Exhibit 3.4
SECOND AMENDED AND RESTATED BYLAWS
OF
ERICKSON HELICOPTERS, INC.
SECTION 1 PURPOSES AND POWERS
| | 1.1 | Purposes.Erickson Helicopters, Inc. (the“Company”)may engage in any lawful business. |
| | (a) | The Company has perpetual duration and succession in its corporate name. |
| | (b) | The Company has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs. |
SECTION 2 SHARES AND DISTRIBUTIONS
| | (a) | The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the Company, including cash, promissory notes, services performed, contracts for services to be performed or other securities of the Company. |
| | (b) | Before the Company issues shares, the board of directors must determine that the consideration received or to be received for the shares is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid and nonassessable. A record of action by the board of directors authorizing the issuance of shares for a specified consideration may be relied upon in concluding that shares are validly issued, fully paid and nonassessable. |
| | (c) | When the Company receives the consideration for which the board of directors authorized the issuance of the shares, the shares issued therefor are fully paid and nonassessable. |
| | (d) | The Company may place in escrow shares issued for a contract for future services or benefits or a promissory note or make other arrangements to restrict the transfer of shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid or the benefits received. If the services are not performed, the note is not paid or the benefits are not received, the shares placed in escrow or restricted and the distributions credited may be canceled in whole or in part. |
| | 2.2 | Distributions to Shareholders. |
| | (a) | The board of directors may authorize and the Company may make distributions to its shareholders subject to the limitation inSection 2.2(b). |
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| | (b) | A distribution may be made only if, after giving it effect, in the judgment of the board of directors: |
| | (1) | the Company would be able to pay its debts as they become due in the usual course of business; and |
| | (2) | the Company’s total assets would at least equal the sum of its total liabilities plus the amount that would be needed if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution. |
| | (c) | The board of directors may base a determination that a distribution is not prohibited underSection 2.2(b) either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances. |
| | (d) | The effect of a distribution underSection 2.2(b) is measured: |
| | (1) | in the case of distribution by purchase, redemption or other acquisition of the Company’s shares, as of the earlier of the date the money or other property is transferred or debt incurred by the Company or the date the shareholder ceases to be a shareholder with respect to the acquired shares; |
| | (2) | in the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and |
| | (3) | in all other cases, as of the date a distribution is authorized if the payment occurs within 120 days after the date of authorization or the date the payment is made if it occurs more than 120 days after the date of authorization. |
| | (e) | The Company’s indebtedness to a shareholder incurred by reason of a distribution made in accordance with thisSection 2.2 is at parity with the Company’s indebtedness to its general unsecured creditors, unless the shareholder agrees to subordination or the Company grants the shareholder a security interest or other lien against the Company’s assets to secure the indebtedness. |
SECTION 3 SHAREHOLDERS
| | (a) | The Company will hold an annual meeting of the shareholders on the second Thursday of April, or at another time fixed by the board of directors. |
| | (b) | Annual shareholders’ meetings may be held in or out of the State of Oregon at the Company’s principal office or at any other place fixed by the board of directors. |
| | (c) | The failure to hold an annual meeting does not affect the validity of any corporate action. |
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| | (a) | The Company will hold a special meeting of shareholders: |
| | (1) | on call of the board of directors of the Company; or |
| | (2) | if the holders of at least 10 percent of all votes entitled to be cast on any issue proposed for consideration at the proposed special meeting sign, date and deliver to the Company’s secretary one or more written demands for the meeting describing the purpose or purposes for which the meeting is to be held. A shareholder who signed the original demand for a special meeting may revoke the shareholder’s demand by signing a writing that contains a revocation. The revocation is effective if the Company receives the writing before the Company receives a demand sufficient to require the Company to hold a special meeting. |
| | (b) | Special shareholders’ meetings may be held in or out of the State of Oregon at the Company’s principal office or at any other place fixed by the board of directors. |
| | (c) | Only business within the purpose or purposes described in the meeting notice required bySection 3.5(c) may be conducted at a special shareholders’ meeting. |
| | (a) | At each meeting of shareholders, the president, or if the president is absent then the chairperson of the board of directors, or if no chairperson of the board of directors has been appointed or is present then any vice president, or if no vice president has been appointed or is present then any individual chosen by shareholders holding a majority of shares present at the meeting, will act as chairperson of the meeting. |
