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Not
Applicable
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(Former
name or former address, if changed from last
report)
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_______
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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_______Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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_______Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4c))
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·
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providing
for the board of directors to designate from its membership a chairman of
the board of directors, who shall have such powers and perform such duties
as may be prescribed by the bylaws and assigned to him or her by the board
of directors.
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·
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providing
that at each meeting of stockholders the chairman of the board of
directors, or in his or her absence the president, or in their absence,
the person designated in writing by the chairman of the board of
directors, or if no person is so designated, then a person designated by
the board of directors, shall preside as chairman of the meeting; if no
person is so designated, then the meeting shall choose a chairman by a
majority of all votes cast at a meeting at which a quorum is
present. The chairman of the meeting shall have the right and
authority to determine and maintain the rules, regulations and procedures
for the proper conduct of the meeting, including but not limited to
restricting entry to the meeting after it has commenced, maintaining order
and the safety of those in attendance, opening and closing the polls for
voting, dismissing business not properly submitted, and limiting time
allowed for discussion of the business of the meeting. The
secretary, or in the absence of the secretary, a person designated by the
chairman of the meeting, shall act as secretary of the
meeting.
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·
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providing,
in separate provisions under Section 12 of Article II, the procedures for
stockholders to nominate candidates for election as directors or to
introduce other matters at meetings of the stockholders, including the
requirement in each such provision that the stockholder deliver to the
Secretary of the Company written notice of his or her intention to make
such nomination or introduce such matter within time periods established
by the bylaws. If such nomination is to be made or other matter
introduced at an annual meeting of stockholders such written notice must
be delivered not less than 90 days nor more than 120 days prior to the
first anniversary of the preceding year’s annual meeting of stockholders;
provided, however, that in the event that the date of the annual meeting
is advanced by more than 30 days or delayed by more than 60 days from such
anniversary date, such written notice must be so delivered not earlier
than the 90th day prior to such annual meeting and not later than the
close of business on the later of the 60th day prior to such annual
meeting or the tenth day following the day on which public announcement of
the date of such meeting is first made. If such nomination is
to be made at a special meeting of stockholders called for the purpose of
electing one or more directors, the nomination for election of any person
to the board of directors must be delivered not less than the tenth day
following the day on which public announcement of the date of such meeting
is first made. The bylaws specify the information required to
be included in the written notice.
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·
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clarifying
that the advance-notice provisions described above are separate from the
procedures under Rule 14a-8 of the Securities and Exchange Commission,
which rule applies to the inclusion of stockholder proposals in a
registrant’s proxy statement.
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Exhibit
3.1
|
Amended
and Restated Bylaws of Air T, Inc.
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|
|
AIR
T, INC.
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|
|
By:
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/s/ John
Parry
|
|
|
John
Parry, Vice President-Finance and
Secretary
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Exhibit
|
Description
|
|
Exhibit
3.1
|
Amended
and Restated Bylaws of Air T,
Inc.
|