Exhibit
1.2








DOUBLE
HULL TANKERS, INC.




(the
“Corporation”)




BYLAWS




As
amended by the Board of Directors through November 13, 2007




ARTICLE
I




OFFICES
AND RECORD




SECTION
1.01. Address; Registered
Agent.  The registered address of the Corporation in the
Republic of the Marshall Islands is Trust Company Complex, Ajeltake Road,
Ajeltake Island, Majuro, Marshall Islands MH96960.  The name of the
Corporation’s registered agent at such address is The Trust Company of the
Marshall Islands, Inc.




SECTION
1.02. Other
Offices.  The Corporation may have such other offices, either
within or without the Republic of the Marshall Islands, as the Board of
Directors of the Corporation (the “Board”) may designate
or as the business of the Corporation may from time to time
require.




ARTICLE
II




SHAREHOLDERS




SECTION
2.01. Annual
Meeting.  The annual meeting of shareholders of the Corporation
shall be held on such day and at such time and place within or without the
Republic of the Marshall Islands as the Board may determine for the purpose of
electing directors and/or transacting such other business as may properly be
brought before the meeting.  The Chairman of the Board or, in the
Chairman’s absence, another person designated by the Board shall act as the
Chairman of all annual meetings of shareholders.




SECTION
2.02. Nature of Business at Annual
Meetings of Shareholders.  (a)  No business may be
transacted at an annual meeting of shareholders, other than business that is
either (i) specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the Board (or any duly authorized committee
thereof), (ii) otherwise properly brought before the annual meeting by or
at the direction of the Board (or any duly authorized committee thereof) or
(iii) otherwise properly brought before the annual meeting by any
shareholder of the Corporation (A) who is a shareholder of record on the
date of the giving of the notice provided for in this Section 2.02 of this
Article II and has remained a shareholder of record through the record date for
the determination of shareholders entitled to vote at such annual meeting and
(B) who complies with the notice procedures set forth in
Section 2.02(b) of this Article II.




(b)         In
addition to any other applicable requirements, for business to be properly
brought before an annual meeting by a shareholder, such shareholder must have
given timely notice thereof in proper written form to the Secretary of the
Corporation.  To be timely, a shareholder’s notice to the Secretary of
the Corporation must be delivered to or mailed and received at the principal
executive offices of the Corporation not less than ninety (90) days nor
more than one-hundred twenty (120) days prior to the anniversary date of
the immediately preceding annual general meeting.  In the event the
annual general meeting is called for a date that is not within thirty (30)
days before or after such anniversary date, notice by the shareholder must be
given not later than ten days following the earlier of the date on which notice
of the annual general meeting was mailed to shareholders or the date on which
public disclosure of the date of the annual general meeting was
made.













(c)         To
be in proper written form, a shareholder’s notice to the Secretary of the
Corporation must set forth, as to each matter such shareholder proposes to bring
before the annual meeting, (i) a brief description of the
business desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name and record
address of such shareholder, (iii) the class or series and number of shares
of capital stock of the Corporation which are owned beneficially or of record by
such shareholder, (iv) a description of all arrangements or understandings
between such shareholder and any other person or persons (including their names)
in connection with the proposal of such business by such shareholder and any
material interest of such shareholder in such business and (v) a
representation that such shareholder intends to appear in person or by proxy at
the annual meeting to bring such business before the meeting.  In
addition, notwithstanding anything in this Section 2.02 of this
Article II to the contrary, a shareholder intending to nominate one or more
persons for election as a director at an annual meeting must comply with
Article III of these Bylaws for such nomination or nominations to be
properly brought before such meeting.




(d)         No
business shall be conducted at the annual meeting of shareholders except
business brought before the annual meeting in accordance with the procedures set
forth in this Article II; provided, however, that, once
business has been properly brought before the annual meeting in accordance with
such procedures, nothing in this Article II shall be deemed to preclude
discussion by any shareholder of any such business.  If the chairman
of an annual meeting determines that business was not properly brought before
the annual meeting in accordance with the foregoing procedures, the chairman of
the meeting shall declare to the meeting that the business was not properly
brought before the meeting and such business shall not be
transacted.




