees HTML 364K
110: R18 Indebtedness and Leases HTML 245K
117: R19 Financial Instruments And Risk Management HTML 242K
154: R20 Income Taxes HTML 230K
134: R21 Share Based Compensation HTML 273K
95: R22 Retirement Benefits HTML 927K
116: R23 Accumulated Other Comprehensive Income (Loss) HTML 137K
98: R24 Segment Reporting HTML 84K
55: R25 Quarterly Financial Data (Unaudited) HTML 146K
136: R26 Regional Expenses (Notes) HTML 106K
149: R27 Earnings (Loss) Per Share HTML 96K
72: R28 Stockholders' Equity (Notes) HTML 60K
71: R29 Subsequent Events HTML 69K
76: R30 Schedule II - Valuation And Qualifying Accounts HTML 149K
And Reserves
77: R31 Basis of Presentation and Summary of Significant HTML 446K
Accounting Policies (Policies)
79: R32 Emergence From Chapter 11 (Tables) HTML 112K
41: R33 Mandatorily Convertible Preferred Stock and Other HTML 53K
Bankruptcy Settlement Obligations (Tables)
132: R34 Merger and Related Matters (Tables) HTML 141K
93: R35 Basis of Presentation and Summary of Significant HTML 239K
Accounting Policies (Tables)
96: R36 Special Items, Net (Tables) HTML 103K
60: R37 Investments and Fair Value Measurements (Tables) HTML 152K
153: R38 Commitments, Contingencies and Guarantees (Tables) HTML 287K
30: R39 Indebtedness and Leases (Tables) HTML 156K
82: R40 Financial Instruments And Risk Management (Tables) HTML 225K
140: R41 Income Taxes (Tables) HTML 208K
57: R42 Share Based Compensation (Tables) HTML 239K
70: R43 Retirement Benefits (Tables) HTML 923K
75: R44 Accumulated Other Comprehensive Income (Loss) HTML 130K
(Tables)
86: R45 Segment Reporting (Tables) HTML 77K
40: R46 Quarterly Financial Data (Unaudited) (Tables) HTML 137K
65: R47 Regional Expenses (Tables) HTML 100K
33: R48 Earnings (Loss) Per Share (Tables) HTML 87K
138: R49 Stockholders' Equity (Tables) HTML 49K
56: R50 Subsequent Events (Tables) HTML 67K
133: R51 Nature of Operations and Operating Environment HTML 70K
(Details)
61: R52 Emergence From Chapter 11 (Narrative) (Details) HTML 107K
83: R53 Emergence From Chapter 11 (Schedule of Liabilities HTML 63K
Subject to Compromise) (Details)
32: R54 Emergence From Chapter 11 (Components of Long-Term HTML 76K
Debt) (Details)
37: R55 Emergence From Chapter 11 (Schedule of HTML 68K
Reorganization Items) (Details)
74: R56 Mandatorily Convertible Preferred Stock and Other HTML 85K
Bankruptcy Settlement Obligations (Details)
46: R57 Merger and Related Matters (Narrative) (Details) HTML 48K
145: R58 Merger and Related Matters (Fair Value of HTML 57K
Consideration Transferred) (Details)
91: R59 Merger and Related Matters (Allocation of HTML 72K
Consideration Transferred) (Details)
120: R60 Merger and Related Matters (Pro-forma Impact of HTML 46K
Merger) (Details)
64: R61 Merger and Related Matters (Reclassifications) HTML 142K
(Details)
68: R62 Basis of Presentation and Summary of Significant HTML 69K
Accounting Policies (Narrative) (Details)
130: R63 Basis of Presentation and Summary of Significant HTML 87K
Accounting Policies (Property, Plant and
Equipment) (Details)
125: R64 Basis of Presentation and Summary of Significant HTML 62K
Accounting Policies (Intangible Assets) (Details)
94: R65 Basis of Presentation and Summary of Significant HTML 201K
Accounting Policies (Reclassification) (Details)
128: R66 Basis of Presentation and Summary of Significant HTML 59K
Accounting Policies (Schedule of Amortized
Intangible Assets) (Details)
62: R67 Basis of Presentation and Summary of Significant HTML 56K
Accounting Policies (Schedule of Future
Amortization Expense) (Details)
99: R68 Special Items, Net (Details) HTML 87K
148: R69 Investments and Fair Value Measurements HTML 54K
(Short-Term Investments) (Details)
