Drone!UAS Practice Group 

A-N· To· N E. L-L~I 

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U.S. Department of Transportation 

- - -- -· D.o.cket~Managementc:~ystem=-""""""'=== =""'-'"-'--'-= 

1200 New Jersey Ave s·.E. 

. Washington, D.C. 20590 ;.- :' 

'1! ,- ,;f):) I , ..•. - .... I . r) : , 1 ' , .J .): tJ: 

1 00. North LaSalle· Street 

Suite 2400 

° Chicago, IL 60602 

Td. 312.201.8310 

Jeffrey@Ahtorieili-Law.com 

March 24,2015 

Re: Aerial Inspection Resources S~ction 333 Petition, Docket ID No. FAA-2015-0261 

· Dear Sir or Madam: - {;~:i~-. -~;-:rj;-~~~~3~·::~-:5~_?-~-

I am writing to inform you thar~y client, Aen"al Inspectiqn Resources, has changeod-H~~~~~I'~btitjr;- . 

since we filed its Section 333 Exemption Petition on February 3, 2015. At tlie-'timi~i(j(fi\i_il~-,A~rlh! · 

Inspection Resources was a LimitedLoiability Company, but has since changed to':a-CO'tpotat'iHll::l 

have included the AJ1icles of Conversion in this letter for your reference. 0 ;·-:-~: ~ 0 ·:::.; 'l!o~:o: 1.:;·: 

Everything else submitted with the Petition for Exemption_ remains unchanged. If we can provide 

any additional information, please do not hesitate to contact us at 312-20-1-8310 or via email at 

Jeffrev@Antonelli-Law.com. · 

----- --=--~----_-:::::: 

Of Counsel 

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Of Counsel 

Kate D. Fletcher 

Airline Transport Pilot License 

Type rated in: 

CE-500 (Citation Jet) 

SF-340 (Saab turbo prop) 

· DC:-9 (turbo-jet) 

B-73 7 (Boeing 73 7) 

B-757 (Boeing 757) 

B-767 (Boeing 767) 

First Class Medical Certificate 

Tel: 312.285.4359 

katel@kdfletcherla\'v.com 

. -~·=_..,_.,_ ~ --------- ------:.z=.=--:_-__ _ 
---

Articles of Conversion • ·euslness Entitles 

~of State -Corporation Divi~on- 255Capltcl StNE, Sulta-151. Salem, OR 97310..1327 • http://www.Filinglnarprrnn2200. 