SECTION
2.03. Special
Meeting.  Except as otherwise provided by applicable law,
special meetings of the shareholders shall be called only in accordance with the
provisions of the Amended and Restated Articles of Incorporation of the
Corporation.  Only such business as is specified in the notice of any
special meeting of the shareholders shall come before such meeting.




SECTION
2.04. Notice of
Meetings.  Notice of every annual and special meeting of
shareholders, other than any meeting the giving of notice of which is otherwise
provided by law, stating the date, time, place and purpose thereof, and in the
case of special meetings, the name of the person or persons at whose direction
the notice is being issued, shall be given personally or sent by mail,
telegraph, cablegram, telex or teleprinter at least fifteen (15) but not
more than sixty (60) days before such meeting, to each shareholder of
record entitled to vote thereat and to each shareholder of record who, by reason
of any action proposed at such meeting would be entitled to have his shares
appraised if such action were taken, and the notice shall include a statement of
that purpose and to that effect.  If mailed, notice shall be deemed to
have been given when deposited in the mail, directed to the shareholder at his
address as the same appears on the record of shareholders of the Corporation or
at such address as to which the shareholder has given notice to the Secretary of
the Corporation.  Notice of a meeting need not be given to any
shareholder who submits a signed waiver of notice, whether before or after the
meeting, or who attends the meeting without protesting prior to the conclusion
thereof that he did not receive notice of such meeting.




SECTION
2.05. Organization; Place of
Meeting; Order of Business.  (a)  At every meeting of
shareholders, the Chairman of the Board, or in such person’s absence, the Chief
Executive Officer, or in the absence of both of them, any vice president, shall
act as chairman of the meeting.  In the absence of the Chairman of the
Board, the Chief Executive Officers or a vice president to act as Chairman, the
Board, or if the Board fails to act, the shareholders may appoint any
shareholder, director or officer of the Corporation to act as chairman of any
meeting.




(b)         Either
the Board or the Chairman of the Board may designate the place, if any, of
meeting for any annual meeting or for any special meeting of the
shareholders.  If no designation is so made, the place of meeting
shall be the principal office of the Corporation.




(c)         The
order of business at all meetings of shareholders, unless otherwise determined
by a vote of the holders of a majority of the number of shares present in person
or represented by proxy thereat, shall be determined by the chairman of the
meeting.






2




SECTION
2.06. Adjournments.  Any
meeting of shareholders, annual or special, may adjourn from time to time to
reconvene at the same or some other place, and notice need not be given of any
such adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken.  At the adjourned meeting the
Corporation may transact any business which might have been transacted at the
original meeting.  If the meeting is adjourned for lack of quorum,
notice of the new meeting shall be given to each shareholder of record entitled
to vote at the meeting.  If after an adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each shareholder of record on the new record date entitled to notice in
Section 2.04 of this Article II.




SECTION
2.07. Quorum.  At
all meetings of shareholders, except as otherwise expressly provided by law,
there must be present either in person or by proxy shareholders of record
holding at least a majority of the shares issued and outstanding and entitled to
vote at such meetings in order to constitute a quorum, but if less than a quorum
is present, a majority of those shares present either in person or by proxy
shall have power to adjourn any meeting until a quorum shall be
present.




SECTION
2.08. Voting.  If
a quorum is present, and except as otherwise expressly provided by law, the
Amended and Restated Articles of Incorporation (including any Preferred Stock
Designation) or applicable stock exchange rules, the affirmative vote of a
majority of the shares of stock represented at the meeting shall be the act of
the shareholders; provided, however, that
directors shall be elected by a plurality of the votes cast by shareholders
entitled to vote thereat.  At any meeting of shareholders, with
respect to a matter for which a shareholder is entitled to vote, each such
shareholder shall be entitled to one vote for each share it
holds.  Each shareholder may exercise such voting right either in
person or by proxy; provided, however, that no
proxy shall be valid after the expiration of eleven months from the date such
proxy was authorized unless otherwise provided in the proxy.  A duly
executed proxy shall be irrevocable if it states that it is irrevocable and if,
and only as long as, it is coupled with an interest sufficient in the law of the
Republic of the Marshall Islands to support an irrevocable power.  A
shareholder may revoke any proxy which is not irrevocable by attending the
meeting and voting in person or by filing an instrument in writing revoking the
proxy or another duly executed proxy bearing a later date with the Secretary of
the Corporation.  Any action required to be taken or which may be
taken at any annual or special meeting of the shareholders of the Corporation
may be taken without a meeting if a consent in writing, setting forth the action
so taken, is signed by all of the shareholders entitled to vote with respect to
the subject matter thereof.