| | (b) | The chairperson will determine the order of business and will have the authority to establish rules for the conduct of the meeting. |
| | (c) | Any rules adopted for, and the conduct of, the meeting must be fair to shareholders. |
| | 3.4 | Action Without Meeting. |
(a)
| | (1) | Action required or permitted by the Oregon Business Corporation Act to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. |
| | (2) | The action taken under thisSection 3.4 must be evidenced by one or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action, and delivered to the Company for inclusion in the minutes or filing with the corporate records. |
| | (3) | Action taken underSection 3.4(a)(1) is effective when the last shareholder signs the consent, unless the consent specifies an earlier or later effective date. |
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| | (b) | A consent signed under thisSection 3.4 has the effect of a meeting vote and may be described as such in any document. |
| | (a) | The Company must notify shareholders of the date, time and place of each annual and special shareholders’ meeting not earlier than 60 days nor less than 10 days before the meeting date. Unless the Oregon Business Corporation Act requires otherwise, the Company is required to give notice only to shareholders entitled to vote at the meeting. |
| | (b) | Unless required by the Oregon Business Corporation Act, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called. |
| | (c) | Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called. |
| | (d) | If an annual or special shareholders’ meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under ORS 60.221, however, notice of the adjourned meeting must be given under thisSection 3.5 to persons who are shareholders as of the new record date. |
| | (a) | A shareholder may at any time waive any notice required by the Oregon Business Corporation Act, the Articles of Incorporation or these Bylaws. The waiver must be in writing, be signed by the shareholder entitled to the notice and be delivered to the Company for inclusion in the minutes for filing with the corporate records. |
| | (b) | A shareholder’s attendance at a meeting waives objection to: |
| | (1) | lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and |
| | (2) | consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented. |
| | 3.7 | Adjournment of Meeting.A majority of votes represented at a meeting of shareholders, whether or not a quorum, may adjourn the meeting from time to time to a different time and place without further notice to any shareholder of any adjournment, except as such notice may be required bySection 3.5. At the adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting originally held. |
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| | 3.8 | Participation at Meeting. |
| | (a) | All shareholders may participate in an annual or special meeting by, and all shareholders’ meetings may be conducted through, use of any means of communication by which all shareholders participating may simultaneously hear each other. A shareholder participating in a meeting by this means is deemed to be present in person at the meeting. |
| | (b) | The notice of each annual or special meeting of shareholders will state that participation in the manner referred to inSection 3.8(a) is permitted and will describe how any shareholder desiring to participate may notify the Company of the shareholder’s desire to be included in the meeting. |
| | 3.9 | Voting Entitlement of Shares. |
| | (a) | Except as provided inSection 3.9(b) andSection 3.9(c) and the Oregon Business Corporation Act, each outstanding share is entitled to one vote on each matter voted on at a shareholders’ meeting. Only shares are entitled to vote. |
| | (b) | The shares of the Company are not entitled to vote if they are owned, directly or indirectly, by a second domestic or foreign corporation, and the Company owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation. |
| | (c) | Section 3.9(b) does not limit the power of the Company to vote any shares, including its own shares, held by it in a fiduciary capacity. |
| | (d) | Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares. |
| | (a) | A shareholder may vote shares in person or by proxy. |
| | (b) | A shareholder may authorize a person or persons to act for the shareholder as proxy in any manner allowed by law. |
| | (c) | An authorization of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An authorization is valid for 11 months unless a longer period is expressly provided in the authorization form. |
| | (d) | An authorization of a proxy is revocable by the shareholder unless the authorization conspicuously states that it is irrevocable and the authorization is coupled with an interest. |
| | (e) | The death or incapacity of the shareholder authorizing a proxy does not affect the right of the Company to accept the proxy’s authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy’s authority under the authorization. |
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| | (f) | An authorization made irrevocable underSection 3.10(d) is revoked when the interest with which it is coupled is extinguished. |
| | (g) | Subject to ORS 60.237 and to any express limitation on the proxy’s authority appearing on the face of the authorization, the Company is entitled to accept the proxy’s vote or other action as that of the shareholder making the authorization. |
| | 3.11 | Quorum and Voting Requirements. |
