**EXHIBIT3(a)**

 

AMENDED AND RESTATED

LAWS

OF

AIRBORNE,INC.

(A Delaware Corporation)

ARTICLE I

Offices

    1.         Registered Office.The registered office of the corporation shall be located at suchaddress as shall be designated by the Board of Directors within the City of Wilmington,Delaware.

    2.         Other Offices.The corporation may have other offices, within or outside the State ofDelaware and within or outside the United States, at such place or places asthe Board of Directors may appoint from time to time or the business of thecorporation may require.

ARTICLE II

Shareholders' Meetings

    1.         All meetings of the shareholders shall be held at theprincipal office of the corporation or at such other place as shall bedetermined from time to time by the Board of Directors, and the place at whichsuch meeting shall be held shall be stated in the notice and call of themeeting.

    2.         The annual meeting of the shareholders for the election ofdirectors and for the transaction of such other business as may properly comebefore the meeting shall be held each year at the hour of 10 a.m. on thefifth Tuesday in April or, if there is no such date in such year, on the firstTuesday in May. If the date for the annual meeting as prescribed by thepreceding sentence is a legal holiday, then the annual meeting shall instead beheld on the day following at the same hour.If the annual meeting of the shareholders be not held as hereinprescribed, the election of directors may be held at any meeting called pursuantto these By‐laws and the laws of the State of Delaware.

    3.         Atan annual meeting of shareholders, an item of business may be conducted, and aproposal may be considered and acted upon, only if such item or proposal isbrought before the annual meeting (a) by, or at the direction of, the Boardof Directors, or (b) by any shareholder of the corporation who is entitled tovote at the meeting and who complies with the procedures set forth in theremainder of this Section 3.  ThisSection 3 shall not apply to matters of procedure, which shall instead besubject to the authority of the presiding officer at the meeting.

For an item of business or proposal to be brought beforean annual meeting by a shareholder, the shareholder must have given timelynotice thereof in writing to the Secretary of the corporation.  To be timely, a shareholder's notice must bedelivered to, or mailed and received at, the principal office of thecorporation (a) not less than forty‐five (45) days prior to thefirst anniversary of the date on which the corporation first mailed its proxymaterials for the prior year's annual meeting of shareholders, or (b) ifthe corporation did not hold an annual meeting during the prior year or thedate of the current year's annual meeting has changed more than thirty (30)days from the prior year, a reasonable time before the corporation mails itsproxy materials for the current year.

A shareholder's notice to the Secretary under thisSection 3 shall set forth, as to each item of business or proposal theshareholder intends to bring before the annual meeting (i) a brief descriptionof the item of business or proposal and the reasons for bringing it before theannual meeting, (ii) the name and address, as they appear on the corporation'sbooks, of the shareholder and of any other shareholders that the shareholderknows or anticipates will support the item of business or proposal, (iii) thenumber and class of shares of stock of the corporation that are beneficiallyowned on the date of such notice by the shareholder and by any such other shareholders,(iv) any financial interest of the shareholder or any such other shareholdersin such item of business or proposal, (v) a statement as to whether suchshareholder and any such other shareholders intend to solicit proxies insupport of such proposals and (vi) in the case of nominations of directors, theexistence and nature of any financial or other arrangements or understandingsbetween such directors and such shareholder or such other shareholders pursuantto which such nominations are being made.

The Board of Directors, or a designated committee thereof,may reject a shareholder's notice that is not timely given in accordance withthe terms of this Section 3.  Ifthe Board of Directors, or a designated committee thereof, determines that theinformation provided in a shareholder's notice does not satisfy therequirements of this Section 3 in any material respect, the Secretary ofthe corporation shall notify the shareholder of the deficiency in the notice.  The shareholder shall have an opportunity tocure the deficiency by providing additional information to the Secretary withinsuch period of time, not to exceed five (5) days from the date suchdeficiency notice is given to the shareholder, as the Board of Directors orsuch committee shall reasonably determine.If the deficiency is not cured within such period, or if the Board ofDirectors or such committee determines that the additional information providedby the shareholder, together with information previously provided, does notsatisfy the requirements of this Section 3 in any material respect, thenthe Board of Directors or such committee may reject the shareholder'snotice.  

