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¶ – Release Delayed ·Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 4.57M
Business-Combination Transaction
128: COVER ¶ Comment-Response or Cover Letter to the SEC HTML 12K
2: EX-3.1 Chc Helicopter S.A., Articles of Association HTML 103K
11: EX-3.10 Chc Global Operations International Inc., Bylaws HTML 115K
12: EX-3.11 Chc Helicopter Holding S.A R.L, Articles of HTML 130K
Association
13: EX-3.12 Chc Helicopters (Barbados) Limited, Amended HTML 288K
Articles of Incorporation
14: EX-3.13 Chc Helicopters (Barbados) Limited, Bylaws HTML 134K
15: EX-3.14 Chc Holding Nl B.V., Deed of Incorporation HTML 140K
16: EX-3.15 Chc Holding (Uk) Limited, Certificate of HTML 87K
Incorporation
17: EX-3.16 Chc Holding (Uk) Limited, Amended Memorandum of HTML 132K
Association
18: EX-3.17 Chc Hoofddorp B.V., Deed of Incorporation HTML 149K
19: EX-3.18 Chc Netherlands B.V., Amended Articles of HTML 193K
Association
20: EX-3.19 Chc Norway Acquisition Co. As, Certificate of HTML 52K
Registration
3: EX-3.2 6922767 Holding S.Ar.L. Articles of Association HTML 319K
21: EX-3.20 Chc Norway Acquisition Co. As, Articles of HTML 48K
Association
22: EX-3.21 Chc Sweden Ab, Certificate of Registration HTML 54K
23: EX-3.22 Chc Sweden Ab, Articles of Association and Rules HTML 77K
of Procedure
24: EX-3.23 Helicopter Services Group As, Articles of HTML 49K
Association
25: EX-3.24 Helicopter Services Group As, Certificate of HTML 56K
Registration
26: EX-3.25 Helikopter Service As, Certificate of Registration HTML 54K
27: EX-3.26 Helikopter Service As, Articles of Association HTML 49K
28: EX-3.27 Heli-One Canada Inc., Certificate of Amalgamation HTML 67K
29: EX-3.28 Heli-One Canada Inc., Bylaws HTML 130K
30: EX-3.29 Heli-One Defence B.V., Amended Articles of HTML 110K
Association
4: EX-3.3 Capital Aviation Services B.V. Amended Articles of HTML 125K
Association
31: EX-3.30 Heli-One Holdings (Uk) Limited, Certificate of HTML 44K
Incorporation
32: EX-3.31 Heli-One Holdings (Uk) Ltd, Memorandum of HTML 93K
Association & Articles of Association
33: EX-3.32 Heli-One (Europe) As, Amended Articles of HTML 47K
Association
34: EX-3.33 Heli-One (Europe) As, Certificate of Registration HTML 53K
35: EX-3.34 Heli-One Leasing Inc., Certificate of HTML 64K
Incorporation
36: EX-3.35 Heli-One Leasing Inc., Bylaws HTML 114K
37: EX-3.36 Heli-One Leasing (Norway) As, Amended Articles of HTML 49K
Association
38: EX-3.37 Heli-One Leasing (Norway) As, Certificate of HTML 53K
Registration
39: EX-3.38 Heli-One (Norway) As, Amended Articles of HTML 48K
Association
40: EX-3.39 Heli-One (Norway) As, Certificate of Registration HTML 57K
5: EX-3.4 Chc Capital (Barbados) Limited, Certificate of HTML 78K
Incorporation
41: EX-3.40 Heli-One (Netherlands) B.V., Amended Articles of HTML 139K
Association
42: EX-3.41 Heli-One (Uk) Limited, Amended Certificate of HTML 80K
Incorporation
43: EX-3.42 Heli-One (Uk) Limited, Amended Articles of HTML 188K
Association
44: EX-3.43 Heli-One (Us) Inc., Certificate of Incorporation HTML 51K
45: EX-3.44 Heli-One (Us) Inc., Bylaws HTML 94K
46: EX-3.45 Heli-One Usa Inc., Amended Articles of HTML 95K
Incorporation
47: EX-3.46 Heli-One Usa Inc., Bylaws HTML 107K
48: EX-3.47 Heliworld Leasing Limited, Certificate of HTML 46K
Incorporation
49: EX-3.48 Heliworld Leasing Limited, Memorandum of HTML 170K
Association and Articles of Association
50: EX-3.49 Chc Leasing (Ireland) Limited, Certificate of HTML 78K
Incorporation
6: EX-3.5 Chc Capital (Barbados) Limited, Bylaws HTML 109K
51: EX-3.50 Chc Leasing (Ireland) Limited, Memo of Association HTML 126K
and Articles of Association
52: EX-3.51 Integra Leasing As, Articles of Association HTML 48K
53: EX-3.52 Integra Leasing As, Certificate of Registration HTML 50K
54: EX-3.53 Lloyd Bass Strait Helicopters Pty. Ltd. HTML 44K
55: EX-3.54 Lloyd Bass Strait Helicopters Pty. Ltd., HTML 333K
Constitution
56: EX-3.55 Lloyd Helicopters International Pty. Ltd. HTML 316K
Indenture
57: EX-3.56 Lloyd Helicopters International Pty. Ltd. HTML 331K
Certificate of Registration
58: EX-3.57 Lloyd Helicopters Pty. Ltd., Certificate of HTML 44K
Registration
59: EX-3.58 Lloyd Helicopters Pty. Ltd., Constitution HTML 353K
60: EX-3.59 Lloyd Helicopter Services Limited, Certificate of HTML 73K