| | (a) | Shares entitled to vote may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. A majority of the votes entitled to be cast on the matter constitutes a quorum for action on that matter. |
| | (b) | Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. |
| | (c) | If a quorum exists, action on a matter, other than the election of directors, is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless the Oregon Business Corporation Act requires a greater number of affirmative votes. |
| | 3.12 | Voting for Directors.Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. |
SECTION 4 BOARD OF DIRECTORS
| | 4.1 | Duties of Board of Directors.All corporate powers will be exercised by or under the authority of, and the business and affairs of the Company managed under the direction of, the board of directors. |
| | 4.2 | Qualifications of Directors.A director need not be a resident of the State of Oregon or a shareholder of the Company. |
| | 4.3 | Number and Election of Directors. |
| | (a) | The board of directors must consist of one or more individuals. The estate of an incompetent individual or a deceased individual may not be a director. |
| | (b) | The number of directors may be fixed and increased or decreased from time to time by the shareholders or the board of directors. |
| | (c) | Directors are elected at the first annual shareholders’ meeting and at each annual meeting thereafter. |
| | 4.4 | Terms of Directors Generally. |
| | (a) | The terms of the initial directors of the Company expire at the first shareholders’ meeting at which directors are elected. |
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| | (b) | The terms of all other directors will expire at the next annual shareholders’ meeting following their election. |
| | (c) | A decrease in the number of directors does not shorten an incumbent director’s term. |
| | (d) | The term of a director elected by the board of directors to fill a vacancy expires at the next shareholders’ meeting at which directors are elected. |
| | (e) | Despite the expiration of a director’s term, the director continues to serve until the director’s successor is elected and qualifies or until there is a decrease in the number of directors. |
| | 4.5 | Resignation of Directors. |
| | (a) | A director may resign at any time by delivering written notice to the board of directors, its chairperson or the Company. |
| | (b) | A resignation is effective when the notice is effective under ORS 60.034(5) unless the notice specifies a later effective date. |
| | (c) | Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the board of directors. |
| | 4.6 | Removal of Directors by Shareholders. |
| | (a) | The shareholders may remove one or more directors with or without cause. |
| | (b) | A director may be removed only if the number of votes cast to remove the director exceed the number of votes cast not to remove the director. |
| | (c) | A director may be removed by the shareholders only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director. |
| | (a) | If a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors: |
| | (1) | the shareholders may fill the vacancy; |
| | (2) | the board of directors may fill the vacancy; or |
| | (3) | if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. |
| | (b) | A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date underSection 4.5(b) or otherwise may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. |
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| | 4.8 | Compensation of Directors.The board of directors may fix the compensation of directors. |
| | 4.9 | Chairperson of the Board of Directors. |
| | (a) | The board of directors may at any time appoint a director to be the chairperson of the board of directors. |
| | (b) | The chairperson of the board of directors may resign at any time by delivering notice to the board of directors. The board of directors may remove the chairperson at any time with or without cause. The resignation or removal of an individual from the position of chairperson will not, by itself, affect the individual’s status as a director. |
| | (c) | The chairperson of the board of directors will preside at all meetings of the board of directors and will perform other duties prescribed by the board of directors. |
| | (d) | The chairperson of the board of directors is not an officer of the Company solely by reason of being the chairperson. |
| | (a) | The board of directors may hold regular or special meetings in or out of the State of Oregon. |
| | (b) | The board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through, use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. |
| | 4.11 | Action Without Meeting. |
| | (a) | Action required or permitted by the Oregon Business Corporation Act to be taken at a board of directors’ meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken. |
| | (b) | Action taken under thisSection 4.11 is effective when the last director signs the consent, unless the consent specifies an earlier or later effective date. |
| | (c) | A consent signed under thisSection 4.11 has the effect of a meeting vote and may be described as such in any document. |
| | (a) | Regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting. |
| | (b) | Special meetings of the board of directors must be preceded by at least two days’ notice of the date, time and place of the meeting. The notice need not describe the purpose of the special meeting. |
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| | (a) | A director may at any time waive any notice required by the Oregon Business Corporation Act, the Articles of Incorporation or these Bylaws. Except as provided inSection 4.13(b), the waiver must be in writing, must be signed by the director entitled to the notice, must specify the meeting for which notice is waived and must be filed with the minutes or corporate records. |
