EXHIBIT 3.1
AIR METHODS CORPORATION
Bylaws
(As Amended Through June 23, 2006)
ARTICLE I
OFFICES
The registered office of Air Methods Corporation (the "Corporation")
in the State of Delaware shall be in the City of Wilmington, County of New
Castle, State of Delaware. The Corporation shall have offices at such other
places as the Board of Directors may from time to time determine.
ARTICLE II
STOCKHOLDERS
Section 1. Annual Meetings.
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The annual meeting of the stockholders for the election of Directors
and for the transaction of such other business as may properly come before the
meeting shall be held on such date as the Board of Directors shall each year
fix. Each such annual meeting shall be held at such place, within or without
the State of Delaware, and hour as shall be determined by the Board of
Directors. The day, place and hour of each annual meeting shall be specified in
the notice of such annual meeting. Any annual meeting of stockholders may be
adjourned from time to time and place to place until its business is completed.
Section 2. Business Conducted at Meetings.
At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be (a) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board of Directors, (b) otherwise properly brought before the meeting by or
at the direction of the Board of Directors, or (c) otherwise properly brought
before the meeting by a stockholder. For business to be properly brought before
an annual meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation, not less than sixty days nor
more than ninety days prior to the meeting; provided, however, that in the event
that less than seventy days' notice or prior public disclosure of the date of
the meeting is given or made to stockholders, notice by the stockholder to be
timely must be so received not later than the close of business on the tenth day
following the date on which such notice of the date of the annual meeting was
mailed or such public disclosure was made. A stockholder's notice to the
Secretary
shall set forth as to each matter the stockholder proposes to bring before the
annual meeting (a) a brief description of the business desired to be brought
before the annual meeting, (b) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such business, (c) the class
and number of shares of the Corporation which are beneficially owned by the
stockholder, and (d) any material interest of the stockholder in such business.
Notwithstanding anything in the Bylaws to the contrary, no business shall be
conducted at an annual meeting except in accordance with the procedures set
forth in this Section 2. The presiding officer of an annual meeting shall, if
the facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting and in accordance with the provisions of
this Section 2, and if he should so determine, he shall so declare to the
meeting and any such business not properly brought before the meeting shall not
be transacted.
Section 3. Special Meetings.
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Except as otherwise required by law and subject to the rights of the
holders of any class or series of stock having a preference over the Common
Stock as to dividends or on liquidation, special meetings of the stockholders
may be called only by the Chairman, Chief Executive Officer, or the Board of
Directors pursuant to a resolution approved by a majority of the entire Board of
Directors. The term "entire Board of Directors", as used in these Bylaws, means
the total number of Directors which the Corporation would have if there were no
vacancies.
Section 4. Stockholder Action: How Taken.
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Any action required or permitted to be taken by the stockholders of
the Corporation must be effected at a duly called annual or special meeting of
such holders and may not be effected by any consent in writing by such
stockholders.
Section 5. Notice of Meeting.
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Written notice stating the place, date and hour of the meeting and, in
case of a special meeting, the purpose or purposes for which the meeting is
called, shall be given not less than ten nor more than sixty days before the
date of the meeting, except as otherwise required by statute or the Certificate
of Incorporation, either personally or by mail, prepaid telegram, telex,
cablegram, or radiogram, to each stockholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be given when deposited in
the United States mail, postage prepaid, addressed to the stockholder at his
address as it appears on the stock records of the Corporation. If given
personally or otherwise than by mail, such notice shall be deemed to be given
when either handed to the stockholder or delivered to the stockholder's address
as it appears on the stock records of the Corporation.
Section 6. Waiver.
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Attendance of a stockholder of the Corporation, either in person or by
proxy, at any meeting, whether annual or special, shall constitute a waiver of
notice of such meeting, except where a stockholder attends a meeting for the
express purpose of objecting, at the
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beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. A written waiver of notice of any such
meeting signed by a stockholder or stockholders entitled to such notice, whether
before, at or after the time for notice or the time of the meeting, shall be
equivalent to notice. Neither the business to be transacted at, nor the purpose
of, any meeting need be specified in any written waiver of notice.
Section 7. Voting List.
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The Secretary shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order and showing the address and the
number of shares registered in the name of each stockholder. 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 days prior
to the meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall be
produced and kept at the place of the meeting during the whole time thereof and
may be inspected by any stockholder who is present.