SECTION
2.09. Fixing of Record
Date.  The Board may fix a time not more than sixty (60)
nor less than fifteen (15) days prior to the date of any meeting of
shareholders as the time as of which shareholders entitled to notice of and to
vote at such a meeting shall be determined, and all persons who were holders of
record of voting shares at such time and no others shall be entitled to notice
of and to vote at such meeting.  The Board may fix a time not
exceeding sixty (60) days preceding the date fixed for the payment of any
dividend, the making of any distribution, the allotment of any rights or the
taking of any other action, as a record time for the determination of the
shareholders entitled to receive any such dividend, distribution, or allotment
or for the purpose of such other action.




ARTICLE
III




DIRECTORS




SECTION
3.01. Powers;
Number.  The business and affairs of the Corporation shall be
managed by or under the direction of the Board, which, subject to the provisions
of the Amended and Restated Articles of Incorporation of the Corporation, shall
consist of such number of directors as shall be fixed by a vote of not less than
a majority of the entire Board or by the affirmative vote of holders of a
majority of the outstanding capital stock from time to time.  Each
director shall serve his respective term of office until his successor shall
have been elected and qualified, except in the event of his death, resignation
or removal.  No decrease in the number of directors shall shorten the
term of any incumbent director.  The directors need not be residents
of the Republic of the Marshall Islands or shareholders of the
Corporation.  As used in these Bylaws, the phrase “entire Board” means
the total number of directors that the Corporation would have if there were no
vacancies or unfilled newly created directorships.




SECTION
3.02. How
Elected.  Except as otherwise provided by law or in
Section 3.05 of this Article III, the directors of the Corporation (other
than the first Board if named in the Amended and Restated Articles of
Incorporation or designated by the incorporators) shall be elected at the annual
meeting of shareholders.  Each director shall be elected to serve
until the third succeeding annual meeting of shareholders and until his
successor shall
have been duly elected and qualified, except in the event of his death,
resignation, removal or the earlier termination of his term of
office.






3






SECTION
3.03. Nomination of
Directors.  (a)  Only persons who are nominated in
accordance with the following procedures shall be eligible for election as
directors of the Corporation, except as may be otherwise provided in the Amended
and Restated Articles of Incorporation with respect to the right of holders of
Preferred Stock of the Corporation to nominate and elect a specified number of
directors in certain circumstances.  Nominations of persons for
election to the Board may be made at any annual meeting of shareholders
(i) by or at the direction of the Board (or any duly authorized committee
thereof) or (ii) by any shareholder of the Corporation (A) who is a
shareholder of record on the date of the giving of the notice provided for in
this Section 3.03 of this Article III and on the record date for the
determination of shareholder entitled to vote at such meeting and (B) who
complies with the notice procedures set forth in Section 3.03(b) of this
Article III.




(b)         In
addition to any other applicable requirements, for a nomination to be made by a
shareholder, such shareholder must have given timely notice thereof in proper
written form to the Secretary of the Corporation.  To be timely, a
shareholder’s notice to the Secretary of the Corporation must be delivered to or
mailed and received at the principal executive offices of the Corporation not
less than ninety (90) days nor more than one-hundred twenty (120) days
prior to the anniversary date of the immediately preceding annual meeting of
shareholders.  In the event the annual general meeting is called for a
date that is not within thirty (30) days before or after such anniversary
date, notice by the shareholder must be given not later than ten days following
the earlier of the date on which notice of the annual general meeting was mailed
to shareholders or the date on which public disclosure of the date of the annual
general meeting was made.  In the case of a special general meeting
called for the purpose of electing directors, notice by the shareholder must be
given not later than ten days following the earlier of the date on which notice
of the special general meeting was mailed to shareholders or the date on which
public disclosure of the date of the special general meeting was
made.