| | (b) | A director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting, or promptly upon the director’s arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. |
| | (a) | A quorum of the board of directors consists of a majority of the fixed number of directors. |
| | (b) | If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors. |
| | (c) | A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: |
| | (1) | the director objects at the beginning of the meeting, or promptly upon the director’s arrival, to holding the meeting or transacting business at the meeting; |
| | (2) | the director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or |
| | (3) | the director delivers written notice of dissent or abstention to the presiding officer of the meeting before its adjournment or to the Company immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken. |
SECTION 5 OFFICERS
| | (a) | The Company must have a president and a secretary, and will have any other officers appointed by the board of directors. |
| | (b) | A duly appointed officer may appoint one or more officers or assistant officers if the appointment is authorized by these Bylaws or the board of directors. |
| | (c) | The same individual may simultaneously hold more than one office in the Company. |
| | 5.2 | Duties of Officers.Each officer has the authority and will perform the duties set forth in these Bylaws or, to the extent consistent with these Bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers. |
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| | 5.3 | Resignation and Removal of Officers. |
| | (a) | An officer may resign at any time by delivering notice to the Company. A resignation is effective when the notice is effective under ORS 60.034(5) unless the notice specifies a later effective time. If a resignation is made effective at a later time and the Company accepts the future effective time, the board of directors or the appointing officer may fill the pending vacancy before the effective time if the board of directors or the appointing officer provides that the successor does not take office until the effective time. |
| | (b) | An officer may be removed at any time with or without cause by: |
| | (1) | the board of directors; |
| | (2) | the appointing officer, unless otherwise provided by these Bylaws or the board of directors; or |
| | (3) | any other officer if authorized by these Bylaws or the board of directors. |
| | (c) | Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the board of directors. |
| | (d) | As used in thisSection 5.3, “appointing officer” means the officer or any successor to that officer who appointed the officer resigning or being removed. |
| | 5.4 | President.The president will supervise, direct, and control the business and affairs of the Company. The president may prescribe the duties of other officers, to the extent consistent with these Bylaws. The president also will perform all duties commonly incident to the office of president and other duties prescribed by the board of directors. |
| | 5.5 | Vice Presidents.The board of directors may appoint one or more vice presidents. If appointed, the vice president – or the vice president designated by the board of directors if more than one vice president is appointed – will perform the duties of the president if the president dies or becomes incapacitated. Each vice president also will perform all duties commonly incident to the office of vice president and other duties prescribed by the board of directors or an authorized officer. |
| | 5.6 | Treasurer.The board of directors may appoint a treasurer. If appointed, the treasurer will: |
| | (a) | have general charge of and be responsible for all funds and securities of the Company; |
| | (b) | receive and give receipts for monies due and payable to the Company from any source and deposit the monies in the name of the Company in banks, trust companies, or other depositories selected by the board of directors or an authorized officer; and |
| | (c) | perform all duties commonly incident to the office of treasurer and other duties prescribed by the board of directors or an authorized officer. |
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| | 5.7 | Secretary.The secretary will: |
| | (a) | prepare minutes of the directors’ and shareholders’ meetings and authenticate records of the Company; |
| | (b) | ensure that all notices by the Company under the Oregon Business Corporation Act, the Articles of Incorporation or these Bylaws are given; |
| | (c) | keep and maintain the records of the Company specified inSection 8.1(a) andSection 8.1(e); |
| | (d) | have general charge of the share transfer books of the Company; |
| | (e) | have general charge of the record of shareholders specified inSection 8.1(c); and |
| | (f) | perform all duties commonly incident to the office of secretary and other duties prescribed by the board of directors or an authorized officer. |
SECTION 6 INDEMNIFICATION
| | 6.1 | Authority to Indemnify Directors. |
| | (a) | Except as provided inSection 6.1(d), the Company may indemnify an individual against liability incurred in a proceeding to which the individual was made a party because the individual is or was a director if: |
| | (1) | the conduct of the individual was in good faith; |
| | (2) | the individual reasonably believed that the individual’s conduct was in the best interests of the Company, or at least was not opposed to the Company’s best interests; and |