Incorporation and Memo of Assn
7: EX-3.6 Chc Den Helder B.V., Amended Articles of HTML 163K
Association
61: EX-3.60 Lloyd Helicopter Services Limited, Articles of HTML 82K
Association
62: EX-3.61 Lloyd Helicopter Services Pty. Ltd., Certificate HTML 61K
of Registration
63: EX-3.62 Lloyd Helicopter Services Pty. Ltd., Constitution HTML 329K
64: EX-3.63 Lloyd Offshore Helicopters Pty. Ltd., Certificate HTML 86K
of Registration
65: EX-3.64 Lloyd Offshore Helicopters Pty. Ltd., Constitution HTML 305K
66: EX-3.65 Management Aviation Limited, Certificate of HTML 75K
Incorporation
67: EX-3.66 Management Aviation Limited, Memorandum of HTML 104K
Association and Articles of Assn
68: EX-3.67 North Denes Aerodrome Limited, Certificate of HTML 70K
Incorporation
69: EX-3.68 North Denes Aerodrome Limited, Memorandum of HTML 106K
Association and Articles of Assn
8: EX-3.7 Chc Global Operations (2008) Inc., Certificate of HTML 102K
Incorporation
9: EX-3.8 Chc Global Operations (2008) Inc., Bylaws HTML 114K
10: EX-3.9 Chc Global Operations International Inc., HTML 62K
Certificate of Incorporation
70: EX-4.1 Indenture HTML 1.12M
71: EX-4.3 Registration Rights Agreement HTML 214K
72: EX-4.4 Intercreditor Agreement HTML 408K
73: EX-5.1 Opinion of Simpson Thacher & Bartlett LLP HTML 65K
82: EX-5.10 Opinion of Paull & Williamsons LLP HTML 80K
83: EX-5.11 Opinion of Arthur Cox HTML 62K
84: EX-5.12 Opinion of Dla Piper LLP (Us) HTML 51K
74: EX-5.2 Opinion of Simpson, Thacher & Bartlett HTML 66K
75: EX-5.3 Opinion of Loyens & Loeff HTML 82K
76: EX-5.4 Opinion of Harridyal Sodha & Associates HTML 60K
77: EX-5.5 Opinion of Blake, Cassels & Graydon LLP HTML 56K
78: EX-5.6 Opinion of Mallesons Stephen Jaques HTML 100K
79: EX-5.7 Opinion of Advokatfirmaet Thommessan as HTML 74K
80: EX-5.8 Opinion of Advokatfirman Vinge Kb HTML 89K
81: EX-5.9 Opinion of Van Doorne N.V. HTML 78K
85: EX-10.1 Credit Agreement HTML 1.05M
94: EX-10.10 2008 Share Incentive Plan of 6922767 Holding HTML 138K
(Cayman) Inc.
95: EX-10.11 Form of 2008 Option Agreement of 6922767 Holding HTML 61K
(Cayman) Inc.
96: EX-10.12 Form of 2008 Option Rollover Agreement of 6922767 HTML 59K
Holding (Cayman) Inc.
97: EX-10.13 Form of 2008 Special A Share Subscription HTML 64K
Agreement
98: EX-10.14 Form of 2008 Subscription Agreement of 6922767 HTML 68K
Holding (Cayman) Inc.
99: EX-10.15 Management Shareholders Agreement HTML 186K
100: EX-10.16 Employment Agreement - William J. Amelio HTML 126K
101: EX-10.17 Employment Agreement - Christine Baird HTML 93K
102: EX-10.18 Employment Agreement - Neil Calvert HTML 93K
103: EX-10.19 Employment Agreement - Rick Davis HTML 100K
86: EX-10.2 Guarantee HTML 163K
104: EX-10.20 Employment Agreement - Tilmann Gabriel HTML 93K
105: EX-10.21 Employment Agreement - Joan Hooper HTML 97K
106: EX-10.22 Employment Agreement - Michael O'Neill HTML 111K
107: EX-10.23 Amended and Restated Employment Agreement - HTML 106K
Michael Summers
108: EX-10.24 Amended and Restated Supp Retirement Plan HTML 79K
Agreement - Christine Baird
109: EX-10.25 Retirement Compensation Arrangement - Christine HTML 206K
Baird
110: EX-10.26 Retirement Compensation Arrangement - Neil Calvert HTML 198K
111: EX-10.27 Amended and Restated Supp Retirement Plan - Neil HTML 81K
Calvert
112: EX-10.28 Supplemental Retirement Plan Agreement - Rick HTML 78K
Davis
113: EX-10.29 Retirement Compensation Agreement - Rick Davis HTML 201K
87: EX-10.3 Material Contract HTML 227K
114: EX-10.30 Agreement Regarding Termination - Christine Baird HTML 105K
115: EX-10.31 Agreement Regarding Termination - Neil Calvert HTML 178K
116: EX-10.32 Agreement Regarding Termination - Rick Davis HTML 62K
117: EX-10.33 Consulting Agreement - Rick Davis HTML 62K
118: EX-10.34 Compromise Agreement - Tilmann Gabriel HTML 117K
119: EX-10.35 Offer Letter - Michael Summers HTML 58K
88: EX-10.4 Sale Purchase Agreement HTML 258K
89: EX-10.5 Framework Agreement HTML 745K
90: EX-10.6 2011 Management Equity Plan of 6922767 Holding HTML 135K
(Cayman) Inc.
91: EX-10.7 Form of 2011 Option Agreement of 6922767 Holding HTML 70K
(Cayman) Inc.
92: EX-10.8 Form of 2011 Restricted Share Unit Grant Agreement HTML 59K
93: EX-10.9 Form of 2011 Subscription Agreement of 6922767 HTML 73K
Holding (Cayman) Inc.
121: EX-21.1 Schedule of Subsidiaries of 6922767 Holdings S.A HTML 72K
R.L.