36: R70 Investments and Fair Value Measurements HTML 51K
(Short-Term Investments by Contractual Maturity)
(Details)
54: R71 Investments and Fair Value Measurements (Assets HTML 130K
and Liabilities Measured at Fair Value on a
Recurring Basis) (Details)
84: R72 Commitments, Contingencies and Guarantees HTML 107K
(Aircraft Acquisition Commitments) (Details)
44: R73 Commitments, Contingencies and Guarantees HTML 72K
(Long-term Purchase Commitments) (Details)
152: R74 Commitments, Contingencies and Guarantees HTML 79K
(Unrecorded Unconditional Purchase Obligations)
(Details)
58: R75 Commitments, Contingencies and Guarantees (Future HTML 84K
Minimum Operating Lease Payments) (Details)
48: R76 Commitments, Contingencies and Guarantees (Leases HTML 79K
Narrative) (Details)
53: R77 Commitments, Contingencies and Guarantees (Legal HTML 73K
Proceedings and Other) (Details)
38: R78 Indebtedness and Leases (Components Of Long-Term HTML 114K
Debt) (Details)
42: R79 (Maturities of Long Term Debt) (Details) HTML 66K
111: R80 Indebtedness and Leases (American) (Details) HTML 155K
51: R81 Indebtedness and Leases (US Airways) (Details) HTML 125K
146: R82 Indebtedness and Leases (Schedule of Collateral HTML 71K
Coverage Tests) (Details)
80: R83 Financial Instruments And Risk Management HTML 66K
(Narrative) (Details)
118: R84 Financial Instruments And Risk Management (Effect HTML 66K
Of Derivative Instruments On Statements Of
Operations) (Details)
127: R85 Financial Instruments And Risk Management HTML 64K
Financial Instruments and Risk Management
(Offsetting Disclosure) (Details)
50: R86 Financial Instruments And Risk Management (Summary HTML 81K
Of Carrying Value And Estimated Fair Values Of
Long-Term Debt) (Details)
52: R87 Income Taxes (Narrative) (Details) HTML 106K
143: R88 Income Taxes (Components Of Income Tax Provision HTML 55K
(Benefit)) (Details)
45: R89 Income Taxes (Computation Of Income Tax Expense HTML 76K
(Benefit)) (Details)
112: R90 Income Taxes (Deferred Tax Assets And Liabilities) HTML 93K
(Details)
106: R91 Income Taxes (Reconciliation Of Unrecognized Tax HTML 49K
Benefit) (Details)
131: R92 Share Based Compensation (Narrative) (Details) HTML 116K
105: R93 Share Based Compensation (Schedule Of RSU HTML 111K
Activities) (Details)
90: R94 Share Based Compensation (Schedule Of Stock HTML 134K
Options and SARs Activity) (Details)
137: R95 Share Based Compensation (Schedule of CSARs HTML 125K
Activity) (Details)
87: R96 Share Based Compensation Share Based Compensation HTML 70K
(Schedule of Previous Award Activity) (Details)
59: R97 Retirement Benefits (Narrative) (Details) HTML 119K
97: R98 Retirement Benefits (Schedule Of Changes In HTML 114K
Pension, Retiree Medical, Other Benefit
Obligations And Fair Value Assets) (Details)
92: R99 Retirement Benefits (Schedule Of Amounts HTML 61K
Recognized In Consolidated Balance Sheets)
(Details)
73: R100 Retirement Benefits (Schedule Of Amounts HTML 63K
Recognized In Other Comprehensive Loss) (Details)
155: R101 Retirement Benefits (Schedule Of Accumulated HTML 65K
Benefit Obligations Exceeding Fair Value Of Plan
Assets) (Details)
129: R102 Retirement Benefits (Components Of Net Periodic HTML 83K
Benefit Cost) (Details)
104: R103 Retirement Benefits (Schedule Of Assumption Used HTML 67K
Calculating Benefit Obligation) (Details)
39: R104 Retirement Benefits (Summary Of Target Assets HTML 71K
Allocation) (Details)
139: R105 Retirement Benefits (Schedule Of Fair Values Of HTML 180K
Pension Plan Assets By Asset Category) (Details)
147: R106 Retirement Benefits (Changes In Fair Value HTML 58K
Measurements Of Level 3 Investments) (Details)
141: R107 Retirement Benefits (Fair Values Of Company's HTML 59K
Other Postretirement Benefit Plan Assets)
