EXHIBIT
3.1
RESTATED
CERTIFICATE OF INCORPORATION
OF
BRISTOW
GROUP INC.
Bristow
Group Inc., a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware,
DOES
HEREBY CERTIFY:
FIRST: The
current name of the corporation is Bristow Group Inc.
SECOND: The
name under which the corporation was originally incorporated is Offshore
Logistics Delaware, Inc. The date of filing of its original
certificate of incorporation with the Secretary of State of the State of
Delaware was December 3, 1987.
THIRD: This
Restated Certificate of Incorporation was duly adopted by the board of directors
of the corporation in accordance with Section 245 of the General Corporation
Law
of the State of Delaware.
FOURTH: This
Restated Certificate of Incorporation only restates and integrates and does
not
further amend the provisions of the corporation's certificate of incorporation
as heretofore amended, supplemented or restated and there is no discrepancy
between those provisions and the provisions of this Restated Certificate of
Incorporation.
FIFTH: The
text of the Certificate of Incorporation of the corporation as heretofore
amended, supplemented or restated is hereby restated to read as herein set
forth
in full:
ARTICLE
I
The
name of the corporation is Bristow
Group Inc.
ARTICLE
II
The
corporation shall have perpetual
existence.
ARTICLE
III
The
purpose for which the corporation
is organized is to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.
ARTICLE
IV
1.1
Capitalization.
The
corporation has authority to issue 98,000,000 shares, of which 90,000,000
shares, of the par value of $.01 each, shall be designated Common Stock, and
of
which 8,000,000 shares, of the par value of $.01 each, shall be designated
Preferred Stock. The board of directors is hereby expressly
authorized, by resolution or resolutions from time to time adopted, to provide,
out of the unissued and undesignated Preferred Stock, for the issuance of serial
Preferred Stock. Before any shares of any such series are issued, the board
of
directors shall fix and state, and hereby is expressly empowered to fix, by
resolution or resolutions, the designations, preferences and relative,
participating, optional or other special rights of the shares of each such
series, and the qualifications, limitations or restrictions thereon, including
but not limited to, determination of any of the following:
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a)
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the
number of shares that shall constitute any such series
and whether the
aforesaid number of shares may be increased or decreased
by action of the
board of directors;
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b)
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whether
the shares of any such series shall be convertible
into or exchangeable
for shares of stock of any other class or classes or
shares of any other
series of the same class;
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c)
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the
price or prices, or the rate or rates, of conversion
if the board
determines that the shares of any such series shall
be
convertible;
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d)
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any
limitations or restrictions to be effective while any
shares of any such
series are outstanding upon the payment of dividends
or the making of
other distributions or upon the acquisition in any
manner by the
corporation or any of its subsidiaries of any of the
shares of the
corporation’s common, preferred, or other class or classes of
stock;
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e)
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any
conditions or any restrictions upon the creation of
indebtedness of the
corporation or any of its subsidiaries or upon the
issuance of any
additional stock of any kind while the shares of any
series are
outstanding;
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f)
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the
annual rate of dividends, it any, payable on the shares
of any such series
and the conditions upon which such dividends shall
be
payable;
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g)
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whether
dividends, if authorized in accordance with subsection
(f), shall be
cumulative and, if so, the date from which such dividends
shall be
cumulative;
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h)
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voting
rights, if any;
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i)
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when
and at what price or prices (whether in cash or in
debentures of the
corporation) the shares of any such series shall be
redeemable or, at the
option of the corporation, exchangeable or both;
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j)
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whether
the shares of any such series shall be subject to the
operation of any
purchase, retirement or sinking fund or funds and,
if so, the terms and
provisions relative to the operation of any such fund
or
funds;
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k)
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the
amount payable on the shares of any such series in
the event of voluntary
liquidation, dissolution or winding up of the affairs
of the corporation;
and any other powers, preferences and relative, participating,
option and
other special rights, and any qualifications, limitations
and restrictions
thereof.
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ARTICLE
V
The
street address of the registered
office of the corporation in the State of Delaware is 1209 Orange Street,
Corporation Trust Center, in the City of Wilmington, County of New Castle.
The
name of its registered agent at that address is The Corporation Trust
Company.
ARTICLE
VI
The
business and affairs of the
corporation shall be managed by or under the direction of a board of directors
consisting of not less than three nor more than fifteen directors, the exact
number of directors to be determined from time to time by resolution adopted
by
the affirmative vote of a majority of the entire board of directors. Any vacancy
on the board of directors that results from an increase in the number of
directors may be filed by a majority of the board of directors then in office,
and any other vacancy occurring in the board of directors may be filled by
a
majority of the directors then in office, although less than a quorum, or by
a
sole remaining director.
The
board of directors is expressly authorized to adopt, amend and repeal the
by-laws of the corporation.
