{"id":41534,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bylaws-jetblue-airways-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-jetblue-airways-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-jetblue-airways-corp.html","title":{"rendered":"Bylaws &#8211; JetBlue Airways Corp."},"content":{"rendered":"<pre>                              AMENDED AND RESTATED\n                                     BYLAWS\n                                       OF\n                          JETBLUE AIRWAYS CORPORATION\n\n                                   ARTICLE I\n\n                                    OFFICES\n\n               SECTION 1. The registered office shall be in the City of Dover,\nCounty of Kent, State of Delaware.\n\n               SECTION 2. The corporation may also have offices at such other\nplaces both within and without the State of Delaware as the Board of Directors\nmay from time to time determine or the business of the corporation may require.\n\n                                   ARTICLE II\n\n                            MEETINGS OF STOCKHOLDERS\n\n               SECTION 1. All meetings of the stockholders for the election of\ndirectors shall be held at such place as may be fixed from time to time by the\nBoard of Directors, or at such other place either within or without the State of\nDelaware as shall be designated from time to time by the Board of Directors and\nstated in the notice of the meeting. Meetings of stockholders for any other\npurpose may be held at such time and place, within or without the State of\nDelaware, as shall be stated in the notice of the meeting or in a duly executed\nwaiver of notice thereof.\n\n               SECTION 2. Annual meetings of stockholders shall be held at such\ndate and time as shall be designated from time to time by the Board of Directors\nand stated in the notice of the meeting. At each annual meeting, the\nstockholders shall elect directors to succeed those directors whose terms expire\nin that year and shall transact such other business as may properly be brought\nbefore the meeting.\n\n                                        1\n\n\n               SECTION 3. Written notice of the annual meeting stating the\nplace, date and hour of the meeting shall be given to each stockholder entitled\nto vote at such meeting not less than ten (10) nor more than sixty (60) days\nbefore the date of the meeting.\n\n               SECTION 4. The officer who has charge of the stock ledger of the\ncorporation shall prepare and make available, at least ten days before every\nmeeting of stockholders, a complete list of the stockholders entitled to vote at\nthe meeting, arranged in alphabetical order, and showing the address of each\nstockholder and the number of shares registered in the name of each stockholder.\nSuch list shall be open to the examination of any stockholder, for any purpose\ngermane to the meeting, during ordinary business hours, for a period of at least\nten days prior to the meeting, either at a place within the city where the\nmeeting is to be held, which place shall be specified in the notice of the\nmeeting, or, if not so specified, at the place where the meeting is to be held.\nThe list shall also be produced and kept at the time and place of the meeting\nduring the whole time thereof, and may be inspected by any stockholder who is\npresent.\n\n               SECTION 5. Special meetings of the stockholders, for any purpose\nor purposes, unless otherwise prescribed by statute or by the certificate of\nincorporation, may only be called by the Chairman of the Board or the Chief\nExecutive Officer.\n\n               SECTION 6. Written notice of a special meeting stating the place,\ndate and hour of the meeting and the purpose or purposes for which the meeting\nis called, shall be given not fewer than ten (10) nor more than sixty (60) days\nbefore the date of the meeting, to each stockholder entitled to vote at such\nmeeting.\n\n               SECTION 7. Business transacted at any special meeting of\nstockholders shall be limited to the purposes stated in the notice.\n\n                                        2\n\n\n               SECTION 8. The holders of a majority of the stock issued and\noutstanding and entitled to vote thereat, present in person or represented by\nproxy, shall constitute a quorum at all meetings of the stockholders for the\ntransaction of business except as otherwise provided by statute or by the\ncertificate of incorporation. If, however, such quorum shall not be present or\nrepresented at any meeting of the stockholders, either the Chairman of the Board\nor the stockholders entitled to vote thereat, present in person or represented\nby proxy, shall have power to adjourn the meeting from time to time, without\nnotice other than announcement at the meeting, until a quorum shall be present\nor represented. At such adjourned meeting at which a quorum shall be present or\nrepresented any business may be transacted that might have been transacted at\nthe meeting as originally notified. If the adjournment is for more than thirty\n(30) days, or if after the adjournment a new record date is fixed for the\nadjourned meeting, a notice of the adjourned meeting shall be given to each\nstockholder of record entitled to vote at the meeting.\n\n               SECTION 9. When a quorum is present at any meeting, the vote of\nthe holders of a majority of the stock having voting power present in person or\nrepresented by proxy shall decide any question brought before such meeting,\nunless the question is one upon which by express provision of the statutes or of\nthe certificate of incorporation, a different vote is required, in which case\nsuch express provision shall govern and control the decision of such question.\n\n              SECTION 10. Unless otherwise provided in the certificate of\nincorporation, and subject to the provisions of Article VII, each stockholder\nshall at every meeting of the stockholders be entitled to one vote in person or\nby proxy for each share of the capital stock having voting power held by such\nstockholder, but no proxy shall be voted on after three (3) years from its date,\nunless the proxy provides for a longer period.\n\n                                        3\n\n\n               SECTION 11. Nominations for election to the Board of Directors\nmust be made by the Board of Directors or by a committee appointed by the Board\nof Directors for such purpose or by any stockholder of any outstanding class of\ncapital stock of the corporation entitled to vote for the election of directors.