EXHIBIT 3.14
ARTICLES OF INCORPORATION
OF
AIR LOGISTICS OF ALASKA, INCORPORATED
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned natural persons of the age of nineteen (19)
years or more, acting as incorporators of a corporation under the Alaska
Business Corporation Act, do hereby adopt the following Articles of
Incorporation for such corporation:
ARTICLE I.
The name of the corporation is:
AIR LOGISTICS OF ALASKA, INCORPORATED
ARTICLE II.
The period of its duration is perpetual.
ARTICLE III.
The purpose or purposes for which the Corporation is organized are:
To provide transportation by air and other means, and to maintain
general transportation facilities; to operate within all areas of air commerce,
both by rotary and fixed wing service; to buy, sell, hire, lease, operate or
otherwise use at any time and at all places airplanes, machines, sea-planes, and
aircraft of all descriptions, or other mechanical contrivances and devices for
aerial operation or navigation, of any and every kind and description and any
future improvements or developments of the same; to buy, sell, hire, lease,
operate and use all equipment, machines and devices necessary for aerial
operation and navigation and all machinery, appliances, tools, supplies,
materials, parts, accessories and equipment or other paraphenalia used or
capable of being used in operation of the same; to acquire, hold, operate, buy,
sell, lease and deal in any other manner with any other property, real, personal
or mixed, tangible and intangible, of any kind, nature and description
whatsoever, and to participate in any industrial, manufacturing, scientific,
merchantile or trading business of any kind or character
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whatsoever; to conduct and carry on any experimental or research work, and to
render to any person, firm, association, corporation or governmental body or
agency engaged in any lawful undertaking, enterprise or business, services of a
technical, scientific, business or management nature.
To acquire or purchase the goodwill, property rights, franchises and
assets of businesses of every kind and, in connection with such acquisition, to
assume liability of any persons, firms, associations or corporations, either in
whole or in part, and pay for the same in cash, bonds, stock of the Corporation,
or otherwise.
To incur debts in the purchase and acquisition of property, business
rights or franchises, or for any other object in or about any business affair,
and to have authority to raise, borrow and secure the payment of money in any
lawful manner, including the issue and sale or other disposition of bonds,
warrants, debentures, obligations, negotiable and transferable instruments, and
evidences of indebtedness of all kinds, whether secured by mortgage, pledge,
deed of trust, or otherwise.
To do any and all things herein set forth, and, in addition, such other
acts and things as are necessary or convenient to the attainment of the purposes
of this Corporation, or any of them, to the same extent as natural persons
lawfully might or could do, in any part of the world, insofar as such acts are
permitted to be done by a corporation organized under the Alaska Business
Corporation Act.
ARTICLE IV.
The aggregate number of shares which this Corporation shall have
authority to issue shall be 100,000 shares and the par value thereof shall be
$1.00 per share.
ARTICLE V.
The registered office of this Corporation is at:
Cole, Hartig, Rhodes, Norman, Mahoney & Goltz
717 K Street
Anchorage, AK 99501
and the Registered Agent at that address is:
Robert L. Hartig
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ARTICLE VI.
The number of Directors of this Corporation shall be not less than
three (3) nor more than nine (9). The names and addresses of the initial
Directors, who shall serve as Directors until the first annual meeting of
shareholders or until their successors are elected and qualified are as follows:
BURT H. KEENAN P.O. BOX 5-C
LAFAYETTE, LA 70501
KENNETH M. JONES P.O. BOX 5-C
LAFAYETTE, LA 70501
JERRY W. JARRELL P.O. BOX 5-C
LAFAYETTE, LA 70501
The names and addresses of the incorporators are as follows:
ROBERT L. HARTIG 717 K STREET
ANCHORAGE, AK 99501
BERNARD J. DOUGHERTY 717 K STREET
ANCHORAGE, AK 99501
ROBERT J. MAHONEY 717 K STREET
ANCHORAGE, AK 99501
ARTICLE VII.