122: EX-23.13 Consent of Ernst & Young LLP HTML 43K
123: EX-25.1 Statement re: Eligibility of Trustee -- Form T-1|2 HTML 113K
124: EX-99.1 Form of Letter of Transmittal HTML 156K
125: EX-99.2 Form of Letter to Brokers, Dealers, Commercial HTML 51K
Banks, Trust Companies and Others
126: EX-99.3 Form of Letter to Clients HTML 57K
127: EX-99.4 Form of Notice of Guaranteed Delivery HTML 64K
120: EX-12.1 Computation of Ratio of Earnings to Fixed Charges HTML 70K
| CHC Global Operations International Inc., Bylaws |
Exhibit 3.10
BY-LAW NO. 1
a by-law relating generally to the transaction
of the business and affairs of
CHC GLOBAL OPERATIONS INTERNATIONAL INC.
(the “Corporation”)
INTERPRETATION
1. Definitions – In this by-law and all other by-laws of the Corporation, unless the context requires otherwise:
| (a) | “the Act” means the Canada Business Corporations Act or any statute which may be substituted therefor and the regulations thereunder, in each case as amended from time to time; |
| (b) | “articles” means the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of continuance, articles of reorganization, articles of arrangement, articles of dissolution or articles of revival of the Corporation and includes any amendments thereto; |
| (c) | “board” means the board of directors of the Corporation; |
| (d) | “meeting of shareholders” means an annual meeting of shareholders or a special meeting of shareholders; |
| (e) | “non-business days” means Saturday, Sunday and any other day that is a holiday as defined in the Interpretation Act (Canada); |
| (f) | “person” includes an individual, partnership, association, body corporate, trustee, executor, administrator or legal representative; |
| (g) | “resident Canadian” has the meaning ascribed thereto in the Act; |
| (h) | words importing the singular number only include the plural and vice-versa; words importing the masculine gender include the feminine and neuter genders; |
| (i) | all words used in this by-law and defined in the Act shall have the meanings given to such words in the Act or in the related Parts thereof. |
GENERAL BUSINESS
2. Registered Office – Until changed in accordance with the Act, the registered office of the Corporation shall be in the place within Canada specified in the articles and at such location therein as the board may from time to time determine.
3. Seal – The Corporation may have a seal which shall be adopted and may be changed by the board.
4. Financial Year – Until changed by the board, the financial year of the Corporation shall end on the 30th day of April in each year.
5. Execution of Instruments – The secretary or any other officer or any director may sign certificates and similar instruments (other than share certificates) on the Corporation’s behalf with respect to any factual matters relating to the Corporation’s business and affairs, including certificates verifying copies of the articles, by-laws, resolutions and minutes of meetings of the Corporation. Subject to the foregoing, deeds, transfers, assignments, contracts, obligations, certificates and other instruments shall be signed on behalf of the Corporation by two persons, one of whom holds the office of chairman of the board, president, managing director, vice-president or director and the other of whom holds one of the said offices or the office of secretary, treasurer, assistant secretary or assistant treasurer or any other office created by by-law or by resolution of the board. In addition, the board may from time to time direct the manner in which and the person or persons by whom any particular instrument or class of instruments may or shall be signed.
6. Banking Arrangements – The banking business of the Corporation, or any part thereof, shall be transacted with such bank, trust company or other firm or body corporate as the board may designate, appoint or authorize from time to time and all such banking business, or any part thereof, shall be transacted on the Corporation’s behalf by such one or more officers or other persons as the board may designate, direct or authorize from time to time and to the extent thereby provided.
BORROWING
7. Borrowing – Without limit to the powers of the board of directors as provided in the Act, the board of directors may from time to time on behalf of the Corporation:
| (a) | borrow money upon the credit of the Corporation; |
| (b) | issue, reissue, sell, pledge or hypothecate debt obligations of the Corporation; |
| (c) | give a guarantee on behalf of the Corporation to secure performance of an obligation of any person; and |
| (d) | mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any obligation of the Corporation. |
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8. Delegation – Subject to the Act, the articles and any by-laws, the board may from time to time delegate to a director, a committee of directors or an officer of the Corporation all or any of the powers conferred on the board by section 7 or by the Act to such extent and in such manner as the board shall determine at the time of each such delegation.
DIRECTORS
9. Duties of Directors – The board shall manage, or supervise the management of, the business and affairs of the Corporation.
10. Qualifications of Directors – A majority of the directors on the board shall be resident Canadians. No person shall be elected or appointed a director if such person is less than 18 years of age, of unsound mind and has been so found by a court in Canada or elsewhere, is not an individual, or has the status of bankrupt. A director need not hold shares issued by the Corporation.
11. Number of Directors and Quorum – Until changed in accordance with the Act, the board shall consist of such number of directors not greater than ten (10) nor less than one (1) as the board may from time to time determine, and a majority of the number fixed from time to time shall constitute a quorum for the transaction of business. Notwithstanding vacancies, a quorum of directors may exercise all the powers of the board.
12. Election and Term – Directors shall be elected by the shareholders at the first meeting of shareholders after the effective date of the by-law and at each succeeding annual meeting at which an election of directors is required and shall hold office for a term expiring not later than the close of the third annual meeting of shareholders following the election. The number of directors to be elected at any such meeting shall be that number most recently determined by the board. The election need not be by ballot unless a ballot is demanded by any shareholder or required by the chairman in accordance with section 52. If an election of directors is not held at an annual meeting of shareholders at which such election is required, the directors then in office shall continue in office until their successors are elected.
13. Removal of Directors – Subject to the provisions of the Act, the shareholders may, by ordinary resolution passed by a majority of the votes cast at a special meeting of shareholders duly called for that purpose, remove any director and may at that meeting elect a qualified person for the remainder of such director’s term.
