1. |
The election of each of the following directors to hold office until the next Annual
General Meeting of the Company or otherwise pursuant to the Companys bye-laws:
|
Votes in Favor | Votes Against | Abstentions | ||||||||||
Erik G. Braathen
|
11,282,007 | 162,808 | 42,014 | |||||||||
Sean Donlon
|
11,281,806 | 163,019 | 42,004 | |||||||||
Joseph M. Donovan
|
11,306,806 | 138,019 | 42,004 | |||||||||
James Fantaci
|
11,272,761 | 174,976 | 39,092 | |||||||||
Susan M. Walton
|
11,193,626 | 252,549 | 40,654 |
2. |
The appointment of Ernst & Young LLP as the Companys independent auditors and
authorization for the Board of Directors (the Board) of the Company to determine the
auditors remuneration.
|
Votes in Favor | Votes Against | Abstentions | ||||||
11,371,961
|
83,695 | 31,173 |
3. |
The change of the Companys name to Fly Leasing Limited.
|
Votes in Favor | Votes Against | Abstentions | ||||||
11,313,876
|
119,861 | 53,092 |
4. |
The Amended and Restated Bye-laws of the Company (the Bye-laws) to (i) remove all
references to Babcock & Brown (as previously defined therein); (ii) remove the Companys
name wherever it appears in forms prescribed in the Bye-laws; (iii) provide that holders of
the Companys common shares may nominate candidates for election to the Board only when
holding five percent or more of the Companys issued common shares; and (iv) make other
minor clarifying and administrative changes.
|
Votes in Favor | Votes Against | Abstentions | ||||||
9,052,501
|
2,383,200 | 51,128 |
Exhibit | Title | |||
|
||||
99.1 |
Amended and Restated Bye-laws of Fly Leasing Limited
|
2
3
Fly Leasing Limited
(Registrant)
Date: June 30, 2010
By:
/s/ Colm Barrington
Colm Barrington
Chief Executive Officer and Director
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Fly Leasing Limited | Page 1 |
1. |
Definitions
|
1.1 |
In these Bye-laws, the following words and expressions shall, where not
inconsistent with the context, have the following meanings, respectively:
|
Act
|
the Companies Act 1981 as amended from time to time; | |
|
||
Affiliate
|
a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified; | |
|
||
Alternate Director
|
an alternate director appointed in accordance with these Bye-laws; | |
|
||
Auditor
|
includes an individual or partnership; | |
|
||
Board
|
the board of directors appointed or elected pursuant to these Bye-laws and acting by resolution in accordance with the Act and these Bye-laws or the directors present at a meeting of directors at which there is a quorum; | |
|
||
Company
|
the company for which these Bye-laws are approved and confirmed; | |
|
||
Company Group
|
means (1) the Company, (2) Subsidiaries of the Company and (3) Affiliates of the Company in which the Company or any of its Subsidiaries has a direct or indirect ownership interest; | |
|
||
Competitor
|
means any of the following Persons: | |
|
||
|
(a) any of the following Persons (or any of their respective Affiliates) and their respective successors and assigns: | |
|
||
|
(1) GE Commercial Aviation Services Limited; | |
|
||
|
(2) International Lease Finance Corporation; |
1
Fly Leasing Limited | Page 2 |
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(3) AerCap B.V.; | |
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|
(4) Aircastle Advisor LLC; | |
|
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|
(5) Air Lease Corp; | |
|
||
|
(6) Allco Finance Group; | |
|
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|
(7) Aviation Capital Group; | |
|
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(8) Apollo Aviation; | |
|
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|
(9) Avolon; | |
|
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(10) AWAS; | |
|
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(11) Bank of China Aviation; | |
|
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(12) BCI Aircraft Leasing, Inc.; | |
|
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(13) Boeing Capital Corporation; | |
|
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(14) Bravia Capital Partners; | |
|
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(15) CIT Group Inc.; | |
|
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(16) Green Stone Aviation; | |
|
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(17) Macquarie Bank Limited; | |
|
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(18) ORIX Aviation Systems Limited; | |
|
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|
(19) Standard Chartered; | |
|
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(20) RBS Aviation Capital; | |
|
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|
(21) RPK Capital Management; | |
|
||
|
(22) Sumisho Aircraft Asset Management B.V.; | |
|
||
|
(23) Jackson Square Aviation; | |
|
||
|
(24) Tombo Aviation; and | |
|
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|
(25) Vx Capital Partners; | |
|
||
|
(b) any other Person (or any Affiliate thereof) (other than the Manager and its Affiliates) that, together with its Affiliates, has consolidated aircraft leasing-related revenues or aircraft- or engine manufacturing-related revenues of more than $200 million for its most recently completed fiscal year; or | |
|
||
|
(c) any other Person which beneficially owns 15% or more of the voting securities of any Person identified in the foregoing clauses (a) or (b)(other than the Manager and its Affiliates); |
2
Fly Leasing Limited | Page 3 |
Controlled Shares
|
has the meaning assigned in Bye-law 77.1; | |
|
||
Director
|
a director of the Company and shall include an Alternate Director; | |
|
||
Fair Market Value
|
means a price equal to no less than the lesser of: | |
|
||
|
(a) the volume weighted average trading price of a Common Share of the Company (or an American Depositary Share or other beneficial interest representing a Common Share of the Company) on the principal exchange or over-the-counter market on which Common Shares of the Company (or American Depositary Shares or other beneficial interests representing Common Shares of the Company) are then listed or traded over the twenty consecutive trading days immediately preceding (but not including) the date on which the applicable Competitor acquired beneficial ownership or control, directly or indirectly, of 15% or more of the issued and outstanding Common Shares of the Company, or if such average price is not available, the Boards reasonable determination of the fair market value of a Common Share of the Company (or an American Depositary Share or other beneficial interest representing a Common Share of the Company) on such date of acquisition; and |
3
Fly Leasing Limited | Page 4 |
|
(b) the volume weighted average trading price of a Common Share of the Company (or an American Depositary Share or other beneficial interest representing a Common Share of the Company) on the principal exchange or over-the-counter market on which Common Shares of the Company (or American Depositary Shares or other beneficial interests representing Common Shares of the Company) are then listed or traded over the five consecutive trading days immediately preceding (but not including) the date on which the Competitor Notice is sent to the applicable Competitor pursuant to Bye-law 77, or if such average price is not available, the Boards reasonable determination of the fair market value of a Common Share of the Company (or an American Depositary Share or other beneficial interest representing a Common Share of the Company) on such date that the Competitor Notice is sent; | |
|
||
Independent Director
|
a person that meets the definition of independent director under the Listing Rules of the New York Stock Exchange; | |
|
||
Management Agreement
|
the management agreement entered into between the Company and the Manager; | |
|
||
Manager
|
Babcock & Brown Air Management Co. Limited or any successor; | |
|
||
Member
|
the person registered in the Register of Members as the holder of shares in the Company and, when two or more persons are so registered as joint holders of shares, means the person whose name stands first in the Register of Members as one of such joint holders or all of such persons, as the context so requires; | |
|
||
notice
|
written notice as further provided in these Bye-laws unless otherwise specifically stated; |
4
Fly Leasing Limited | Page 5 |
|
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Officer
|
any person appointed by the Board to hold an office in the Company; | |
|
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Person
|
any individual, firm, corporation, limited liability company, partnership, trust, body of persons, joint venture, governmental authority or other entity, and shall include any successor (by merger or otherwise) of such entity; | |
|
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Premium Price
|
a price per share equal to the sum of the price per share arrived at pursuant to clause (a) of the definition of Fair Market Value plus a premium representing the benefit of acquiring control of the Company; | |
|
||
Register of Directors and Officers
|
the register of directors and officers referred to in these Bye-laws; | |
|
||
Register of Members
|
the register of members referred to in these Bye-laws; | |
|
||
Resident Representative
|
any person appointed to act as resident representative and includes any deputy or assistant resident representative; | |
|
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Secretary
|
the person appointed to perform any or all of the duties of secretary of the Company and includes any deputy or assistant secretary and any person appointed by the Board to perform any of the duties of the Secretary; and |
5
Fly Leasing Limited | Page 6 |
|
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Subsidiary
|
of any Person means a corporation, company, common law or statutory trust or other entity (i) more than 50% of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture or unincorporated association), but more than 50% of whose ownership interest representing the right to make decisions for such other entity is, now or hereafter owned or controlled, directly or indirectly, by such Person, but such corporation, company, common law or statutory trust or other entity shall be deemed to be a Subsidiary only so long as such ownership or control exists; and | |
|
||
Treasury Share
|
a share of the Company that was or is treated as having been acquired and held by the Company and has been held continuously by the Company since it was so acquired and has not been cancelled. |
1.2 |
In these Bye-laws, where not inconsistent with the context:
|
(a) |
words denoting the plural number include the singular number and
vice versa;
|
(b) |
words denoting the masculine gender include the feminine and neuter
genders;
|
(c) |
words importing persons include companies, associations or bodies
of persons whether corporate or not;
|
(d) |
the words:
|
(i) |
may shall be construed as permissive; and
|
(ii) |
shall shall be construed as imperative; and
|
(e) |
unless otherwise provided herein, words or expressions defined in
the Act shall bear the same meaning in these Bye-laws.