\nNominations by stockholders must be preceded by notification in writing received\nby the secretary of the corporation not less than one hundred fifty (150) days\nprior to any meeting of stockholders called for the election of directors. Such\nnotification shall contain the written consent of each proposed nominee to serve\nas a director if so elected and the following information as to each proposed\nnominee and as to each person, acting alone or in conjunction with one or more\nother persons as a partnership, limited partnership, syndicate or other group,\nwho participates or is expected to participate in making such nomination or in\norganizing, directing or financing such nomination or solicitation of proxies to\nvote for the nominee:\n\n                    (a) the name, age, residence, address, and business address\nof each proposed nominee and of each such person;\n\n                    (b) the principal occupation or employment, the name, type\nof business and address of the corporation or other organization in which such\nemployment is carried on of each proposed nominee and of each such person;\n\n                    (c) the amount of stock of the corporation owned\nbeneficially, either directly or indirectly, by each proposed nominee and each\nsuch person; and\n\n                    (d) a description of any arrangement or understanding of\neach proposed nominee and of each such person with each other or any other\nperson regarding future employment or any future transaction to which the\ncorporation will or may be a party.\n\n                                        4\n\n\n               The presiding officer of the meeting shall have the authority to\ndetermine and declare to the meeting that a nomination not preceded by\nnotification made in accordance with the foregoing procedure shall be\ndisregarded. Notwithstanding the foregoing provisions of this Section 11, a\nstockholder shall also comply with all applicable requirements of the Securities\nExchange Act of 1934, as amended, and the rules and regulations thereunder with\nrespect to the matters set forth in this Section 11.\n\n               SECTION 12. At any meeting of the stockholders, only such\nbusiness shall be conducted as shall have been brought before the meeting\n(a) pursuant to the corporation's notice of meeting, (b) by or at the direction\nof the Board of Directors or (c) by any stockholder of the corporation who is a\nstockholder of record at the time of giving of the notice provided for in this\nBylaw, who shall be entitled to vote at such meeting and who complies with the\nnotice procedures set forth in this Bylaw.\n\n               For business to be properly brought before any meeting by a\nstockholder pursuant to clause (c) above of this Section 12, the stockholder\nmust have given timely notice thereof in writing to the secretary of the\ncorporation. To be timely, a stockholder's notice must be delivered to or mailed\nand received at the principal executive offices of the corporation not less than\none hundred fifty (150) days prior to the date of the meeting. A stockholder's\nnotice to the secretary shall set forth as to each matter the stockholder\nproposes to bring before the meeting (a) a brief description of the business\ndesired to be brought before the meeting and the reasons for conducting such\nbusiness at the meeting, (b) the name and address, as they appear on the\ncorporation's books, of the stockholder proposing such business, and the name\nand address of the beneficial owner, if any, on whose behalf the proposal is\nmade, (c) the class and number of shares of the corporation which are owned\nbeneficially and of record by such stockholder of\n\n                                        5\n\n\nrecord and by the beneficial owner, if any, on whose behalf of the proposal is\nmade and (d) any material interest of such stockholder of record and the\nbeneficial owner, if any, on whose behalf the proposal is made in such business.\n\n               Notwithstanding anything in these Bylaws to the contrary, no\nbusiness shall be conducted at a meeting except in accordance with the\nprocedures set forth in this Section 12. The presiding officer of the meeting\nshall, if the facts warrant, determine and declare to the meeting that business\nwas not properly brought before the meeting and in accordance with the\nprocedures prescribed by this Section 12, and if such person should so\ndetermine, such person shall so declare to the meeting and any such business not\nproperly brought before the meeting shall not be transacted. Notwithstanding the\nforegoing provisions of this Section 12, a stockholder shall also comply with\nall applicable requirements of the Securities Exchange Act of 1934, as amended,\nand the rules and regulations thereunder with respect to the matters set forth\nin this Section 12.\n\n               SECTION 13. Effective upon the closing of the corporation's\ninitial public offering of securities pursuant to a registration statement filed\nunder the Securities Act of 1933, as amended, the stockholders of the\ncorporation may not take action by written consent without a meeting but must\ntake any such actions at a duly called annual or special meeting in accordance\nwith these Bylaws and the Certificate of Incorporation.\n\n                                  ARTICLE III\n\n                                   DIRECTORS\n\n               SECTION 1. The number of directors of this corporation that shall\nconstitute the whole board shall be determined by resolution of the Board of\nDirectors; provided, however, that no decrease in the number of directors shall\nhave the effect of shortening the term of an\n\n                                        6\n\n\nincumbent director. The Board of Directors shall be classified, with respect to\nthe time for which they severally hold office, into three classes, as nearly\nequal in number as possible, as determined by the Board of Directors, one class\n(\"Class I\") to hold office initially for a term expiring at the annual meeting\nto be held in 2003, another class (\"Class II\") to hold office initially for a\nterm expiring at the annual meeting of stockholders held in 2004 and another\nclass (\"Class III\") to hold office initially for a term expiring at the annual\nmeeting of stockholders to be held in 2005, with the members of each class to\nhold office until their successors are elected and qualified. At each annual\nmeeting of stockholders, the successors of the class of directors whose term\nexpires at that meeting shall be elected to hold office for a term expiring at\nthe annual meeting of stockholders held in the third year following the year of\ntheir election.