REGISTRY NUMBER: 929717-96 

~~~~-----------

tn accordance With Oregon ReW!ed Statute 192.410..192.490, the lnfcrmeHon on this eppncatlon Is public record. 

We must release this Information to aD parties upon request and it .,;n be posted on our website. 

Please Type or Print Legibly In Black Ink. 

1) NAME OF BUSINESS EtmTY PRIOR 10 CoNVERSION: 

Aerial Inspection Resources, LLC 

2) TYPE OF BUSINESS ENllTY PRIOR 10 CONVERSION: 

Limited Uability Company · 

___ 3) NAME OF BUSINESS EtmTY AFlCR CONVERSION: 

~-.6&iaHns-peCtiooResoUfces,-tnc~-

4) TYPE OF BUSINESS ENllTY AFlCR CONVERSION: 

Corporation 

5) WILL THE CONVERTED EN11TY HAVE CotmNueo EXISTENCE 1M OREGON? f11 Yes 0 No 

6} IF NO, WHERE WILL THE JURISDlCllON BE? 

7) li} A COPY OF THE PLAN OF CONVERSION IS ATTACHED. 

8} PROVIDE AoomoNALINFORMAllON REQUIRED FOR NEW EN11TY TYPE 

JAN:·~ 2 2015 

OREGoN 

SECRETARY OF STATE 

For office use onty 

*****The effective time and date of the conversion shall be the time and date these Articles of 

Conversion are accepted by -the Oregon Secretary of State.***** 

9) EXECUTION:(Must be signed by an officer or director for a corporation, ·a member or manager for a limited liability company, a general partner for a 

limited partnership, or-a partner for a limlted·nabllit'(p;:rtnership:) ~ ~ - ~ ~-- ---- .-_ ~ -~ 

By my signature, I dedare as an authorized authority, that this filing has been examined by me and is, to the best of my knowledge anti behet,>tru;:;o.;;-e,----

correct, and complete. Making false statements In this document Is against the law and may be penalized by fines, imprisonment or ~th. 

Signature: rinted Name: TIUe: 

hrlstopher McMurtry Member 

CoNTACT NAME: (To resolve questions with thla fdlng.) 

Ryan Maughn 

PHONE NUMBER: (Include area code.) 

503.778.5297 

219 • Artldes of Conversion· Buslnesa Entitles (01/12) 
PLAN OF CONVERSION 

FOR CONVERSION · 

of 

· AERIAL ;JNSPECfiON RESOURCES, LLC, an Oregon limited liability company 

to 

AERIAL INSPECTION RESOURCES, INC., an Oregon corporation 

January 2, 2015 

This Plan of Conyersion for the conversion of Aerial Inspection Resources, LLC, an 

Oregon limited liability company, to Aeri~ Inspection Resources, Inc., an Oregon corporation, is 

hereby unanimously adopted by the members of Aerial Inspection Resources, LLC pursuant to 

.___,_QRS 63.473(-l)(a). ·. - - -~ . -- - - . _ ~-- __ ~-----.. 

1·. . The name of the business entity prior to conversion is Aerial Inspection 

Resources, LLC. Aerial Inspection Resources, LLC is an Oregon limited liability company. 

2. The name of the business entity after conversion will be Aerial Inspection 

Resources, Inc. Aerial Inspection Resources, Inc. will be an Oregon corporation. 

3·. The conversion shall be on the terms·and conditions set forth in ORS 63.470 and 

ORS 60.472. Upon the filing of the Articles of Conversion presented to the Members of Aerial 

Inspection Resources, LLC (''Articles of Conversion"), this Plan of Conversion and the initial 

Articles of Incorporation of Aerial Inspection Resources, Inc., a copy of which is attached hereto as 

·Exhibit A ("Articles of Incorporation"), with the Secretary of State of Oregon, Aerial Inspection 

Resources, LLC, an Oregon limited liability company, will be eonverted into Aerial Inspection 

Resource~, Inc., an Oregon corporation. . 

4. Aerial Inspection Resources, LLC has three members: Vernie Lee Santos, 

Christopher McMurtry and Brian Dalrymple. Each of. Mr. Santos, Mr. McMurtry and Mr. 

Dalrymple owns ~3.33% ofthe outstanding membership interest of Aerial Inspection Resources, 

LLC. . 

.. -... - . .. 5. ·· -Upon.conversion,_the.ownership interest. of.the.currentmembers_of.Aerial~~-­

Inspection Resources, LLC shall be exchanged for five million six hundred forty thousand 

(5,640,000) shares ·of Voting Common Stock. This conversion will result in ownership of one 

million eight hundred eighty thousand (I ,880,000) outstanding shares ofVoting Common Stock . 

held by each of Mr. Santos, Mr. McMurtry and Mr. Dalrymple. 

6. · As set forth in the Articles of Incorporation to be filed with the Secre~ of State 

of Oregon, Aerial Inspection Resources, LLC will have ten million (10,000,000) authorized 

shares of capital stock, wt:Uch includes eight million shares of voting common stock, no _par value 

(the "Voting Common Stock"), and two million shares.ofnon-voting common stock, no par· 