Notwithstanding the procedures set forth above in thisSection 3, if a shareholder desires to bring an item of business orproposal before an annual meeting (it being understood that, except as may berequired by law, a shareholder shall not have the right to bring an item ofbusiness or proposal before a special meeting), and neither the Board ofDirectors nor any committee thereof has made a prior determination of whetherthe shareholder has complied with the procedures set forth in thisSection 3 in connection with such item of business or proposal, then thechairman of the annual meeting shall determine and declare at the annualmeeting whether the shareholder has so complied.  If the chairman determines that the shareholder has so complied,then the chairman shall so state and ballots shall be provided for use at themeeting with respect to such item of business or proposal.  If the chairman determines that theshareholder has not so complied, then, unless the chairman, in his sole andabsolute discretion, determines to waive such compliance, the chairman shallstate that the shareholder has not so complied and the item of business orproposal shall not be brought before the annual meeting.

This Section 3 shall not prevent the considerationand approval or disapproval at the annual meeting of reports of officers,directors and committees of the Board of Directors, but, in connection withsuch reports, no item of business may be conducted, and no proposal may beconsidered and acted upon, unless there has been compliance with the proceduresset forth in this Section 3 in connection therewith.

    4.         At the annual meeting of shareholders, the order of businessshall be as determined by the presiding officer.

    5.         Special meetings of the shareholders for any purpose otherthan those regulated by statute may be called at any time by the Board ofDirectors and shall be called by the Secretary at any time, upon writtenrequest of the Chief Executive Officer or of any two directors.

    6.         Notice of the time and place of the annual meeting or of anyspecial meeting of shareholders shall be given by delivering or by mailing awritten or printed notice of the same at least ten days, and not more thansixty days, prior to the meeting, with postage prepaid, to each shareholder ofrecord entitled to vote at such meeting and addressed to the shareholder's lastknown post office address appearing on the books of the corporation.

    Notice of any shareholders' meeting may be waived in writing by anyshareholder at any time.

    7.         Exceptas otherwise required by the Certificate of Incorporation or by law:

(a)       A quorum atany annual or special meeting of shareholders shall consist of shareholdersrepresenting, either in person or by proxy, a majority of the outstandingshares of the corporation entitled to vote at such meeting;

(b)       If a quorumbe not present at a properly called shareholders' meeting, the meeting may beadjourned by those present, without new notice being given; provided, however,that any meeting at which directors are to be elected shall be adjourned onlyfrom day to day until such directors have been elected, and a quorumestablished at any time during such meeting, including adjournments thereof,shall constitute a quorum for the purpose of electing directors;

(c)        At anyproperly called meeting or adjourned meeting of shareholders at which a quorumas in this paragraph 7 is defined is present (i) in all matters, other than theelection of directors, the affirmative vote of the majority of shares presentin person or represented by proxy and entitled to vote on the subject mattershall be the act of the shareholders, and (ii) directors shall be elected by aplurality of the votes of the shares present in person or represented by proxyat the meeting and entitled to vote on the election of directors; and

(d)       Every shareholder entitled to vote shallhave the right to vote either in person or by proxy.

ARTICLE III

Stock

    1.         Certificates representing shares of stock shall be issued innumerical order, and each shareholder shall be entitled to a certificatebearing signature or facsimile signature of the Chief Executive Officer,President or Vice President, and the Treasurer or an Assistant Treasurer, orthe Secretary or an Assistant Secretary, certifying to the number of sharesowned.  Certificates bearing facsimilesignatures of any of the foregoing may be issued during a reasonable periodfollowing such person leaving office.

    2.         Transfers of shares shall be made only upon the transferbooks of the corporation, kept at the office of the corporation or Registrarduly authorized by the Board of Directors; and before a new certificate isissued, the old certificates shall be surrendered for cancellation.

