Amended 5/31/95 effective December 6, 1994
PETROLEUM HELICOPTERS, INC.
1.1 Principal Office. The principal office of the Corporation shall be located at 5728 Jefferson Highway,
Harahan, Louisiana 70123.
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.
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; Notice Thereof. An annual meeting of the shareholders shall be held on the second
Thursday of September in each year, at 10:00 a.m., or at such other date or at such other time specified as the
Board shall designate, 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 share- holders, for any purpose or purposes, may be called by the
Chairman of the Board, Chief Executive Officer and President (the "Chairman, CEO and President") 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 pri