Exhibit 3.19
AMENDED AND RESTATED BYLAWS
OF
EVERGREEN HELICOPTERS, INC.
ARTICLE I. OFFICES
The principal office of the corporation in the state of Oregon shall
be located in the city of McMinnville, county of Yamhill. The corporation may
have such other offices, either within or without the state of Oregon, as the
board of directors may designate or as the business of the corporation may
require from time to time.
The registered office of the corporation required by the Oregon
Business Corporation Act to be maintained in the state of Oregon may be, but
need not be, identical with the principal office in the state of Oregon, and the
address of the registered office may be changed from time to time by the board
of directors.
ARTICLE II. SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders
shall be held on the third Wednesday in March in each year, at the hour of 4:30
p.m., for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. If the annual meeting shall not
be held at said time, the president of the board of directors shall call the
annual meeting at a time fixed by them, not more than 60 days after said time,
by proper notice designating the meeting as the annual meeting. If the annual
meeting is not held at said time or during the 60-day period thereafter, the
annual meeting may be called by the holders of one tenth of all the shares
entitled to vote at the meeting. In such event, notice shall be given not more
than 15 days after the expiration of such 60-day period, which notice shall fix
the time of the meeting at the earliest date permissible under these bylaws.
Section 2. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the president or by the board of directors, and shall be called by the
president at the request of the holders of not less than one fifth of all the
outstanding shares of the corporation entitled to vote at the meeting.
Section 3. Place of Meeting. The board of directors shall determine
the place of meeting for all annual and special meetings of the shareholders. In
the absence of any such determination, all meetings of shareholders shall be
held at the principal office of the corporation in the state of Oregon.
Section 4. Notice of Meeting. Written or printed notice stating the
place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than 10 nor more than 50 days before the date of the meeting, either personally
or by mail, by or at the direction of the president, the secretary or the
officer or persons calling the meeting, to each shareholder of record entitled
to vote at such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail, addressed to the shareholder at his
address as it appears on the stock transfer books of the corporation, with
postage thereon prepaid.
Section 5. Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum
at a meeting of shareholders. If less than a majority of the outstanding shares
are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
Section 6. Proxies. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney in fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
11 months from the date of its execution, unless otherwise provided in the
proxy.
Section 7. Voting of Shares. Each outstanding share of the
corporation's common stock shall be entitled to one vote upon each matter
submitted to a vote at a meeting of the shareholders.
Section 8. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by such officer, agent or proxy as the
bylaws of such corporation may prescribe, or, in the absence of such provision,
as the board of directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or
by proxy, but no trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledges, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the corporation or held for its
benefit by another corporation in a fiduciary capacity or held by a corporation
in which the corporation holds a majority of the voting shares shall not be
voted at any meeting or counted in determining the total number of outstanding
shares at any given time.
Section 9. Informal Action by Shareholders. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all the
shareholders entitled to vote with respect to the subject matter thereof.
ARTICLE III. BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the corporation
shall be managed by its board of directors.
Section 2. Number, Tenure and Qualifications. The number of directors
of the corporation shall be no less than three and no more than ten. Each
director shall
hold office until the next annual meeting of the shareholders and until his
successor shall have been elected and qualified, unless sooner removed from
office as hereinafter provided. Directors need not be residents of the state of
Oregon or shareholders of the corporation.
Section 3. Regular Meetings. A regular meeting of the board of
directors shall be held without other notice than this bylaw immediately after,
and at the same place as, the annual meeting of shareholders. The board of
directors may provide by resolution the time and place, either within or without
the state of Oregon, for the holding of additional regular meetings without
other notice than such resolution.
Section 4. Special Meetings. Special meetings of the board of
directors may be called by or at the request of the president or any two
directors. The person or persons authorized to call special meetings of the
board of directors may fix any place, either within or without the state of
Oregon, as the place for holding any special meeting of the board of directors
called by them.
Section 5. Notice. Notice of any special meeting shall be given at
least 36 hours previously thereto by written notice delivered personally or
mailed to each director at his business address. If mailed, such notice shall be
deemed to be delivered 48 hours after it is deposited in the United States mail
so addressed, with postage thereon prepaid. Any director may waive notice of any
meeting. The attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the board
of directors need be specified in the notice or waiver of notice of such
meeting.
Section 6. Quorum. A majority of the number of directors fixed by
Section 2 of this Article III shall constitute a quorum for the transaction of
business at any meeting of the board of directors, but, if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.
Section 7. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors.