    3.         Registered shareholders only shall be entitled to be treatedby the corporation as the holders in fact of the shares standing in theirrespective names, and the corporation shall not be bound to recognize anyequitable or other claim to or interest in any share on the part of any otherperson, whether or not it shall have express or other notice thereof, except asexpressly provided by the laws of the State of Delaware.

    4.         In case of loss or destruction of any certificaterepresenting shares of stock, another may be issued in its place upon proof ofsuch loss or destruction and upon the giving of a satisfactory bond orindemnity to the corporation in such sum or in such manner as the Board ofDirectors may provide.

    5.         In order that the corporation may determine the shareholdersentitled to notice of or to vote at any meeting of shareholders or anyadjournment thereof, or to express consent to corporate action in writingwithout a meeting, or entitled to receive payment of any dividend or otherdistribution or allotment of any rights, or entitled to exercise any rights inrespect of any change, conversion, or exchange of stock, or for the purpose ofany other lawful action, the Board of Directors may fix, in advance, a recorddate which shall not be more than sixty nor less than ten days before the dateof such meeting nor more than sixty days prior to any other action.

ARTICLE IV

Board of Directors

    1.         The management of the affairs, property and interests of thecorporation shall be vested in the Board of Directors, consisting of no lessthan eight and no more than twelve persons, as determined from time to time byresolution of the Board of Directors.The directors shall be classified with respect to the time for whichthey shall severally hold office, by dividing them into three classes, to beknown as classes "A", "B", and "C".  Thenumber of directors in each of the three classes shall be as determined fromtime to time by resolution of the Board of Directors.

At each annual election, the successors to the class ofdirectors whose terms shall expire in that year shall be elected to hold officefor the term of three years so that the terms of office of one class ofdirectors shall expire in each year.The terms of office of directors in Class A shall expire in 2001 andevery three years thereafter; the terms of office of directors in Class B shallexpire in 2002 and every three years thereafter; and the terms of office ofdirectors in Class C shall expire in 2000, and every three years thereafter.

Upon any increase in the size of the Board of Directors,the additional position(s) shall be filled by a vote of a majority of thedirectors then in office, who shall designate, in conformity with the terms ofthis Section 1, the class to which each additional director shall beassigned.  Notwithstanding any otherprovision of these By‐laws or of law, no amendment of these By‐lawsthat would have the effect of increasing the number of directors of thecorporation to a number larger than 12 shall be valid unless approved by voteof the shareholders of the corporation.

    2.         Nominations of candidates for election as directors at anannual meeting of shareholders may only be made (a) by, or at thedirection of, the Board of Directors, or (b) by any shareholder of thecorporation who is entitled to vote at the meeting and who complies with theprocedures set forth in the remainder of this Section 2.

If a shareholder proposes to nominate one or morecandidates for election as directors at an annual meeting, the shareholder musthave given timely notice thereof in writing to the Secretary of thecorporation. To be timely, a shareholder's notice must be delivered to, ormailed and received at, the principal office of the corporation (a) notless than forty‐five (45) days prior to the first anniversary of the dateon which the corporation first mailed its proxy materials for the prior year'sannual meeting of shareholders, or (b) if the corporation did not hold anannual meeting during the prior year or the date of the current year's annualmeeting has changed more than thirty (30) days from the prior year, areasonable time before the corporation mails its proxy materials for thecurrent year.

A shareholder's notice to the Secretary under thisSection 2 shall set forth, as to each person whom the shareholder proposesto nominate for election as a director (a) the name, age, business addressand residence address of such person, (b) the principal occupation oremployment of such person, (c) the number and class of shares of stock ofthe corporation that are beneficially owned on the date of such notice by suchperson, and (d) any other information relating to such person required tobe disclosed in solicitations of proxies with respect to nominees for electionas directors pursuant to Regulation 14A under the Securities Exchange Actof 1934, including but not limited to information required to be disclosedby Schedule 14A of Regulation 14A, and any other information that the shareholderwould be required to file with the Securities and Exchange Commission inconnection with the shareholder's nomination of such person as a candidate fordirector or the shareholder's opposition to any candidate for directornominated by, or at the direction of, the Board of Directors.  In addition to the above information, ashareholder's notice to the Secretary under this Section 2 shall(i) set forth (A) the name and address, as they appear on thecorporation's books, of the shareholder and of any other shareholders that theshareholder knows or anticipates will support any candidate or candidatesnominated by the shareholder, and (B) the number and class of shares of stockof the corporation that are beneficially owned on the date of such notice bythe shareholder and by any such other shareholders, and (ii) be accompanied bya written statement, signed and acknowledged by each candidate nominated by theshareholder, that the candidate agrees to be so nominated and to serve as adirector of the corporation if elected at the annual meeting.