No holder of any stock of the Corporation shall be entitled to
purchase, subscribe for or otherwise acquire, as a matter of right, any of the
following:
1. new or additional shares of stock, of any class, in the
Corporation; or
2. options or warrants to purchase, subscribe for or otherwise
acquire any new or additional shares in the Corporation; or
3. shares, bonds, notes, debentures, or other securities
convertible into or carrying options or warrants to purchase, subscribe for or
otherwise acquire any such new or additional shares in the Corporation.
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IN WITNESS WHEREOF, we have hereunto set our hands this 26th
day of November, 1974.
/s/ ROBERT J. MAHONEY
----------------------------------
Robert J. Mahoney
/s/ BERNARD J. DOUGHERTY
----------------------------------
Bernard J. Dougherty
/s/ ROBERT L. HARTIG
----------------------------------
Robert L. Hartig
STATE OF ALASKA )
: ss.:
THIRD JUDICIAL DISTRICT )
THIS IS TO CERTIFY that before me, the undersigned Notary Public in and
for the State of Alaska, duly sworn and commissioned as such, personally
appeared ROBERT L. HARTIG, being by me first duly sworn, declared that he is the
person who signed the foregoing ARTICLES OF INCORPORATION as an incorporator,
and that the statements therein contained are true.
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WITNESS MY HAND AND NOTARIAL SEAL at Anchorage, A1aska, the
day and year last above written.
/s/ CONFORMED SIGNATURE
----------------------------------
Notary Public in and for Alaska
My Commission Expires: ___________
STATE OF ALASKA )
: ss.:
THIRD JUDICIAL DISTRICT )
THIS IS TO CERTIFY that before me, the undersigned Notary
Public in and for the State of Alaska, duly sworn and commissioned as such,
personally appeared BERNARD J. DOUGHERTY, being by me first duly sworn, declared
that he is the person who signed the foregoing ARTICLES OF INCORPORATION as an
incorporator, and that the statements therein contained are true.
WITNESS MY HAND AND NOTARIAL SEAL at Anchorage, Alaska, the
day and year last above written.
/s/ CONFORMED SIGNATURE
----------------------------------
Notary Public in and for Alaska
My Commission Expires: ___________
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STATE OF ALASKA )
: ss.:
THIRD JUDICIAL DISTRICT )
THIS IS TO CERTIFY that before me, the undersigned Notary
Public in and for the State of Alaska, duly sworn and commissioned as such,
personally appeared ROBERT J. MAHONEY, being by me first duly sworn, declared
that he is the person who signed the foregoing ARTICLES OF INCORPORATION as an
incorporator, and that the statements therein contained are true.
WITNESS MY HAND AND NOTARIAL SEAL at Anchorage, Alaska, the
day and year last above written.
/s/ CONFORMED SIGNATURE
----------------------------------
Notary Public in and for Alaska
My Commission Expires:
------------
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STATE OF ALASKA
DEPARTMENT OF COMMERCE AND ECONOMIC DEVELOPMENT
DIVISION OF BANKING, SECURITIES AND CORPORATIONS
CERTIFICATE
OF
MERGER
The undersigned, as Commissioner of Commerce and Economic Development of the
State of Alaska, hereby certifies that duplicate originals of Articles of
Merger, duly signed and verified pursuant to the provisions of the Alaska
Corporations Code, have been received in this office and are found to conform to
law.
ACCORDINGLY, the undersigned, as Commissioner of Commerce and Economic
Development, and by virtue of the authority vested in him by law, hereby issues
this Certificate of Merger of
HELI-LIFT, INC.
doing business in this state as
HELI-LIFT HELICOPTERS, INC.
merged into
AIR LOGISTICS OF ALASKA, INC.
and attaches hereto a duplicate original of the Articles of Merger.
IN TESTIMONY WHEREOF, I execute this
certificate and affix the Great Seal of the
State of Alaska on December 30, 1994.