Section 8. Quorum.
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Except as otherwise required by law, the Certificate of Incorporation
or these Bylaws, the holders of not less than one-third of the shares entitled
to vote at any meeting of the stockholders, present in person or by proxy, shall
constitute a quorum. All elections shall be determined by a plurality of the
votes cast and, except as otherwise required by law, all other matters shall be
determined by a majority of the votes cast affirmatively or negatively. If a
quorum shall fail to attend any meeting, the chairman of the meeting may adjourn
the meeting to another place, date or time.
If a notice of any adjourned special meeting of stockholders is sent
to all stockholders entitled to vote thereat, stating that it will be held with
those present constituting a quorum, then, except as otherwise required by law,
those present at such adjourned meeting shall constitute a quorum, and all
matters shall be determined by a majority of voters cast at such meeting.
Section 9. Qualification of Voters.
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The Board of Directors may fix, in advance, a day and hour not more
than sixty nor less than ten days prior to the day of holding any meeting of the
stockholders as the time as of which the stockholders entitled to notice of and
to vote at such meeting shall be determined. Only those persons who were
holders of record of voting stock at such time shall be entitled to notice of
and to vote at such meeting.
Section 10. Procedure.
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The order of business and all other matters of procedure at every
meeting of the stockholders may be determined by the presiding officer.
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ARTICLE III
DIRECTORS
Section 1. Number, Election, and Terms.
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Except as otherwise fixed pursuant to the provisions of Article IV of
the Certificate of Incorporation relating to the rights of the holders of any
class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation to elect additional directors under specified
circumstances, the number of Directors shall be fixed from time to time by the
Board of Directors but shall not be less than three. The Directors, other than
those who may be elected by the holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation, shall be
classified with respect to the time for which they severally hold office, into
three classes, as nearly equal in number as possible, as determined by the Board
of Directors, Class I to hold office initially for a term expiring at the annual
meeting of stockholders to be held during the fiscal year ending in 1988, Class
II to hold office initially for a term expiring at the annual meeting of
stockholders to be held during the fiscal year ending in 1989, and Class III to
hold office initially for a term expiring at the annual meeting of stockholders
to be held during the fiscal year ending in 1990, with the members of each class
to hold office until their successors are elected and qualified. At each annual
meeting of stockholders, the successors of the class of Directors whose term
expires at that meeting shall be elected to hold office for a term expiring at
the annual meeting of stockholders held in the third year following the year of
their election.
Subject to the rights of holders of any class or series of stock
having a preference over the Common Stock as to dividends or upon liquidation,
nominations for the election of Directors may be made by the Board of Directors
or a committee appointed by the Board of Directors or by any stockholder
entitled to vote in the election of Directors generally. However, any
stockholder entitled to vote in the election of Directors generally may nominate
one or more persons for election as Directors at a meeting only if written
notice of such stockholder's intent to make such nomination or nominations has
been given, either by personal delivery or by United States mail, postage
prepaid, to the Secretary of the Corporation not later than (i) with respect to
an election to be held at an annual meeting of stockholders, ninety days prior
to the anniversary date of the immediately preceding annual meeting, and (ii)
with respect to an election to be held at a special meeting of stockholders for
the election of Directors, the close of business on the tenth day following the
date on which notice of such meeting is first given to stockholders. Each such
notice shall set forth: (a) the name and address of the stockholder who intends
to make the nomination and of the person or persons to be nominated; (b)
representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (c) a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the stockholder; (d) such other information regarding each nominee proposed by
such stockholder as would be required to be included in a
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proxy statement filed pursuant to the proxy rules of the Securities and Exchange
Commission; and (e) the consent of each nominee to serve as a Director of the
Corporation if so elected. The presiding officer of the meeting may refuse to
acknowledge the nomination of any person not made in compliance with the
foregoing procedure.
Section 2. Newly Created Directorships and Vacancies.
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Except as otherwise fixed pursuant to the provisions of Article IV of
the Certificate of Incorporation relating to the rights of the holders of any
class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation to elect Directors under specified circumstances,
newly created directorships resulting from any increase in the number of
Directors and any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other cause shall be filled solely by
the affirmative vote of a majority of the remaining Directors then in office,
even though less than a quorum of the Board of Directors. Any Director elected
in accordance with the preceding sentence shall hold office for the remainder of
the full term of the class of Directors in which the new directorship was
created or the vacancy occurred and until such Director's successor shall have
been elected and qualified. No decrease in the number of Directors constituting
the Board of Directors shall shorten the term of any incumbent Director.