14. Ceasing to Hold Office – A director may resign from office by notice in writing delivered or sent to the Corporation and such resignation shall become effective at the time the notice is delivered or sent or on such later date as may be specified in such notice. A director shall forthwith cease to hold office as a director should such director be found by a court in Canada or elsewhere to be of unsound mind, acquire the status of bankrupt, or be removed from office by the shareholders of the Corporation.
15. Vacancies – Subject to the Act, whenever the board has fewer than the number of members elected, the directors then in office, if constituting a quorum (and notwithstanding that the number of directors who are resident Canadian required under the Act or this by-law to be
- 3 -
present at meetings of the board in order to transact business is not present), may appoint a qualified person or persons to fill such vacancies, such person or persons to hold office for a term expiring at the close of the next annual meeting of shareholders. Whenever a vacancy shall occur on the board which results in the board not having a quorum, the remaining directors shall forthwith call a special meeting of shareholders to fill the vacancy. If the board fails to call such meeting or if there are not any directors then in office, any shareholder may call the meeting. Where the number or the minimum number of directors is increased, any vacancy resulting from such increase shall be filled by election at a meeting of shareholders. Notwithstanding anything herein contained, the board may, if the articles of the Corporation so provide, appoint one or more additional directors (subject to the maximum number of directors authorized pursuant to the articles), who shall hold office for a term expiring not later than the close of the next annual meeting of shareholders, but the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual meeting of shareholders.
16. Action by the Board – Subject to the Act, the board shall exercise its powers by or pursuant to a by-law or resolution either passed at a meeting of directors at which a quorum is present and at which at a majority of the directors present are resident Canadians or consented to by the signatures of all the directors then in office if constituting a quorum. The board may transact business at a meeting of directors where the number of resident Canadian directors required by the Act and this by-law is not present if a resident Canadian director who is unable to be present approves in writing or by telephonic, electronic or other communications facilities the business transacted at the meeting, and the required number of resident Canadian directors would have been present had such director been present at the meeting. Where the Corporation has only one director, that director may constitute a meeting.
17. Action in Writing – A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of directors, is as valid as if it had been passed at a meeting of directors.
18. Meetings by Telephonic or Other Communications Facility – Subject to the Act, any director may participate in a meeting of the board or of any committee of the board by means of telephonic, electronic or other communications facilities that permit all participants to communicate adequately with each other during the meeting, if all the directors consent to the holding of meetings in such manner. Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the board or of any committee of the board held while a director holds office.
19. Place of Meetings – Meetings of the board may be held at the registered office of the Corporation or at any other place within or outside Canada.
20. Calling of Meetings – Meetings of the board shall be held from time to time at such place, on such day and at such time as the board, the chairman of the board, the managing director, the president or any two directors may determine.
21. Notice of Meetings – Notice of the time and place of each meeting of the board shall be given to each director not less than 48 hours before the time when the meeting is to be held. A notice of a meeting of directors need not specify the purpose of or the business to be transacted at the meeting except where the Act requires such purpose or business to be specified, including any proposal to:
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| (a) | submit to the shareholders any question or matter requiring the approval of the shareholders; |
| (b) | fill a vacancy among the directors or in the office of auditor, or appoint additional directors; |
| (c) | issue securities; |
| (d) | declare dividends; |
| (e) | purchase, redeem or otherwise acquire shares of the Corporation; |
| (f) | pay a commission for the sale of shares; |
| (g) | approve a management proxy circular; |
| (h) | approve a take-over bid or directors’ circular; |
| (i) | approve any annual financial statements; or |
| (j) | adopt, amend or repeal by-laws. |
22. First Meeting of New Board – Provided a quorum of directors is present, each newly elected board may without notice hold its first meeting following the meeting of shareholders at which such board is elected.
23. Adjourned Meeting – Notice of an adjourned meeting of the board is not required if the time and place of the adjourned meeting is announced at the original meeting.
24. Votes to Govern – At all meetings of the board any question shall be decided by a majority of the votes cast on the question and in the case of an equality of votes the chairman of the meeting shall be entitled to a second or casting vote. Any question at a meeting of the board shall be decided by a show of hands unless a ballot is required or demanded.
25. Chairman and Secretary – The chairman of the board shall be chairman of any meeting of the board. If the chairman is not present, the directors present shall choose one of their number to be chairman. The secretary of the Corporation shall act as secretary at any meeting of the board and, if the secretary of the Corporation is absent, the chairman of the meeting shall appoint a person who need not be a director to act as secretary of the meeting.
26. Remuneration and Expenses – The directors shall be paid such remuneration for their services as directors as the board may from time to time authorize.
27. Conflict of Interest – Subject to and in accordance with the provisions of the Act, a director or officer of the Corporation shall disclose to the Corporation, in writing or by requesting to have it entered in the minutes of meetings of directors or committees of directors, the nature and extent of any interest that he or she has in a material contract or material transaction, whether made or proposed, with the Corporation if the director or officer:
| (a) | is a party to the contract or transaction; |
- 5 -
| (b) | is a director or officer, or an individual acting in a similar capacity, of a party to the contract or transaction; or |
| (c) | has a material interest in a party to the contract or transaction. |
28. Committees of Directors – The board may appoint a committee or committees of directors, however designated, and delegate to such committee or committees any of the powers of the board except powers to:
| (a) | submit to the shareholders any question or matter requiring the approval of the shareholders; |
| (b) | fill a vacancy among the directors or in the office of auditor, or appoint additional directors; |
| (c) | issue securities except as authorized by the directors; |
| (d) | issue shares of a series, except as authorized by the directors; |
| (e) | declare dividends; |
| (f) | purchase, redeem or otherwise acquire shares issued by the Corporation except as authorized by the directors; |
| (g) | pay a commission for the sale of shares of the Corporation, except as authorized by the directors; |
| (h) | approve a management proxy circular; |
| (i) | approve a take-over bid or directors’ circular; |
| (j) | approve any annual financial statements; or |
| (k) | adopt, amend or repeal by-laws. |
29. Transaction of Business – The powers of a committee of directors may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all the members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at any place in or outside Canada and, subject to the provisions of section 18 which shall be applicable mutatis mutandis, may be held by means of telephonic, electronic or other communications facilities.
