BY-LAWS OF AIR GHISLAINE, INC. ARTICLE I OFFICES 1.1. Registered Office: The registered office shall be established and maintained at and shall be the registered agent of the Corporation in charge thereof. 1.2. Other Offices: The Corporation may have other offices, either within or outside the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the Corporation may require, provided, however, that the Corporation's books and records shall be maintained at such place within the continental United States as the Board of Directors shall from time to time designate. ARTICLE II STOCKHOLDERS 2.1. Place of Stockholders' Meetin s: All meetings of the stockholders of the Corporation shall be held at such place or places, within or outside of the State of Delaware as may be fixed by the Board of Directors from time to time or as shall be specified in the respective notices thereof. The Board of Directors may, in its sole discretion, determine that the meetings shall not be held at any designated place, but may instead be held solely by means of remote communication. Stockholders and proxy holders not physically present at a meeting of stockholders may, by means of remote communication participate in a meeting of stockholders and be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder, (ii) the Corporation shall implement reasonable measures to provide such stockholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to stockholders, including an opportunity to read or hear the proceedings of the meeting