|
1.3 |
In these Bye-laws expressions referring to writing or its cognates shall, unless
the contrary intention appears, include facsimile, printing, lithography, photography,
electronic mail and other modes of representing words in visible form.
|
1.4 |
Headings used in these Bye-laws are for convenience only and are not to be used
or relied upon in the construction hereof.
|
6
Fly Leasing Limited | Page 7 |
2. |
Power to Issue Shares
|
2.1 |
Subject to these Bye-laws and to any resolution of the Members to the contrary,
and without prejudice to any special rights previously conferred on the holders of any
existing shares or class of shares, the Board shall have the power to issue any unissued
shares of the Company on such terms and conditions as it may determine.
|
2.2 |
Without limitation to the provisions of Bye-law 4, subject to the provisions of
the Act, any preference shares may be issued or converted into shares that (at a
determinable date or at the option of the Company or the holder) are liable to be
redeemed on such terms and in such manner as may be determined by the Board (before the
issue or conversion).
|
3. |
Power of the Company to Purchase its Shares
|
3.1 |
The Company may purchase its own shares for cancellation or acquire them as
Treasury Shares in accordance with the Act on such terms as the Board shall think fit.
|
3.2 |
The Board may exercise all the powers of the Company to purchase all or any part
of its own shares in accordance with the Act.
|
4. |
Rights Attaching to Shares
|
4.1 |
At the date these Bye-laws are adopted, the share capital of the Company shall be
divided into two classes of shares as follows:
|
(a) |
499,999,900 common shares of par value US$0.001 each (the Common
Shares); and
|
(b) |
100 shares of par value US$0.001 each (the Manager Shares).
|
4.2 |
The holders of Common Shares shall, subject to the provisions of these Bye-laws
(including, without limitation, the rights attaching to any Preference Shares from time
to time):
|
(a) |
be entitled to one vote per share;
|
(b) |
be entitled to such dividends as the Board may from time to time
declare;
|
7
Fly Leasing Limited | Page 8 |
(c) |
in the event of a winding-up or dissolution of the Company, whether
voluntary or involuntary or for the purpose of a reorganisation or otherwise or
upon any distribution of capital, be entitled to the surplus assets of the
Company; and
|
(d) |
generally be entitled to enjoy all of the rights attaching to
shares.
|
4.3 |
The Manager Shares shall, subject to the provisions of these Bye-laws and for so
long as the Management Agreement has not been terminated, have the following rights:
|
(a) |
Have the right to appoint persons to serve as Directors as
described in Bye-law 36.5; and
|
(b) |
Where the Manager is a holder of Manager Shares, be entitled to
receive notice of and to attend general meetings of the Company if such general
meeting is called for the purpose of considering an amendment to Bye-law 44.2 and
at such a general meeting, to vote as a separate class of shares in respect of
any such amendment.
|
4.4 |
Upon the termination of the Management Agreement, the Company shall, subject to
Section 42 of the Act, immediately redeem all of the Manager Shares for their par value
and upon such redemption the Manager Shares shall be cancelled and shall not be
re-issued.
|
4.5 |
The Board is authorised to divide and/or to sub-divide the share capital of the
Company from time to time to provide for the issuance of one or more series of
preference shares of a par value to be determined (the Preference Shares) in one or
more series, and to establish from time to time the number of shares to be included in
each such series, and to fix the designation, powers, preferences and rights of the
shares of each such series and the qualifications, limitations, or restrictions thereof
(and, for the avoidance of doubt, such matters and the issuance of such Preference
Shares shall not be deemed to vary the rights attached to the Common Shares or, subject
to the terms of any other series of Preference Shares, to vary the rights attached to
any other series of Preference Shares). The authority of the Board with respect to each
series shall include, but not be limited to, determination of the following:
|
(a) |
the number of shares constituting that series and the distinctive
designation of that series;
|
8
Fly Leasing Limited | Page 9 |
(b) |
the dividend rate on the shares of that series, whether dividends
shall be cumulative and, if so, from which date or dates, and the relative rights
of priority, if any, of the payment of dividends on shares of that series;
|
(c) |
whether that series shall have voting rights, in addition to the
voting rights provided by law, and if so, the terms of such voting rights;
|
(d) |
whether that series shall have conversion or exchange privileges
(including, without limitation, conversion into Common Shares), and, if so, the
terms and conditions of such conversion or exchange, including provision for
adjustment of the conversion or exchange rate in such events as the Board shall
determine;
|
(e) |
whether or not the shares of that series shall be redeemable or
repurchaseable, and, if so, the terms and conditions of such redemption or
repurchase, including the manner of selecting shares for redemption or repurchase
if less than all shares are to be redeemed or repurchased, the date or dates upon
or after which they shall be redeemable or repurchaseable, and the amount per
share payable in case of redemption or repurchase, which amount may vary under
different conditions and at different redemption or repurchase dates;
|
(f) |
whether that series shall have a sinking fund for the redemption or
repurchase of shares of that series, and, if so, the terms and amount of such
sinking fund;
|
(g) |
the right of the shares of that series to the benefit of conditions
and restrictions upon the creation of indebtedness of the Company or any
subsidiary, upon the issue of any additional shares (including additional shares
of such series or any other series) and upon the payment of dividends or the
making of other distributions on, and the purchase, redemption or other
acquisition by the Company or any subsidiary of any issued shares of the Company;
|
9
Fly Leasing Limited | Page 10 |
(h) |
the rights of the shares of that series in the event of voluntary
or involuntary liquidation, dissolution or winding up of the Company, and the
relative rights of priority, if any, of payment in respect of shares of that
series; and
|
(i) |
any other relative participating, optional or other special rights,
qualifications, limitations or restrictions of that series.
|
4.6 |
Any Preference Shares of any series which have been redeemed (whether through the
operation of a sinking fund or otherwise) or which, if convertible or exchangeable, have
been converted into or exchanged for shares of any other class or classes shall have the
status of authorised and unissued Preference Shares of the same series and may be
reissued as a part of the series of which they were originally a part or may be
reclassified and reissued as part of a new series of Preference Shares to be created by
resolution or resolutions of the Board or as part of any other series of Preference
Shares, all subject to the conditions and the restrictions on issuance set forth in the
resolution or resolutions adopted by the Board providing for the issue of any series of
Preference Shares.
