P.O. Box 520461, San Jose Village, Tinian, MP 96952-0461

Tel.: 670-433-9998/9989 Fax.: 670-433-9990 Web site: www.starmarianasair.com

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Marianas Air

July 19, 2011

US Department of Transportation

Air Carrier Fitness Division

Attn: Ms. Laura Remo

1200 New Jersey Avenue, SE

Washington, DC 20590

Re: Email Correspondence dated July 12, 2011

In reference to Docket DOT-OST-2010-0235

Application of Star Marianas Air, Inc. for Commuter Authority

Dear Ms. Remo,

I am writing in response to the email correspondence from Ms. Catherine O’Toole received on July 12

th

wherein additional ownership information was requested in relation to Star Marianas Air, Inc’s request 

for Commuter Authority. I have reproduced the request from the email and included the response to 

the request below and in attachments to this letter.

1. “Star’s Annual Report dated May 9, 2011, filed with the Department of Commerce of CNMI 

indicates that there are 100,000 shares of Star stock issued and outstanding, and the amount 

paid for these shares is $100,000. Star’s Balance Sheet for March 31, 2011, lists $20,000 of 

capital stock. Please provide the quantities of Star stock 1) authorized, 2) issued, and 3) 

outstanding, as of June 30, 2011. Please list all shareholders or subscribers of this stock and 

provide any corresponding subscription agreements or shareholder agreements.”

Response: Please see Attachment #1 for an amended corporate report, which reflects the

current stock status showing 100,000 shares of authorized stock, 20,000 shares of stock

issued, and 80,000 shares outstanding.

2. “Star’s Restated Articles of Incorporation dated May 2008, state in Article XVI that there are no 

restrictions on stock ownership, including the statement that stock purchase is not limited to U.S. 

citizens. What protection has Star taken in its governance documents to ensure that the air 

carrier remains a U.S. citizen as required by 49 U.S.C. 40102(a)(15)?”

Response: Please see Attachments #2 (Star Marianas Air Shareholders Resolution) and #3

(Star Marianas Air Directors Resolution) which amend the restated articles of incorporation

dated May 2008 to include language ensuring the corporation remains a US Citizen as required

by 49 U.S.C 40102(a)(15).
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COMPLIANCE DISPOSITION

The contents of this application and the attached exhibits(s) are true and correct to the best of 

my knowledge and belief. Pursuant to Title 18 United States Code Section 1001, I Shaun Christian, in my 

individual capacity as the authorized representative of the applicant, have not in any manner knowingly 

and willfully falsified, concealed or failed to disclose any material fact or made any false, fictitious, or 

fraudulent statement or knowingly used any documents which contains such statements in connection 

with the preparation, filing or prosecution of the applicant. I understand that an individual who is found 

to have violated the provisions of 18 United States Code Section 1001 shall be fined or imprisoned not 

more than five years, or both.

Please feel welcome to contact me should you have any questions or need additional information. I 

look forward to finalizing our application process in the near future.

Sincerely,

Shaun R Christian

President/COO

Enclosure: Attachments 1 through 3
ATTACHMENT 1

AMMENDED CORPORATE ANNUAL REPORT

JULY 19, 2011

ATTACHMENT 2

STAR MARIANAS AIR 

SHAREHOLDERS RESOLUTION

JULY 15, 2011
WAIVER OF NOTICE AND CONSENT

TO ACTION WITHOUT MEETING

MEETING OF

THE SHAREHOLDERS OF

STAR MARIANAS AIR INC. 

The undersigned, being all of the shareholders of Star Marianas Air Inc., ("Corporation"), 

pursuant to CNMI law and the Corporation's By-laws, waive notice of meeting, and consent to 

the adoption of the following resolutions without meeting:

WHEREAS, Shaun Christian and Paz Christian are the only shareholders of the 

Corporation;

WHEREAS, the Corporation is authorized to issue 100,000 shares of stock only 20, 000 

shares have been issued and are outstanding.

WHEREAS, Shaun Christian and Paz Christian are the only shareholders of the 

Corporation with each owning 10,000 shares of stock.

WHEREAS, there are 80,000 shares which are not issued and have not been subscribed 

to.

WHEREAS, there is currently no restriction on the ownership or transfer of shares.

WHEREAS, the shareholders desire to amend Article XVI of the Corporation’s Articles 

of Incorporation to place restriction on ownership of shares:

NOW THEREFORE BE IT RESOLVED that the existing Article XVI of the 

Corporation’s Articles of Incorporation is hereby repealed and the following is hereby adopted as 

Article XVI:

XVI

RESTRICTION ON STOCK OWNERSHIP

(A) The ownership of shares shall not be limited to United States 

citizens. This Corporation shall, however, be owned and operated in 

compliance with 49 U.S.C. 40103(a)(15) and all other federal laws and 

regulations governing a domestic air carrier. Any transfer or conveyance 

of stock or interest in stock which is contrary to 49 U.S.C. § 

40103(a)(15) or any other applicable federal law governing a domestic 

air carrier shall be null and void and shall not have any effect 

whatsoever. 
(B) If a Shareholder intends to sell, exchange, or otherwise transfer any 

shares of stock (“Offered Shares”) to anyone, then said Shareholder shall 

first send a written notice to the Corporation and all the other 

Shareholders specifying the number of shares to be transferred, the 

proposed purchase price and payment terms, the identity of the transferee 

and any other material terms of the transfer. For a period of 30 days, the 

Corporation shall have an option to purchase all or any part of the 

Offered Shares upon payment of the price specified in the offer. If within 

the 30 day period the Corporation does not exercise its option to 

purchase all of the shares specified in the notice, then the other 

Shareholders shall have an option for an additional 15 day period to 

purchase all (but not less than all) the shares not purchased by the 

Corporation (the "Available Shares") at the same purchase price and 

upon the same terms and conditions. The Available Shares shall be 

divided among the Shareholders electing to purchase them in such 

manner as they may agree or if they do not so agree, in proportion to the 

number of shares of the Corporation then owned by such Shareholders. 