30. Procedure – Unless otherwise determined by the board, each committee shall have the power to fix its quorum at not less than a majority of its members, to elect its chairman and to regulate its procedure.
31. Appointment of Officers – The board may from time to time appoint a chairman of the board, a managing director (who shall be a resident Canadian), a president, one or more vice-presidents, a secretary, a treasurer and such other officers as the board may determine, including
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one or more assistants to any of the officers so appointed. The board may specify the duties of and, in accordance with this by-law and subject to the provisions of the Act, delegate to such officers powers to manage the business and affairs of the Corporation other than any of the powers listed in section 28. Except for a managing director and a chairman of the board, an officer may but need not be a director and one person may hold more than one office. The president or such other officer as the board may designate shall be the chief executive officer of the Corporation.
32. Conflict of Interest – Officers shall disclose their interest in any material contract or material transaction with the Corporation, whether made or proposed, in accordance with section 27.
PROTECTION OF DIRECTORS AND OFFICERS
33. Indemnity of Directors and Officers
| (a) | The Corporation shall indemnify a director or officer of the Corporation, a former director or officer of the Corporation, a person who acts or acted at the Corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity (each, an “Indemnified Person”), against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by such individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity, if the Indemnified Person; |
| (i) | acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Corporation’s request; and |
| (ii) | in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnified Person had reasonable grounds for believing that his or her conduct was lawful. |
| (b) | The Corporation may advance monies to an Indemnified Person for the costs, charges and expenses of a proceeding referred to above, provided that the Indemnified Person shall repay the monies to the Corporation if the Indemnified Person does not fulfil each of the conditions set out in section 33(a)(i) and (ii) (collectively, the “Conditions”); and |
| (c) | The Corporation shall, with the approval of a court, indemnify an Indemnified Person, and may advance monies to an Indemnified Person pursuant to section 33(b), in respect of an action by or on behalf of the Corporation or other entity for which the Indemnified Person acted as a director or officer or in a similar capacity at the Corporation’s request, to procure a judgment in its favour to which such Indemnified Person is made a party because of such Indemnified Person’s |
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| association with the Corporation or other entity as described in Section 33(a), against all costs, charges and expenses reasonably incurred by the Indemnified Person in connection with such action, if the Indemnified Person fulfils each of the Conditions. |
The provisions for indemnity contained in the by-laws shall not be deemed exclusive of any other rights to which an Indemnified Person may be entitled under any agreement or otherwise and shall enure to the benefit of the heirs and legal representatives of an Indemnified Person.
34. Insurance – Subject to the limitations contained in the Act, the Corporation may purchase and maintain insurance for the benefit of any person referred to in section 33 as the board may from time to time determine.
MEETINGS OF SHAREHOLDERS
35. Annual Meetings – The annual meeting of shareholders shall be held on such day and at such time in each year as the board, or the chairman of the board, or the president in the absence of the chairman of the board, may from time to time determine, for the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting, electing directors, appointing auditors and for the transaction of such other business as may properly be brought before the meeting provided, in the case of any annual meeting called other than by the board, the board shall approve the submission to the meeting of any question or matter requiring the approval of the shareholders.
36. Special Meetings – The board shall have power to call a special meeting of shareholders at any time.
37. Resolution in lieu of Meeting – Except where a written statement is submitted by a director or by an auditor in accordance with the provisions of the Act, a resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders; and a resolution in writing dealing with all matters required to be dealt with at a meeting of shareholders, and signed by all the shareholders entitled to vote at such meeting, satisfies all the requirements of the Act relating to meetings of shareholders.
38. Place of Meetings – Meetings of shareholders shall be held at the registered office of the Corporation or elsewhere in the municipality in which the registered office is situate or, if the board shall so determine, at some other place in Canada or, if all the shareholders entitled to vote at the meeting so agree, at some place outside Canada, and a shareholder who attends a meeting outside Canada is deemed to have so agreed except when such shareholder attends such meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held.
39. Notices of Meetings – Notice of the time and place of every meeting of shareholders shall be sent within the period prescribed therefor in the Act to each shareholder entitled to vote at the meeting, to each director and to the auditor of the Corporation. Notice of a meeting of shareholders at which special business is to be transacted shall state the nature of that business in
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sufficient detail to permit the shareholder to form a reasoned judgment thereon and the text of any special resolution to be submitted to the meeting. All business transacted at a special meeting of the shareholders and all business transacted at an annual meeting of shareholders, except consideration of the financial statements and auditor’s report, election of directors and reappointment of the incumbent auditor, is deemed to be special business.
40. Record Dates – The board may fix in advance a record date or record dates, which date or dates shall be within the period prescribed therefor in the Act, for the determination of the shareholders (i) entitled to receive notice of a meeting of shareholders (the “Notice Record Date”), and (ii) entitled to vote at such meeting (the “Voting Record Date”), provided that notice of any such record date or dates is given, within the period prescribed therefor by the Act, by newspaper advertisement published or distributed in the place where the registered office of the Corporation is situate and in each place in Canada where a transfer of the Corporation’s shares may be recorded, unless notice of such record date or dates is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register of the Corporation at the close of business on the day the directors fix the applicable record date. If no Notice Record Date is fixed by the board, the Notice Record Date shall be the close of business on the day immediately preceding the day on which the notice of meeting is given (a “Deemed Record Date”).