(c)         To
be in proper written form, a shareholder’s notice to the Secretary of the
Corporation must set forth: (i) as to each person whom the shareholder
proposes to nominate for election as a director (A) the name, age, business
address and residence address of the person, (B) the principal occupation
or employment of the person, (C) the class or series and number of shares
of capital stock of the Corporation which are owned beneficially or of record by
the person and (D) any other information relating to the person that would
be required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the United States Securities Exchange Act of
1934, as amended (the “Exchange Act”), and
the rules and regulations promulgated thereunder applicable to issuers that are
not foreign private issuers and (ii) as to the shareholder giving the
notice (A) the name and record address of such shareholder, (B) the
class or series and number of shares of capital stock of the Corporation which
are owned beneficially and of record by such shareholder, (C) a description
of all arrangements or understandings between such shareholder and each proposed
nominee and any other person and persons (including their names) pursuant to
which the nomination(s) are to be made by such shareholder, (D) a
representation that such shareholder intends to appear in person or by proxy at
the meeting to nominate the person or persons named in its notice and
(E) any other information relating to such shareholder that would be
required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder.  Such notice must be accompanied by a written
consent of each proposed nominee to being named as a nominee and to serve as a
director if elected.




(d)         No
person shall be eligible for election as a director of the Corporation unless
nominated in accordance with the procedures set forth in this Section 3.03
of this Article III.  If the chairman of the meeting determines
that a nomination was not made in accordance with the foregoing procedures, the
chairman shall declare to the meeting that the nomination was defective and such
defective nomination shall be disregarded.






4






SECTION
3.04. Removal.  Except
as otherwise provided by applicable law, directors may only be removed by the
shareholders in accordance with the provisions of the Amended and Restated
Articles of Incorporation of the Corporation.




Any or
all of the directors may be removed for cause by the shareholders, provided
notice is given to such director(s) of the shareholders meeting convened to
remove him or her provided such removal is approved by the affirmative vote of a
majority of the issued and outstanding shares of our capital stock entitled to
vote for those directors.  The notice must contain a statement of the
intention to remove such director(s) and must be served on him or her not less
than fourteen days before such shareholders meeting.  Any such
director is entitled to attend the meeting and be heard on the motion for his or
her removal.  No director may be removed without cause by either the
shareholders or the Board of Directors.




SECTION
3.05. Vacancies.  Except
as otherwise provided by applicable law, vacancies in the Board shall be filled
as provided for in the Amended and Restated Articles of Incorporation of the
Corporation.




SECTION
3.06. Regular
meetings.  Regular meetings of the Board shall be held in
Jersey, the Channel Islands such time as may be determined by resolution of the
Board and no notice shall be required for any regular meeting.  Except
as otherwise provided by law, any business may be transacted at any regular
meeting.




SECTION
3.07. Special
meetings.  Special meetings of the Board may, unless otherwise
provided by law, be called from time to time by the Chairman of the Board or the
Chief Executive Officer.  The Chief Executive Officer or the Chairman
of the Board shall call a special meeting of the Board upon written request
directed to either of them by any two directors stating the time, place and
purpose of such special meeting.  Special meetings of the Board shall
be held in Jersey, the Channel Islands on a date and at such time as may be
designated in the notice thereof.




SECTION
3.08. Notice of Special
Meeting.  Notice of the date, time and place of each special
meeting of the Board shall be given to each director at least
forty-eight (48) hours prior to such meeting, unless the notice is given
orally or delivered in person, in which case it shall be given at least
twenty-four (24) hours prior to such meeting.  For the purpose of
this Section 3.08, notice shall be deemed to be duly given to a director if
given to him personally (including by telephone) or if such notice be delivered
to such director by mail, telegraph, cablegram, telex or teleprinter to his last
known address.  Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board need be specified in the
notice of such meeting, except for amendments to these Bylaws.  Notice
of a meeting need not be given to any director who submits a signed waiver of
notice, whether before or after the meeting, or who attends the meeting without
protesting, prior to the conclusion thereof, the lack of notice to
him.




SECTION
3.09. Quorum.  A
whole number of directors equal to at least a majority of the directors at the
time in office, present in person or by proxy or conference telephone, shall
constitute a quorum for the transaction of business.  If at any
meeting of the Board there shall be less than a quorum present, a majority of
the directors present may adjourn the meeting from time to time without further
notice.  The act of the majority of the directors present at a meeting
at which a quorum is present shall be the act of the Board.