(Details)
100: R108 Retirement Benefits (Schedule of Health Care Cost HTML 51K
Trend Rates) (Details)
47: R109 Retirement Benefits (Schedule Of One Percentage HTML 54K
Point Change In Assumed Health Care Cost Trend
Rates) (Details)
121: R110 Retirement Benefits (Benefit Payments Of Expected HTML 63K
Future Service ) (Details)
63: R111 Accumulated Other Comprehensive Income (Loss) HTML 103K
(Components Of Accumulated Other Comprehensive
Income (Loss)) (Details)
31: R112 Accumulated Other Comprehensive Income (Loss) HTML 58K
(Reclassification out of AOCI) (Details)
88: R113 Segment Reporting (Operating Revenues By HTML 76K
Geographic Region) (Details)
81: R114 Quarterly Financial Data (Unaudited) (Narrative) HTML 97K
(Details)
135: R115 Quarterly Financial Data (Unaudited) (Summarized HTML 88K
Financial Data By Quarter) (Details)
67: R116 Regional Expenses (Details) HTML 68K
151: R117 Regional Expenses (Transactions with Related HTML 58K
Party) (Details)
43: R118 Earnings (Loss) Per Share (Narrative) (Details) HTML 55K
108: R119 Earnings (Loss) Per Share Earnings (Loss) Per HTML 98K
Share (EPS Calculation) (Details)
126: R120 Stockholders' Equity (Details) HTML 78K
34: R121 Subsequent Events (Conversions of Stock) (Details) HTML 61K
107: R122 Schedule II - Valuation And Qualifying Accounts HTML 72K
And Reserves (Details)
150: XML IDEA XML File -- Filing Summary XML 232K
35: EXCEL IDEA Workbook of Financial Reports XLSX 870K
69: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 8.19M
24: EX-101.INS XBRL Instance -- aag-20131231 XML 12.14M
26: EX-101.CAL XBRL Calculations -- aag-20131231_cal XML 417K
27: EX-101.DEF XBRL Definitions -- aag-20131231_def XML 2.59M
28: EX-101.LAB XBRL Labels -- aag-20131231_lab XML 3.89M
29: EX-101.PRE XBRL Presentations -- aag-20131231_pre XML 2.77M
25: EX-101.SCH XBRL Schema -- aag-20131231 XSD 485K
49: ZIP XBRL Zipped Folder -- 0000006201-14-000004-xbrl Zip 845K
| EX-3.4 |
Exhibit 3.4
AMENDED AND RESTATED BYLAWS
OF
AMERICAN AIRLINES, INC.
(a Delaware corporation)
ARTICLE I
Stockholders
SECTION 1. Annual Meetings. The annual meeting of stockholders of American Airlines, Inc., a Delaware corporation (the “Corporation”), for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors of the Corporation (the “Board”) shall determine.
SECTION 2. Special Meetings. Special meetings of stockholders for the transaction of such business as may properly come before the meeting may be called by order of the Board or by stockholders holding together at least a majority of all the shares of the Corporation entitled to vote at the meeting, and shall be held at such date and time, within or without the State of Delaware, as may be specified by such order. Whenever the Directors shall fail to fix such place, the meeting shall be held at the principal executive office of the Corporation.
SECTION 3. Notice of Meetings. Written notice of all meetings of the stockholders, stating the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and the place within the city or other municipality or community at which the list of stockholders may be examined, shall be mailed or delivered to each stockholder not less than 10 days nor more than 60 days prior to the meeting. Notice of any special meeting shall state in general terms the purpose or purposes for which the meeting is to be held.
SECTION 4. Stockholder Lists. The officer who has charge of the stock ledger of the Corporation 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, arranged in alphabetical order, and showing 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, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.
The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.
