**Exhibit 3.19**

BYLAWS 

OF 

AIRPAX HOLDINGS, INC. 

*a Delaware corporation*

*Adopted as of April 23, 2004*

ARTICLE 1 

OFFICES 

Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at 9 East Loockerman Street, Suite 1B, Dover, Delaware, County of Kent 19901. Thename of the corporation’s registered agent at such address shall be National Registered Agents, Inc. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

Section 2. Other Offices. The corporation may also have offices at such other places, both within and without the Stateof Delaware, as the board of directors may from time to time determine or the business of the corporation may require. 

ARTICLE II 

MEETING OF STOCKHOLDERS 

Section 1. Place and Time of Meetings. An annual meeting of the stockholders shall be held each year within one hundred twenty (120 days after the close of the immediately preceding fiscal year of the corporation for thepurpose of electing directors and conducting such other proper business as may come before the meeting. The date, time and place of the annual meeting shall be determined by the president of the corporation; provided that, if the presidentdoes not act, the board of directors shall determine the date, time and place of such meeting. 

Section 2. SpecialMeetings. Special meetings of stockholders may be called for any purpose, unless otherwise prescribed by statue or by the certificate of incorporation, and may be held at such time and place, within or without the State of Delaware, as shall bestated in a notice of meeting or in a duly executed waiver of notice thereof. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Such meeting may be called at any time by the board ofdirectors or the president and shall be called by the president upon the written request of holders of shares entitled to cast not less than a majority of the votes at the meeting, such written request shall state the purpose or purposes of themeeting and shall be delivered to the president. 

Section 3. Place of Meetings. The board of directors may designate anyplace, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting is otherwise called, the place ofthe meeting shall be the principal executive office of the corporation. 

Section 4. Notice. Whenever stockholders are required or permitted to take action at ameeting, written or printed notice stating the place, date, time and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor morethan sixty (60) days before the date of the meeting. All such notices shall be delivered, either personally or by mail, by or at the direction of the board of directors, the president or the secretary, and if mailed, such notice shall be deemedto be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation. Attendance of a person at a meeting shall constitute a waiverof notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. 

Section 5. Stockholders List. The officer having charge of the stock ledger of the corporation shall make, at least ten (10) daysbefore every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of eachstockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either (i) on a reasonablyaccessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) at a place within the city where the meeting is to be held, which place shall be specified inthe notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder whois present. 

Section 6. Quorum. The holders of a majority of the outstanding shares of capital stock, present in personor represented by proxy, shall constitute a quorum at all meeting of the stockholders, except as otherwise provided by statue or by the certificate of incorporation. A quorum, once established, shall not be broken by the withdrawal of enough votesto leave less than a quorum and the votes present may continue to transact business until adjournment. If a quorum is not present, the holder of a majority of the shares present in person or represented by proxy at the meeting, and entitled to voteat the meeting, may adjourn the meeting to another time and/or place. 

Section 7. Adjourned Meetings. When a meeting isadjourned to another time and/or place, notice need not be given of the adjourned meeting if the time and/or place thereof are announced at the meeting at which the adjournment is taken. At the adjournment meeting the corporation may transact anybusiness which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shallbe given to each stockholder of record entitled to vote at the meeting. 

Section 8. Vote Required. When a quorum ispresent, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by expressprovisions of an applicable law or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question. 

 

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Section 9. Voting Rights. Except as otherwise provided by the General Corporation Lawof the State of Delaware (the “DGCL”) or by the certificate of incorporation of the corporation or any amendments thereto and subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders beentitled to one (1) vote in person or by proxy for each share of common stock held by such stockholder. 

Section 10.Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no suchproxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupledwith an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. Any proxyis suspended when the person executing the proxy is present at a meeting of stockholders and elects to vote except that when such proxy is coupled with an interest and the fact of the interest appears on the face of the proxy, the agent named in theproxy shall have all voting and other rights referred to in the proxy, notwithstanding the presence of the person executing the proxy. At each meeting of the stockholders, and before any voting commences, all proxies filed at or before the meetingshall be submitted to an examined by the secretary or a person designated by the secretary, and no shares may be represented or voted under a proxy that has been found to be invalid or irregular. 