|
4.7 |
At the discretion of the Board, whether or not in connection with the issuance
and sale of any shares or other securities of the Company, the Company may issue
securities, contracts, warrants or other instruments evidencing any shares, option
rights, securities having conversion or option rights, or obligations on such terms,
conditions and other provisions as are fixed by the Board, including, without limiting
the generality of this authority, conditions that preclude or limit any person or
persons owning or offering to acquire a specified number or percentage of the issued
Common Shares, other shares, option rights, securities having conversion or option
rights, or obligations of the Company or transferee of the person or persons from
exercising, converting, transferring or receiving the shares, option rights, securities
having conversion or option rights, or obligations.
|
4.8 |
All the rights attaching to a Treasury Share shall be suspended and shall not be
exercised by the Company while it holds such Treasury Share and, except where required
by the Act, all Treasury Shares shall be excluded from the calculation of any percentage
or fraction of the share capital, or shares, of the Company.
|
10
Fly Leasing Limited | Page 11 |
5. |
Calls on Shares
|
5.1 |
The Board may make such calls as it thinks fit upon the Members in respect of any
monies (whether in respect of nominal value or premium) unpaid on the shares allotted to
or held by such Members (and not made payable at fixed times by the terms and conditions
of issue) and, if a call is not paid on or before the day appointed for payment thereof,
the Member may at the discretion of the Board be liable to pay the Company interest on
the amount of such call at such rate as the Board may determine, from the date when such
call was payable up to the actual date of payment. The Board may differentiate between
the holders as to the amount of calls to be paid and the times of payment of such calls.
|
5.2 |
Any sum which by the terms of allotment of a share becomes payable upon issue or
at any fixed date, whether on account of the nominal value of the share or by way of
premium, shall for all the purposes of these Bye-laws be deemed to be a call duly made
and payable, on the date on which, by the terms of issue, the same becomes payable, and
in case of non-payment all the relevant provisions of these Bye-laws as to payment of
interest, costs, charges and expenses, forfeiture or otherwise shall apply as if such
sum had become payable by virtue of a call duly made and notified.
|
5.3 |
The joint holders of a share shall be jointly and severally liable to pay all
calls in respect thereof.
|
5.4 |
The Company may accept from any Member the whole or a part of the amount
remaining unpaid on any shares held by him, although no part of that amount has been
called up.
|
11
Fly Leasing Limited | Page 12 |
7.1 |
If any Member fails to pay, on the day appointed for payment thereof, any call in
respect of any share allotted to or held by such Member, the Board may, at any time
thereafter during such time
as the call remains unpaid, direct the Secretary to forward such Member a notice in
writing in the form, or as near thereto as circumstances admit, of the following:
|
7.2 |
If the requirements of such notice are not complied with, any such share may at
any time thereafter before the payment of such call and the interest due in respect
thereof be forfeited by a resolution of the Board to that effect, and such share shall
thereupon become the property of the Company and may be disposed of as the Board shall
determine.
|
7.3 |
A Member whose share or shares have been forfeited as aforesaid shall,
notwithstanding such forfeiture, be liable to pay to the Company all calls owing on such
share or shares at the time of the forfeiture and all interest due thereon.
|
7.4 |
The Board may accept the surrender of any shares which it is in a position to
forfeit on such terms and conditions as may be agreed. Subject to those terms and
conditions, a surrendered share shall be treated as if it had been forfeited.
|
8. |
Share Certificates
|
8.1 |
Every Member shall be entitled to a certificate under the seal of the Company or
bearing the signature (or a facsimile thereof) of a Director or Secretary or a person
expressly authorized to sign specifying the number and, where appropriate, the class of
shares held by such Member and whether the same are fully paid up and, if not,
specifying the amount paid on such shares. The
Board may by resolution determine, either generally or in a particular case, that any
or all signatures on certificates may be printed thereon or affixed by mechanical
means.
|
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Fly Leasing Limited | Page 13 |
8.2 |
The Company shall be under no obligation to complete and deliver a share
certificate unless specifically called upon to do so by the person to whom the shares
have been allotted.
|
8.3 |
If any share certificate shall be proved to the satisfaction of the Board to have
been worn out, lost, mislaid, or destroyed the Board may cause a new certificate to be
issued and request an indemnity for the lost certificate if it sees fit.
|
(a) |
the Directors shall, subject always to the Act and any other
applicable laws and regulations and the facilities and requirements of any
relevant system concerned, have power to implement any arrangements they may, in
their absolute discretion, think fit in relation to the evidencing of title to
and transfer of uncertificated shares and to the extent such arrangements are so
implemented, no provision of these Bye-laws shall apply or have effect to the
extent that it is in any respect inconsistent with the holding or transfer of
shares in uncertificated form; and
|
(b) |
unless otherwise determined by the Directors and as permitted by
the Act and any other applicable laws and regulations, no person shall be
entitled to receive a certificate in respect of any share for so long as the
title to that share is evidenced otherwise than by a certificate and for so long
as transfers of that share may be made otherwise than by a written instrument.
|
9. |
Fractional Shares
|
13
Fly Leasing Limited | Page 14 |
10. |
Register of Members
|
10.1 |
The Board shall cause to be kept in one or more books a Register of Members and
shall enter therein the particulars required by the Act.
|
10.2 |
The Register of Members shall be open to inspection without charge at the
registered office of the Company on every business day, subject to such reasonable
restrictions as the Board may impose, so that not less than two hours in each business
day be allowed for inspection. The Register of Members may, after notice has been given
in accordance with the Act, be closed for any time or times not exceeding in the whole
thirty days in each year.
|
11. |
Registered Holder Absolute Owner
|
12. |
Transfer of Registered Shares
|
12.1 |
An instrument of transfer shall be in writing in the form of the following, or as
near thereto as circumstances admit, or in such other form as the Board may accept:
|
Signed by:
|
In the presence of: | |
|
||
|
||
Transferor
|
Witness | |
|
||
|
||
Transferee
|
Witness |
14
Fly Leasing Limited | Page 15 |
12.2 |
Such instrument of transfer shall be signed by or on behalf of the transferor and
transferee, provided that, in the case of a fully paid share, the Board may accept the
instrument signed by or on behalf of the transferor alone. The transferor shall be
deemed to remain the holder of such share until the same has been transferred to the
transferee in the Register of Members.
|
12.3 |
The Board may refuse to recognise any instrument of transfer unless it is
accompanied by the certificate in respect of the shares to which it relates and by such
other evidence as the Board may reasonably require to show the right of the transferor
to make the transfer.
|
12.4 |
The joint holders of any share may transfer such share to one or more of such
joint holders, and the surviving holder or holders of any share previously held by them
jointly with a deceased Member may transfer any such share to the executors or
administrators of such deceased Member.
|
12.5 |
The Board may in its absolute discretion and without assigning any reason
therefor refuse to register the transfer of a share which is not fully paid. The Board
shall refuse to register a transfer unless all applicable consents, authorisations and
permissions of any governmental body or agency in Bermuda have been obtained. If the
Board refuses to register a transfer of any share the Secretary shall, within three
months after the date on which the transfer was lodged with the Company, send to the
transferor and transferee notice of the refusal.
|
12.6 |
Shares may be transferred without a written instrument if transferred by an
appointed agent or otherwise in accordance with the Act.