SECTION
3.10. Action By Consent of Board
of Directors.  Any action required or permitted to be taken at
any meeting of the Board or any committee thereof may be taken without a meeting
if all members of the Board or committee, as the case may be, consent thereto in
accordance with applicable law provided, however, that a
majority of the members of the Board or such committee, as the case may be,
shall not be physically located in the same country when executing any consent
pursuant to this Section 3.10.




SECTION
3.11. Meetings by Conference
Telephone.  Members of the Board or any committee thereof may
participate in a meeting of the Board or such committee by means of conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at such meeting; provided, however, that a
majority of the members of the Board or such committee, as the case may be,
shall not be physically located in the same country when acting pursuant to this
Section 3.11.






5






SECTION
3.12. Records.  The
Board shall cause to be kept a record containing the minutes of the proceedings
of the meetings of the Board and of the shareholders, appropriate stock books
and registers and such books of records and accounts as may be necessary of the
proper conduct of the business of the Corporation.  The books and
records of the Corporation may be kept outside the Republic of the Marshall
Islands at such place or places as may from time to time be designated by the
Board or as the business of the Corporation may from time to time
require.




SECTION
3.13. Interested
Directors.  No contract or transaction between the Corporation
and one or more of its directors or officers, or between the Corporation and any
other corporation, partnership, association or other organization in which one
or more of its directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the Board or committee thereof which authorizes the contract or transaction, or
solely because his or her or their votes are counted for such purpose, if:
(i) the material facts as to his or her relationship or interest and as to
the contract or transaction are disclosed or are known to the Board or the
committee and the Board or committee in good faith authorizes the contract or
transaction by the affirmative vote of a majority of the disinterested
directors, or, if the votes of the disinterested directors are insufficient to
constitute an act of the Board as defined in Section 55 of the Marshall Islands
Business Corporations Act, by unanimous vote of the disinterested directors,
(ii) the material facts as to his relationship or interest and as to
contract or transaction are disclosed or are known to the shareholders entitled
to vote thereon, and the contract or transaction is specifically approved in
good faith by vote of the shareholders or (iii) the contract or transaction
is fair as to the Corporation as of the time it is authorized, approved or
ratified by the Board, a committee thereof or the
shareholders.  Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board or of a committee
which authorizes the contract or transaction.




SECTION
3.14. Compensation of Directors
and Members of Committees.  The Board may from time to time, in
its discretion, fix the amounts which shall be payable to members of the Board
and to members of any committee, for attendance at the meetings of the Board or
of such committee and for services rendered to the Corporation.




ARTICLE
IV




COMMITTEES




SECTION
4.01. Committees. The Board
may, by resolution or resolutions passed by a majority of the entire Board,
designate from among its members one or more committees; provided, however, that no
committee shall have the power or authority to (i) fill a vacancy in the
Board or in a committee thereof, (ii) amend or repeal any Bylaw or adopt
any new Bylaw, (iii) amend or repeal any resolution of the entire Board,
(iv) increase the number of directors on the Board or (v) remove any
director.  The Board shall designate an Audit Committee, which shall
at all times be comprised of at least two members that are considered
“independent” under the rules of the stock exchange that the Corporation’s
common stock is listed on.  Initially, the entire Board shall be the
audit committee.  Members of any committee shall hold office for such
period as may be prescribed by the vote of the entire Board, subject, however,
to removal at any time by the vote of the Board.  Vacancies in
membership of such committees shall be filled by vote of the
Board.  Committees may adopt their own rules of procedures and may
meet at stated times or on such notice as they may determine.  Each
committee shall keep a record of its proceedings and report the same to the
Board when required.