41. Shareholder Lists – For every meeting of shareholders, the Corporation shall prepare a list of shareholders entitled to receive notice of the meeting, arranged in alphabetical order and showing the number of shares held by each shareholder. The shareholders listed and the shares held by them shall be those registered at the close of business on the Notice Record Date and such list shall be prepared not later than 10 days after such record date, or on the Deemed Record Date, as the case may be. The Corporation shall prepare a list (the “Voters’ List”) of shareholders entitled to vote at the meeting, arranged in alphabetical order and showing the number of shares entitled to be voted at the meeting held by each such shareholder. The shareholders listed and the shares held by them shall be those registered at the close of business on the Voting Record Date, or if the board has not fixed a Voting Record Date, on the Notice Record Date and such list shall be prepared not later than 10 days after the applicable record date, or on the Deemed Record Date, as the case may be. The lists shall be available for examination by any shareholder during usual business hours at the registered office of the Corporation or at the place where the securities register is kept and at the meeting for which the list is prepared.
42. Chairman and Secretary – The chairman of the board shall be chairman of any meeting of shareholders and, in the chairman’s absence, such other director of the Corporation present at the meeting as may be appointed by the directors present shall be chairman of the meeting and, if the chairman of the board is not present and no such other director is appointed within 15 minutes after the time appointed for holding the meeting, the persons present and entitled to vote shall choose a chairman from amongst themselves. The secretary of the Corporation shall act as secretary at any meeting of shareholders or, if the secretary of the Corporation is absent, the chairman of the meeting shall appoint some person, who need not be a shareholder, to act as secretary of the meeting. If desired, one or more scrutineers, who need not be shareholders, may be appointed by resolution or by the chairman with the consent of the meeting.
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43. Persons Entitled to be Present – The only persons entitled to be present at a meeting of shareholders shall be those entitled to vote thereat, the directors and auditors of the Corporation and others who, although not entitled to vote, are entitled or required under any provision of the Act or the articles or by-laws to be present at the meeting. Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting.
44. Quorum – A quorum of shareholders is present at a meeting of shareholders irrespective of the number of persons actually present at the meeting if the holders of not less than 10% of the shares entitled to vote at the meeting are present in person or represented by proxy. A quorum need not be present throughout the meeting provided a quorum is present at the opening of the meeting.
45. Right to Vote – At any meeting of shareholders every person who is named in the Voters’ List prepared in accordance with section 41 shall be entitled to vote the shares shown thereon opposite such person’s name. In the absence of a list prepared as aforesaid in respect of a meeting of shareholders, every person shall be entitled to vote at the meeting who at the time is entered in the securities register as the holder of one or more shares carrying the right to vote at such meeting.
46. Proxies and Representatives – Every shareholder entitled to vote at a meeting of shareholders may, by means of a proxy, appoint a proxyholder, or one or more alternate proxyholders, who need not be shareholders, to attend and act at the meeting in the manner and to the extent authorized and with the authority conferred by the proxy. A proxy shall be in writing executed by the shareholder or such shareholder’s attorney. A body corporate or association which is a shareholder of the Corporation may be represented at a meeting of shareholders by an individual authorized by a resolution of its directors or governing body and such individual may exercise on behalf of the body corporate or association which such individual represents all the powers it could exercise if it were an individual shareholder.
47. Time for Deposit of Proxies – The board may specify in a notice calling a meeting of shareholders a time, preceding the time of such meeting by not more than 48 hours exclusive of non-business days, before which time proxies to be used at such meeting must be deposited. A proxy shall be acted upon only if, prior to the time so specified, it shall have been deposited with the Corporation or an agent thereof specified in such notice or, if no such time is specified in such notice, it shall have been received by the secretary of the Corporation or by the chairman of the meeting or any adjournment thereof prior to the time of voting. To the extent permitted by the Act, the board may determine procedures for the delivery and revocation of proxies by electronic means.
48. Joint Shareholders – Where two or more persons hold the same shares jointly, any of such persons present or represented by proxy at a meeting of shareholders has the right in the absence of the other or others to vote in respect of such shares, but if more than one of such persons are present or represented by proxy, that one of such persons whose name stands first on the securities register of the Corporation or such person’s proxy shall alone be entitled to vote such shares.
49. Votes to Govern – Except as otherwise required by the Act, all questions proposed for the consideration of shareholders at a meeting of shareholders shall be determined by the majority of the votes cast.
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50. No Casting Vote – In case of an equality of votes at any meeting of shareholders either upon a show of hands or upon a ballot, the chairman of the meeting shall not be entitled to a second or casting vote.
51. Show of Hands – Subject to section 55, any questions at a meeting of shareholders shall be decided by a show of hands unless a ballot thereon is required or demanded as hereinafter provided. Upon a show of hands every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon is so required or demanded, a declaration by the chairman of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prime facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of the shareholders upon the said question.
52. Ballots – On any question proposed for consideration at a meeting of shareholders, and whether or not a show of hands has been taken thereon, the chairman may require, or any shareholder or proxyholder entitled to vote at the meeting may demand, a ballot. A ballot so required or demanded shall be taken in such manner as the chairman shall direct. A requirement or demand for a ballot may be withdrawn at any time prior to the taking of the ballot. If a ballot is taken each person present shall be entitled, in respect of the shares which such person is entitled to vote at the meeting upon the question, to that number of votes provided by the Act or the articles, and the result of the ballot so taken shall be the decision of the shareholders upon the said question.