The Board of Directors, or a designated committee thereof,may reject any shareholder's nomination of one or more candidates for electionas directors if the nomination is not made pursuant to a shareholder's noticetimely given in accordance with the terms of this Section 2.  If the Board of Directors, or a designatedcommittee thereof, determines that the information provided ina shareholder's notice does not satisfy the requirements of this Section 2in any material respect, the Secretary of the corporation shall notify theshareholder of the deficiency in the notice.The shareholder shall have an opportunity to cure the deficiency byproviding additional information to the Secretary within such period of time,not to exceed five (5) days from the date such deficiency notice is givento the shareholder, as the Board of Directors or such committee shallreasonably determine.  If the deficiencyis not cured within such period, or if the Board of Directors or such committeedetermines that the additional information provided by the shareholder,together with information previously provided, does not satisfy therequirements of this Section 2 in any material respect, then the Board ofDirectors or such committee may reject the shareholder's notice.  

Notwithstanding the procedures set forth above in thisSection 2, if a shareholder proposes to nominate one or more candidatesfor election as directors at an annual meeting, and neither the Board ofDirectors nor any committee thereof has made a prior determination of whetherthe shareholder has complied with the procedures set forth in thisSection 2 in connection with such nomination, then the chairman of theannual meeting shall determine and declare at the annual meeting whether theshareholder has so complied.  If thechairman determines that the shareholder has so complied, then the chairmanshall so state and ballots shall be provided for use at the meeting withrespect to such nomination.  If thechairman determines that the shareholder has not so complied, then, unless thechairman, in his sole and absolute discretion, determines to waive suchcompliance, the chairman shall state that the shareholder has not so compliedand the defective nomination shall be disregard.

    3.         Notwithstanding the power and authority of the Board ofDirectors to amend these By‐laws, including, without limitation,provisions relating to the number of directors, the number of directors may atany time be increased or decreased by a vote of the majority of the votingstock issued and outstanding, at any regular or special meeting ofshareholders, if the notice of such meeting contains a statement of theproposed increase or decrease; and in case of any such increase, the Board ofDirectors or the shareholders, at any general or special meeting held beforethe Board of Directors takes action, shall have power to elect such additionaldirectors, to hold office until the next annual meeting of the shareholders anduntil their successors are elected and qualified.

    4.         All vacancies in the Board of Directors, whether caused byresignation, death, or otherwise, may, except as otherwise provided in theCertificate of Incorporation, be filled by a majority of the remainingdirectors attending a stated or special meeting called for that purpose, eventhough less than a quorum be present, or by the shareholders at any regular orspecial meeting held prior to the filling of such vacancies by the Board ofDirectors as above provided.  A directorthus elected to fill any vacancy shall hold office for the unexpired term ofthe newly created position and until a successor is elected and qualified.

    5.         Regular meetings of the Board of Directors may be heldwithout notice at the principal office of the corporation or at such otherplace or places as the Board of Directors may designate from time to time.  The annual meeting of the Board shall beheld without notice immediately following the adjournment of the annual meetingof shareholders.

    6.         Special meetings of the Board of Directors may be called atany time by the Chairman or by any two directors, to be held at the principaloffice of the corporation or at such other place or places as the Board ofDirectors may designate from time to time.