Section 11. Action by Written Consent. Unless otherwise provided in the certificate of incorporation, any action required to be takenat any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent orconsents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than the minimum number of votesthat would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the State of Delaware, or thecorporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meeting of the stockholders are recorded. Delivery made to the corporation’s registered officeshall be by hand or be certified or registered mail, return receipt requested; provide that no consent or consents delivered by certified or registered mail shall be deemed delivered until such consent or consents are actually received at theregistered office. All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty(60) days of the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice of the takingof the corporate action without a meeting by less than 

 

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unanimous written consent shall be given to those stockholders who have not consented in writing. Any Action taken pursuant to such written consent orconsents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof. 

ARTICLE III 

DIRECTORS 

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors. 

Section 2. Number, Election and Term of Office. The number of directors that shall constitute the whole board of directors shall be not less than three (3) nor more than seven (7). The exactnumber of directors shall be determined from time to time by resolution of the board of directors. Except as provided in Section 4 of this Article III, the directors shall be elected by a plurality of the votes of the shares present in personor represented by proxy at the annual meeting of the stockholders and entitled to vote in the election of directors. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death,resignation or removal as hereinafter provided. The directors need not be stockholders. 

Section 3. Removal andResignation. The directors shall only be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Any director may resign at any time upon written notice to the corporation.

Section 4. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number ofdirectors shall only by filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or herearlier death, resignation or removal as herein provided. 

Section 5. Annual Meetings. The annual meeting of each newlyelected board of directors shall be held without other notice than this bylaw immediately after and at the same place as, the annual meeting of stockholders. 

Section 6. Other Meetings and Notice. Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place as shall from time to timebe determined by resolution of the board. Special meetings of the board of directors may be called by or at the request of the president on at least forty-eight (48) hours notice to each director, either personally, by telephone, by mail, or bytelegraph. 

Section 7. Quorum, Required Vote and Adjournment. At least fifty percent (50%) of the total number ofdirectors shall constitute a quorum for the transaction of business unless the certificate of incorporation or these bylaws require a greater number. The vote of a majority of directors present at a meeting at which a quorum is present shall be theact of the board of directors. If a quorum shall be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorumshall be present. 

 

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Section 8. Committees. The board of directors may, by resolution passed by a majorityof the whole board, designate one or more committee, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these bylaws shall have and may exercise the powers of the board ofdirectors in the management and affairs of the corporation except as otherwise limited by law. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at anymeeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and report thesame to the board of directors when required. 

Section 9. Committee Rules. Each committee of the board of directors mayfix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee. Unless otherwise provided in such a resolution, thepresence of at least a majority of the members of the committee shall be necessary to constitute a quorum. In the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided inSection 8 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimouslyappoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member. 

Section 10. Communications Equipment. Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or othercommunications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting. 

Section 11. Waiver of Notice and Presumption of Assent. Any member of the board of directors or any committee thereof who is presentat a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is notlawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filedwith the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall notapply to any member who voted in favor of such action. 

Section 12. Action by Written Consent. Unless otherwiserestricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the casemay be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the board or committee. 

 

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ARTICLE IV 

OFFICERS 

Section 1. Number. The officers of the corporation shall be elected bythe board of directors and shall consist of a chairman of the board, president, chief executive officer, chief financial officer, one or more vice-presidents, secretary, a treasurer, and such other officers and assistant officers as may be deemednecessary or desirable by the board of directors. Any number of offices may be held by the same person. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable, except that the offices ofpresident and secretary shall be filled as expeditiously as possible. 

Section 2. Election and Term of Office. Theofficers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. The president shall be elected annually by the board ofdirectors at the first meeting of the board of directors held after each annual meeting of the stockholders or as soon thereafter as conveniently may be. The president shall appoint other officers to serve for such time as he or she deems desirable.Vacancies may be filled or new offices created and filled at nay meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal ashereinafter provided. 