53. Adjournment – If a meeting of shareholders is adjourned for less than 30 days, it shall not be necessary to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned. If a meeting of shareholders is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall be given as for an original meeting.
54. One Shareholder – Where the Corporation has only one shareholder or only one holder of any class or series of shares, the shareholder present in person or by proxy constitutes a meeting.
55. Electronic Meetings – Notwithstanding anything contained in these by-laws, if the board calls a meeting of shareholders, the board may determine that the meeting be held, subject to and in accordance with the Act, entirely by means of telephonic, electronic or other communications facility that permits all participants to communicate adequately with each other during the meeting. In the event such a meeting is to be held, the board shall, notwithstanding anything contained in these by-laws but subject to the Act, establish the procedures for the conduct thereof including, without limitation, the procedures for voting by telephonic, electronic or other communications facility.
SHARES
56. Issuance – Subject to the provisions of the Act and the articles, the board may from time to time issue or grant options to purchase unissued shares of the Corporation at such times and to
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such persons and for such consideration as the board shall determine, provided that no share shall be issued until it is fully paid.
57. Commissions – The board may from time to time authorize the Corporation to pay a reasonable commission to any person in consideration of their purchasing or agreeing to purchase shares of the Corporation, whether from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares.
58. Securities Records – The Corporation shall maintain, at its registered office or at any other place in Canada designated by the board, a register of shares and other securities in which it records the shares and other securities issued by it in registered form, showing with respect to each class or series of shares and other securities:
| (a) | the names, alphabetically arranged, and the latest known address of each person who is or has been a holder; |
| (b) | the number of shares or other securities held by each holder; and |
| (c) | the date and particulars of the issue and transfer of each share or other security. |
Notwithstanding the foregoing, the Corporation may maintain such register outside of Canada to the extent permitted by the Act.
59. Registration of Transfer – Subject to the provisions of the Act and the articles, no transfer of shares shall be registered unless:
| (a) | the share or other security is endorsed by an appropriate person; |
| (b) | reasonable assurance is given that the endorsement is genuine and effective; |
| (c) | the issuer has no duty to inquire into adverse claims or has discharged any such duty; |
| (d) | any applicable law relating to the collection of taxes has been complied with; |
| (e) | the transfer is rightful or is to a bona fide purchaser; and |
| (f) | any fee for a share or other security certificate prescribed by the board or in accordance with the Act has been paid. |
60. Lien for Indebtedness – If the articles provide that the Corporation shall have a lien on shares registered in the name of a shareholder indebted to the Corporation, such lien may be enforced, subject to any other provision of the articles, by the sale of the shares thereby affected or by any other action, suit, remedy or proceeding authorized or permitted by law or by equity and, pending such enforcement, the Corporation may refuse to register a transfer of the whole or any part of such shares.
61. Non-recognition of Trusts – Subject to the provisions of the Act, the Corporation may treat the registered owner of a share as the person exclusively entitled to vote, to receive notices,
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to receive any dividend or other payments in respect thereof and otherwise to exercise all the rights and powers of an owner of a share.
62. Share Certificates – Every holder of one or more shares of the Corporation shall be entitled, at the holder’s option, to a share certificate, or to a non-transferable written acknowledgement of the holder’s right to obtain a share certificate, stating the number and class or series of shares held by such holder as shown on the securities register. Share certificates and acknowledgements of a shareholder’s right to a share certificate, respectively, shall be in such form as the board shall from time to time approve. Unless otherwise ordered by the board, any share certificates shall be signed by the chairman of the board, the president, the managing director, or a vice-president and by the secretary, treasurer, any assistant secretary or any assistant treasurer or any director and need not be under corporate seal. Signatures of signing officers may be printed or mechanically reproduced in facsimile upon share certificates and every such facsimile shall for all purposes be deemed to be the signature of the officer whose signature it reproduces and shall be binding upon the Corporation. A share certificate executed as aforesaid shall be valid notwithstanding that an officer whose facsimile signature appears thereon no longer holds office at the date of issue of the certificate.
63. Replacement of Share Certificates – Subject to the provisions of the Act, the board or any officer or agent designated by the board may in its or such officer’s or agent’s discretion direct the issue of a new share certificate in lieu of and upon cancellation of a share certificate claimed to have been lost, destroyed or wrongfully taken on payment of such fee, not exceeding $3, and on such terms as to indemnity, reimbursement of expenses and evidence of loss and of title as the board may from time to time prescribe, whether generally or in any particular case.
64. Joint Shareholders – If two or more persons are registered as joint holders of any share, the Corporation shall not be bound to issue more than one certificate in respect thereof, and delivery of such certificate to one of such persons shall be sufficient delivery to all of them. Any one of such persons may give effectual receipts for the certificate issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warrant issuable in respect of such share.
65. Deceased Shareholders – In the event of the death of a holder, or of one of the joint holders, of any share, the Corporation shall not be required to make any entry in the securities register in respect thereof or to make payment of any dividends thereon except upon production of all such documents as may be required by the Act and upon compliance with the reasonable requirements of the Corporation.
DIVIDENDS AND RIGHTS
66. Dividends – Subject to the provisions of the Act, the board may from time to time declare dividends payable to the shareholders according to their respective rights and interests in the Corporation. Dividends may be paid in money or property or by issuing fully paid shares of the Corporation.
67. Dividend Cheques – A dividend payable in cash shall be paid by cheque drawn on the Corporation’s bankers or one of them to the order of each registered holder of shares of the class
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or series in respect of which it has been declared and mailed by prepaid ordinary mail to such registered holder at such holder’s address recorded in the Corporation’s securities register, unless in each case such holder otherwise directs. In the case of joint holders the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all of such joint holders and mailed to them at their address recorded in the securities register of the Corporation. The mailing of such cheque as aforesaid, unless the same is not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.