    7.         The notice of all special meetings of the Board of Directorsshall be given to each director by delivering, telegraphing, or mailing awritten or printed notice of the same at least three days prior to the meetingand, if by mail, with postage prepaid, Sundays and holidays excluded; providedthat if a meeting by telephone is to be held as permitted by statute, verbal orwritten notice thereof shall be given at least three hours prior to thescheduled time for such meeting.

    8.         The presence of one‐half or more of the members of thewhole Board of Directors shall be necessary at all meetings to constitute aquorum for the transaction of business, but less than a quorum may adjourn anymeeting which may be held on a subsequent date without further notice, provideda quorum be present at such deferred meeting.

    9.         There may be an Executive Committee of the Board ofDirectors, which, if constituted, shall meet on call of the Chief ExecutiveOfficer or any two Committee members and shall be comprised of two salariedofficer‐members and two outside members, or as otherwise determined bythe Board of Directors.  The ExecutiveCommittee may act for the full Board between meetings and shall have suchspecific powers as delegated by the Board.

Other standing or temporary committees may be appointedfrom its own number by the Board of Directors from time to time, and the Boardof Directors may invest from time to time such Committee with powers as it maysee fit, subject to such other conditions as may be prescribed by the Board.

Each committee of the Board shall keep regular minutes ofthe transaction of its meetings and shall cause them to be recorded in bookskept for that purpose in the office of the corporation and shall report thesame to the Board of Directors at its next meeting.

    10.       By resolution of the Board of Directors, a fixed annual sumand attendance fee, together with expenses of attendance, if any, may beallowed the directors who are not salaried by the corporation for theirservices and for attendance at each regular or special meeting of such Board;provided, that nothing herein contained shall be construed to preclude anydirector from serving the corporation in any other capacity and receivingcompensation therefor.  Members ofspecial or standing committees may be allowed like compensation for attendingcommittee meetings.

ARTICLE V

Officers

    1.         The officers of the corporation may include a Chairman ofthe Board and Chief Executive Officer, a Vice Chairman of the Board, aPresident, one or more Vice Presidents, a Secretary, and a Treasurer and mayinclude one or more Executive Vice Presidents, one or more Senior VicePresidents, one or more Assistant Vice Presidents, one or more AssistantSecretaries, one or more Assistant Treasurers, a Comptroller, and one or moreAssistant Comptrollers, all of whom shall hold office in the discretion of theBoard of Directors.  The Chairman of theBoard and Chief Executive Officer shall be a director, and any of the otherofficers may be directors of the corporation.Any person may hold more than one office, if permitted by law.  The officers of the corporation shall havethe following duties, subject at all times to action of the Board of Directors:

    2.         Chairman of the Board:  The Chairman of the Board shall be chairman of and preside at allmeetings of the Board of Directors and all meetings of the shareholders of thecorporation; shall determine the agenda for all such meetings; and may callspecial meetings of the Board of Directors at such times, at such places, andfor such purposes as the Chairman shall determine.  The Chairman of the Board shall also be the Chief ExecutiveOfficer and shall have general management and direction of the business and ofother officers of the corporation, including all powers ordinarily incidentthereto.  Except where by law thesignature of the President is required, the Chief Executive Officer shallpossess the same power to sign all certificates, contracts, and otherinstruments of the corporation which may be authorized by the Board ofDirectors.  The Board of Directors shallfrom time to time determine who shall exercise the functions of the ChiefExecutive Officer during the absence or disability of such officer.

    3.         Vice Chairman of the Board:  The Vice Chairman of the Board, if one is appointed, shall exercisethe functions of the Chairman during the absence or disability of the Chairman.

    4.         President:The President shall be the principal operating officer of thecorporation and shall exercise the functions of the Chairman in the absence ordisability of the Chairman and the Vice Chairman.

    5.         Vice Presidents:The Executive Vice Presidents, Senior Vice Presidents, Vice Presidents,and Assistant Vice Presidents shall have such powers and discharge such dutiesas may be assigned from time to time by the Chief Executive Officer or theBoard of Directors.