ARTICLE
VII
No
director of the corporation shall be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director’s duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit. If
the
Delaware General Corporation Law is subsequently amended to authorize corporate
action further limiting or eliminating the personal liability of directors,
then
the liability of directors of the corporation shall be limited or eliminated
to
the fullest extent permitted by the Delaware General Corporation Law, as so
amended. Neither the amendment nor repeal of this Article VII ,nor the
adoption of any provision of this Certificate of Incorporation inconsistent
with
this Article VII, shall adversely affect any right or protection of a
director of the corporation existing at the time of such amendment, repeal
or
adoption of an inconsistent provision.
ARTICLE
VIII
Meetings
of stockholders may be held
within or without the State of Delaware, as the by-laws may provide. The books
of the corporation may be kept (subject to any provisions contained in the
statutes) outside the State of Delaware at such place or places as may be
designated from time to time by the board of directors in the by-laws of the
Corporation. Elections of directors at an annual or special meeting of
stockholders shall be by written ballot unless the by-laws of the corporation
shall otherwise provide.
ARTICLE
IX
The
corporation reserves the right to
amend, alter, change or repeal any provision contained in this Certificate
of
Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred upon stockholders herein are granted subject to this
reservation.
ARTICLE
X
The
provision of the original
Certificate of Incorporation naming the incorporator is omitted pursuant to
Section 245(c) of the General Corporation Law of the State of
Delaware.
ARTICLE
XI
Section
One
Federal
Aviation Act Compliance
1.1 Definitions.
The following definitions shall apply for purposes of this Article
XI:
(a) “Act”
shall mean the Federal Aviation Act of 1958, as amended from time to time (Title
49 United States Code).
(b) “Excess
Shares” shall have the meaning set forth in Section 3.1 of this Article
XI.
(c) “Foreign
Stock” shall mean the Voting Stock registered in the Foreign Stock
Record.
(d) “Foreign
Stock Record” shall have the meaning set forth in Section 2.1 of this Article
XI.
(e) “Non-Citizen”
shall mean any person or entity that is not a “citizen of the United States” as
defined in Section 101 of the Act, including any agent, trustee or
representative of a Non-Citizen.
(f) “Own
or Control” or “Owned or Controlled,” when used in reference to Voting Stock,
shall mean (i) ownership of record, (ii) beneficial ownership, or (iii) the
power to direct, by agreement, agency or in any other manner, the voting of
Voting Stock. Any determination by the board of directors as to whether Voting
Stock is Owned or Controlled by a Non-Citizen shall be final.
(g) “Permitted
Foreign Ownership” shall mean the number of shares of Voting Stock that from
time to time has in the aggregate twenty-five percent (25%) of the voting power
then entitled to be exercised by the Voting Stock.
(h) “Redemption
Price” shall have the meaning set forth in Section Four of this Article
XI.
(i)
“Voting Stock” shall mean the outstanding shares of capital stock of the
corporation entitled to vote, including any such shares that would be entitled
to vote but for the operation of this Article XI.
1.2 Policy.
It is the policy of the corporation that, consistent with the requirements
of
the Act, Non-Citizens shall not Own or Control more than the Permitted Foreign
Ownership and, if Non-Citizens nonetheless at any time Own or Control more
than
the Permitted Foreign Ownership, the voting rights of the shares of Foreign
Stock in excess of the Permitted Foreign Ownership shall be suspended in
accordance with Section 3.1 below.
Section
Two
Foreign
Stock Record
2.1
Description.
The corporation
or any transfer agent designated by it shall maintain a separate stock record
(the “Foreign Stock Record”) for purposes of registering Voting Stock Owned or
Controlled by Non-Citizens. The Foreign Stock Record shall include (a) the
name
and nationality of each such Non-Citizen, (b) the number of shares of Voting
Stock Owned or Controlled by such Non-Citizen, and (c) the date of registration
of such shares in the Foreign Stock Record.
2.2
Registration.
The
corporation shall register in the Foreign Stock Record shares of Voting Stock
that the corporation determines are Owned or Controlled by one or more
Non-Citizens. Such shares shall be registered in the Foreign Stock Record in
chronological order based on the date and time of such determination by the
corporation. The corporation may rely on such certifications or other evidence
it deems appropriate in determining the citizenship status of any person and,
by
way of illustration but not limitation, the corporation may presume that Voting
Stock is Owned or controlled by a Non-Citizen and may register such Voting
Stock
in the Foreign Stock Record if the registered holder thereof has an address
located outside the United States.
2.3
Confirmation
of Citizenship.
The corporation from time to time may require the holder of record of any Voting
Stock to confirm the citizenship status of the person or persons who Own or
Control that Voting Stock by executing such certificates and providing such
other evidence that the corporation determines is reasonably necessary for
that
purpose. If the holder of record of shares of Voting Stock fails to confirm
or
provide evidence to the satisfaction of the corporation that such shares are
not
Owned or Controlled by one or more Non-Citizens, the corporation shall be
entitled, but not obligated, to register those shares in the Foreign Stock
Record.