ARTICLE
V




OFFICERS




SECTION
5.01. Number and
Designation.  The Board shall appoint a Chief Executive
Officer, Chief Financial Officer and Secretary and such other officers as it may
deem necessary.  Officers may be of any nationality and need not be
residents of the Republic of the Marshall Islands; provided, however, that all
major decisions of the officers shall be made in Jersey, the Channel
Islands.  The officers shall be appointed by the Board at its first
meeting following the appointment of directors, (except that the initial
officers may be named by the Board at its first meeting following such Board’s
appointment in the Amended and Restated Articles of Incorporation or as
designated by the incorporators) but in the event of the failure of the Board to
so appoint any officer, such officer may be
elected at any subsequent meeting of the Board.  The salaries of
officers and any other compensation paid to them shall be fixed from time to
time by the Board.  The Board may at any meeting appoint additional
officers.  Each officer shall hold office until his successor shall
have been duly appointed and qualified except in the event of the earlier
termination of his term of office, through death, resignation, removal or
otherwise.  Any officer may be removed by the Board at any time with
or without cause.  Any vacancy in an office may be filled for the
unexpired position of the term of such office by the Board at any regular or
special meeting.






6




SECTION
5.02. Chief Executive
Officer.  In the absence of the Chairman of the Board or an
appointee of the Board, the Chief Executive Officer of the Corporation shall
preside at all meetings of the Board and of the shareholders at which he or she
shall be present.  The Chief Executive Officer shall perform all
duties incident to the office of Chief Executive Officer of a corporation and
such other duties as may, from time to time, be assigned to him or her by the
Board or as may be provided by law.




SECTION
5.03. Chief Financial
Officer.  The Chief Financial Officer shall have general
supervision over the care and custody of the funds, securities, and other
valuable effects of the Corporation and shall deposit the same or cause the same
to be deposited in the name of the Corporation in such depositories as the Board
may designate, shall disburse the funds of the Corporation as may be ordered by
the Board, shall have supervision over the accounts of all receipts and
disbursements of the Corporation, shall, whenever required by the Board, render
or cause to be rendered financial statements of the Corporation, shall have the
power and perform the duties usually incident to the office of Chief Financial
Officer and shall have such powers and perform other duties as may be assigned
to him by the Board or Chief Executive Officer.




SECTION
5.04. Secretary.  The
Secretary shall act as secretary of all meetings of the shareholders and of the
Board at which he is present, shall have supervision over the giving and serving
of notices of the Corporation, shall be the custodian of the corporate records
and of the corporate seal of the Corporation, shall be empowered to affix the
corporate seal to those documents, the execution of which, on behalf of the
Corporation under its seal, is duly authorized and when so affixed may attest
the same, and shall exercise the powers and perform such other duties as may be
assigned to him by the Board or the Chief Executive Officer.




SECTION
5.05. Other
Officers.  Officers other than those treated in
Sections 5.02 through 5.04 of this Article V shall exercise such powers and
perform such duties as may be assigned to them by the Board or the Chief
Executive Officer.




SECTION
5.06. Bond.  The
Board shall have power to the extent permitted by law to require any officer,
agent or employee of the Corporation to give bond for the faithful discharge of
his duties in such form and with such surety as the Board may deem
advisable.




ARTICLE
VI




CERTIFICATES
FOR SHARES




SECTION
6.01. Form and
Issuance.  (a)  Every holder of stock in the
Corporation shall be entitled to have a certificate in form meeting the
requirements of law and approved by the Board that certifies the number of
shares owned by him or her in the Corporation.  Certificates shall be
signed by (i) the Chief Executive Officer or the Chairman of the board and
(ii) by the Secretary or any Assistant Secretary or the Chief Financial
Officer or any Assistant Financial Officer.  These signatures may be
facsimiles if the certificate is countersigned by a transfer agent or registered
by a registrar other than the Corporation itself or its employee.




(b)         For
each class or series of stock that the Corporation shall be authorized to issue,
the powers, designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences or rights shall
be set forth in full or summarized on the face or back of the certificate which
the Corporation shall issue to represent each class or series of stock;
provided, however, that, except as otherwise required by the Business
Corporation Act of the Republic of the Marshall Islands, in lieu of the
foregoing requirements, there may be set forth on the face or back of the
certificate which the Corporation shall issue to represent such
class or series of stock, a statement that the Corporation will furnish without
charge to each shareholder that so requests the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences or rights.






7






SECTION
6.02. Transfer.  The
Board shall have power and authority to make such rules and regulations as they
may deem expedient concerning the issuance, registration and transfer of
certificates representing shares of the Corporation’s stock, and may appoint
transfer agents and registrars thereof.