SECTION 5. Quorum. Except as otherwise provided by law or the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), a quorum for the transaction of business at any meeting of stockholders shall consist of the holders of record of a majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote at the meeting, present in person or by proxy. If there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time, without further notice, until a quorum shall have been obtained. When a quorum is once present it is not broken by the subsequent withdrawal of any stockholder.
SECTION 6. Organization. Meetings of stockholders shall be presided over by the Chairman, if any, or if none or in the Chairman’s absence, the Vice-Chairman, if any, or if none or in the Vice-Chairman’s absence, the President, if any, or, if none of the foregoing is present, by a chairman to be chosen by the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary, or in the Secretary’s absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting shall appoint any person present to act as secretary of the meeting.
SECTION 7. Voting; Proxies; Required Vote. (a) At each meeting of stockholders, every stockholder shall be entitled to vote in person or by proxy appointed by instrument in writing, subscribed by such stockholder or by such stockholder’s duly authorized attorney-in-fact (but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period), and, unless the Certificate of Incorporation provides otherwise, shall have one vote for each share of stock entitled to vote registered in the name of such stockholder on the books of the Corporation on the applicable record date fixed pursuant to the bylaws of the Corporation (these “Bylaws”). Unless otherwise required by law or the Certificate of Incorporation, the election of Directors shall be by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of Directors. Except as otherwise required by law or the Certificate of Incorporation, any other action shall be authorized by the vote of the majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter.
(b) Any action required or permitted to be taken at any meeting of stockholders may, except as otherwise required by law or the Certificate of Incorporation, be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of record of the issued and outstanding capital stock of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and the writing or writings are filed with the permanent records of the Corporation. Prompt notice of the
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taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
(c) Where a separate vote by a class or classes, present in person or represented by proxy, shall constitute a quorum entitled to vote on that matter, the affirmative vote of the majority of shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class, unless otherwise provided in the Certificate of Incorporation.
SECTION 8. Inspectors. The Board, in advance of any meeting of stockholders, may, and shall if required by law, appoint one or more inspectors of election, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and make a written report thereof. If an inspector or inspectors are not so appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the Directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders.
ARTICLE II
Board of Directors
SECTION 1. General Powers. The business, property and affairs of the Corporation shall be managed by, or under the direction of, the Board.
SECTION 2. Qualification; Number; Term; Remuneration. (a) Each Director shall be at least 18 years of age. A Director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware. The number of Directors constituting the entire Board shall be one, or such larger number as may be fixed from time to time by action of the stockholders or Board, one of whom may be selected by the Board to be its Chairman. The use of the phrase “entire Board” herein refers to the total number of Directors which the Corporation would have if there were no vacancies.
(b) Directors who are elected at an annual meeting of stockholders, and Directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until
3
their successors are elected and qualified or until their earlier death, resignation or removal.
(c) Directors may be paid their expenses, if any, of attendance at each meeting of the Board and may be paid a fixed sum for attendance at each meeting of the Board 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.
SECTION 3. Quorum and Manner of Voting. Except as otherwise provided by law, a majority of the entire Board shall constitute a quorum. A majority of the Directors present, whether or not a quorum is present, may adjourn a meeting from time to time to another time and place without notice. The vote of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.
SECTION 4. Places of Meetings. Meetings of the Board may be held at any place within or without the State of Delaware, as may from time to time be fixed by resolution of the Board, or as may be specified in the notice of meeting.
SECTION 5. Annual Meeting. Following the annual meeting of stockholders, the newly elected Board shall meet for the purpose of the election of officers and the transaction of such other business as may properly come before the meeting. Such meeting may be held without notice immediately after the annual meeting of stockholders at the same place at which such stockholders’ meeting is held.
SECTION 6. Regular Meetings. Regular meetings of the Board shall be held at such times and places as the Board shall from time to time by resolution determine. Notice need not be given of regular meetings of the Board held at times and places fixed by resolution of the Board.
SECTION 7. Special Meetings. Special meetings of the Board shall be held whenever called by the Chairman of the Board, the President or by a majority of the Directors then in office.
SECTION 8. Notice of Meetings. A notice of the place, date and time and the purpose or purposes of each meeting of the Board shall be given to each Director by mailing the same at least two days before the special meeting, or by telephoning or emailing the same or by delivering the same personally not later than the day before the day of the meeting.