Section 3. Removal. Any officer or agent elected by the board of directors may be removed by theboard of directors whenever in its judgment the interests of the corporation would be service thereby, but such removal shall be without prejudice to the contracts rights, if any, of the person so removed. 

Section 4. Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, maybe filled by the board of directors for the unexpired portion of the term by the board of directors then in office. 

Section 5.Compensation. Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation. 

Section 6. Chairman of the Board. The chairman of the board shall have the powers and perform the duties incident to that position.Subject to the powers of the board of directors, he shall be in the general and active charge of the entire business and affairs of the corporation. He shall preside at all meetings of the board of directors and stockholders and shall have suchother powers and perform such other duties as may be prescribed by the board of directors or provided in these bylaws. Whenever the president is unable to serve, by reason of sickness, absence or otherwise, the chairman of the board shall performall the duties and responsibilities and exercise all the power of the president. 

 

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Section 7. The President. The president shall be the chief executive officer of thecorporation; shall preside at all meetings of the stockholders and board of directors at which he is present; subject to the powers of the board of directors, shall have general charge of the business, affairs and property of the corporation, andcontrol over its officers, agents and employees; and shall see that all orders and resolutions of the board of directors are carried into effect. The president shall execute bonds, mortgage and other contract requiring a seal, under the seal of thecorporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.The president shall have such other powers and perform such other duties as may be prescribed by the board of directors or as may be provided in these bylaws. 

Section 8. Chief Financial Officer. The chief financial officer of the corporation shall, under the direction of the chief executive officer, be responsible for all financial and accounting mattersand for the direction of the offices of treasurer and controller. The chief financial officer shall have such other powers and perform such other duties as may be prescribed by the chairman of the board, the chief executive officer or the board ofdirectors or as may be provided in these bylaws. 

Section 9. Vice-presidents. The vice-president, or if there shall bemore than one, the vice-presidents in the order determined by the board of directors or by the president, shall, in the absence or disability of the president, act with all of the powers and be subject to all the restrictions of the president. Thevice-presidents shall also perform such other duties and have such other powers as the board of directors, the president or these bylaws may, from time to time, prescribe. 

Section 10. The Secretary and Assistant Secretaries. The secretary shall attend all meetings of the board of directors, all meeting ofthe committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the president’s supervision, the secretary shall give, or cause to be given, allnotices required to be given by these bylaws or by law; shall have such powers and perform such duties as the board of directors, the president or these bylaws may, from time to time, prescribe; and shall have custody of the corporate seal of thecorporation. The secretary, of an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. Theboard or directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. The assistant secretary, or if there be more than one, the assistant secretaries in the orderdetermined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors, thepresident, or secretary may, from time to time, prescribe. 

Section 11. The Treasurer and Assistant Treasurer. Thetreasurer shall, subject to the authority of the chief financial officer, have the custody of the corporate funds and securities; shall keep full and accurate accounting of receipts and disbursements in books belonging to the corporation; shalldeposit all monies and other valuable effects in the name and to the credit of the corporation as may be ordered by the board of directors; shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized,taking proper 

 

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vouchers for such disbursements; and shall render to the president, chief financial officer and the board of directors, at its regular meeting or when theboard of directors so requires, an account of the corporation; shall have such powers and perform such duties as board of directors, the president, the chief financial officer or these bylaws may, from time to time, prescribe. If required by theboard of directors, the treasurer shall give the corporation a bond (which shall be rendered every six (6) years) in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faith performance of theduties of the office of treasurer and for the restoration to the corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or underthe control of the treasurer belonging to the corporation. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall in the absence of disability of the treasurer,perform the duties and exercise the powers of the treasurer. The assistant treasurers shall perform such other duties and have such other powers as the board of directors, the president, the chief financial officer or treasurer may, from time totime, prescribe. 