value (the "Non-Voting Common Stock") (collectively, "Common Stock"). · 

l. 

owr 2S497306v2 008500()..()0 1 s 16 · 
7. Pursuant to the requirements ofORS 60.047(1), the initial Articles of Incorporation 

of Aerial Inspection Resources, Inc. are required to contain the following: 

(a) A corporate name for the corporation that satisfies the requirements of 

ORS 60.094 (as required by ORS 60.047(1)(a)): Aerial Inspection Resources, Inc.; 

(b) The number of shares the corporation is authorized to issue (as required by_ 

ORS.60.047(l)(b)): ten million (10,000,000) shares of Common Stock. 

(c) The address, including street and riumber, and mailing address, if different, 

of the corporation's initial registered office and the name of its initial registered agent at that 

office (as required by ORS 60.047(1)(c)): the address of the corporation's initial registered office 

is 4380 SW Ma~dam Avenue/Suite 515, Portland, Oregon 97239 and the name of its initial 

- ----registered agehfafsuch aildress is Clfristoplfer-McMurtry; · ----.--.......·- '----- -~ 

(d) The name and address of each incorporator (as required by ORS 

60.047(1)(d)): the name of the incorporator is Ryan Maughn, and the address for the incorporator 

is 1300 SW Fifth Avenue, Suite 2400, Portland, OR 97201; and 

(e) A mailing address to-which notices, as required by this chapter, may be 

mailed Until an address has been designated by the corporation in its annual report (as required by 

ORS 60.047(1)(e)): Aerial Inspection Resources, Inc., Attention: Christopher McMurtry, 4380 

SW Macadam Avenue/Suite 515, Portland, Oregon 97239. 

8. All other matters not specifically required under ORS 60.047(1) to be included in 

the initial Articles ofincorpC?ration of Aerial Inspection Resources, Inc., but which may be set 

forth under ORS 60.047(2) in the initial Articles of Incorporation of Aerial Inspection Resources, 

Inc., are as set forth in the initial Articles of Incorporation of Aerial Inspection Resources, Inc. · 

[Signature Page Follows] 

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2 

owr 25497306v2 008500(}.()()1516 
IN WITNESS WHEREOF, this Plan of Conversion has been duly executed as of the date 

first set forth above. 

DWT 25497306v2 008500()..(}()1516 

c.:z: ~ 

Brian Dalrymple 

SIGNATURE PAGE TO PLAN OF CONVERSION OF 

AERIAL INSPECTION RESOURCES, LLC 
EXIDBIT A 

Articles of Incorporation 

[Attached] 

- ......._----~-- -

DWT 25497306v2 0085000-001516 
ARTICLES OF INCORPOAATION 

OF 

AERIAL INSPECTION RESOURCES, INC. 

The undersign~d natural person of the age of eighteen (18) years or more, acting as an 

incorporator under the Oregon Business Corporation Act ("Acf'), adopts the following Articles 

of Incorporation: 

ARTICLE I 

The name of this corporation (the "Corporation") is Aerial Inspection Resources, Inc . 

. and its duration shall be _pe!])etual. 

ARTICLE II 

The purpose for which the Corporation is organized is to engage in any lawful activities 

·for which corporati.ons may be organized under the Act. · 

ARTICLE ill 

.1. The corporation is authorized to issue two classes of capital stock, which shall be 

designated "Voting Common Stoc/C' a,nd "Non-Voting Common Stock" (collectively, "Common 

Stock"). The total number of shates which the Corporation is authorized to issue is 10,000,000 

shares, no par value per share, of which 8,000,000 shares shall be designated Voting Common 

Stock and 2,000,000 shall be designated Non-Voting Common Stock. The holders of the 

Corporation's Voting Common Stock shall have the right to one vote for each share upon each 

matter duly submitted to a vote at a meeting of the shareholders, and shall have the right to receive 

the net assets of the Corporation upon dissolution. Except as required by the Act, the holders of the 

Corporation's Non-:Voting Common Stock shall have no right to vote upon any matter, and shall 

have the right to receive the net assets of the Corporation upon dissolution. 

2. No shareholder shall have preferential or preemptive rights to acquire shares of 

the Corporation. 

3. No shareholder shall be entitled to cumulate his or her votes for election of 

directors. 

4. At any meetjng of the shareholders, the holders of a majority of all the shares of 

the capital stock of the Corporation outstanding and entitled to vote on one or more of the subject 