Section 3. Removal.
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Subject to the rights of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation to elect
Directors under specified circumstances, any Director may be removed from office
without cause, only by the affirmative vote of the holders of 80% of the
combined voting power of the then outstanding shares of stock entitled to vote
generally in the election of Directors, voting together as a single class.
Section 4. Regular Meetings.
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Regular meetings of the Board of Directors shall be held at such times
and places as the Board of Directors may from time to time determine.
Section 5. Special Meetings.
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Special meetings of the Board of Directors may be called at any time,
at any place and for any purpose by the Chairman, Chief Executive Officer, or by
any officer of the Corporation upon the request of a majority of the entire
Board of Directors.
Section 6. Notice of Meetings.
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Notice of regular meetings of the Board of Directors need not be
given.
Notice of every special meeting of the Board of Directors shall be
given to each Director at his usual place of business or at such other address
as shall have been furnished by him for such purpose. Such notice shall be
properly and timely given if it is (a) deposited in the
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United States mail not later than the seventh calendar day preceding the date of
the meeting, or (b) personally delivered, mailed, telegraphed, or communicated
by telephone at least forty-eight hours before the time of the meeting. Such
notice need not include a statement of the business to be transacted at, or the
purpose of, any such meeting.
Section 7. Waiver.
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Attendance of a Director at a meeting of the Board of Directors shall
constitute a waiver of notice of such meeting, except where a Director attends a
meeting 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. A written waiver of notice signed by a Director or Directors entitled
to such notice, whether before, at, or after the time for notice or the time of
the meeting, shall be equivalent to the giving of such notice.
Section 8. Quorum.
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Except as may be otherwise provided by law or in these Bylaws, the
presence of a majority of the entire Board of Directors shall be necessary and
sufficient to constitute a quorum for the transaction of business at any meeting
of the Board of Directors, and the act of a majority of such quorum shall be
deemed the act of the Board of Directors. Less than a quorum may adjourn any
meeting of the Board of Directors from time to time without notice.
Section 9. Chairman of the Board and Vice Chairman of the Board.
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The Board of Directors may elect or appoint, from among the members of
the Board, a Chairman of the Board and a Vice Chairman of the Board. The
Chairman of the Board shall preside at all meetings of the Board of Directors
and the stockholders at which he is present. The Vice Chairman of the Board
shall preside at meetings of the directors and stockholders in the absence of
the Chairman of the Board. The Chairman of the Board and the Vice Chairman of
the Board shall have such duties, powers and authority as may be assigned to
them from time to time by the Board of Directors. The Chairman of the Board and
the Vice Chairman of the Board shall hold such positions at the pleasure of the
Board of Directors and may be removed at any time by the Board of Directors with
or without cause.
Section 10. Participation in Meetings By Telephone.
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Members of the Board of Directors, or of any committee thereof, may
participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other and, such participation shall
constitute presence in person at such meeting.
Section 11. Powers.
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The business, property and affairs of the Corporation shall be managed
by or under the direction of its Board of Directors, which shall have and may
exercise all the powers of the Corporation to do all such lawful acts and things
as are not by law, or by the Certificate of
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Incorporation, or by these Bylaws, directed or required to be exercised or done
by the stockholders.
Section 12. Compensation of Directors.
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Directors shall receive such compensation for their services as shall
be determined by a majority of the entire Board of Directors, provided that
Directors who are serving the Corporation as officers or employees and who
receive compensation for their services as such officers or employees shall not
receive any salary or other compensation for their services as Directors.
Section 13. Action Without a Meeting.
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Unless otherwise restricted by the Certificate of Incorporation or
these Bylaws, any action required or permitted to be taken at any meeting of the
Board of Directors or any committee thereof may be taken without a meeting if
written consent thereto is signed by all members of the Board of Directors or of
such committee, as the case may be, and such written consent is filed with the
minutes of proceedings of the Board of committee.