Section 12. Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, ifany, other than those whose duties are provided for in these bylaws, shall have such authority and perform such duties as may from time to time be prescribed by resolutions of the board of directors. 

Section 13. Absence or Disability of Officers. In the case of the absence or disability of any officer of the corporation and of anyperson hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to anyother person whom it may select. 

ARTICLE V 

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS 

Section 1. Nature ofIndemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, thereinafter a “proceeding”, byreason of the fact that he, or a person of whom he is the legal representative, is or was a director or officer, of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary, or agent ofanother corporation or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the corporation to the fullest extent which it is empowered to do so unless prohibited from doing so by the DGCL, as thesame exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior tosuch amendment) against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding) and such indemnification shall inure to the benefit of his heirs, executorsand administrators; provided that, except as provided in Section 2 hereof, the corporation shall indemnify and such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding wasauthorized by the board of directors of the corporation 

 

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and, with respect to any action, suit or proceeding, if such person acted in good faith and in a manner such person reasonably believed to be in or notopposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The right to indemnification conferred in this Article V shall be acontract right and, subject to Sections 2 and 5 hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition. The corporation may, by action of its board ofdirectors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers. 

Section 2. Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation under Section 1 of this Article V or advance of expensesunder Section 5 of this Article V shall be made promptly, and in any event within thirty (30) days, upon the written request of the director or officer; provided that no payment of any indemnification claim shall be made prior tothe approval of such payment by the board of directors. If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty(60) days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in fullpursuant to such request is not made within thirty (30) days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costsand expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an actionbrought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required understanding, if any, has been tendered to the corporation) that the claimant has not met the standards of conductwhich make it permissible under the DGCL for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors,independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forthin the DGCL, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action orcreate a presumption that the claimant has not met the applicable standard of conduct. 

Section 3. Article NotExclusive. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of this final disposition conferred in this Article V shall not be exclusive of any other right which any person may have orhereafter acquire under any statute, provision of the certificate of incorporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise. 

Section 4. Insurance. The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of thecorporation or was serving at the request of the corporation as a director, officer, 

 

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employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her andincurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify such person against such liability under this Article V. 

Section 5. Expenses. Expenses incurred by any person descried in Section 1 of this Article V in defending a proceeding shall be paid by the corporation in advance of such proceeding’sfinal disposition upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. Such expense incurred by otheremployees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate. 

Section 6. Employees and Agents. Persons who are not covered by the foregoing provisions of this Article V and who are or were employees or agents of the corporation, or who are or were serving at the request of thecorporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the board of directors. 

Section 7. Contract Rights. The provisions of this Article V shall be deemed to be a contract right between the corporation and eachdirector or officer who serves in any such capacity at any time while this Article V and the relevant provisions of the DGCL or other applicable law are in effect, and any repeal or modification of this Article V or any such law shall not affect anyrights or obligations then existing with respect to any state of fact or proceedings then existing. 

Section 8. Merger orConsolidation. For purposes of this Article V only, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in aconsolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of suchconstituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same positionunder this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued. 

ARTICLE VI 

CERTIFICATES OF STOCK 

Section 1. Form. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of thecorporation by the president or a vice-president and the secretary or an assistant secretary of the corporation, certifying the number of shares of a specific class or series owned by such holder in the corporation. If such a certificate iscountersigned (1) by a transfer agent or an assistant transfer agent other than the corporation of its employee or (2) by a registrar, other than the corporation or its employee, the signature of any 

 

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Such president, vice-president, secretary, or assistant secretary may be facsimiles. In case of any officer or officers who have signed, or whose facsimilesignature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation whether because of death, resignation or otherwise before such certificate or certificates have beendelivered by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon hadnot ceased to be such officer or officers of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of sharesand date of issue, shall be entered on the books of the corporation. Shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized inwriting, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters asthe corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate orcertificates, and record the transaction on its books. The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connectionwith the transfer of any class or series of securities of the corporation. 