\n\n               SECTION 2. Vacancies and newly created directorships resulting\nfrom any increase in the authorized number of directors may be filled by a\nmajority of the directors then in office, even if less than a quorum, or by a\nsole remaining director, and the directors so chosen shall hold office until the\nnext election of the class for which such directors were chosen and until their\nsuccessors are duly elected and qualified or until earlier resignation or\nremoval. If there are no directors in office, then an election of directors may\nbe held in the manner provided by statute.\n\n               SECTION 3. The business of the corporation shall be managed by or\nunder the direction of its Board of Directors which may exercise all such powers\nof the corporation and do all such lawful acts and things as are not by statute\nor by the certificate of incorporation or by these bylaws directed or required\nto be exercised or done by the stockholders.\n\n                       MEETINGS OF THE BOARD OF DIRECTORS\n\n               SECTION 4. The Board of Directors of the corporation may hold\nmeetings, both regular and special, either within or without the State of\nDelaware.\n\n                                        7\n\n\n               SECTION 5. The first meeting of each newly elected Board of\nDirectors shall be held at such time and place as shall be fixed by the vote of\nthe stockholders at the annual meeting and no notice of such meeting shall be\nnecessary to the newly elected directors in order legally to constitute the\nmeeting, provided a quorum shall be present. In the event of the failure of the\nstockholders to fix the time or place of such first meeting of the newly elected\nBoard of Directors, or in the event such meeting is not held at the time and\nplace so fixed by the stockholders, the meeting may be held at such time and\nplace as shall be specified in a notice given as hereinafter provided for\nspecial meetings of the Board of Directors, or as shall be specified in a\nwritten waiver signed by all of the directors.\n\n               SECTION 6. Regular meetings of the Board of Directors may be held\nwithout notice at such time and at such place as shall from time to time be\ndetermined by the board.\n\n               SECTION 7. Special meetings of the Board of Directors may be\ncalled by the Chairman of the Board or the chief executive officer or the\npresident on twelve (12) hours' notice to each director either personally or by\ntelephone, telegram, facsimile or electronic mail; special meetings shall be\ncalled by the chief executive officer or the president or secretary in like\nmanner and on like notice on the written request of a majority of the Board of\nDirectors unless the Board of Directors consists of only one director, in which\ncase special meetings shall be called by the Chairman of the Board or the chief\nexecutive officer or the president in like manner and on like notice on the\nwritten request of the sole director. A written waiver of notice, signed by the\nperson entitled thereto, whether before or after the time of the meeting stated\ntherein, shall be deemed equivalent to notice.\n\n               SECTION 8. At all meetings of the Board of Directors a majority\nof the directors shall constitute a quorum for the transaction of business and\nthe act of a majority of the directors\n\n                                        8\n\n\npresent at any meeting at which there is a quorum shall be the act of the Board\nof Directors, except as may be otherwise specifically provided by statute or by\nthe certificate of incorporation. If a quorum shall not be present at any\nmeeting of the Board of Directors, the directors present thereat may adjourn the\nmeeting from time to time, without notice other than announcement at the\nmeeting, until a quorum shall be present.\n\n               SECTION 9. Unless otherwise restricted by the certificate of\nincorporation or these bylaws, any action required or permitted to be taken at\nany meeting of the Board of Directors or of any committee thereof may be taken\nwithout a meeting, if all members of the board or committee, as the case may be,\nconsent thereto in writing, and the writing or writings are filed with the\nminutes of proceedings of the board or committee.\n\n               SECTION 10. Unless otherwise restricted by the certificate of\nincorporation or these bylaws, members of the Board of Directors, or any\ncommittee designated by the Board of Directors, may participate in a meeting of\nthe Board of Directors, or any committee, by means of conference telephone or\nsimilar communications equipment by means of which all persons participating in\nthe meeting can hear each other, and such participation in a meeting shall\nconstitute presence in person at the meeting.\n\n                            COMMITTEES OF DIRECTORS\n\n               SECTION 11. The Board of Directors may, by resolution passed by a\nmajority of the whole board, designate one (1) or more committees, each\ncommittee to consist of one (1) or more of the directors of the corporation. The\nboard may designate one (1) or more directors as alternate members of any\ncommittee, who may replace any absent or disqualified member at any meeting of\nthe committee.\n\n                                        9\n\n\n               In the absence or disqualification of a member of a committee,\nthe member or members thereof present at any meeting and not disqualified from\nvoting, whether or not he\/she or they constitute a quorum, may unanimously\nappoint another member of the Board of Directors to act at the meeting in the\nplace of any such absent or disqualified member.\n\n               Any such committee, to the extent provided in the resolution of\nthe Board of Directors, shall have and may exercise all the powers and authority\nof the Board of Directors in the management of the business and affairs of the\ncorporation, and may authorize the seal of the corporation to be affixed to all\npapers that may require it; but no such committee shall have the power or\nauthority in reference to amending the certificate of incorporation, adopting an\nagreement of merger or consolidation, recommending to the stockholders the sale,\nlease or exchange of all or substantially all of the corporation's property and\nassets, recommending to the stockholders a dissolution of the corporation or a\nrevocation of a dissolution, or amending the bylaws of the corporation; and,\nunless the resolution or the certificate of incorporation expressly so provide,\nno such committee shall have the power or authority to declare a dividend or to\nauthorize the issuance of stock. Such committee or committees shall have such\nname or names as may be determined from time to time by resolution adopted by\nthe Board of Directors.