68. Non-receipt of Cheques – In the event of non-receipt of any dividend cheque by the person to whom it is sent, the Corporation shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the board may from time to time prescribe, whether generally or in any particular case.
69. Record Date for Dividends – The board may fix in advance a record date, which date shall be within the period prescribed therefor in the Act, for the determination of the persons entitled to receive payment of a dividend, provided that notice of any such record date is given, within the period prescribed therefor in the Act, by advertisement in a newspaper published or distributed in the place where the Corporation has its registered office and in each place in Canada where a transfer of the Corporation’s shares may be recorded, unless notice of such record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register of the Corporation at the close of business on the day the directors fix the record date. If no record date is fixed in advance, the record date for the determination of the persons entitled to receive payment of any dividend shall be at the close of business on the day on which the resolution relating to such dividend is passed by the board.
70. Unclaimed Dividends – Any dividend unclaimed after a period of six years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation.
NOTICES
71. Method of Giving Notices – Any notice, communication or document (“notice”) to be given, sent, delivered or served pursuant to the Act, the articles, the by-laws or otherwise to or on a shareholder, director, officer, auditor or member of a committee of the board shall be sufficiently given, sent, delivered or served if delivered personally to the person to whom it is to be given or if delivered to such person’s latest address as shown in the securities register or in the records of the Corporation, as the case may be, or if mailed to such person at such address by prepaid ordinary or air mail or if sent to such person at such address by any means of prepaid transmitted or recorded communication. A notice so delivered shall be deemed to have been sent when it is delivered personally or to such address as aforesaid, and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been sent when dispatched or when delivered to the appropriate communication company or agency or its representative for dispatch. The secretary may change or cause to be changed the recorded address of any shareholder, director, officer, auditor or member of a committee of the board in accordance with any information believed by the secretary to be reliable.
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72. Electronic Documents – Notwithstanding anything herein contained but subject to the Act, the board may determine that an obligation under the Act or pursuant to the by-laws to create, provide or deliver a notice, document or other information may be satisfied by the creation or provision of an electronic document and the board may determine procedures with respect thereto to the extent permitted by the Act.
73. Notice to Joint Shareholders – If two or more persons are registered as joint holders of any share, any notice shall be addressed to all of such joint holders but notice to one of such persons shall be sufficient notice to all of them.
74. Computation of Time – In computing the date when notice must be given under any provision requiring a specified number of days’ notice of any meeting or other event, both the date of giving the notice and the date of the meeting or other event shall be excluded.
75. Undelivered Notices – If any notice given to a shareholder pursuant to section 71 is returned on three consecutive occasions because the shareholder cannot be found, the Corporation shall not be required to give any further notice to such shareholder until such shareholder informs the Corporation in writing of such shareholder’s new address.
76. Omissions and Errors – The accidental omission to give any notice to any shareholder, director, officer, auditor or member of a committee of the board or the non-receipt of any notice by any such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise based thereon.
77. Persons Entitled by Death or Operation of Law – Every person who, by operation of law, transfer, death of a shareholder or any other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share which shall have been duly given to the shareholder from whom such person derives title to such share prior to such person’s name and address being entered on the securities register (whether such notice was given before or after the happening of the event upon which such person became so entitled) and prior to such person’s furnishing to the Corporation the proof of authority or evidence of such person’s entitlement prescribed by the Act.
78. Waiver of Notice – Any shareholder (or such shareholder’s duly appointed proxyholder), director, officer, auditor or member of a committee of the board may at any time waive the sending of any notice, or waive or abridge the time for any notice, required to be given to such person under any provision of the Act, the articles, the by-laws or otherwise and such waiver or abridgement shall cure any default in the giving or in the time of such notice, as the case may be. Any such waiver or abridgement shall be in writing except a waiver of notice of a meeting of shareholders or of the board which may be given in any manner. Attendance of a director at a meeting of directors or of a shareholder or any other person entitled to attend a meeting of shareholders is a waiver of notice of the meeting except where such director, shareholder or other person, as the case may be, attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
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ENACTED as of the 15th day of May, 2008.
| /s/ Illegible |
/s/ Illegible | |||
| Chairman | Secretary |
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CHC GLOBAL OPERATIONS INTERNATIONAL INC.
(the “Corporation”)
BY-LAW NO. 2
A by-law respecting the borrowing of money by the Corporation.
| 1. | In addition to, and without limiting such other powers which the Corporation may by law possess, the directors of the Corporation may without authorization of the shareholders: |
| (a) | borrow money on the credit of the Corporation; |
| (b) | issue, reissue, sell, pledge or hypothecate debt obligations of the Corporation; |
| (c) | give a guarantee on behalf of the Corporation to secure performance of an obligation of any person; and |
| (d) | mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any obligation of the Corporation. |
The words “debt obligation” as used in this paragraph mean a bond, debenture, note or other evidence of indebtedness or guarantee of the Corporation, whether secured or unsecured.
| 2. | The directors may from time to time by resolution delegate the powers conferred on them by paragraph 1 of this by-law to a director, a committee of directors or an officer of the Corporation. |
| 3. | The powers hereby conferred shall be deemed to be in supplement of and not in substitution for any powers to borrow money for the purposes of the Corporation possessed by its directors or officers independently of a borrowing by-law. |
ENACTED as of the 15th day of May, 2008.
| /s/ Illegible |
/s/ Illegible | |||
| Chairman | Secretary |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/11/12 SEC UPLOAD¶ 9/19/17 1:79K North Denes Aerodrome Ltd. 2/14/12 SEC UPLOAD¶ 9/19/17 1:98K North Denes Aerodrome Ltd. |