SECTION
6.03. Loss of Stock
Certificates.  The Board may direct a new certificate of stock
to be issued in place of any certificate or certificates theretofore issued by
the Corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate of stock to be
lost or destroyed.  When authorizing such issue of a new certificate
or certificates, the Board may, in its discretion and as a condition precedent
to the issuance thereof, require the owner of such lost or destroyed certificate
or certificates, or his legal representative, to advertise the same in such
manner as it shall require and/or give the Corporation a bond in such sum as it
may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost or
destroyed.




SECTION
6.04. Stock Certificates;
Uncertificated Shares.  The interest of each stockholder of the
Corporation may also be evidenced by uncertificated shares of stock, whether
upon original issuance, re-issue, or subsequent transfer in such form as the
appropriate officer of the Corporation may from time to time
prescribe.  The Board shall by resolution designate the classes of the
Corporation’s securities that may be represented by uncertificated
shares.




ARTICLE
VII




DIVIDENDS




SECTION
7.01. Declaration and
Form.  Dividends may be declared in conformity with law by, and
at the discretion of, the Board at any regular or special
meeting.  Dividends may be declared and paid in cash, stock or other
property of the Corporation.




ARTICLE
VIII




NEGOTIABLE
INSTRUMENTS, CONTRACTS, ETC.




SECTION
8.01. Signatures on Checks,
Etc.  All checks, drafts, bills of exchange, notes or other
instruments or orders for the payment of money or evidences of indebtedness
shall be signed for or in the name of the Corporation by at least two officers,
or an officer and Corporation employee, as the Board may from time to time
designate by resolution.




SECTION
8.02. Execution of
Contracts.  The Chief Executive Officer, the Chief Financial
Officer or any vice president, and any other officer or officers that the Board
may designate shall have full authority in the name of and on behalf of the
Corporation to enter into any contract or execute and deliver any instruments or
notes, or other evidences of indebtedness unless such authority shall be limited
by the Board to specific instances.




SECTION
8.03. Bank
Accounts.  All funds of the Corporation shall be deposited from
time to time to the credit of the Corporation in such banks, trust companies or
other depositories as the Board may select or as may be selected by any two
officers or agents of the Corporation to whom such power may from time to time
be delegated by the Board.






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ARTICLE
IX




INDEMNIFICATION




SECTION
9.01. Right to
Indemnification.  The Corporation shall indemnify and hold
harmless, to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any person (a “Covered Person”) who
was or is made or is threatened to be made a party to or a witness in or is
otherwise involved in any action, suit, claim, inquiry or proceeding, whether
civil, criminal, administrative or investigative (including an action by or in
the right of the Corporation) and whether formal or informal (a “Proceeding”), by
reason of the fact that he or she, or a person for whom he or she is the legal
representative, is or was a director or officer of the Corporation or, while a
director or officer of the Corporation, is or was serving at the request of the
Corporation as a director, officer, employee, trustee or agent of another
corporation or of a partnership, joint venture, trust, nonprofit entity or other
entity, including service with respect to employee benefit plans, against all
liability and loss suffered, and expenses (including attorneys’ fees) actually
and reasonably incurred, by such Covered Person in connection with such
Proceeding.  Notwithstanding the preceding sentence, except as
otherwise provided in Section 9.03, the Corporation shall be required to
indemnify or advance expenses to a Covered Person in connection with a
Proceeding (or part thereof) commenced by such Covered Person (and not by way of
defense) only if the commencement of such Proceeding (or part thereof) by the
Covered Person (i) was authorized in the specific case by the Board, or
(ii) was brought to establish or enforce a right to indemnification under
these Bylaws, the Corporation’s Amended and Restated Articles of Incorporation,
any agreement, the Business Corporation Act of the Republic of the Marshall
Islands or otherwise.




SECTION
9.02. Prepayment of
Expenses.  The Corporation shall to the fullest extent not
prohibited by applicable law pay the expenses (including attorneys’ fees)
actually and reasonably incurred by a Covered Person who was or is made or is
threatened to be made a party to or a witness in or is otherwise involved in any
Proceeding, by reason of the fact that he or she, or a person for whom he or she
is the legal representative, is or was a director or officer of the Corporation
or, while a director or officer of the Corporation, is or was serving at the
request of the Corporation as a director, officer, employee, trustee or agent of
another corporation or of a partnership, joint venture, trust, nonprofit entity
or other entity, including service with respect to employee benefit plans in
advance of its final disposition, provided, however, that, to the extent
required by law, such payment of expenses in advance of the final disposition of
the proceeding shall be made only upon receipt of an undertaking by the Covered
Person to repay all amounts advanced if it should be ultimately determined that
the Covered Person is not entitled to be indemnified under this Article IX
or otherwise.




