EXHIBIT 3.1 (ii)
AMENDED AND RESTATED
BY-LAWS
OF
PETROLEUM HELICOPTERS, INC.
(AS AMENDED THROUGH MAY 1, 2002)
SECTION 1. OFFICES
1.1 PRINCIPAL OFFICE. The principal office of the Corporation shall be located at 2001 S.E. Evangeline
Thruway, Lafayette, Louisiana 70508.
1.2 ADDITIONAL OFFICES. The Corporation may have such offices at such other places as the
Corporation's Board of Directors (the "Board") may from time to time determine or the business of the
Corporation may require.
SECTION 2. SHAREHOLDERS MEETINGS
2.1 PLACE OF MEETINGS. Unless otherwise required by law or these By-laws, all meetings of the
shareholders shall be held at the principal office of the Corporation or at such other place, within or without the
State of Louisiana, as may be designated by the Board.
2.2 ANNUAL MEETINGS. An annual meeting of the shareholders shall be held at such date at such time as
may be specified by the Board in the call of the meeting, for the purpose of electing directors and for the
transaction of such other business as may be properly brought before the meeting. If no annual shareholders'
meeting is held for a period of eighteen months, any shareholder may call such meeting to be held at the registered
office of the Corporation as shown on the records of the Secretary of State of Louisiana.
2.3 SPECIAL MEETINGS. Special meetings of the shareholders, for any purpose or purposes, may be called
by the Chairman of the Board, the Chief Executive Officer or the Board, or by the shareholders as provided in
the Articles of Incorporation.
2.4 NOTICE OF MEETINGS. Except as otherwise provided by law, the authorized person or persons calling a
shareholders' meeting shall cause written notice of the time, place and purpose of the meeting to be given to all
shareholders entitled to vote at such meeting, at least ten days
and not more than sixty days prior to the day fixed for the meeting. Notice of the annual meeting need not state
the purpose or purposes thereof, unless action is to be t