SECTION 9. Organization. At all meetings of the Board, the Chairman, if any, or if none or in the Chairman’s absence or inability to act, the President who is a member of the Board, or in the President’s absence or inability to act, a chairman chosen by the Directors, shall preside. The Secretary shall act as secretary at all meetings of the
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Board when present, and, in the Secretary’s absence, the presiding officer may appoint any person to act as secretary.
SECTION 10. Resignation. Any Director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any or all of the Directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of Directors.
SECTION 11. Vacancies. Unless otherwise provided in these Bylaws, vacancies on the Board, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of Directors or otherwise, may be filled by the affirmative vote of a majority of the remaining Directors, although less than a quorum, or by a sole remaining Director, or at a special meeting of the stockholders, by the holders of shares entitled to vote for the election of Directors.
SECTION 12. Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all the Directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board.
ARTICLE III
Committees
SECTION 1. Appointment. From time to time the Board by a resolution adopted by a majority of the entire Board may appoint any committee or committees for any purpose or purposes, to the extent lawful, which shall have powers as shall be determined and specified by the Board in the resolution of appointment.
SECTION 2. Procedures, Quorum and Manner of Acting. Each committee shall fix its own rules of procedure, and shall meet where and as provided by such rules or by resolution of the Board. Except as otherwise provided by law, the presence of a majority of the then appointed members of a committee shall constitute a quorum for the transaction of business by that committee, and in every case where a quorum is present the affirmative vote of a majority of the members of the committee present shall be the act of the committee. Each committee shall keep minutes of its proceedings and actions taken by a committee shall be reported to the Board.
SECTION 3. Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board may be taken without a meeting if all the members of the committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the committee.
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SECTION 4. Term; Termination. In the event any person shall cease to be a Director of the Corporation, such person shall simultaneously therewith cease to be a member of any committee appointed by the Board.
ARTICLE IV
Officers
SECTION 1. Election and Qualifications. The Board shall elect the officers of the Corporation, which shall include a President and a Secretary, and may include, by election or appointment, one or more Vice-Presidents (any one or more of whom may be given an additional designation of rank or function), a Treasurer and such Assistant Secretaries, such Assistant Treasurers and such other officers as the Board may from time to time deem proper. Each officer shall have such powers and duties as may be prescribed by these Bylaws and as may be assigned by the Board or the President. Any two or more offices may be held by the same person.
SECTION 2. Term of Office and Remuneration. Each officer of the Corporation shall hold office until such officer’s respective successor is elected and qualified or until such officer’s earlier death, resignation or removal, but any officer may be removed from office, either with or without cause, at any time by the Board. Any vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board. The remuneration of all officers of the Corporation may be fixed by the Board or in such manner as the Board shall provide.
SECTION 3. Resignation; Removal. Any officer may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any officer shall be subject to removal, with or without cause, at any time by vote of a majority of the entire Board.
SECTION 4. Chairman of the Board. The Chairman of the Board, if there be one, shall preside at all meetings of the Board and shall have such other powers and duties as may from time to time be assigned by the Board.
SECTION 5. President. The President shall have such duties as customarily pertain to that office. The President shall have general management and supervision of the property, business and affairs of the Corporation and over its other officers; may appoint and remove assistant officers and other agents and employees, other than officers referred to in Section 1 of this Article IV; and may execute and deliver in the name of the Corporation powers of attorney, contracts, bonds and other obligations and instruments.
SECTION 6. Vice-President. A Vice-President, if any, may execute and deliver in the name of the Corporation contracts and other obligations and instruments
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pertaining to the regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Board or the President.
SECTION 7. Treasurer. The Treasurer, if any, shall in general have all duties incident to the position of Treasurer and such other duties as may be assigned by the Board or the President.
SECTION 8. Secretary. The Secretary shall in general have all the duties incident to the office of Secretary and such other duties as may be assigned by the Board or the President.
SECTION 9. Assistant Officers. Any assistant officer shall have such powers and duties of the officer such assistant officer assists as such officer or the Board shall from time to time prescribe.