|
13. |
Transmission of Registered Shares
|
13.1 |
In the case of the death of a Member, the survivor or survivors where the
deceased Member was a joint holder, and the legal personal representatives of the
deceased Member where the deceased Member was a sole holder, shall be the only persons
recognised by the Company as having any title to the deceased Members interest in the
shares. Nothing herein contained shall release the estate of a deceased joint holder
from any liability in respect of any share which had been jointly held by such deceased
Member with other persons. Subject to the provisions of the Act, for the purpose of
this Bye-law, legal personal representative means the executor or administrator of a
deceased Member or such other person as the Board may, in its absolute discretion,
decide as being properly authorised to deal with the shares of a deceased Member.
|
15
Fly Leasing Limited | Page 16 |
13.2 |
Any person becoming entitled to a share in consequence of the death or bankruptcy
of any Member may be registered as a Member upon such evidence as the Board may deem
sufficient or may elect to nominate some person to be registered as a transferee of such
share, and in such case the person becoming entitled shall execute in favour of such
nominee an instrument of transfer in writing in the form, or as near thereto as
circumstances admit, of the following:
|
Signed by:
|
In the presence of: | |
|
||
|
||
Transferor
|
Witness | |
|
||
|
||
Transferee
|
Witness |
13.3 |
On the presentation of the foregoing materials to the Board, accompanied by such
evidence as the Board may require to prove the title of the transferor, the transferee
shall be registered as a Member. Notwithstanding the foregoing, the Board shall, in any
case, have the same right to decline or suspend registration as it would have had in the
case of a transfer of the share by that Member before such Members death or bankruptcy,
as the case may be.
|
13.4 |
Where two or more persons are registered as joint holders of a share or shares,
then in the event of the death of any joint holder or holders the remaining joint holder
or holders shall be
absolutely entitled to the said share or shares and the Company shall recognise no
claim in respect of the estate of any joint holder except in the case of the last
survivor of such joint holders.
|
16
Fly Leasing Limited | Page 17 |
14. |
Power to Alter Capital
|
14.1 |
The Company may if authorised by resolution of the Board increase, divide,
consolidate, subdivide, change the currency denomination of, diminish or otherwise alter
or reduce its share capital in any manner permitted by the Act.
|
14.2 |
Where, on any alteration or reduction of share capital, fractions of shares or
some other difficulty would arise, the Board may deal with or resolve the same in such
manner as it thinks fit.
|
15. |
Variation of Rights Attaching to Shares
|
17
Fly Leasing Limited | Page 18 |
16. |
Dividends
|
16.1 |
The Board may, subject to these Bye-laws and in accordance with the Act, declare
a dividend to be paid to the Members, in proportion to the number of shares held by
them, and such dividend may be paid in cash or wholly or partly in specie in which case
the Board may fix the value for
distribution in specie of any assets. No unpaid dividend shall bear interest as
against the Company.
|
16.2 |
The Board may fix any date as the record date for determining the Members
entitled to receive any dividend.
|
16.3 |
The Company may pay dividends in proportion to the amount paid up on each share
where a larger amount is paid up on some shares than on others.
|
16.4 |
The Board may declare and make such other distributions (in cash or in specie) to
the Members as may be lawfully made out of the assets of the Company. No unpaid
distribution shall bear interest as against the Company.
|
17. |
Power to Set Aside Profits
|
18. |
Method of Payment
|
18.1 |
Any dividend or other monies payable in respect of a share may be paid by cheque
or warrant sent through the post directed to the address of the Member in the Register
of Members (in the case of joint Members, the senior joint holder, seniority being
determined by the order in which the names stand in the Register of Members), or by
direct transfer to such bank account as such Member may direct. Every such cheque shall
be made payable to the order of the person to whom it is sent or to such persons as the
Member may direct, and payment of the cheque or warrant shall be a good discharge to the
Company. Every such cheque or warrant shall be sent at the risk of the person entitled
to the money represented thereby. If two or more persons are registered as joint holders
of any shares any one can give an effectual receipt for any dividend paid in respect of
such shares.
|
18.2 |
The Board may deduct from the dividends or distributions payable to any Member
all monies due from such Member to the Company on account of calls or otherwise.
|
18
Fly Leasing Limited | Page 19 |
18.3 |
Any dividend and or other monies payable in respect of a share which has remained
unclaimed for 6 years from the date when it became due for payment shall, if the Board
so resolves, be forfeited and cease to remain owing by the Company, in which event the
Company shall have the right to retain such dividend or other moneys. The payment of
any unclaimed dividend or other moneys payable in respect of a share may (but need not)
be paid by the Company into an account separate from the Companys own account. Such
payment shall not constitute the Company a trustee in respect thereof.
|
18.4 |
The Company shall be entitled to cease sending dividend cheques and warrants by
post or otherwise, or making electronic transfers, to a Member if those instruments have
been returned undelivered to, or left uncashed by, or have not been accepted for
electronic transfer by, that Member on at least two consecutive occasions, or, following
one such occasion, reasonable enquiries have failed to establish the Members new
address or account details. The entitlement conferred on the Company by this Bye-law
18.4 in respect of any Member shall cease if the Member claims a dividend or cashes a
dividend cheque or warrant or electronic transfer to such Member is successful.
|
19. |
Capitalisation
|
19.1 |
The Board may resolve to capitalise any sum for the time being standing to the
credit of any of the Companys share premium or other reserve accounts or to the credit
of the profit and loss account or otherwise available for distribution by applying such
sum in paying up unissued shares to be allotted as fully paid bonus shares pro-rata
(except in connection with the conversion of shares of one class to shares of another
class) to the Members.
|
19.2 |
The Board may resolve to capitalise any sum for the time being standing to the
credit of a reserve account or sums otherwise available for dividend or distribution by
applying such amounts in paying up in full partly paid or nil paid shares of those
Members who would have been entitled to such sums if they were distributed by way of
dividend or distribution.
|
19
Fly Leasing Limited | Page 20 |
20. |
Annual General Meetings
|
21. |
Special General Meetings
|
22. |
Requisitioned General Meetings
|
23. |
Notice
|
23.1 |
At least 10 days notice of an annual general meeting shall be given to each
Member entitled to attend and vote thereat, stating the date, place and time at which
the meeting is to be held, that the election of Directors will take place thereat, and
as far as practicable, the other business to be conducted at the meeting.
|
23.2 |
At least 10 days notice of a special general meeting shall be given to each
Member entitled to attend and vote thereat, stating the date, time, place and the
general nature of the business to be considered at the meeting.
|
23.3 |
The Board may fix any date as the record date for determining the Members
entitled to receive notice of and to vote at any general meeting of the Company.
|
23.4 |
A general meeting of the Company shall, notwithstanding that it is called on
shorter notice than that specified in these Bye-laws, be deemed to have been properly
called if it is so agreed by (i) all the Members entitled to attend and vote thereat in
the case of an annual general meeting; and (ii) by a majority in number of the Members
having the right to attend and vote at the meeting, being a majority together holding
not less than 95% in nominal value of the shares giving a right to attend and vote
thereat in the case of a special general meeting.
|
20
Fly Leasing Limited | Page 21 |
23.5 |
The accidental omission to give notice of a general meeting to, or the
non-receipt of a notice of a general meeting by, any person entitled to receive notice
shall not invalidate the proceedings at that meeting.
|
24. |
Giving Notice
|
24.1 |
A notice may be given by the Company to any Member either by delivering it to
such Member in person or by sending it to such Members address in the Register of
Members or to such other address given for the purpose. For the purposes of this
Bye-law, a notice may be sent by letter mail, courier service, cable, telex, telecopier,
facsimile, electronic mail or other mode of representing words in a legible form.
|
24.2 |
Any notice required to be given to a Member shall, with respect to any shares
held jointly by two or more persons, be given to whichever of such persons is named
first in the Register of Members and notice so given shall be sufficient notice to all
the holders of such shares.
