Era Group Inc. (NYSE:ERA) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On January 31, 2018, the board of directors (the “Board”) of Era Group Inc. (“Company”) adopted an amendment and restatement of the bylaws of the Company (the “Second Amended and Restated Bylaws”). It amends the prior bylaws of the Company to add a new Section 2.18 to Article II that provides for the resignation of directors who fail to receive a majority of votes cast at an annual meeting of the stockholders (assuming that the election is uncontested). Under this new section, each nominee who is a current director is required to submit an irrevocable resignation, which resignation would become effective upon (1) that person not receiving a majority of the votes cast in an uncontested election and (2) acceptance by the Board of that resignation in accordance with the policies and procedures adopted by the Board for such purpose. The Board, acting on the recommendation of the Nominating and Corporate Governance Committee, is required to determine whether or not to accept the resignation not later than 90 days following certification of the stockholder vote, and the Board is required to accept the resignation absent a determination that a compelling reason exists for concluding that it is in the best interests of the Company for the person in question to remain as a director. The Second Amended and Restated Bylaws also revises Article II, Section 2.13 of the prior bylaws of the Company to clarify that directors can be removed by the stockholders with or without cause. In addition, the Second Amended and Restated Bylaws revises Article VII, Section 7.01 to reflect a change of the Company’s registered office.
A copy of the Second Amended and Restated Bylaws is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
ERA GROUP INC. ExhibitEX-3.1 2 exhibit312ndamendmentandre.htm EXHIBIT 3.1 Exhibit SECOND AMENDED AND RESTATED BYLAWS OF ERA GROUP INC. (a Delaware corporation) Effective January 31,…To view the full exhibit click here
About Era Group Inc. (NYSE:ERA)
Era Group Inc. is engaged in operating helicopters. The Company’s helicopters transport personnel to, from and between offshore oil and gas production platforms, drilling rigs and other installations. The Company also dry-leases helicopters to third-party helicopter operators and foreign affiliates. The primary users of the Company’s helicopter services are international, integrated and independent oil and gas exploration, development and production companies. In addition to serving the oil and gas industry, it provides air medical services; utility services, including support of firefighting, mining, power line and pipeline survey activities, and Alaska flightseeing tours, among other activities. It owns and operates a range of classes of helicopters, such as Heavy helicopters, Medium helicopters and Light helicopters. Heavy helicopters have twin engines and passenger capacity ranging from 16 to 19. Medium helicopters have twin engines and passenger capacity ranging from 11 to 12.