If, however, the Corporation in good faith determines the proposed sale 

will cause the Corporation to be in violation of 49 U.S.C. § 40103(a)(15) 

or any other federal law governing domestic air carriers, then the 

Corporation can forbade the sale or take any legal action necessary to 

enjoin the sale. 

RESOLVED that Article XVI of the Corporation's Articles of Incorporation is hereby 

amended to reflect to read as above.

RESOLVED that the Corporation’s Board of Director’s shall take the necessary action to 

effectuate the amendment to Article XVI of the Corporation’s Article of Incorporation. 

BE IT FURTHER RESOLVED, the effective date of this Resolution shall be upon 

their execution.

IN WITNESS WHEREOF, the undersigned, being the directors of the Corporation 

hereby execute this Waiver of Notice and Consent to Action Without Meeting on this 15th day of 

July, 2011.

_____________________ _____________________

 Shaun Christian Paz Christian

 Shareholder Shareholder
ATTACHMENT 3

STAR MARIANAS AIR 

BOARD OF DIRECTORS RESOLUTION

JULY 15, 2011
WAIVER OF NOTICE AND CONSENT

TO ACTION WITHOUT MEETING

MEETING OF

THE BOARD OF DIRECTORS OF

STAR MARIANAS AIR INC. 

The undersigned, being the members of the Board of Directors of Star Marianas Air Inc., 

("Corporation"), pursuant to CNMI law and the Corporation's By-laws, waive notice of meeting, 

and consent to the adoption of the following resolutions without meeting:

WHEREAS, Shaun Christian and Paz Christian are the only shareholders of the 

Corporation;

WHEREAS, the shareholders have voted to amended XVI of the Corporation’s Articles 

of Incorporation to provide for restriction of stock ownership and transfer of shares..

WHEREAS, the amendment to Article XVI as approved by the shareholder’s is as 

follows:

XVI

RESTRICTION ON STOCK OWNERSHIP

(A) The ownership of shares shall not be limited to United States 

citizens. This Corporation shall, however, be owned and operated in 

compliance with 49 U.S.C. 40103(a)(15) and all other federal laws and 

regulations governing a domestic air carrier. Any transfer or conveyance 

of stock or interest in stock which is contrary to 49 U.S.C. § 

40103(a)(15) or any other applicable federal law governing a domestic 

air carrier shall be null and void and shall not have any effect 

whatsoever. 

(B) If a Shareholder intends to sell, exchange, or otherwise transfer any 

shares of stock (“Offered Shares”) to anyone, then said Shareholder shall 

first send a written notice to the Corporation and all the other 

Shareholders specifying the number of shares to be transferred, the 

proposed purchase price and payment terms, the identity of the transferee 

and any other material terms of the transfer. For a period of 30 days, the 
Corporation shall have an option to purchase all or any part of the

Offered Shares upon payment of the price specified in the offer. If within 

the 30 day period the Corporation does not exercise its option to 

purchase all of the shares specified in the notice, then the other 

Shareholders shall have an option for an additional 15 day period to 

purchase all (but not less than all) the shares not purchased by the 

Corporation (the "Available Shares") at the same purchase price and 

upon the same terms and conditions. The Available Shares shall be 

divided among the Shareholders electing to purchase them in such 

manner as they may agree or if they do not so agree, in proportion to the 

number of shares of the Corporation then owned by such Shareholders. 

If, however, the Corporation in good faith determines the proposed sale 

will cause the Corporation to be in violation of 49 U.S.C. § 40103(a)(15) 

or any other federal law governing domestic air carriers, then the 

Corporation can forbade the sale or take any legal action necessary to 

enjoin the sale. 

WHEREAS, the shareholders also authorized the directors to take the necessary action to 

effectuate the amendment to XVI of the Corporation’s Articles of Incorporation.

NOW THEREFORE BE IT RESOLVED that Article XVI of the Corporation’s Articles of 

Incorporation as amended by the Corporation’s shareholder’s is hereby adopted as an official act 

of the Corporation and the Articles of Incorporation are hereby amended to reflect the change.

BE IT FURTHER RESOLVED that the Corporation’s President shall take all necessary action 

to effectuate the amendment to Article XVI of the Corporation’s Articles of Incorporation. 

RESOLVED, the effective date of this Resolution shall be upon their execution.

IN WITNESS WHEREOF, the undersigned, being the directors of the Corporation hereby 

execute this Waiver of Notice and Consent to Action Without Meeting on this 15th day of July, 

2011.

_____________________ _____________________

 Shaun Christian Paz Christian

 Director Director