|
24.3 |
Save as provided by Bye-law 24.4, any notice shall be deemed to have been served
at the time when the same would be delivered in the ordinary course of transmission and,
in proving such service, it shall be sufficient to prove that the notice was properly
addressed and prepaid, if posted, at the time when it was posted, delivered to the
courier or to the cable company or transmitted by telex, facsimile, electronic mail, or
such other method as the case may be.
|
24.4 |
Mail notice shall be deemed to have been served seven days after the date on
which it is deposited, with postage prepaid, in the mail of any member state of the
European Union, the United States, or Bermuda.
|
24.5 |
The Company shall be under no obligation to send a notice or other document to
the address shown for any particular Member in the Register of Members if the Board
considers that the legal or practical problems under the laws of, or the requirements of
any regulatory body or stock exchange in, the territory in which that address is
situated are such that it is necessary or expedient not to send the notice or document
concerned to such Member at such address and may require a Member with such an address
to provide the Company with an alternative acceptable address for delivery of notices by
the Company.
|
21
Fly Leasing Limited | Page 22 |
25. |
Postponement or Cancellation of General Meeting
|
26. |
Attendance and Security at General Meetings
|
26.1 |
Members may participate in any general meeting by means of such telephone,
electronic or other communication facilities or means as permit all persons
participating in the meeting to communicate with each other simultaneously and
instantaneously, and participation in such a meeting shall constitute presence in person
at such meeting.
|
26.2 |
The Board may, and at any general meeting, the chairman of such meeting may make
any arrangement and impose any requirement or restriction it or he considers appropriate
to ensure the security of a general meeting including, without limitation, requirements
for evidence of identity to be produced by those attending the meeting, the searching of
their personal property and the restriction of items that may be taken into the meeting
place. The Board and, at any general meeting, the chairman of such meeting are entitled
to refuse entry to a person who refuses to comply with any such arrangements,
requirements or restrictions.
|
27. |
Quorum at General Meetings
|
27.1 |
At any general meeting of the Company two or more persons present in person at
the start of the meeting and representing in person or by proxy in excess of 25% of the
total issued voting shares in the Company shall form a quorum for the transaction of
business.
|
27.2 |
If within half an hour from the time appointed for the meeting a quorum is not
present, then, in the case of a meeting convened on a requisition, the meeting shall be
deemed cancelled and, in any other case, the meeting shall stand adjourned to the same
day one week later, at the same time and place or to such other day, time or place as
the Secretary may determine. If the meeting
shall be adjourned to the same day one week later or the Secretary shall determine
that the meeting is adjourned to a specific date, time and place, it is not necessary
to give notice of the adjourned meeting other than by announcement at the meeting
being adjourned. If the Secretary shall determine that the meeting be adjourned to an
unspecified date, time or place, fresh notice of the resumption of the meeting shall
be given to each Member entitled to attend and vote thereat in accordance with the
provisions of these Bye-laws.
|
22
Fly Leasing Limited | Page 23 |
28. |
Chairman to Preside
|
29. |
Voting on Resolutions
|
29.1 |
Subject to the provisions of the Act and these Bye-laws (including, without
limitation, Bye-laws 4.3, 36.3 and 77), any question proposed for the consideration of
the Members at any general meeting shall be decided by the affirmative votes of a
majority of the votes cast in accordance with the provisions of these Bye-laws and in
the case of an equality of votes the resolution shall fail.
|
29.2 |
No Member shall be entitled to vote at a general meeting unless such Member has
paid all the calls on all shares held by such Member.
|
29.3 |
At any general meeting a resolution put to the vote of the meeting shall, in the
first instance, be voted upon by a show of hands and, subject to any rights or
restrictions for the time being lawfully attached to any class of shares and subject to
the provisions of these Bye-laws (including, without limitation, Bye-laws 4.3, 36.3 and
77), every Member present in person and every person holding a valid proxy at such
meeting shall be entitled to one vote and shall cast such vote by raising his or her
hand.
|
29.4 |
In the event that a Member participates in a general meeting by telephone,
electronic or other communications facilities or means, the chairman of the meeting
shall direct the manner in which such Member may cast his vote on a show of hands.
|
23
Fly Leasing Limited | Page 24 |
29.5 |
At any general meeting if an amendment shall be proposed to any resolution under
consideration and the chairman of the meeting shall rule on whether the proposed
amendment is out of order, the proceedings on the substantive resolution shall not be
invalidated by any error in such ruling.
|
29.6 |
At any general meeting a declaration by the chairman of the meeting that a
question proposed for consideration has, on a show of hands, been carried, or carried
unanimously, or by a particular majority, or lost, and an entry to that effect in a book
containing the minutes of the proceedings of the Company shall, subject to the
provisions of these Bye-laws, be conclusive evidence of that fact.
|
30. |
Power to Demand a Vote on a Poll
|
30.1 |
Notwithstanding the foregoing, a poll may be demanded by any of the following
persons:
|
(a) |
the chairman of such meeting; or
|
(b) |
at least three Members present in person or represented by proxy;
or
|
(c) |
any Member or Members present in person or represented by proxy and
holding between them not less than one-tenth of the total voting rights of all
the Members having the right to vote at such meeting; or
|
(d) |
any Member or Members present in person or represented by proxy
holding shares in the Company conferring the right to vote at such meeting, being
shares on which an aggregate sum has been paid up equal to not less than
one-tenth of the total sum paid up on all such shares conferring such right.
|
30.2 |
Where a poll is demanded, subject to any rights or restrictions for the time
being lawfully attached to any class of shares, every person present at such meeting
shall have one vote for each share of which such person is the holder or for which such
person holds a proxy and such vote shall be counted by ballot as described herein, or in
the case of a general meeting at which one or more Members are present by telephone,
electronic or other communications facilities or means, in such manner as the chairman
of the meeting may direct and the result of such poll shall be deemed to be the
resolution of the meeting at which the poll was demanded and shall replace any previous
resolution upon the same matter which has been the subject of a show of hands. A
person entitled to more than one vote need not use all his votes or cast all the votes
he uses in the same way.
|
24
Fly Leasing Limited | Page 25 |
30.3 |
A poll demanded for the purpose of electing a chairman of the meeting or on a
question of adjournment shall be taken forthwith and a poll demanded on any other
question shall be taken in such manner and at such time and place at such meeting as the
chairman (or acting chairman) of the meeting may direct and any business other than that
upon which a poll has been demanded may be proceeded with pending the taking of the
poll.
|
30.4 |
Where a vote is taken by poll, each person present and entitled to vote shall be
furnished with a ballot paper on which such person shall record his vote in such manner
as shall be determined at the meeting having regard to the nature of the question on
which the vote is taken, and each ballot paper shall be signed or initialed or otherwise
marked so as to identify the voter and the registered holder in the case of a proxy.
