Exhibit 3.7
AMENDED AND RESTATED BYLAWS
OF
EVERGREEN AIR CENTER, 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 4:00
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 or 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 pledgee, 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 two nor 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 12 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 36 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 maybe
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 chairman
of the board, 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. Chairman of the Board. The chairman of the board shall
have, under the direction of the board of directors, general direction of its
business, policies and affairs. He shall preside, when present, at all meetings
of the board of directors. He and the president shall each have general power to
sign, with the secretary or any other proper officer of the corporation
authorized by the board of directors, 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 or by statute to some
other officer or agent of the corporation; and in general he shall perform all
duties incident to the office of chairman of the board and such other duties as
may be prescribed by the board of directors from time to time.
Section 6. President. The president shall have, subject to the control
of the board of directors, general management of its business, property and
affairs. 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 7. 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 may 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
chairman of the board, the president or by the board of directors.
Section 8. 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 law; (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 chairman of the board,
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 chairman of the board, the president or by the board of directors.
Section 9. 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 corporation; 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 chairman of the board, the president or by the board of directors.
Section 10. Assistant Secretaries and Assistant Treasurers. The
assistant secretaries, when authorized by the board of directors, may sign with
the chairman of the board, 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 chairman of the
board, the president or the board of directors.
Section 11. 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, LOANS, 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. Loans. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the board of directors. Such authority may be
general or confined to specific instances.
Section 3. 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 4. 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. Appointment. 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.
Section 2. Authority. The executive committee, when the board of
directors is not in session, shall have and may exercise all the authority of
the board of directors, except to the extent, if any, that such authority shall
be limited by the resolution appointing the executive committee and except also
that the executive committee shall not have the authority of the board of
directors in reference to amending the articles of incorporation, adopting a
plan of merger or consolidation, recommending to the
shareholders the sale, lease, exchange, mortgage, pledge or other disposition of
all or substantially all the property and assets of the corporation otherwise
than in the usual and regular course of its business, recommending to the
shareholders a voluntary dissolution of the corporation or a revocation thereof,
or amending the bylaws of the corporation.
Section 3. Tenure and Qualifications. Each member of the executive
committee shall hold office until the next regular annual meeting of the board
of directors following his designation and until his successor is designated as
a member of the executive committee and is elected.
Section 4. Meetings. Regular meetings of the executive committee may
be held without notice at such times and places as the executive committee may
fix from time to time by resolution. Special meetings of the executive committee
may be called by any member thereof upon not less than two days' notice stating
the place, date and hour of the meeting, which notice may be written or oral,
and, if mailed, shall be deemed to be delivered when deposited in the United
States mail addressed to each member of the executive committee at his business
address. Any member of the executive committee may waive notice of any meeting
and no notice of any meeting need be given to any member thereof who attends in
person. The notice of a meeting of the executive committee need not state the
business proposed to be transacted at the meeting.
Section 5. Quorum. A majority of the members of the executive
committee shall constitute a quorum for the transaction of business at any
meeting thereof, and action of the executive committee must be authorized by the
affirmative vote of a majority of the members present at a meeting at which a
quorum is present.
Section 6. Action Without a Meeting. Any action that may be taken by
the executive committee at a meeting may be taken without a meeting if a consent
in writing, setting forth the action so to be taken, shall be signed before such
action by all the members of the executive committee.
Section 7. Vacancies. Any vacancy in the executive committee may be
filled by a resolution adopted by a majority of the full board of directors.
Section 8. Resignations and Removal. Any member of the executive
committee may be removed at any time with or without cause by resolution adopted
by a majority of the full board of directors. Any member of the executive
committee may resign from the executive committee at any time by giving written
notice to the president or secretary of the corporation, and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
Section 9. Procedure. The chairman of the executive committee shall be
the presiding officer and the executive committee shall fix its own rules of
procedure which shall not be inconsistent with these bylaws. It shall keep
regular minutes of its proceedings and report the same to the board of directors
for its information at the meeting thereof held next after the proceedings shall
have been taken.
ARTICLE X. AMENDMENTS
These bylaws or any portion hereof may be amended by the board of
directors.