\n\n               SECTION 12. Each committee shall keep regular minutes of its\nmeetings and report the same to the Board of Directors when required.\n\n                           COMPENSATION OF DIRECTORS\n\n               SECTION 13. Unless otherwise restricted by the certificate of\nincorporation or these bylaws, the Board of Directors shall have the authority\nto fix the compensation of directors. The directors may be paid their expenses,\nif any, of attendance at each meeting of the Board of Directors and may be paid\na fixed sum for attendance at each meeting of the Board of Directors\n\n                                       10\n\n\nor a stated salary as director. No such payment shall preclude any director from\nserving the corporation in any other capacity and receiving compensation\ntherefor. Members of special or standing committees may be allowed like\ncompensation for attending committee meetings.\n\n                              REMOVAL OF DIRECTORS\n\n               SECTION 14. Unless otherwise restricted by the certificate of\nincorporation or bylaws, any director or the entire Board of Directors may be\nremoved, with cause, by the holders of 66-2\/3% of shares entitled to vote at an\nelection of directors. Directors may not be removed without cause.\n\n                                   ARTICLE IV\n\n                                     NOTICES\n\n               SECTION 1. Whenever, under the provisions of the statutes or of\nthe certificate of incorporation or of these bylaws, notice is required to be\ngiven to any director or stockholder, it shall not be construed to mean personal\nnotice (except as provided in Section 7 of Article III of these Bylaws), but\nsuch notice may be given in writing, by mail, addressed to such director or\nstockholder, at his\/her address as it appears on the records of the corporation,\nwith postage thereon prepaid, and such notice shall be deemed to be given at the\ntime when the same shall be deposited in the United States mail. Notice to\ndirectors may also be given by telephone, telegram, facsimile or electronic\nmail.\n\n               SECTION 2. Whenever any notice is required to be given under the\nprovisions of the statutes or of the certificate of incorporation or of these\nbylaws, a waiver thereof in writing, signed by the person or persons entitled to\nsaid notice, whether before or after the time stated therein, shall be deemed\nequivalent thereto.\n\n                                       11\n\n\n                                   ARTICLE V\n\n                                    OFFICERS\n\n               SECTION 1. The officers of the corporation shall be chosen by the\nBoard of Directors and shall be at least a chief executive officer, chief\nfinancial officer and a secretary. The Board of Directors may elect from among\nits members a Chairman of the Board. The Board of Directors may also choose a\npresident, chief operating officer, treasurer and controller or one or more\nvice-presidents, assistant secretaries, assistant controllers and assistant\ntreasurers. Any number of offices may be held by the same person, unless the\ncertificate of incorporation or these bylaws otherwise provide.\n\n               SECTION 2. The Board of Directors at its first meeting after each\nannual meeting of stockholders shall choose a chief executive officer, chief\nfinancial officer and a secretary and may also choose a president, chief\noperating officer, treasurer, controller, vice presidents, assistant\nsecretaries, assistant controllers or assistant treasurers.\n\n               SECTION 3. The Board of Directors may appoint such other officers\nand agents as it shall deem necessary, who shall hold their offices for such\nterms and shall exercise such powers and perform such duties as shall be\ndetermined from time to time by the board.\n\n               SECTION 4. The salaries of all officers of the corporation shall\nbe fixed by the Board of Directors or any committee established by the Board of\nDirectors for such purpose. The salaries of agents of the corporation shall,\nunless fixed by the Board of Directors, be fixed by the president or any\nvice-president of the corporation.\n\n               SECTION 5. The officers of the corporation shall hold office\nuntil their successors are chosen and qualify. Any officer elected or appointed\nby the Board of Directors may be\n\n                                       12\n\n\nremoved at any time by the affirmative vote of a majority of the Board of\nDirectors. Any vacancy occurring in any office of the corporation shall be\nfilled by the Board of Directors.\n\n                           THE CHAIRMAN OF THE BOARD\n\n               SECTION 6. The Chairman of the Board, if any, shall preside at\nall meetings of the Board of Directors and of the stockholders at which he\/she\nshall be present. He\/she shall have and may exercise such powers as are, from\ntime to time, assigned to him\/her by the Board and as may be provided by law.\n\n               SECTION 7. In the absence of the Chairman of the Board, the chief\nexecutive officer, and in the absence of the chief executive officer, the\npresident, shall preside at all meetings of the Board of Directors and of the\nstockholders at which he\/she shall be present. He\/she shall have and may\nexercise such powers as are, from time to time, assigned to him by the Board and\nas may be provided by law.\n\n           THE CHIEF EXECUTIVE OFFICER, PRESIDENT AND VICE-PRESIDENTS\n\n               SECTION 8. The chief executive officer shall be the president of\nthe corporation unless such title is assigned to another officer of the\ncorporation; and in the absence of the Chairman of the Board he\/she shall\npreside at all meetings of the stockholders and the Board of Directors; he\/she\nshall have general and active management of the business of the corporation and\nshall see that all orders and resolutions of the Board of Directors are carried\ninto effect.\n\n               In the absence of the chief executive officer or in the event of\nhis\/her inability or refusal to act, the president, if any, shall perform the\nduties of the chief executive officer, and when so acting, shall have all the\npowers of and be subject to all the restrictions upon the chief executive\nofficer. The president shall perform such other duties and have such other\npowers as the Board of Directors may from time to time prescribe.