Each person present by telephone, electronic or other communications facilities or means
shall cast his vote in such manner as the chairman shall direct. At the conclusion of
the poll, the ballot papers shall be examined and counted by one or more inspectors of
votes appointed by the chairman of the Board for the purpose and the result of the poll
shall be declared by the chairman.
|
31. |
Voting by Joint Holders of Shares
|
32. |
Instrument of Proxy
|
32.1 |
A Member may appoint a proxy by (a) an instrument appointing a proxy in writing
in substantially the following form or such other form as the Board may determine from
time to time:
|
25
Fly Leasing Limited | Page 26 |
32.2 |
The appointment of a proxy must be received by the Company at the registered
office or at such other place or in such manner as is specified in the notice convening
the meeting or in any instrument of proxy sent out by the Company in relation to the
meeting at which the person named in the appointment proposes to vote, and an
appointment of proxy which is not received in the manner so permitted shall be invalid.
|
32.3 |
A Member who is the holder of two or more shares may appoint more than one proxy
to represent him and vote on his behalf.
|
32.4 |
The decision of the chairman of any general meeting as to the validity of any
appointment of a proxy shall be final.
|
33. |
Representation of Corporate Member
|
33.1 |
A corporation which is a Member may, by written instrument, authorize such person
or persons as it thinks fit to act as its representative at any meeting of the Members
and any person so authorized shall be entitled to exercise the same powers on behalf of
the corporation which such person represents as that corporation could exercise if it
were an individual Member, and that Member shall be deemed to be present in person at
any such meeting attended by its authorized representative or representatives.
|
33.2 |
Notwithstanding the foregoing, the chairman of the meeting may accept such
assurances as he thinks fit as to the right of any person to attend and vote at general
meetings on behalf of a corporation which is a Member.
|
26
Fly Leasing Limited | Page 27 |
34. |
Adjournment of General Meeting
|
34.1 |
The chairman of any general meeting at which a quorum is present may with the
consent of Members holding a majority of the voting rights of those Members present in
person or by proxy (and shall if so directed by Members holding a majority of the voting
rights of those Members present in person or by proxy), adjourn the meeting.
|
34.2 |
In addition, the chairman may adjourn the meeting to another time and place
without such consent or direction if it appears to him that:
|
(a) |
it is likely to be impracticable to hold or continue that meeting
because of the number of Members wishing to attend who are not present; or
|
(b) |
the unruly conduct of persons attending the meeting prevents, or is
likely to prevent, the orderly continuation of the business of the meeting; or
|
(c) |
an adjournment is otherwise necessary so that the business of the
meeting may be properly conducted.
|
34.3 |
Unless the meeting is adjourned to a specific date, place and time announced at
the meeting being adjourned, fresh notice of the date, place and time for the resumption
of the adjourned meeting shall be given to each Member entitled to attend and vote
thereat in accordance with the provisions of these Bye-laws.
|
35. |
Directors Attendance at General Meetings
|
36. |
Election of Directors
|
36.1 |
The Board shall consist of such number of Directors being not less than two
Directors and not more than such maximum number of Directors, not exceeding fifteen
Directors, as the Board may from time to time determine.
|
27
Fly Leasing Limited | Page 28 |
36.2 |
Only persons who are proposed or nominated in accordance with this Bye-law shall
be eligible for election as Directors. Any Member holding at least five percent (5%)
of the Common Shares or the Board may propose any person for election as a Director.
Where any person, other than a Director retiring at the meeting or a person proposed for
re-election or election as a Director by the Board, is to be proposed for election as a
Director, notice must be given to the Company of the intention to propose him and of his
willingness to serve as a Director. Where a Director is to be elected at an annual
general meeting, that notice must be given not less than 90 days nor more than 120 days
before the anniversary of the last annual general meeting prior to the giving of the
notice or, in the event the annual general meeting is called for a date that is not 25
days before or after such anniversary the notice must be given not later than 10 days
following the earlier of the date on which notice of the annual general meeting was
posted to Members or the date on which public disclosure of the date of the annual
general meeting was made. Where a Director is to be elected at a special general
meeting, that notice must be given not later than 10 days following the earlier of the
date on which notice of the special general meeting was posted to Members or the date on
which public disclosure of the date of the special general meeting was made.
|
36.3 |
Where persons are validly proposed for re-election or election as a Director, the
persons receiving the most votes (up to the number of Directors to be elected) shall be
elected as Directors, and an absolute majority of the votes cast shall not be a
prerequisite to the election of such Directors.
|
36.4 |
At any general meeting the Members may authorise the Board to fill any vacancy in
their number left unfilled at a general meeting.
|
36.5 |
Notwithstanding the foregoing provisions of this Bye-law 36, for so long as the
Manager holds any Manager Shares, the Manager may, by notice in writing to the
Secretary, appoint the nearest whole number of the Directors which is not more than
3/7
ths
of the number of Directors comprising the Board.
|
37. |
Term of Office of Directors
|
28
Fly Leasing Limited | Page 29 |
38. |
Alternate Directors
|
38.1 |
Any Director may appoint a person or persons to act as a Director in the
alternative to himself by notice in writing deposited with the Secretary. Any person so
elected or appointed shall have all the rights and powers of the Director or Directors
for whom such person is appointed in the alternative provided that such person shall not
be counted more than once in determining whether or not a quorum is present.
|
38.2 |
An Alternate Director shall be entitled to receive notice of all meetings of the
Board and to attend and vote at any such meeting at which a Director for whom such
Alternate Director was appointed in the alternative is not personally present and
generally to perform at such meeting all the functions of such Director for whom such
Alternate Director was appointed.
|
38.3 |
An Alternate Director shall cease to be such if the Director for whom such
Alternate Director was appointed ceases for any reason to be a Director but may be
re-appointed by the Board as an alternate to the person appointed to fill the vacancy in
accordance with these Bye-laws.
|
39. |
Removal of Directors
|
39.1 |
Subject to any provision to the contrary in these Bye-laws, the Members entitled
to vote for the election of Directors may, by a resolution including the affirmative
votes of at least 80% of all votes attaching to all shares in issue entitling the holder
to attend and vote on such resolution at any special general meeting convened and held
in accordance with these Bye-laws, remove a Director, with or without cause, provided
that the notice of any such meeting convened for the purpose of removing a Director
shall contain a statement of the intention so to do and be served on such Director not
less than 14 days before the meeting and at such meeting the Director shall be entitled
to be heard on the motion for such Directors removal. In the case of a Director
appointed pursuant to Bye-law 36.5, for so long as the Manager continues to hold Manager
Shares, only the Manager may remove such a Director, with or without cause, by notice in
writing to the Secretary.
|
29
Fly Leasing Limited | Page 30 |
39.2 |
If a Director is removed from the Board under the provisions of this Bye-law the
Members may fill the vacancy at the meeting at which such Director is removed. In the
absence of such election or appointment, the Board may fill the vacancy. In the case of
the removal of a Director appointed pursuant to Bye-law 36.5, for so long as the Manager
continues to hold Manager Shares, only the Manager may fill the vacancy, by notice in
writing to the Secretary.
|
40. |
Vacancy in the Office of Director
|
40.1 |
The office of Director shall be vacated if the Director:
|
(a) |
is removed from office pursuant to these Bye-laws or is prohibited
from being a Director by law;
|
(b) |
is or becomes bankrupt, or makes any arrangement or composition
with his creditors generally;
|
(c) |
is or becomes of unsound mind or dies; or
|
(d) |
resigns his office by notice in writing to the Company.
|
40.2 |
The Members in general meeting or the Board shall have the power to appoint any
person as a Director to fill a vacancy on the Board occurring as a result of the death,
disability, disqualification or resignation of any Director or as a result of an
increase in the size of the Board and to appoint an Alternate Director to any Director
so appointed. In the case of the a Director vacating office who was appointed pursuant
to Bye-law 36.5, for so long as the Manager continues to hold Manager Shares, only the
Manager may fill the vacancy, by notice in writing to the Secretary.