SECTION
9.03. Claims.  If
a claim for indemnification (following the final disposition of such action,
suit or proceeding) or advancement of expenses under this Article IX is not
paid in full within thirty days after a written claim therefor by the Covered
Person has been presented to the Corporation, the Covered Person may file suit
against the Corporation to recover the unpaid amount of such claim and, if
successful in whole or in part, shall be entitled to be paid the expense of
prosecuting such claim.  In addition, the Covered Person may file suit
against the Corporation to establish a right to indemnification or advancement
of expenses.  In any such action the Corporation shall have the burden
of proving by clear and convincing evidence that the Covered Person is not
entitled to the requested indemnification or advancement of expenses under
applicable law.




SECTION
9.04. Nonexclusivity of
Rights.  The rights conferred on any Covered Person by this
Article IX shall not be exclusive of any other rights which such Covered
Person may have or hereafter acquire under any statute, provision of the
certificate of incorporation, these Bylaws, agreement, vote of shareholders or
disinterested directors or otherwise.




SECTION
9.05.            Other
Sources.  The Corporation’s obligation, if any, to indemnify or
to advance expenses to any Covered Person who was or is serving at its request
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, enterprise or nonprofit entity shall be reduced to the
extent such Covered Person has otherwise actually received payment (under any
insurance policy or otherwise) of the amounts otherwise payable by the
Corporation.






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SECTION
9.06.            Amendment or
Repeal.  Any repeal or modification of the provisions of this
Article  X shall not adversely affect any right or protection hereunder of
any Covered Person in respect of any act or omission occurring prior to the time
of such repeal or modification.




SECTION
9.07.            Other Indemnification and
Prepayment of Expenses.  This Article IX shall not limit
the right of the Corporation, to the extent and in the manner permitted by law,
to indemnify and to advance expenses to persons other than Covered Persons when
and as authorized by appropriate corporate action.




SECTION
9.08.            Insurance.  The
Corporation shall have the power to purchase and maintain insurance on behalf of
any person who is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director or officer against any
liability asserted against such person and incurred by such person in such
capacity whether or not the Corporation would have the power to indemnify such
person against such liability by law or under the provisions of these
Bylaws.




ARTICLE
X




GENERAL
PROVISIONS




SECTION
10.01.          Form.  The
Seal of the Corporation, if any, shall be circular in form, with the name of the
Corporation in the circumference and such other appropriate legend as the Board
may from time to time determine.




SECTION
10.02.          Resignation and Removal of
Officers and Directors.  Any director or officer of the
Corporation may resign as such at any time by giving written notice to the Board
or to the Chief Executive Officer or the Secretary of the Corporation, and any
member of any committee may resign by giving notice either as aforesaid or to
the committee of which he is a member or to the chairman thereof.  Any
such resignation shall take effect at the time specified therein or, if the time
be not specified, upon receipt thereof; and unless otherwise specified therein,
acceptance of such resignation shall not be necessary to make it
effective.




SECTION
10.03.          Fiscal
Year.  The fiscal year of the Corporation shall be such period
of twelve consecutive months as the Board may by resolution
designate.  Initially, the fiscal year of the Corporation shall end on
December 31 of each year.




SECTION
10.04.          Amendments.  These
Bylaws may be amended, added to, altered or repealed, or new Bylaws may be
adopted, solely at any regular or special meeting of the Board by the
affirmative vote of a majority of the entire Board.




SECTION
10.05.          Savings
Clause.  These Bylaws are subject to the provisions of the
Amended and Restated Articles of Incorporation of the Corporation and applicable
law.  If any provision of these Bylaws is inconsistent with the
Business Corporation Act of the Republic of the Marshall Islands, such provision
shall be invalid only to the extent of such conflict, and such conflict shall
not affect the validity of any other provision of these Bylaws.












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