Section 2. Lost Certificates. The board ofdirectors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by theperson claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, requirethe owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation onaccount of the loss, theft or destruction of any such certificate or the issuance of such new certificate. 

Section 3.Fixing a Record Date for Stockholder Meetings. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a recorddate, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty (60) nor less than ten (10 days before the date of suchmeeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on whichnotice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply toany adjournment of the meeting; provided that the board of directors may fix a new record date for the adjourned meeting. 

 

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Section 4. Fixing a Record Date for Action by Written Consent. In order that thecorporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the recorddate is adopted by the board of directors, and which date shall not be more than ten (10 days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board ofdirectors, the record date for determining stockholders entitled to consent to corporate action is writing without a meeting, when no prior action by the board or directors is required by statues, shall be the first date on which a signed writtenconsent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custodyof the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed bythe board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be a the close of business on the dayon which the board of directors adopts the resolution taking such prior action. 

Section 5. Fixing a Record Date for OtherPurposes. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change,conversion or exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted and which recorddate shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adoptsthe resolution relating thereto. 

Section 6. Registered Stockholders. Prior to the surrender to the corporation of thecertificate or certificates for a share or shares of stock with a request to record the transfer of such share or shares, the corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications,and otherwise to exercise all the rights and powers of an owner. The corporation shall no be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have expressor other notice thereof. 

Section 7. Subscriptions for Stock. Unless otherwise provided for in the subscriptionagreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall beuniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as anydebt due the corporation. 

 

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ARTICLE VII 

GENERAL PROVISIONS 

Section 1. Dividends. Dividends upon the capital stock of thecorporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capitalstock, subject to the provisions of the certificates of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in theirabsolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the directors may modify or abolish any suchreserve in the manner in which it was created. 

Section 2. Checks, Drafts or Orders. All checks, drafts, or other ordersfor the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shallbe determined by resolution of the board of directors or a duly authorized committee thereof. 

Section 3. Contracts. Theboard of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may begeneral or confined to specific instances. 

Section 4. Loans. The corporation may lend money to, or guarantee anyobligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer of employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, suchloan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve,including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

Section 5. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 6. Corporate Seal. The board of directors shall provide a corporate seal which shall be in the form of a circleand shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. 

Section 7. Voting Securities Owned by Corporation. Voting securities in any other corporation held by the corporation shall be votedby the president, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to votesecurities shall have the power to appoint proxies, with general power of substitution. 

 

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Section 8. Inspection of Books and Records. Any stockholder of record, in person or byattorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and itsother books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person whoseeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed tothe corporation at its registered office in the State of Delaware or at its principal place of business. 

Section 9. SectionHeadings. Section headings in these bylaws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provisions herein. 

Section 10. Inconsistent Provisions. In the event that any provision of these bylaws is or becomes inconsistent with any provision ofthe certificate of incorporation, the DGCL or any other applicable law, the provision of these bylaws shall not be given any effect to the extent of such inconsistency but shall other be given full force and effect. 

ARTICLE VII 

AMENDMENT

Except for Article III and Article V hereof, these bylaws may be amended, altered, or repealed and new bylaws adopted at any meetingof the board of directors by a majority vote. Article V hereof may be amended, altered, or repealed at any meeting of the board of directors only by a unanimous vote (or unanimous written consent in lieu thereof). The fact that the power to adopt,amend, alter, or repeal the bylaws has been conferred upon the board of directors shall not divest the stockholders of the same powers, 

 

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THIS IS TO CERTIFY: 

That Iam the duly elected, qualified and acting Secretary of Airpax Holdings, Inc. and that the foregoing bylaws were adopted as the bylaws of the corporation as of April 23, 2004 by the board of directors of the corporation. 

Dated: April 23, 2004 
By: /s/ Jeffrey M. Farrero 
Jeffrey M. Farrero

Secretary

 

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