|
41. |
Remuneration of Directors
|
30
Fly Leasing Limited | Page 31 |
42. |
Defect in Appointment of Director
|
43. |
Directors to Manage Business
|
44. |
Powers of the Board of Directors
|
44.1 |
The Board may:
|
(a) |
appoint, suspend, or remove any manager, secretary, clerk, agent or
employee of the Company and may fix their remuneration and determine their
duties;
|
(b) |
exercise all the powers of the Company to borrow money and to
mortgage or charge its undertaking, property and uncalled capital, or any part
thereof, and may issue debentures, debenture stock and other securities whether
outright or as security for any debt, liability or obligation of the Company or
any third party;
|
(c) |
appoint one or more Directors to the office of managing director or
chief executive officer of the Company, who shall, subject to the control of the
Board, supervise and administer all of the general business and affairs of the
Company;
|
(d) |
appoint a person to act as manager of the Companys day-to-day
business and may entrust to and confer upon such manager such powers and duties
as it deems appropriate for the transaction or conduct of such business;
|
31
Fly Leasing Limited | Page 32 |
(e) |
by power of attorney, appoint any company, firm, person or body of
persons, whether nominated directly or indirectly by the Board, to be an attorney
of the Company for such
purposes and with such powers, authorities and discretions (not exceeding those
vested in or exercisable by the Board) and for such period and subject to such
conditions as it may think fit and any such power of attorney may contain such
provisions for the protection and convenience of persons dealing with any such
attorney as the Board may think fit and may also authorise any such attorney to
sub-delegate all or any of the powers, authorities and discretions so vested in
the attorney. Such attorney may, if so authorised under the seal of the
Company, execute any deed or instrument under such attorneys personal seal
with the same effect as the affixation of the seal of the Company;
|
(f) |
procure that the Company pays all expenses incurred in promoting
and incorporating the Company;
|
(g) |
delegate any of its powers (including the power to sub-delegate) to
a committee appointed by the Board which may consist partly or entirely of
non-Directors, provided that every such committee shall conform to such
directions as the Board shall impose on them and provided further that the
meetings and proceedings of any such committee shall be governed by the
provisions of these Bye-laws regulating the meetings and proceedings of the
Board, so far as the same are applicable and are not superseded by directions
imposed by the Board;
|
(h) |
delegate any of its powers (including the power to sub-delegate) to
any company, firm, person or body of persons on such terms and in such manner as
the Board may see fit, provided that the Board shall not delegate its authority
in a manner that would cause the Company to be tax resident outside Ireland;
|
(i) |
present any petition and make any application in connection with
the liquidation or reorganisation of the Company;
|
(j) |
in connection with the issue of any share, pay such commission and
brokerage as may be permitted by law; and
|
(k) |
authorise any company, firm, person or body of persons to act on
behalf of the Company for any specific purpose and in connection therewith to
execute any agreement, document or instrument on behalf of the Company.
|
32
Fly Leasing Limited | Page 33 |
44.2 |
Notwithstanding the foregoing, the Board may not (a) for so long as the
Management Agreement remains in effect, exercise the powers set out in Bye-law 44.1 in a
manner inconsistent with the Management Agreement, or (b) terminate the appointment of
the Manager under the Management Agreement, without the prior affirmative vote of at
least 75% of the Independent Directors and of the holders of 75% or more of all of the
issued and outstanding Common Shares, in each case on a resolution that provides there
has been unsatisfactory performance by the Manager that is materially detrimental to the
Company.
|
45. |
Register of Directors and Officers
|
46. |
Appointment of Officers
|
47. |
Secretary
|
48. |
Duties of Officers
|
49. |
Remuneration of Officers
|
50. |
Conflicts of Interest
|
50.1 |
Any Director, or any Directors firm, partner or any company with whom any
Director is associated, may act in any capacity for, be employed by or render services
to the Company and
such Director or such Directors firm, partner or company shall be entitled to
remuneration as if such Director were not a Director. Nothing herein contained shall
authorise a Director or Directors firm, partner or company to act as Auditor to the
Company.
|
33
Fly Leasing Limited | Page 34 |
50.2 |
A Director who is directly or indirectly interested in a contract or proposed
contract or arrangement with the Company shall declare the nature of such interest as
required by the Act; provided that each Director appointed pursuant to Bye-law 36.5
shall be deemed to have an interest in any contract or arrangement involving the Company
and the Manager and any Affiliate of the Manager, including the Management Agreement,
and no such Director shall be required to declare such interest to the Company in order
to comply with these Bye-laws and the Act.
|
50.3 |
Following a declaration being made pursuant to this Bye-law, and unless
disqualified by the chairman of the relevant Board meeting, a Director may vote in
respect of any contract or proposed contract or arrangement in which such Director is
interested and may be counted in the quorum for such meeting.
|
51. |
Indemnification and Exculpation of Directors and Officers
|
51.1 |
The Directors, Secretary and other Officers (such term to include any person
appointed to any committee by the Board) for the time being acting in relation to any of
the affairs of the Company, any subsidiary thereof and the liquidator or trustees (if
any) for the time being acting in relation to any of the affairs of the Company or any
subsidiary thereof and every one of them, and their heirs, executors and administrators,
shall be indemnified and secured harmless out of the assets of the Company from and
against all actions, costs, charges, losses, damages and expenses which they or any of
them, their heirs, executors or administrators, shall or may incur or sustain by or by
reason of any act done, concurred in or omitted in or about the execution of their duty,
or supposed duty, or in their respective offices or trusts, and none of them shall be
answerable for the acts, receipts, neglects or defaults of the others of them or for
joining in any receipts for the sake of conformity, or for any bankers or other persons
with whom any moneys or effects belonging to the Company shall or may be lodged or
deposited for safe custody, or for insufficiency or deficiency of any security upon
which any moneys of or belonging to the Company shall be placed out on or invested, or
for any other loss, misfortune or damage which
may happen in the execution of their respective offices or trusts, or in relation
thereto, PROVIDED THAT this indemnity shall not extend to any matter in respect of any
fraud or dishonesty which may attach to any of the said persons. Each Member agrees
to waive any claim or right of action such Member might have, whether individually or
by or in the right of the Company, against any Director or Officer on account of any
action taken by such Director or Officer, or the failure of such Director or Officer
to take any action in the performance of his duties with or for the Company or any
subsidiary thereof, PROVIDED THAT such waiver shall not extend to any matter in
respect of any fraud or dishonesty which may attach to such Director or Officer.
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Fly Leasing Limited | Page 35 |
51.2 |
The Company may purchase and maintain insurance for the benefit of any Director
or Officer of the Company against any liability incurred by him under the Act in his
capacity as a Director or Officer of the Company or indemnifying such Director or
Officer in respect of any loss arising or liability attaching to him by virtue of any
rule of law in respect of any negligence, default, breach of duty or breach of trust of
which the Director or Officer may be guilty in relation to the Company or any subsidiary
thereof.
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52. |
Board Meetings
|
53. |
Notice of Board Meetings
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Fly Leasing Limited | Page 36 |
54. |
Participation in Meetings by Telephone
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55. |
Quorum at Board Meetings
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56. |
Board to Continue in the Event of Vacancy
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57. |
Chairman to Preside
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58. |
Written Resolutions
|
59. |
Validity of Prior Acts of the Board
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Fly Leasing Limited | Page 37 |
60. |
Minutes
|
(a) |
of all elections and appointments of Officers;
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(b) |
of the names of the Directors present at each meeting of the Board
and of any committee appointed by the Board; and
|
(c) |
of all resolutions and proceedings of general meetings of the
Members, meetings of the Board, and meetings of committees appointed by the
Board.
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61. |
Place Where Corporate Records Kept
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62. |
Form and Use of Seal
|
62.1 |
The Company may adopt a seal in such form as the Board may determine. The Board
may adopt one or more duplicate seals for use in or outside Bermuda.
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62.2 |
A seal may, but need not be affixed to any deed, instrument, share certificate or
document, and if the seal is to be affixed thereto, it shall be attested by the
signature of (i) any Director; or (ii) any Officer; or (iii) the Secretary; or (iv) any
person authorized by the Board for that purpose.
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62.3 |
A Resident Representative may, but need not, affix the seal of the Company to
certify the authenticity of any copies of documents.