Section 8. Vacancies. Any vacancy occurring in the board of directors
may be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the board of directors. A director elected to fill
a vacancy shall be elected for the unexpired term of his predecessor in office.
Any directorship to be filled by reason of an increase in the number of
directors shall be filled by election at an annual meeting or at a special
meeting of shareholders called for that purpose.
Section 9. Presumption of Assent. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken, unless
his dissent shall be entered in the minutes of the meeting, or unless he shall
file his written dissent to such action with the person acting as the secretary
of the meeting before the adjournment thereof, or shall forward such dissent by
registered mail to the secretary of the
corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.
Section 10. Removal of Directors. All or any number of the directors
may be removed with or without cause at a meeting expressly called for that
purpose by a vote of the holders of a majority of the shares then entitled to
vote at an election of directors.
Section 11. Informal Action by Directors. Any action required to be
taken at a meeting of the board of directors, or any other action which may be
taken at a meeting of the directors, may be taken without a meeting if a consent
in writing, setting forth the action so taken, shall be signed by all the
directors entitled to vote with respect to the subject matter thereof.
ARTICLE IV. OFFICERS
Section 1. Number. The officers of the corporation shall be a
president, one or more vice presidents (the number thereof to be determined by
the board of directors), a secretary and a treasurer, each of whom shall be
elected by the board of directors. Such other officers and assistant officers as
may be deemed necessary may be elected or appointed by the board of directors.
Any two or more offices may be held by the same person, except the offices of
president and secretary.
Section 2. Election and Term of Office. The officers of the
corporation to be elected by the board of directors shall be elected annually at
the first meeting of the board of directors held after each annual meeting of
the shareholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as may be convenient. Each
officer shall hold office until his successor shall have been duly
elected and shall have qualified or until his death or until he shall resign or
shall have been removed in the manner hereinafter provided.
Section 3. Removal. Any officer or agent elected or appointed by the
board of directors may be removed by the board of directors whenever in its
judgment the best interests of the corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.
Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term.
Section 5. President. The president shall be the principal executive
officer of the corporation and, subject to the control of the board of
directors, shall in general supervise and control all the business and affairs
of the corporation. He shall preside at all meetings of the shareholders and of
the board of directors. He may sign, with the secretary or any other proper
officer of the corporation thereunto authorized by the board of directors,
certificates for shares of the corporation, and any deeds, mortgages, bonds,
contracts or other instruments which the board of directors has authorized to be
executed, except in cases where the signing and execution thereof shall be
expressly delegated by the board of directors or by these bylaws to some other
officer or agent of the corporation or shall be required by law to be otherwise
signed or executed; and in general he shall perform all duties incident to the
office of president and such other duties as may be prescribed by the board of
directors from time to time.
Section 6. Vice Presidents. In the absence of the president, or in the
event of his death, inability or refusal to act, the vice president (or, in the
event there be
more than one vice president, the vice presidents in the order designated at the
time of their election, or, in the absence of any designation, then in the order
of their election) shall perform the duties of the president, and, when so
acting, shall have all the powers of and be subject to all the restrictions upon
the president. Any vice president say sign, with the secretary or an assistant
secretary, certificates for shares of the corporation; and shall perform such
other duties as from time to time may be assigned to him by the president or by
the board of directors.
Section 7. Secretary. The secretary shall: (a) keep the minutes of the
shareholders' and of the board of directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these bylaws or as required by laws; (c) be custodian of
the corporate records and of the seal of the corporation and see that the seal
of the corporation is affixed to all documents the execution of which on behalf
of the corporation under its seal is duly authorized; (d) keep a register of the
post office address of each shareholder which shall be furnished to the
secretary by such shareholder; (e) sign with the president, or a vice president,
certificates for shares of the corporation the issuance of which shall have been
authorized by resolution of the board of directors; (f) have general charge of
the stock transfer books of the corporation; and (g) in general perform all
duties incident to the office of secretary and such other duties as from time to
time may be assigned to him by the president or by the board of directors.
Section 8. Treasurer. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the board of directors shall determine. He
shall: (a) have charge and
custody of and be responsible for all funds and securities of the corporations;
receive and give receipts for moneys due and payable to the corporation from any
source whatsoever, and deposit all such moneys in the name of the corporation in
such banks, trust companies or other depositaries as shall be selected in
accordance with the provisions of Article V of these bylaws; and (b) in general
perform all the duties incident to the office of treasurer and such other duties
as from time to time may be assigned to him by the president or by the board of
directors.