\n\n                                       13\n\n\n               SECTION 9. The chief executive officer, president or any vice\npresident shall execute bonds, mortgages and other contracts requiring a seal,\nunder the seal of the corporation, except where required or permitted by law to\nbe otherwise signed and executed and except where the signing and execution\nthereof shall be expressly delegated by the Board of Directors to some other\nofficer or agent of the corporation.\n\n               SECTION 10. In the absence of the president or in the event of\nhis\/her inability or refusal to act, the vice-president, if any, (or in the\nevent there be more than one vice-president, the vice-presidents in the order\ndesignated by the directors, or in the absence of any designation, then in the\norder of their election) shall perform the duties of the president, and when so\nacting, shall have all the powers of and be subject to all the restrictions upon\nthe president. The vice-presidents shall perform such other duties and have such\nother powers as the Board of Directors may from time to time prescribe.\n\n                     THE SECRETARY AND ASSISTANT SECRETARY\n\n               SECTION 11. The secretary or his or her designee shall attend all\nmeetings of the Board of Directors and all meetings of the stockholders and\nrecord all the proceedings of the meetings of the corporation and of the Board\nof Directors and shall cause such records to be kept in a book kept for that\npurpose and shall perform like duties for the standing committees when required.\nHe\/she shall give, or cause to be given, notice of all meetings of the\nstockholders and special meetings of the Board of Directors, and shall perform\nsuch other duties as may be prescribed by the Board of Directors or president,\nunder whose supervision he\/she shall be. He\/she shall have custody of the\ncorporate seal of the corporation and he\/she, or an assistant secretary, shall\nhave authority to affix the same to any instrument requiring it and when so\naffixed, it may be attested by his\/her signature or by the signature of such\nassistant secretary.\n\n                                       14\n\n\nThe Board of Directors may give general authority to any other officer to affix\nthe seal of the corporation and to attest the affixing by his\/her signature.\n\n               SECTION 12. The assistant secretary, or if there be more than\none, the assistant secretaries in the order determined by the Board of Directors\n(or if there be no such determination, then in the order of their election)\nshall, in the absence of the secretary or in the event of his\/her inability or\nrefusal to act, perform the duties and exercise the powers of the secretary and\nshall perform such other duties and have such other powers as the board of\ndirectors may from time to time prescribe.\n\n                          THE CHIEF FINANCIAL OFFICER\n\n               SECTION 13. The chief financial officer shall be the chief\nfinancial officer and treasurer of the corporation and shall have the custody of\nthe corporate funds and securities and shall keep full and accurate accounts of\nreceipts and disbursements in books belonging to the corporation and shall\ndeposit all moneys and other valuable effects in the name and to the credit of\nthe corporation in such depositories as may be designated by the Board of\nDirectors.\n\n               SECTION 14. He\/she shall disburse the funds of the corporation as\nmay be ordered by the Board of Directors, taking proper vouchers for such\ndisbursements, and shall render to the president and the Board of Directors, at\nits regular meetings, or when the Board of Directors so requires, an account of\nall his\/her transactions as treasurer and of the financial condition of the\ncorporation.\n\n               SECTION 15. Along with the president or any vice president,\nhe\/she shall be authorized to execute bonds, mortgages and other contracts\nrequiring a seal, under the seal of the corporation, except where required or\npermitted by law to be otherwise signed and executed and\n\n                                       15\n\n\nexcept where the signing and execution thereof shall be expressly delegated by\nthe Board of Directors to some other officer or agent of the corporation.\n\n               SECTION 16. If required by the Board of Directors, he\/she shall\ngive the corporation a bond (which shall be renewed every six years) in such sum\nand with such surety or sureties as shall be satisfactory to the Board of\nDirectors for the faithful performance of the duties of his\/her office and for\nthe restoration to the corporation, in case of his\/her death, resignation,\nretirement or removal from office, of all books, papers, vouchers, money and\nother property of whatever kind in his\/her possession or under his\/her control\nbelonging to the corporation.\n\n               SECTION 17. The controller shall, in the absence of the chief\nfinancial officer or in the event of his\/her inability or refusal to act,\nperform the duties and exercise the powers of the chief financial officer and\nshall perform such other duties and have such other powers as the Board of\nDirectors may from time to time prescribe.\n\n               Notwithstanding anything herein to the contrary, the Board of\nDirectors shall be entitled to assign the title of treasurer to an officer of\nthe corporation other than the chief financial officer, in which case the\ntreasurer shall perform such duties and have such powers (which may include some\nor all of the duties and powers enumerated above for the chief financial\nofficer) as the Board of Directors may from time to time prescribe.\n\n                                   ARTICLE VI\n\n                              CERTIFICATE OF STOCK\n\n               SECTION 1. Every holder of stock in the corporation shall be\nentitled to have a certificate, signed by, or in the name of the corporation by,\nthe Chairman of the Board of Directors, or the president or a vice-president and\nthe treasurer or an assistant treasurer, or the\n\n                                       16\n\n\nsecretary or an assistant secretary of the corporation, certifying the number of\nshares owned by him\/her in the corporation.\n\n               Certificates may be issued for partly paid shares and in such\ncase upon the face or back of the certificates issued to represent any such\npartly paid shares, the total amount of the consideration to be paid therefor,\nand the amount paid thereon shall be specified.