    6.         The Secretary and/or Assistant Secretary shall issue noticesfor all meetings, except that notice for special meetings of directors calledat the request of two directors as provided in Section 6 ofArticle IV of the By‐laws may be issued by such directors; shallkeep minutes of all meetings; shall have charge of the seal and the corporatebooks; and shall make such reports and perform such other duties as areincident to the office or are properly required by the Board of Directors.

    7.         The Treasurer and/or Assistant Treasurer shall have thecustody of all moneys and securities of the corporation and shall keep regularbooks of account; shall disburse the funds of the corporation in payment of thejust demands against the corporation or as may be ordered by the Board ofDirectors, taking proper vouchers for such disbursements; shall render to theBoard of Directors from time to time as may be required an account of alltransactions as may be assigned from time to time by Chief Executive Officer orthe Board of Directors.

    8.         In the case of absence or inability to act of any officer ofthe corporation and of any person herein authorized to act in place thereof,the Board of Directors may from time to time delegate the powers or duties ofsuch officer to any other officer or any director or other person whom it mayselect.

    9.         Vacancies in any office arising from any cause may be filledby the directors at any regular or special meeting.

    10.       The Board of Directors may appoint such other officers andagents as it shall deem necessary or expedient, who shall hold their officesfor such terms and shall exercise such powers and perform such duties as shallbe determined from time to time by the Board of Directors.

    11.       The salaries of all officers and agents of the corporationshall be fixed by the Board of Directors.

    12.       The officers of the corporation shall hold office until theirsuccessors are chosen and qualify.  Anyofficer elected or appointed by the Board of Directors may be removed at anytime, with or without cause, by the affirmative vote of a majority of the wholeBoard of Directors.

    13.       The Board of Directors may, by resolution, require any and allof the officers to give bonds to the corporation, with sufficient surety orsureties, conditioned for the faithful performance of the duties of theirrespective offices and to comply with such other conditions as may from time totime be required by the Board of Directors.

ARTICLE VI

Dividends and Finance

    1.         Dividends may be declared by the Board of Directors and paidout of the annual net profits of the corporation or out of its net assets inexcess of its capital, subject to the conditions and limitations imposed by theCertificate of Incorporation of the corporation and the laws of the State ofDelaware.

    2.         Before making any distribution of profits, there may be setaside out of the net profits of the corporation such sums as the directors fromtime to time in their absolute discretion deem expedient as a reserve fund tomeet contingencies, or for equalizing dividends, or for maintaining anyproperty of the corporation, or for any other purposes, and any profits of anyyear not distributed as dividends shall be deemed to have been thus set apartuntil otherwise disposed of by the Board of Directors.

    3.         The moneys of the corporation shall be deposited in the nameof the corporation in such bank or banks or trust company or trust companies asthe Board of Directors shall designate, and shall be drawn out only byinstrument signed by persons designated by resolution by the Board ofDirectors.

ARTICLE VII

Notices

    1.         Whenever the provisions of the statute or these By‐lawsrequire notice to be given to any director, officer, or shareholder, they shallnot be construed to mean personal notice; such notice may be given in writingby depositing the same in a post office or letter box, in a postpaid, sealedwrapper, addressed to such director, officer, or shareholder at his or heraddress as the same appears on the books of the corporation, and the time whenthe same shall be mailed shall be deemed to be the time of the giving of suchnotice.  Notice may also be given bytelegraph, in which event proof of delivery shall be required.

    2.         A waiver of any notice in writing, signed by a shareholder,director, or officer, whether before or after the time stated in said waiverfor holding a meeting, shall be deemed equivalent to a notice required to begiven to any director, officer, or shareholder.

ARTICLE VIII

Seal

The corporate seal of the corporation shall be in the formprescribed by the Board of Directors.

ARTICLE IX

Amendments

These By‐laws may be altered, amended, or repealed by the Board ofDirectors.

Theforegoing By‐laws were initially duly adopted as the By‐laws ofAirborne, Inc., a Delaware corporation, on the 8th day of August, 2000, by theBoard of Directors, and were amended and restated by the Board of Directors onthe ___ day of August, 2001.

 

 

 

/s/David C. Anderson          

                                                                        DavidC. Anderson, Secretary