ARTICLE IV
COMMITTEES
The Board of Directors may, by resolution adopted by a majority vote
of the entire Board of Directors, designate one or more committees as provided
by law. Any such committee or committees shall have and may exercise all the
powers and authority set forth in the resolution designating such committee,
except as provided by law, the Certificate of Incorporation, and these Bylaws.
ARTICLE V
OFFICERS
Section 1. Officers Established.
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Except as provided otherwise in this Article V, the officers of the
Corporation shall be appointed or elected by the Board of Directors. The
officers shall be Chief Executive Officer, Chief Operating Officer, Chief
Financial Officer, such number of Vice Presidents (who may be designated Vice
Presidents, Senior Vice Presidents or Executive Vice Presidents) as the Board of
Directors may from time to time determine, a Secretary and a Treasurer. The
Board of Directors may appoint such other officers or assistant officers as the
Board shall deem appropriate, or delegate to any officer of the Corporation
authority to appoint such other officers or assistant officers. Any person may
hold two or more offices at the same time. The officers
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need not be members of the Board. The election or appointment of an officer
shall not create any contract of employment.
Section 2. Terms of Office.
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All officers, agents and employees of the Corporation shall hold their
respective offices or positions at the pleasure of the Board of Directors and
may be removed at any time by the Board of Directors with or without cause.
Section 3. Chief Executive Officer.
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The Chief Executive Officer shall be the principal executive officer
of the Corporation and, subject to the direction and control of the Board of
Directors, shall have primary responsibility for the overall management of the
business of the Corporation. The Chief Executive Officer may execute contracts,
deeds and other instruments on behalf of the Corporation. The Chief Executive
Officer shall have full authority on behalf of the Corporation to attend any
meeting, give any waiver, cast any vote, grant any discretionary or directed
proxy to any person, and exercise any other rights of ownership with respect to
any shares of capital stock or other securities held by the Corporation and
issued by any other corporation or with respect to any partnership, limited
liability company, trust or similar interest held by the Corporation. In the
absence of the Chairman and Vice Chairman of the Board, the Chief Executive
Officer shall preside at meetings of the Board of Directors and the
stockholders. The Chief Executive Officer shall have such additional authority,
powers and duties as are usually vested in the office of Chief Executive Officer
and as the Board of Directors may prescribe from time to time.
Section 4. Chief Operating Officer.
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Subject to the direction and control of the Board of Directors and the
Chief Executive Officer, the Chief Operating Officer shall have primary
responsibility for the overall operation and the day-to-day management of the
business of the Corporation. In the absence or of the Chief Executive Officer,
the Chief Operating Officer shall assume and discharge the responsibilities of
that office. He shall have such additional authority, powers, and duties as are
usually vested in the office of Chief Operating Officer and as the Board of
Directors may prescribe from time to time.
Section 5. Chief Financial Officer.
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Subject to the discretion and control of the Board and the Chief
Executive Officer, the Chief Financial Officer shall have primary responsibility
for management of the financial affairs of the Corporation and have oversight of
the Corporation's financial records and its financial reports to stockholders
and to regulatory agencies. The Chief Financial Officer shall have such
additional authority, powers and duties as are usually vested in the office of
Chief Financial Officer and as the Board of Directors may prescribe from time to
time.
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Section 6. Vice Presidents.
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Subject to the direction and control of the Chief Executive Officer
and Chief Operating Officer, each Vice President shall have such responsibility
as may be prescribed from time to time by the Board of Directors or by the
officer appointing such Vice President in accordance with this Article V. Vice
Presidents may be designated and elected or appointed as follows:
Senior Vice Presidents. Senior Vice Presidents, if any, may be elected or
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appointed by the Board of Directors. Subject to the direction and control
of the Chief Executive Officer and Chief Operating Officer, each Senior
vice President shall have primary responsibility for management of the
operation of a principal business unit, division or function of the
Corporation, which may be identified in the title of such officer. A Senior
Vice President shall have such additional authority, powers and duties as
the Board of Directors may prescribe from time to time.
Executive Vice Presidents. Executive Vice Presidents, if any, may be
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elected or appointed by the Board, the Chief Executive Officer or Chief
Operating Officer. Subject to the direction and control of the Chief
Executive Officer and Chief Operating Officer, each Executive Vice
President shall have such management responsibilities with respect to the
Corporation's business as the Board of Directors or the officer appointing
such person shall prescribe from time to time.