ARTICLE V
Books and Records
SECTION 1. Location. The books and records of the Corporation may be kept at such place or places within or outside the State of Delaware as the Board or the respective officers in charge thereof may from time to time determine. The record books containing the names and addresses of all stockholders, the number and class of shares of stock held by each and the dates when they respectively became the owners of record thereof shall be kept by the Secretary as prescribed in the Bylaws and by such officer or agent as shall be designated by the Board.
SECTION 2. Addresses of Stockholders. Notices of meetings and all other corporate notices may be delivered personally or mailed to each stockholder at the stockholder’s address as it appears on the records of the Corporation.
SECTION 3. Fixing Date for Determination of Stockholders of Record. (a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board 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 and which record date shall not be more than 60 days nor less than 10 days before the date of such meeting. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or 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 may fix a new record date for the adjourned meeting.
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(b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board 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 and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date has been fixed by the Board, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board and prior action by the Board is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.
(c) 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 the stockholders 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 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 and which record date shall be not more than 60 days prior to such action. If no 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 adopts the resolution relating thereto.
ARTICLE VI
Certificates Representing Stock
SECTION 1. Certificates; Signatures. The shares of the Corporation shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its 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. Notwithstanding the adoption of such a resolution by the Board, every holder of stock represented by certificates and upon request every holder of uncertificated shares 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, or the President or Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, representing the number of shares registered in certificate form. Any and all signatures on any such certificate may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it
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may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. The name of the holder of record of the shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.
SECTION 2. Transfers of Stock. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, shares of capital stock shall be transferable on the books of the Corporation only by the holder of record thereof in person, or by duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares, properly endorsed, and the payment of all taxes due thereon.
SECTION 3. Fractional Shares. The Corporation may, but shall not be required to, issue certificates for fractions of a share where necessary to effect authorized transactions, or the Corporation may pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or it may issue scrip in registered or bearer form over the manual or facsimile signature of an officer of the Corporation or of its agent, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a stockholder except as therein provided.
SECTION 4. Rules and Regulations. The Board shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation.
SECTION 5. Lost, Stolen or Destroyed Certificates. The Corporation may issue a new certificate of stock in place of any certificate, theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board may require the owner of any lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.
ARTICLE VII
Dividends
Subject always to the provisions of law and the Certificate of Incorporation, the Board shall have full power to determine whether any, and, if any, what part of any, funds legally available for the payment of dividends shall be declared as dividends and paid to stockholders; the division of the whole or any part of such funds of the Corporation shall rest wholly within the lawful discretion of the Board, and it shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the stockholders as dividends or otherwise; and before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board from time to time, in its absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends,
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or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board shall think conducive to the interest of the Corporation, and the Board may modify or abolish any such reserve in the manner in which it was created.
ARTICLE VIII
Ratification
Any transaction, questioned in any lawsuit on the ground of lack of authority, defective or irregular execution, adverse interest of Director, officer or stockholder, non-disclosure, miscomputation, or the application of improper principles or practices of accounting, may be ratified before or after judgment, by the Board or by the stockholders, and if so ratified shall have the same force and effect as if the questioned transaction had been originally duly authorized. Such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.
ARTICLE IX
Corporate Seal
The corporate seal shall have inscribed thereon the name of the Corporation and the year of its incorporation, and shall be in such form and contain such other words and/or figures as the Board shall determine. The corporate seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said corporate seal.
ARTICLE X
Fiscal Year
The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board. Unless otherwise fixed by the Board, the fiscal year of the Corporation shall be the calendar year.
ARTICLE XI
Waiver of Notice
Whenever notice is required to be given by these Bylaws or by the Certificate of Incorporation or by law, a written waiver thereof, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice.
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ARTICLE XII
Bank Accounts, Drafts, Contracts, Etc.
SECTION 1. Bank Accounts and Drafts. In addition to such bank accounts as may be authorized by the Board, the President or any person designated by the President, whether or not an employee of the Corporation, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as he may deem necessary or appropriate, payments from such bank accounts to be made upon and according to the check of the Corporation in accordance with the written instructions of the President, or other person so designated by the President.
SECTION 2. Contracts. The Board may authorize any person or persons, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.