| | (3) | in the case of a criminal proceeding, the individual did not have reasonable cause to believe the individual’s conduct was unlawful. |
| | (b) | A director’s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement ofSection 6.1(a)(2). |
| | (c) | Terminating a proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or the equivalent of nolo contendere does not, of itself, determine that the director did not meet the standard of conduct described in thisSection 6.1. |
| | (d) | The Company may not indemnify a director under thisSection 6.1 in connection with: |
| | (1) | a proceeding by or in the right of the Company in which the director was adjudged liable to the Company; or |
| | (2) | a proceeding that charged the director with and adjudged the director liable for improperly receiving a personal benefit. |
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| | (e) | Indemnification permitted under thisSection 6.1 in connection with a proceeding by or in the right of the Company is limited to reasonable expenses incurred in connection with the proceeding. |
| | (f) | The Company may not amend the Articles of Incorporation or these Bylaws so as to eliminate or impair a director’s right to indemnification after an act or omission occurs that subjects the director to a proceeding or to liability for which the director seeks indemnification under the terms of the Articles of Incorporation or these Bylaws. |
| | 6.2 | Mandatory Indemnification.The Company must indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because of being a director of the Company against reasonable expenses incurred by the director in connection with the proceeding. |
| | 6.3 | Payment of Director’s Expenses in Connection With Proceeding. |
| | (a) | The Company may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if: |
| | (1) | the director furnishes the Company a written affirmation of the director’s good faith belief that the director has met the standard of conduct described inSection 6.1; and |
| | (2) | the director furnishes the Company a written undertaking, executed personally or on the director’s behalf, to repay the advance if the director is ultimately determined not to have met the standard of conduct. |
| | (b) | The undertaking required bySection 6.3(a)(2) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment. |
| | (c) | An authorization of payments under thisSection 6.3 may be made by a resolution of shareholders or board of directors or by contract. |
| | (d) | The Company may not amend or rescind the Articles of Incorporation, these Bylaws, or a resolution that authorizes the payments so as to eliminate or impair a director’s right to payments after an act or omission occurs that subjects the director to a proceeding for which the director seeks payment. |
| | 6.4 | Determination and Authorization of Indemnification. |
| | (a) | The Company may not indemnify a director underSection 6.1 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth inSection 6.1. |
| | (b) | A determination that indemnification of a director is permissible must be made: |
| | (1) | by the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding; |
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| | (2) | if a quorum cannot be obtained underSection 6.4(b)(1), by a majority vote of a committee duly designated by the board of directors consisting solely of two or more directors not at the time parties to the proceeding, however, directors who are parties to the proceeding may participate in designation of the committee; |
| | (3) | by special legal counsel selected by the board of directors or its committee in the manner prescribed inSection 6.4(b)(1) orSection 6.4(b)(2) or, if a quorum of the board of directors cannot be obtained underSection 6.4(b)(1) and a committee cannot be designated underSection 6.4(b)(2), the special legal counsel will be selected by majority vote of the full board of directors, including directors who are parties to the proceeding; or |
| | (c) | Authorization of indemnification and evaluation as to reasonableness of expenses will be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses will be made by those entitled underSection 6.4(b)(3) to select counsel. |
| | 6.5 | Indemnification of Officers, Employees and Agents. |
| | (a) | An officer of the Company is entitled to mandatory indemnification underSection 6.2 to the same extent as a director. |
| | (b) | The Company may indemnify and advance expenses under thisSection 6 to an officer, employee or agent of the Company to the same extent as to a director. |
| | 6.6 | Non-Exclusivity of Rights.The indemnification and provisions for advancement of expenses provided in thisSection 6 will not be deemed exclusive of any other rights to which directors, officers, employees or agents may be entitled under the Articles of Incorporation, any agreement, general or specific action of the board of directors, vote of shareholders or otherwise, and will continue as to a person who has ceased to be a director, officer, employee or agent and will inure to the benefit of the heirs, executors and administrators of such a person. |
SECTION 7 AMENDMENT OF BYLAWS
The board of directors may amend or repeal these Bylaws unless the Oregon Business Corporation Act reserves this power exclusively to the shareholders in whole or in part, or the shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw. The Company’s shareholders may amend or repeal these Bylaws even though these Bylaws may also be amended or repealed by its board of directors.