\n\n               If the corporation shall be authorized to issue more than one\nclass of stock or more than one series of any class, the powers, designations,\npreferences and relative, participating, optional or other special rights of\neach class of stock or series thereof and the qualification, limitations or\nrestrictions of such preferences and\/or rights shall be set forth in full or\nsummarized on the face or back of the certificate that the corporation shall\nissue to represent such class or series of stock, provided that, except as\notherwise provided in Section 202 of the General Corporation Law of Delaware, in\nlieu of the foregoing requirements, there may be set forth on the face or back\nof the certificate that the corporation shall issue to represent such class or\nseries of stock, a statement that the corporation will furnish without charge to\neach stockholder who so requests the powers, designations, preferences and\nrelative, participating, optional or other special rights of each class of stock\nor series thereof and the qualifications, limitations or restrictions of such\npreferences and\/or rights.\n\n               Any of or all the signatures on the certificate may be facsimile.\nIn case any officer, transfer agent or registrar who has signed or whose\nfacsimile signature has been placed upon a certificate shall have ceased to be\nsuch officer, transfer agent or registrar before such certificate is issued, it\nmay be issued by the corporation with the same effect as if he\/she were such\nofficer, transfer agent or registrar at the date of issue.\n\n                               LOST CERTIFICATES\n\n                                       17\n\n\n               SECTION 2. The Board of Directors may direct a new certificate or\ncertificates to be issued in place of any certificate or certificates\ntheretofore issued by the corporation alleged to have been lost, stolen or\ndestroyed, upon the making of an affidavit of that fact by the person claiming\nthe certificate of stock to be lost, stolen or destroyed. When authorizing such\nissue of a new certificate or certificates, the Board of Directors may, in its\ndiscretion and as a condition precedent to the issuance thereof, require the\nowner of such lost, stolen or destroyed certificate or certificates, or his\/her\nlegal representative, to advertise the same in such manner as it shall require\nand\/or to give the corporation a bond in such sum as it may direct as indemnity\nagainst any claim that may be made against the corporation with respect to the\ncertificate alleged to have been lost, stolen or destroyed.\n\n                               TRANSFER OF STOCK\n\n               SECTION 3. Upon surrender to the corporation or the transfer\nagent of the corporation of a certificate for shares duly endorsed or\naccompanied by proper evidence of succession, assignation or authority to\ntransfer, it shall be the duty of the corporation to issue a new certificate to\nthe person entitled thereto, cancel the old certificate and record the\ntransaction upon its books.\n\n                               FIXING RECORD DATE\n\n               SECTION 4. In order that the corporation may determine the\nstockholders entitled to notice of or to vote at any meeting of stockholders or\nany adjournment thereof, or entitled to receive payment of any dividend or other\ndistribution or allotment of any rights, or entitled to exercise any rights in\nrespect of any change, conversion or exchange of stock or for the purpose of any\nother lawful action, the Board of Directors may fix, in advance, a record date,\nwhich shall not be more than sixty (60) nor less than ten (10) days before the\ndate of such meeting, nor more\n\n                                       18\n\n\nthan sixty (60) days prior to any other action. A determination of stockholders\nof record entitled to notice of or to vote at a meeting of stockholders shall\napply to any adjournment of the meeting; provided, however, that the Board of\nDirectors may fix a new record date for the adjourned meeting.\n\n                            REGISTERED STOCKHOLDERS\n\n               SECTION 5. The corporation shall be entitled to recognize the\nexclusive right of a person registered on its books as the owner of shares to\nreceive dividends, and to vote as such owner, and to hold liable for calls and\nassessments a person registered on its books as the owner of shares and shall\nnot be bound to recognize any equitable or other claim to or interest in such\nshare or shares on the part of any other person, whether or not it shall have\nexpress or other notice thereof, except as otherwise provided by the laws of\nDelaware.\n\n                                  ARTICLE VII\n\n                    LIMITATIONS OF OWNERSHIP BY NON-CITIZENS\n\n               SECTION 1. For purposes of this Article VII, the following\ndefinitions shall apply:\n\n                      (a) \"Act\" shall mean Subtitle VII of Title 49 of the\nUnited States Code, as amended, or as the same may be from time to time amended.\n\n                      (b) \"Beneficial Ownership,\" \"Beneficially Owned\" or \"Owned\nBeneficially\" refers to beneficial ownership as defined in Rule 13d-3 (without\nregard to the 60-day provision in paragraph (d)(1)(i) thereof) under the\nSecurities Exchange Act of 1934, as amended.\n\n                      (c) \"Foreign Stock Record\" shall have the meaning set\nforth in Section 3.\n\n                      (d) \"Non-Citizen\" shall mean any person or entity who is\nnot a \"citizen of the United States\" (as defined in Section 41102 of the Act and\nadministrative interpretations\n\n                                       19\n\n\nissued by the Department of Transportation, its predecessors and successors,\nfrom time to time), including any agent, trustee or representative of a\nNon-Citizen.\n\n                      (e) \"Own or Control\" or \"Owned or Controlled\" shall mean\n(i) ownership of record, (ii) beneficial ownership or (iii) the power to direct,\nby agreement, agency or in any other manner, the voting of Stock. Any\ndetermination by the Board of Directors as to whether Stock is Owned or\nControlled by a Non-Citizen shall be final.\n\n                      (f) \"Permitted Percentage\" shall mean 25% of the voting\npower of the Stock.\n\n                      (g) \"Stock\" shall mean the outstanding capital stock of\nthe corporation entitled to vote; provided, however, that for the purpose of\ndetermining the voting power of Stock that shall at any time constitute the\nPermitted Percentage, the voting power of Stock outstanding shall not be\nadjusted downward solely because shares of Stock may not be entitled to vote by\nreason of any provision of this Article VII.