SECTION 3. Proxies; Powers of Attorney; Other Instruments. The Chairman, the President or any other person designated by either of them shall have the power and authority to execute and deliver proxies, powers of attorney and other instruments on behalf of the Corporation in connection with the rights and powers incident to the ownership of stock by the Corporation. The Chairman, the President or any other person authorized by proxy or power of attorney executed and delivered by either of them on behalf of the Corporation may attend and vote at any meeting of stockholders (or other equivalent body) of any company in which the Corporation may hold stock or other equity, and may exercise on behalf of the Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting, or otherwise as specified in the proxy or power of attorney so authorizing any such person. The Board, from time to time, may confer like powers upon any other person.
SECTION 4. Financial Reports. The Board may appoint the President or other fiscal officer or any other officer to cause to be prepared and furnished to stockholders entitled thereto any special financial notice and/or financial statement, as the case may be, which may be required by any provision of law.
ARTICLE XIII
Indemnification
SECTION 1. Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation. Subject to Section 3 of this Article XIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that such person is or was a Director or officer of the Corporation, or is or was a Director or officer of the Corporation serving at
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the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person's conduct was unlawful.
SECTION 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 3 of this Article XIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a Director or officer of the Corporation, or is or was a Director or officer of the Corporation serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
SECTION 3. Authorization of Indemnification. Any indemnification under this Article XIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former Director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article XIII, as the case may be. Such determination shall be made, with respect to a person who is a Director or officer at the time of such determination, (i) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such Directors designated by a majority vote of such Directors, even though less than a quorum, or (iii) if there are no such Directors, or if such Directors so direct, by independent legal counsel in a written opinion, or (iv) by the stockholders. Such determination shall be made, with respect to former Directors and
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officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former Director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.
SECTION 4. Good Faith Defined. For purposes of any determination under Section 3 of this Article XIII, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person's conduct was unlawful, if such person's action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or officers of another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article XIII, as the case may be.
SECTION 5. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article XIII, and notwithstanding the absence of any determination thereunder, any Director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 1 or Section 2 of this Article XIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the Director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article XIII, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article XIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the Director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the Director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.
SECTION 6. Expenses Payable in Advance. Subject to applicable law, expenses (including attorneys' fees) incurred by a Director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon
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receipt of an undertaking by or on behalf of such Director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article VIII. Subject to applicable law, such expenses (including attorneys’ fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.
SECTION 7. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article XIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Section 1 and Section 2 of this Article XIII shall be made to the fullest extent permitted by law. The provisions of this Article XIII shall not be deemed to preclude the indemnification of any person who is not specified in Section 1 or Section 2 of this Article XIII but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware, or otherwise.
SECTION 8. Insurance. To the extent any such person is not otherwise covered by an insurance policy maintained by a direct or indirect parent of the Corporation, the Corporation shall purchase and maintain insurance on behalf of any person who is or was a Director or officer of the Corporation, or is or was a Director or officer of the Corporation serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article XIII.
SECTION 9. Certain Definitions. For purposes of this Article XIII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its Directors or officers, so that any person who is or was a Director or officer of such constituent corporation, or is or was a Director or officer of such constituent corporation serving at the request of such constituent corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article XIII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. The term “another enterprise” as used in this Article XIII shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a Director, officer, employee or agent. For purposes of this Article XIII, references to
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“fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a Director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such Director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article XIII.
SECTION 10. Survival of lndemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article XIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.
SECTION 11. Limitation on Indemnification. Notwithstanding anything contained in this Article XIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 5 of this Article XIII), the Corporation shall not be obligated to indemnify any Director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of the Corporation.
SECTION 12. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article XIII to Directors and officers of the Corporation.
ARTICLE XIV
Amendments
The Board shall have power to adopt, amend or repeal these Bylaws. Bylaws adopted by the Board may be repealed or changed, and new bylaws made, by the stockholders, and the stockholders may prescribe that any bylaw made by them shall not be altered, amended or repealed by the Board.
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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/21/24 American Airlines Group Inc. 10-K 12/31/23 147:24M 2/24/23 American Airlines Group Inc. S-3ASR 2/24/23 10:1.5M Donnelley … Solutions/FA 2/22/23 American Airlines Group Inc. 10-K 12/31/22 141:46M 2/22/22 American Airlines Group Inc. 10-K 12/31/21 162:47M 2/17/21 American Airlines Group Inc. 10-K 12/31/20 160:42M |