Willis F. Kirkpatrick - Designee
Commissioner of Commerce
and Economic Development
ARTICLES OF MERGER
Pursuant to the provisions of the laws of the states of Alaska and
Colorado (the "Acts"), the undersigned corporations, Heli-Lift, Inc., a Colorado
corporation ("Heli-lift"), and Air Logistics of Alaska, Inc., an Alaska
corporation ("Air Log"), hereby adopt the following Articles of Merger for the
purpose of effecting a merger in accordance with the provisions of the Acts:
1. Attached hereto as Exhibit "A" and made a part hereof is a
copy of the plan of merger (the "Plan") providing for the merger by combination
of Heli-lift and Air Log resulting in the survival of Air Log (the "Merger").
2. The number of outstanding shares of Heli-lift is 11,617. All
of such shares were voted for the Plan, and none of such shares were voted
against the Plan.
3. The number of outstanding shares of Air Log is 1,000. All of
such shares were voted for the Plan, and none of such shares were voted against
the Plan.
4. The approval of the Plan was duly authorized by all action
required by the laws under which Heli-lift was incorporated or organized and by
its constituent documents.
5. The approval of the Plan was duly authorized by all action
required by the laws under which Air Log was incorporated or organized and by
its constituent documents.
6. Subject to applicable law, the Merger shall become effective
as of end of the day on December 31, 1994.
7. The address of the principal office of Air Log is 1915 Donald
Avenue, Fairbanks, Alaska 99701.
DATED the 28th day of December, 1994.
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HELI-LIFT, INC.
By: /s/ JAMES B. CLEMENT
-----------------------------------
James B. Clement, President
By: /s/ JERRY W. JARRELL
-----------------------------------
Jerry W. Jarrell, Vice President
AIR LOGISTICS OF ALASKA, INC.
By: /s/ JAMES B. CLEMENT
-----------------------------------
James B. Clement, President
By: /s/ GEORGE M. SMALL
-----------------------------------
George M. Small, Vice President
HELI-LIFT, INC.
By: /s/ JERRY W. JARRELL
-----------------------------------
Jerry W. Jarrell, Secretary
AIR LOGISTICS OF ALASKA, INC.
By: /s/ JERRY W. JARRELL
-----------------------------------
Jerry W. Jarrell, Secretary
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STATE OF TEXAS Section
Section
COUNTY OF HARRIS Section
This instrument was acknowledged before me on the 28th day of December 1994, by
Jerry W. Jarrell, Secretary of Heli-Lift, Inc., a Colorado corporation, and Air
Logistics of Alaska, Inc., an Alaska corporation, on behalf of said
corporations.
/s/ JANDA SYZDEK
-----------------------------
Notary Public, State of Texas
My Commission Expires: 4/25/98
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EXHIBIT "A"
PLAN AND AGREEMENT OF MERGER
This is a Plan and Agreement of Merger (the "Plan") dated as of
December __, 1994, by and between Heli-lift, Inc., a Colorado corporation
("Heli-lift"), and Air Logistics of Alaska, Inc., an Alaska corporation ("Air
Log").
WHEREAS, Heli-lift and Air Log desire to enter into and execute this
Plan providing, among other things, for the merger by combination of Heli-lift
and Air Log resulting in the survival of Air Log (the "Merger");
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements contained herein, Heli-lift and Air Log do hereby adopt
the following Plan of Merger and agree as follows:
ARTICLE 1
THE MERGER
1.1 The parties to the Merger are Heli-lift and Air Log. Heli-lift
shall cease to exist as a separate entity after the Merger. Air Log shall
survive the Merger and continue to be governed by the laws of the State of
Alaska.
ARTICLE 2
ALLOCATION OF ASSETS AND LIABILITIES
2.1 All rights, titles and interests in and to all assets and
properties, whether real, personal or mixed, owned or held by Heli-lift shall be
allocated to and vested in Air Log without reversion or impairment, without
further act or deed, and without any transfer or assignment having occurred, but
subject to any existing, valid and subsisting liens or other encumbrances
thereon.
