EXHIBIT 3(7)
CERTIFICATE OF INCORPORATION
OF
AIRLOG INTERNATIONAL, LTD.
FIRST: The name of the corporation is AirLog International, Ltd.
SECOND: The address of the corporations registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington (19801), County of New
Castle. The name of the corporations registered agent at such address is The Corporation Trust
Company.
THIRD: The purpose of the corporation is to engage in any lawful act or activity for
which corporations may be organized under the Delaware General Corporation Law.
FOURTH: The total number of shares of stock which the corporation is authorized to
issue is one thousand (1,000) shares of common stock, having a par value of one dollar ($1.00) per
share.
FIFTH: The business and affairs of the corporation shall be managed by or under the
direction of the board of directors, and the directors need not be elected by ballot unless
required by the by-laws of the corporation.
SIXTH: In furtherance and not in limitation of the powers conferred by the laws of the
State of Delaware, the board of directors is expressly authorized to make, amend and repeal the
by-laws.
SEVENTH: A director of the corporation shall not 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 directors 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 amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation
Law, as so amended. Any repeal or modification of this provision shall not adversely affect any
right or protection of a director of the corporation existing at the time of such repeal or
modification.
EIGHTH: The corporation reserves the right to amend and repeal any provision
contained in this Certificate of Incorporation in the manner from time to time prescribed by the
laws of the State of Delaware. All rights herein conferred are granted subject to this reservation.
NINTH: The name and mailing address of the incorporator is as follows:
Delaware Corporation Organizers, Inc.
P.O. Box 1347
Wilmington, Delaware 19899.
I, the undersigned, for the purpose of forming a corporation under the laws of the State of
Delaware do make, file and record this Certificate of incorporation, and, accordingly, have hereto
set my hand this 13th day of July, 2002.
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DELAWARE CORPORATION ORGANIZERS, INC.
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By: |
/s/ Cynthia M. Caskey
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Cynthia M. Caskey, Vice President |
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