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Fly Leasing Limited | Page 38 |
63. |
Books of Account
|
63.1 |
The Board shall cause to be kept proper records of account with respect to all
transactions of the Company and in particular with respect to:
|
(a) |
all sums of money received and expended by the Company and the
matters in respect of which the receipt and expenditure relates;
|
(b) |
all sales and purchases of goods by the Company; and
|
(c) |
all assets and liabilities of the Company.
|
63.2 |
Such records of account shall be kept at the registered office of the Company, or
subject to the provisions of the Act, at such other place as the Board thinks fit and
shall be available for inspection by the Directors during normal business hours. Copies
of such records of account shall be kept at the Companys executive offices.
|
64. |
Financial Year End
|
65. |
Annual Audit
|
66. |
Appointment of Auditors
|
66.1 |
Subject to the provisions of the Act, at the annual general meeting or at a
subsequent special general meeting in each year, an independent representative of the
Members shall be appointed by them as Auditor of the accounts of the Company.
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Fly Leasing Limited | Page 39 |
66.2 |
The Auditor may be a Member but no Director, Officer or employee of the Company
shall, during his continuance in office, be eligible to act as an Auditor of the
Company.
|
67. |
Remuneration of Auditors
|
68. |
Duties of Auditors
|
68.1 |
The financial statements provided for by these Bye-laws shall be audited by the
Auditor in accordance with generally accepted auditing standards. The Auditor shall
make a written report thereon in accordance with generally accepted auditing standards.
|
68.2 |
The generally accepted auditing standards referred to in this Bye-law may be
those of a country or jurisdiction other than Bermuda or such other generally accepted
auditing standards as may be provided for in the Act. If so, the financial statements
and the report of the Auditor shall identify the generally accepted auditing standards
used.
|
69. |
Access to Records
|
70. |
Financial Statements
|
71. |
Distribution of Auditors report
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Fly Leasing Limited | Page 40 |
72. |
Vacancy in the Office of Auditor
|
73. |
Amalgamations
|
73.1 |
Subject to Bye-Law 73.2, the Company shall not engage in any amalgamation unless
such amalgamation has been approved by a resolution of the Members including the
affirmative votes of at least 66% of all votes attaching to all shares in issue
entitling the holder to attend and vote on such resolution.
|
73.2 |
Bye-Law 73.1 shall not apply in respect of any amalgamation approved by the
Board, and in respect of any amalgamation approved by the Board which the Act requires
to be approved by the Members, the necessary general meeting quorums and Members
approval shall be as set out in Bye-Laws 27 and 29.
|
74. |
Winding-Up
|
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Fly Leasing Limited | Page 41 |
75. |
Changes to Bye-laws
|
77.1 |
The voting power of all Common Shares held, beneficially owned or controlled,
directly or indirectly by a Competitor shall be automatically adjusted to three-tenths
of a vote per share on all matters upon which the Members may vote, whenever such
Competitor holds, beneficially owns or controls, directly or indirectly, 15% or more,
but less than 50%, of the issued and outstanding Common Shares of the Company. Common
Shares held, beneficially owned or controlled, directly or indirectly, by a Competitor
which are subject to such reduction in voting power are referred to in these Bye-laws as
Controlled Shares.
|
77.2 |
Upon learning that a Competitor holds, beneficially owns or controls, directly or
indirectly, 15% or more of the issued and outstanding Common Shares of the Company, the
Company may, but it is not obligated to, send the Competitor a notice (a Competitor
Notice) which:
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Fly Leasing Limited | Page 42 |
77.3 |
In the event that the Company delivers a Competitor Notice requiring a Competitor
to take the actions specified in clause 77.2 (iii) above, the Company will have a right
(subject to Section 42A of the Act) to purchase the number of Common Shares (or
beneficial interests therein) specified in clause 77.2 (iii)(Y) at a price per share
equal to Fair Market Value if on the Offer or Disposal Date the Competitor has not made
the tender offer specified in clause 77.2 (iii)(X) or disposed of the number of Common
Shares (or beneficial interests therein) specified in clause 77.2 (iii)(Y) to third
parties. The Company shall be entitled to assign this contingent right to a third party
or parties with the consent of such assignee(s). If the Company (or its assignee(s))
exercises this contingent right, payment of the purchase price by the Company or its
assignee(s) to the applicable Competitor shall be by wire transfer made at a closing to
be held on the Offer or Disposal Date. The Company may revoke a Competitor Notice
requiring a Competitor to take actions under clause 77.2 (iii) above at any time before
the Company (or its assignee(s)) pays for Common Shares (or beneficial interests
therein) acquired from the Competitor pursuant to clause 77.2 (iii)(Y).
|
78. |
Requirement to Provide Information and Notice
|
78.1 |
For purposes of determining whether a Member holds Controlled Shares and of
enforcing the provisions of Bye-law 78, the Board may require that any registered holder
or beneficial owner, or any other person of whom it is, in the circumstances, reasonable
to make such request, file with the Company or its registrar and transfer agent a
completed Members declaration (a Members declaration). The Board shall determine
from time to time written guidelines with
respect to the nature of a Members declaration to be requested, the times at which
Members declarations are to be requested and any other relevant matters relating to
Members declarations.
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Fly Leasing Limited | Page 43 |
78.2 |
A Members declaration shall be in the form from time to time determined by the
Directors of the Company pursuant to Bye-law 78.1 and, without limiting the generality
of the foregoing may be required to be in the form of a simple declaration in writing or
a statutory declaration. In the absence of a determination by the Directors regarding
the form of a Members declaration, the Members declaration shall contain information
with respect to:
|
78.3 |
The Board shall have the sole right and authority to administer the provisions of
this Bye-law 78 and to make any determination as to the holding, beneficial ownership or
control, directly or indirectly, by a Competitor of Controlled Shares contemplated
hereunder. In so acting, the Board shall enjoy, in addition to the powers set forth in
this Bye-law, all of the powers necessary or desirable, in their opinion, to carry out
the intent and purpose of Bye-laws 77 and 78, including, without limitation, to act as
attorney of a Competitor to effect repurchases or transfers of shares pursuant to
Bye-law 77.3 without further action on the part of a Competitor. The Board shall make
on a timely basis all determinations necessary for the administration of the provisions
of such Bye-laws and, without limiting the generality of the foregoing, if the Board
considers that there are reasonable grounds for believing that a Competitor holds,
beneficially owns or controls, directly or indirectly, Controlled Shares, the Directors
shall make a
determination with respect to the matter. Any such determination of the Board shall
be conclusive, final and binding except to the extent modified by any subsequent Board
determination.
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Fly Leasing Limited | Page 44 |
78.4 |
In administering the provisions of this Bye-law 78, including, without
limitation, in making any directors determination in accordance herewith, the Board may
rely on any information on which the Board considers it reasonable to rely in the
circumstances. Without limiting the generality of the foregoing, the Board may rely
upon any written information from one or more Members, the Register of Members, the
knowledge of any Director, officer or employee of the Company or any advisor to the
Company, or an opinion of counsel to the Company.
|
78.5 |
In administering the provisions of this Bye-law 78, including, without
limitation, in making any determination contemplated hereby, the Directors shall act
honestly and in good faith. Provided that the Directors so act, in the absence of fraud
or dishonesty on the part of the Directors, the Directors shall not be liable to the
Company and neither the Directors nor the Company shall be liable to any holder or
beneficial owner of Common Shares or any other person for, nor with respect to any
matter arising from or related to, any act or omission to act in relation to this
Bye-law 78.
|
78.6 |
Any Board determination required or contemplated by this Bye-law shall be
expressed and conclusively evidenced by a resolution duly adopted.
|
78.7 |
The Board may delegate any of their powers and duties under this Bye-law to any
standing or special committee consisting of such members of the Board as the Directors
may determine.
|
44