matters to be considered at the meeting, present in person or represented by proxy, shall 

constitute a quonuit of the sh~holders for all purposes. 

5. The Corporation shall have the right to purchase its own shares as provided by the 

Act. 

pAGE 1 -AERIAL INSPECTION RESOURCES, INC. ARTICLES OF lNCORPORA TION 

DWT25497764v2008SOQO-OOIS16 . 
6. Except as otherwise expressly provided herein, any action that may be taken by 

the shareholders at an annual or special meeting of shareholders may be taken without such a 

meeting, without prior notice and -without a. vote, if a consent or consents in writing, setting forth 

the action so taken, shall be signed by the holders of outstanding capital stock of the Corporation 

having not less than the minimum number of votes that would be necessary to authorize or take 

such action at a meeting at which all shares entitled to vote thereon were present and voted. 

ARTICLE IV 

The· address of the initial registered office of the Corporation is 4380 SW Macadam 

Avenue/Suite 515, Portland, Oregon 97239, and the name of its initial registered agent at such 

address is Christopher McMurtry. 

,-·- ARTICLEV 

1. The number of directors of the corporation shall be fixed pursuant to the bylaws 

of the Cori>oration. · 

2. Vacancies in the board of directors may be filled by the afflrmative vote of the 

remaining directors even though less than a quorum. All other requirements for filling such 

vacancies shall be established by the bylaws of the Corporation. 

3. · All or any number of the directors may be removed, with or without cause, at a 

· meeting expressly called for that purpose by a vote of the holders of a majority of the shares then 

entitled to vote at an election of directors. 

ARTICLE VI 

Contracts or transactions of the Corporation with an interested director or officer shall be 

valid as provided by the Act. The presence of an interested director shall count toward a quorum 

and he or she may vote in favor of the transaction. 

ARTICLE VII 

1. The Corporation shall indemnify, to the fullest extent provided in the Act, any 

___ director or offi-:er who was or is a party or i~threatened to be made a party .to any proceeding by 

reason of or arising from the fact that he is or was a director or offlcer of the Corporation:- The · -- -- __ ;:::,~:~ 

<;ietermination and authorization of indemnification shall be made as provided in the Act. 

' . 

2. The Corporation shall.pay for or reimburse the reasonable expenses incurred by a 

director or officer who is a party to a proceeding in advance of final disposition of the proceeding 

as provided in the Act. · 

3. The indemnification rights provided for iri this Article shall be deemed to be in 

addition to· and not in lieu of any other rights to which those indemnified may be entitled under 

any statute, rule of law or equity, agreement, vote of the shareholders or board of directors or 

otherwise. 

PAGE 2- AERIAL iNSPECTION RESOURCES, lNC. ARTICLES OF INCORPORATION 

owr 25491764v2 oossooO-OOt516 
· ARTICLE VITI 

The liability of the directors of. the Corporation for monetary damages for conduct as a 

director shall be eliminated to the fullest extent permissible under the Act, except that this 

provision shall not eliminate or limit the liability of a director for: 

1. Any breach of a director's duty of loyalty to the Corporation or its. shareholders; 

2. Acts of omission not in. good faith or which involve intentional misconduct or a 

knowing violation of law; 

3. Any unlawful distribution under Oregon Revised Statutes Section 60.367; or 

4. Any trarisaction from which the director derives an improper personal benefit. 

ARTICLE IX 

The name and add.iess of the person to whom the Corporation Division may mail notices 

required by the Act is: 

Donald F. Mazziotti 

Address 

4380 SW Macadam Avenue/Suite 515, 

Portland, Oregon 97239 

ARTICLE X 

The name and address of the incorporator is: 

Ryan D. Mauglm 

Address 

1300 SW Fifth A venue, Suite 2400 

Portland, OR 97201 

I, the undersigned incorporator, declare that I have examined the foregoing and to the best 

of my knowledge and belief, it is true, co~ect-and complete. 

DATED this 2nd day of January, 2015. 

PAGE 3 -AERIAL INSPECTION RESOURCES, INC. ARTICLES OF INCORPORATION 

owr 2S497764v2 oossooo-OOISl6