SECTION 8 RECORDS
| | (a) | The Company will keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the Company. |
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| | (b) | The Company will maintain appropriate accounting records. |
| | (c) | The Company or its agent will maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order showing the number of shares held by each. |
| | (d) | The Company will maintain its records in written form or in another form capable of conversion into written form within a reasonable time. |
| | (e) | The Company will keep a copy of the following records at its principal office or registered office: |
| | (1) | the Articles of Incorporation or restated articles of incorporation and all amendments to them currently in effect; |
| | (2) | these Bylaws or restated bylaws and all amendments to them currently in effect; |
| | (3) | the minutes of all shareholders’ meetings and records of all action taken by shareholders without a meeting, for the past three years; |
| | (4) | all written communications to shareholders generally within the past three years; |
| | (5) | a list of the names and business addresses of its current directors and officers; and |
| | (6) | its most recent annual report delivered to the Secretary of State under ORS 60.787. |
| | 8.2 | Inspection of Records by Shareholders. |
| | (a) | Subject toSection 8.3(c), a shareholder of the Company is entitled to inspect and copy, during regular business hours at the Company’s principal office, any of the records of the Company described inSection 8.1(e) if the shareholder gives the Company written notice of the shareholder’s demand at least five business days before the date on which the shareholder wishes to inspect and copy. |
| | (b) | A shareholder of the Company is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Company, any of the following records of the Company if the shareholder meets the requirements ofSection 8.2(c) and gives the Company written notice of the shareholder’s demand at least five business days before the date on which the shareholder wishes to inspect and copy: |
| | (1) | excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the Company, minutes of any meeting of the shareholders and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection underSection 8.2(a); |
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| | (2) | accounting records of the Company, including tax returns; and |
| | (3) | the record of shareholders. |
| | (c) | A shareholder may inspect and copy the records identified inSection 8.2(b) only if: |
| | (1) | the shareholder’s demand is made in good faith and for a proper purpose; |
| | (2) | the shareholder described with reasonable particularity the shareholder’s purpose and the records the shareholder desires to inspect; and |
| | (3) | the records are directly connected with the shareholder’s purpose. |
| | (d) | ThisSection 8.2 does not affect the right of a shareholder to inspect records under ORS 60.224. |
| | (e) | For purposes of thisSection 8.2, “shareholder” includes a beneficial owner whose shares are held in a voting trust or by a nominee on behalf of the beneficial owner. |
| | 8.3 | Scope of Inspection Right. |
| | (a) | A shareholder’s agent or attorney has the same inspection and copying rights as the shareholder. |
| | (b) | The right to copy records underSection 8.2 includes, if reasonable, the right to receive copies made by photographic, xerographic or other means. |
| | (c) | The Company may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production or reproduction of the records. |
| | (d) | The Company may comply with a shareholder’s demand to inspect the record of shareholders underSection 8.2(b)(3) by providing the shareholder with a list of its shareholders that was compiled no earlier than the date of the shareholder’s demand. |
SECTION 9 DEFINITIONS
All terms used in these Bylaws that are defined in the Oregon Business Corporation Act will have the meanings ascribed to them in the Oregon Business Corporation Act.
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| These Bylaws were adopted by the board of directors of Erickson Helicopters, Inc. on February 5, 2014. |
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/s/ Edward Rizzuti |
Edward Rizzuti, Secretary |
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