\n\n               SECTION 2. It is the policy of the corporation that, consistent\nwith the requirements of the Act, Non-Citizens shall not Own and\/or Control more\nthan the Permitted Percentage and, if Non-Citizens nonetheless at any time Own\nand\/or Control more than the Permitted Percentage, the voting rights of the\nStock in excess of the Permitted Percentage shall be automatically suspended in\naccordance with Sections 3 and 4 below.\n\n               SECTION 3. The corporation or any transfer agent designated by it\nshall maintain a separate stock record (the \"Foreign Stock Record\") in which\nshall be registered Stock known to the corporation to be Owned and\/or Controlled\nby Non-Citizens. It shall be the duty of each stockholder to register his, her\nor its Stock if such stockholder is a Non-Citizen. The Foreign Stock Record\nshall include (i) the name and nationality of each such Non-Citizen and (iii)\nthe\n\n                                       20\n\n\ndate of registration of such shares in the Foreign Stock Record. In no event\nshall shares in excess of the Permitted Percentage be entered on the Foreign\nStock Record. In the event that the corporation shall determine that Stock\nregistered on the Foreign Stock Record exceeds the Permitted Percentage,\nsufficient shares shall be removed from the Foreign Stock Record so that the\nnumber of shares entered therein does not exceed the Permitted Percentage. Stock\nshall be removed from the Foreign Stock Record in reverse chronological order\nbased upon the date of registration therein.\n\n               SECTION 4. If at any time the number of shares of Stock known to\nthe corporation to be Owned and\/or Controlled by Non-Citizens exceeds the\nPermitted Percentage, the voting rights of Stock Owned and\/or Controlled by\nNon-Citizens and not registered on the Foreign Stock Record at the time of any\nvote or action of the stockholders of the corporation shall, without further\naction by the corporation, be suspended. Such suspension of voting rights shall\nautomatically terminate upon the earlier of the (i) transfer of such shares to a\nperson or entity who is not a Non-Citizen, or (ii) registration of such shares\non the Foreign Stock Record, subject to the last two sentences of Section 3.\n\n               SECTION 5. (a) The corporation may by notice in writing (which\nmay be included in the form of proxy or ballot distributed to stockholders in\nconnection with the annual meeting or any special meeting of the stockholders of\nthe corporation, or otherwise) require a person that is a holder of record of\nStock or that the corporation knows to have, or has reasonable cause to believe\nhas, Beneficial Ownership of Stock to certify in such manner as the corporation\nshall deem appropriate (including by way of execution of any form of proxy or\nballot of such person) that, to the knowledge of such person:\n\n                                       21\n\n\n                             (i) all Stock as to which such person has record\nownership or Beneficial Ownership is Owned and Controlled only by citizens of\nthe United States; or\n\n                             (ii) the number and class or series of Stock owned\nof record or Beneficially Owned by such person that is Owned and\/or Controlled\nby Non-Citizens is as set forth in such certificate.\n\n                      (b) With respect to any Stock identified in response to\nclause (a)(ii) above, the corporation may require such person to provide such\nfurther information as the corporation may reasonably require in order to\nimplement the provisions of this Article VII.\n\n                      (c) For purposes of applying the provisions of this\nArticle VII with respect to any Stock, in the event of the failure of any person\nto provide the certificate or other information to which the corporation is\nentitled pursuant to this Section 5, the corporation shall presume that the\nStock in question is Owned and\/or Controlled by Non-Citizens.\n\n                                  ARTICLE VIII\n\n                               GENERAL PROVISIONS\n\n                                   DIVIDENDS\n\n               SECTION 1. Dividends upon the capital stock of the corporation,\nsubject to the provisions of the certificate of incorporation, if any, may be\ndeclared by the Board of Directors at any regular or special meeting, pursuant\nto law. Dividends may be paid in cash, in property, or in shares of the capital\nstock, subject to the provisions of the certificate of incorporation.\n\n               SECTION 2. Before payment of any dividend, there may be set aside\nout of any funds of the corporation available for dividends such sum or sums as\nthe directors from time to time, in their absolute discretion, think proper as a\nreserve or reserves to meet contingencies, or for equalizing dividends, or for\nrepairing or maintaining any property of the corporation, or for\n\n                                       22\n\n\nsuch other purposes as the directors shall think conducive to the interest of\nthe corporation, and the directors may modify or abolish any such reserve in the\nmanner in which it was created.\n\n                                     CHECKS\n\n               SECTION 3. All checks or demands for money and notes of the\ncorporation shall be signed by such officer or officers or such other person or\npersons as the Board of Directors may from time to time designate.\n\n                                  FISCAL YEAR\n\n               SECTION 4. The fiscal year of the corporation shall be fixed by\nresolution of the Board of Directors.\n\n                                      SEAL\n\n               SECTION 5. The Board of Directors may adopt a corporate seal\nhaving inscribed thereon the name of the corporation, the year of its\norganization and the words \"Corporate Seal, Delaware.\" The seal may be used by\ncausing it or a facsimile thereof to be impressed or affixed or reproduced or\notherwise.\n\n                                INDEMNIFICATION\n\n               SECTION 6. The corporation shall, to the fullest extent\nauthorized under the laws of the State of Delaware, as those laws may be amended\nand supplemented from time to time, indemnify any director made, or threatened\nto be made, a party to an action or proceeding, whether criminal, civil,\nadministrative or investigative, by reason of being a director of the\ncorporation or a predecessor corporation or, at the corporation's request, a\ndirector or officer of another corporation, provided, however, that the\ncorporation shall indemnify any such agent in connection with a proceeding\ninitiated by such agent only if such proceeding was authorized by the Board of\nDirectors of the corporation. The indemnification provided for in this Section 6\n\n                                       23\n\n\nshall: (i) not be deemed exclusive of any other rights to which those\nindemnified may be entitled under any bylaw, agreement, vote of stockholders or\ndisinterested directors or otherwise, both as to action in their official\ncapacities and as to action in another capacity while holding such office,\n(ii) continue as to a person who has ceased to be a director, and (iii) inure to\nthe benefit of the heirs, executors and administrators of such a person. The\ncorporation's obligation to provide indemnification under this Section 6 shall\nbe offset to the extent of any other source of indemnification or any otherwise\napplicable insurance coverage under a policy maintained by the corporation or\nany other person.