2.2 All liabilities and obligations of Heli-lift, whether
liquidated or contingent, shall be allocated to Air Log.
2.3 All rights, titles and interests in and to all assets and
properties, whether real, personal or mixed, owned or held by Heli-lift shall
continue to be owned and held by Air Log.
2.4 All liabilities and obligations of Heli-lift, whether
liquidated or contingent, shall continue to be the liabilities and obligations
of Air Log.
PLAN AND AGREEMENT OF MERGER - PAGE 1
ARTICLE 3
ARTICLES OF ORGANIZATION AND REGULATIONS
3.1 The Articles of Incorporation and the Bylaws of Air Log, as in
existence on the Effective Date, shall continue in full force and effect after
the Effective Date as the Articles of Incorporation and the Bylaws of Air Log,
until amended, modified or repealed in accordance with their respective terms or
us provided by law.
ARTICLE 4
CONVERSION OF SHARES
4.1 On the Effective Date (as herein defined), the following
shares of stock (collectively the "Converted Shares") shall be converted on the
basis that each share of Heli-lift stock shall be converted to .668 shares in
Air Log.
4.2 After the Effective Date, Air Log shall pay and/or deliver to
each holder of the Converted Shares the certificates representing the shares of
stock and the cash and other property to which such holder is entitled pursuant
hereto (collectively the "Issued Consideration") promptly following the
surrender by such holder of all certificates formerly representing the Converted
Shares registered in the name of such holder. If the certificate so surrendered
by the holder is issued in a name other than the name of the holder, then, as a
condition to such payment or delivery of the Issued Consideration, (i) such
certificate shall be duly endorsed to evidence the transfer thereof to the
holder or shall otherwise be in proper form for such transfer and (ii) the
holder shall tender to Air Log any transfer taxes required by reason of such
transfer. No interest of any kind shall accrue on any of the Issued
Consideration.
ARTICLE 5
MISCELLANEOUS
5.1 Subject to applicable law, the Merger shall become effective
as of end of the day on December 31, 1994. The time and date on which the Merger
shall become effective is herein called the "Effective Date."
5.2 Subject to the approval of this Plan by the shareholders of
the parties hereto, such parties shall execute all such other instruments and
documents, including Articles of Merger, and take all such action as may be
necessary, advisable or appropriate to effectuate the Merger and to carry out
transactions contemplated hereby.
PLAN AND AGREEMENT OF MERGER - PAGE 2
IN WITNESS WHEREOF, this Plan has been executed as of the date first
above written.
HELI-LIFT, INC.
By: /s/ JAMES B. CLEMENT
---------------------------------
James B. Clement, President
AIR LOGISTICS OF ALASKA, INC.
By: /s/ JAMES B. CLEMENT
---------------------------------
James B. Clement, President
PLAN AND AGREEMENT OF MERGER - PAGE 3
STATE OF ALASKA
DEPARTMENT OF COMMERCE
JUNEAU
CERTIFICATE OF INCORPORATION
The undersigned, as Commissioner of Commerce of the State of Alaska, hereby
certifies that duplicate originals of the Articles of Incorporation of AIR
LOGISTICS OF ALASKA, INCORPORATED duly signed and verified pursuant to the
provisions of the Alaska Business Corporation Act, have been received in this
office and are found to conform to law.
ACCORDINGLY the undersigned, as such Commissioner of Commerce, and by
virtue of the authority vested in him by law hereby issues this Certificate of
Incorporation of
AIR LOGISTICS OF ALASKA, INCORPORATED
and attaches hereto a duplicate original of the Articles of Incorporation
IN TESTIMONY WHEREOF, I have hereunto set my
hand and affixed my official seal, at
Juneau, the Capital, this ___ day of
November, 1974.
/s/ EMMITT A. WILSON
------------------------
EMMITT A. WILSON
Commissioner of Commerce