Section 9. Assistant Secretaries and Assistant Treasurers. The
assistant secretaries, when authorized by the board of directors, may sign with
the president or a vice president certificates for shares of the corporation the
issuance of which shall have been authorized by a resolution of the board of
directors. The assistant treasurers shall, respectively, if required by the
board of directors, give bonds for the faithful discharge of their duties in
such sums and with such sureties as the board of directors shall determine. The
assistant secretaries and assistant treasurers, in general, shall perform such
duties as shall be assigned to them by the secretary or the treasurer,
respectively, or by the president or the board of directors.
Section 10. Salaries. The salaries of the officers shall be fixed from
time to time by the board of directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.
ARTICLE V. CONTRACTS, CHECKS AND DEPOSITS
Section 1. Contracts. The board of directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.
Section 2. Checks, Drafts, Etc. All checks, drafts or other orders for
the payment of money, notes or 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 shall from time to time be
determined by resolution of the board of directors.
Section 3. Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositaries as the board of directors
may select.
ARTICLE VI. CERTIFICATES FOR SHARES
AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates representing shares
of the corporation shall be in such form as shall be determined by the board of
directors. Such certificates shall be signed by the president or a vice
president and by the secretary or an assistant secretary or facsimile signatures
of said officers shall be affixed to such certificates if the certificates are
countersigned by a transfer agent, or registered by a registrar other than the
corporation itself or an employee of the corporation. All certificates for
shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on the stock transfer
books of the corporation. All certificates surrendered to the corporation for
transfer shall be canceled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
canceled, except that in case of a lost, destroyed
or mutilated certificate a new one may be issued therefor on such terms and
indemnity to the corporation as the board of directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the secretary of the corporation,
and on surrender for cancellation of the certificate for such shares. The person
in whose name shares stand on the books of the corporation shall be deemed by
the corporation to be the owner thereof for all purposes.
ARTICLE VII. INDEMNIFICATION OF
DIRECTORS AND OFFICERS
Each director and officer of the corporation now or hereafter in
office and his heirs, executors and administrators, and each director and
officer of the corporation and his heirs, executors and administrators who now
acts, or shall hereafter act at the request of the corporation as director or
officer of another corporation in which the corporation owns shares of capital
stock or of which it is a creditor, shall be indemnified by the corporation
against all costs, expenses and amounts or liability therefor, including counsel
fees, reasonably incurred by or imposed upon him in connection with or resulting
from any action, suit, proceeding or claim to which he may be made a party, or
in which he may be or become involved by reason of his acts of omission or
commission, or alleged acts or omissions as such director or officer, or,
subject to the provisions hereof, any settlement thereof, whether or not he
continues to be such director or officer at the time of incurring such costs,
expenses or amounts, and whether or not the action or omission to act on the
part of such director or officer, which is the basis of such suit,
action, proceeding or claim, occurred before or after the adoption of this
bylaw, provided that such indemnification shall not apply with respect to any
matter as to which such director or officer shall be finally adjudged in such
action, suit or proceeding to have been individually guilty of willful
misfeasance or malfeasance in the performance of his duty as such director or
officer, and provided, further, that the indemnification herein provided shall,
with respect to any settlement of any such suit, action, proceeding or claim,
include reimbursement of any amounts paid and expenses reasonably incurred in
settling any such suit, action, proceeding or claim, when, in the judgment of
the board of directors of the corporation, such settlement and reimbursement
appear to be for the best interests of the corporation. The foregoing right of
indemnification shall be in addition to and not exclusive of any and all other
rights as to which any such director or officer may be entitled under any
provision of the corporation's articles of incorporation, agreement, statute,
vote of shareholders or otherwise. This Article VII does not limit the powers of
the corporation under ORS 57.255 and 57.260.
ARTICLE VIII. SEAL
The seal, the impression of which appears in the margin opposite this
article, is hereby adopted as the official seal of this corporation.
ARTICLE IX. EXECUTIVE COMMITTEE
Section 1. The board of directors by resolution adopted by a majority
of the full board may appoint an executive committee to consist of a chairman
and one or more other directors. The chairman of the committee shall be a
director and shall be selected by the board of directors from the members of the
executive committee. The designation of such committee and the delegation
thereto of authority shall not operate to
relieve the board of directors, or any member thereof, of any responsibility
imposed by law.
ARTICLE X. AMENDMENTS
These bylaws or any portion hereof may be amended by the board of
directors.