\n\n               Expenses incurred by a director of the corporation in defending a\ncivil or criminal action, suit or proceeding by reason of the fact that he\/she\nis or was a director of the corporation (or was serving at the corporation's\nrequest as a director or officer of another corporation) shall be paid by the\ncorporation in advance of the final disposition of such action, suit or\nproceeding upon receipt of an undertaking by or on behalf of such director to\nrepay such amount if it shall ultimately be determined that he\/she is not\nentitled to be indemnified by the corporation as authorized by relevant sections\nof the General Corporation Law of Delaware. Notwithstanding the foregoing, the\ncorporation shall not be required to advance such expenses to an agent who is a\nparty to an action, suit or proceeding brought by the corporation and approved\nby a majority of the Board of Directors of the corporation which alleges willful\nmisappropriation of corporate assets by such agent, disclosure of confidential\ninformation in violation of such agent's fiduciary or contractual obligations to\nthe corporation or any other willful and deliberate breach in bad faith of such\nagent's duty to the corporation or its stockholders.\n\n               The foregoing provisions of this Section 6 shall be deemed to be\na contract between the corporation and each director who serves in such capacity\nat any time while this\n\n                                       24\n\n\nbylaw is in effect, and any repeal or modification thereof shall not affect any\nrights or obligations then existing with respect to any state of facts then or\ntheretofore existing or any action, suit or proceeding theretofore or thereafter\nbrought based in whole or in part upon any such state of facts.\n\n               The Board of Directors in its discretion shall have power on\nbehalf of the corporation to indemnify any person, other than a director, made a\nparty to any action, suit or proceeding by reason of the fact that he, his\/her\ntestator or intestate, is or was an officer or employee of the corporation.\n\n               To assure indemnification under this Section 6 of all directors,\nofficers and employees who are determined by the corporation or otherwise to be\nor to have been \"fiduciaries\" of any employee benefit plan of the corporation\nwhich may exist from time to time, Section 145 of the General Corporation Law of\nDelaware shall, for the purposes of this Section 6, be interpreted as follows:\nan \"other enterprise\" shall be deemed to include such an employee benefit plan,\nincluding without limitation, any plan of the corporation which is governed by\nthe Act of Congress entitled \"Employee Retirement Income Security Act of 1974,\"\nas amended from time to time; the corporation shall be deemed to have requested\na person to serve an employee benefit plan where the performance by such person\nof his\/her duties to the corporation also imposes duties on, or otherwise\ninvolves services by, such person to the plan or participants or beneficiaries\nof the plan; excise taxes assessed on a person with respect to an employee\nbenefit plan pursuant to such Act of Congress shall be deemed \"fines.\"\n\n                                       25\n\n\n                                   ARTICLE IX\n\n                                   AMENDMENTS\n\n               SECTION 1. These bylaws may be altered, amended or repealed or\nnew bylaws may be adopted by the affirmative vote of holders of at least 66-2\/3%\nvote of the outstanding voting stock of the corporation. These bylaws may also\nbe altered, amended or repealed or new bylaws may be adopted by the Board of\nDirectors, when such power is conferred upon the Board of Directors by the\ncertificate of incorporation. The foregoing may occur at any regular meeting of\nthe stockholders or of the Board of Directors or at any special meeting of the\nstockholders or of the Board of Directors, subject to the notice requirements\nset forth herein. If the power to adopt, amend or repeal bylaws is conferred\nupon the Board of Directors by the certificate of incorporation it shall not\ndivest or limit the power of the stockholders to adopt, amend or repeal bylaws.\n\n                                       26\n\n\n                         CERTIFICATE OF ADOPTION BY THE\n                                  SECRETARY OF\n                          JETBLUE AIRWAYS CORPORATION\n\n               The undersigned, Thomas Kelly, hereby certifies that he is the\nduly elected and acting Secretary of JetBlue Airways Corporation, a Delaware\ncorporation (the \"Corporation\"), and that the Amended and Restated Bylaws\nattached hereto constitute the Bylaws of said Corporation as duly adopted by the\nBoard of Directors and the stockholders of the Corporation and as in effect on\nthe date hereof.\n\n               IN WITNESS WHEREOF, the undersigned has hereunto subscribed his\nname this _____ day of ________________, 2002.\n\n                                         ---------------------------------------\n                                         Thomas Kelly\n                                         SECRETARY\n\n                                       27\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7939],"corporate_contracts_industries":[9521],"corporate_contracts_types":[9573,9574],"class_list":["post-41534","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-jetblue-airways-corp","corporate_contracts_industries-transportation__air","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41534","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41534"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41534"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41534"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41534"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}