Vice Presidents. Vice Presidents, if any, may be elected or appointed by
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the Board, the Chief Executive Officer or Chief Operating Officer. Subject
to the direction and control of the Chief Executive Officer and Chief
Operating Officer, each Vice President shall have such responsibilities as
the Board of Directors or the officer appointing such person shall
prescribe from time to time.
Section 7. Secretary.
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The Secretary shall give notice of all meetings of the stockholders
and, upon the request of a person entitled to call a special meeting of the
Board of Directors, he shall give notice of any such special meeting. He shall
keep the minutes of all meetings of the stockholders, the Board of Directors, or
any committee established by the Board of Directors. The Secretary shall be
responsible for the maintenance of all records of the Corporation and may attest
documents on behalf of the Corporation. The Secretary shall perform such other
duties as the Board or the Chief Executive Officer may from time to time
prescribe or delegate to him.
Section 8. Treasurer.
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The Treasurer shall be responsible for the control of the funds of the
Corporation and the custody of all securities owned by the Corporation. The
Treasurer shall perform such other duties as the Board or the Chief Executive
Officer may from time to time prescribe or delegate to him.
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Section 9. Other Officers.
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Any other officer or assistant officer appointed by the Board of
Directors or pursuant to delegated authority to make such an appointment, shall
have such title and such duties and responsibilities as the Board or the officer
making such appointment shall prescribe from time to time.
Section 10. Compensation and Contract Rights.
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The Board of Directors, or upon delegation of the Board of Directors,
a Compensation Committee of the Board, shall be responsible for establishing the
compensation of the following officers: Chief Executive Officer, Chief
Operating Officer, Chief Financial Officer, Senior Vice Presidents, Secretary
and Treasurer. The Board of Directors may delegate to the Chief Executive
Officer or the Chief Operating Officer the responsibility for establishing the
compensation of any other officer. All such compensation determinations shall
be reported promptly to the Board of Directors or, upon delegation of such
responsibility by the Board of Directors, to a Compensation Committee of the
Board of Directors.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
Section 1. Directors and Officers.
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The Corporation shall indemnify to the full extent permitted by, and
in the manner permissible under, the laws of the State of Delaware, any person
made, or threatened to be made, a party to an action or proceeding, whether
criminal, civil, administrative or investigative, by reason of the fact that he,
his testator or in testate is or was a director of officer of the Corporation or
any predecessor of the Corporation, or served any other enterprise as a director
or officer at the request of the Corporation or any predecessor of the
Corporation. The Corporation may advance expenses to any such person incurred
in defending any such action or proceeding upon terms and conditions, if any,
deemed appropriate by the Board of Directors upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
Corporation as authorized by the laws of the State of Delaware.
Section 2. Contract.
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The foregoing provisions of this Article VI shall be deemed top be a
contract between the Corporation and each director and officer who serves in
such capacity at any time while this Bylaw is in effect, and any repeal or
modification thereof shall not affect any rights or obligations then existing
with respect to any state of facts then or theretofore existing or any action,
suit or proceeding theretofore or thereafter brought based in whole or in part
upon any such state of facts.
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The foregoing rights of indemnification shall not be deemed exclusive
of any other rights to which any director or officer may be entitled apart from
the provisions of this Article VI.
Section 3. Other Persons.
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The Board of Directors in its discretion shall have power on behalf of
the Corporation to indemnify any person, other than a director or officer, made
a party to any action, suit or proceeding by reason of the fact that he, his
testator or in testate, is or was an employee or agent of the Corporation.
ARTICLE VII
SEAL
The Corporate seal shall bear the name of the Corporation and the
words "Corporate Seal, Delaware".
ARTICLE VIII
AMENDMENTS
Subject to the provisions of the Certificate of Incorporation, these
Bylaws may be altered, amended or repealed at any regular meeting of the
stockholders (or at any special meeting thereof duly called for that purpose) by
a majority vote of the shares represented and entitled to vote at such meeting;
provided that in the notice of such special meeting, notice of such purpose
shall be given. Subject to the laws of the State of Delaware, the Certificate
of Incorporation and these Bylaws, the Board of Directors may, by majority vote
of those present at any meeting at which a quorum is present, amend these
Bylaws, or enact such other Bylaws as in their judgment may be advisable for the
regulation of the conduct of the affairs of the Corporation.
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