Section
Three
Suspension
of Voting Rights
3.1
Suspension.
If at any time
the number of shares of Foreign Stock exceeds the Permitted Foreign ownership,
the voting rights of shares of Foreign Stock shall automatically be suspended,
in the reverse chronological order of the dates and times of registry of such
shares in the Foreign stock Record, until the voting rights of a sufficient
number thereof shall have been suspended so that the number of shares of Foreign
Stock that continues to have voting rights equals the greatest whole number
that
is less than or equal to the Permitted Foreign Ownership. The particular shares
of Foreign Stock that shall have their voting rights suspended are referred
to
collectively as the “Excess Shares”.
3.2
Reinstatement.
If, while,
the voting rights of any shares of Foreign Stock are suspended, the corporation
determines that the number of shares of Foreign Stock that have voting rights
is
less than the Permitted Foreign Ownership, voting rights shall automatically
be
reinstated for shares of Foreign Stock as to which voting rights have been
suspended, in the reverse order in which the voting rights thereof were
suspended under Section 3.1, until the maximum number of shares of Foreign
Stock, not exceeding the Permitted Foreign Ownership, shall have voting rights.
Voting rights also shall automatically be reinstated for any shares of Foreign
Stock that have suspended voting rights if such shares are transferred to a
person or entity that is not a Non-Citizen.
Section
Four
Redemption
of Excess Shares
To
the extant necessary for the
corporation to comply with any present or future registration, licensing or
other provisions of the Act, or regulations promulgated thereunder, the
corporation shall have the power, but not the obligation, to redeem Excess
Shares out of funds legally available therefor, subject to the following terms
and conditions:
(a) The
per share redemption price (the “Redemption Price”) to be paid for the Excess
Shares to be redeemed shall be the average closing sales price of such shares
on
the New York Stock Exchange Composite Tape during the 10 trading days
immediately prior to the date the notice of redemption is given; or if such
shares are not then traded on the New York Stock Exchange, then the closing
sales prices of such shares on any other national securities exchange on
which
such shares are then listed; or if such shares are not then listed on any
national securities exchange, then the closing sales prices as quoted in
the
NASDAQ National Market System; or if such shares are not then so quoted,
then
the mean between the representative bid and ask prices as quoted by NASDAQ
or
another generally recognized reporting system, on each of such 10 trading
days.
(b) The
Redemption Price may be paid in cash or by delivery of a promissory note
of the
corporation, at the election of the corporation. Any such promissory note
shall
have a maturity of not more than ten years from the date of issuance and
shall
bear interest at the rate equal to the then current coupon rate of a 10-year
Treasury note as such rate is published in the Wall Street Journal or comparable
publication.
(c) A
notice of redemption shall be given by first class mail, postage prepaid,
mailed
not less than 10 days prior to the redemption date to each holder of record
of
the shares to be redeemed, at such holder’s address as the same appears on the
stock register of the corporation. Each such notice shall state (i) the
redemption date; (ii) the number of shares of Voting Stock to be redeemed
from
such holder, (iii) the Redemption Price, and the manner of payment thereof,
(iv)
the place where certificates for such shares are to be surrendered for payment
of the Redemption Price, and (v) that dividends on the shares to be redeemed
will cease to accrue on such redemption date.
(d) From
and after the redemption date, dividends on the shares of Voting Stock called
for redemption shall cease to accrue and such shares shall no longer be deemed
to be outstanding and all rights of the holders thereof as stockholders of
the
corporation (except the right to receive from the corporation the Redemption
Price) shall cease. Upon surrender of the certificates for any shares so
redeemed in accordance with the requirements of the notice of redemption
(properly endorsed or assigned for transfer if the board of directors shall
so
require and the notice shall so state), such shares shall be redeemed by
the
corporation at the Redemption Price. In case fewer than all the shares
represented by any such certificate are redeemed, a new certificate shall
be
issued representing the shares not redeemed without cost to the holder
thereof.
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IN
WITNESS WHEREOF,
said Bristow Group Inc. has caused this certificate to be executed in its
corporate name by William E. Chiles, its President, Chief Executive Officer
and
Director, and its corporate seal to be hereunto affixed and attested by Randall
A. Stafford, its Vice President, General Counsel and Corporate
Secretary, this 2nd day of August, 2007.
BRISTOW
GROUP INC.
By: /s/
William E, Chiles
William
E. Chiles,
President,
Chief Executive
Officer
and
Director
ATTEST: /s/
Randall A.
Stafford
Randall
A. Stafford
Vice
President, General
Counsel
and
Corporate Secretary
[SEAL]