Exhibit 3.2**AMENDED AND RESTATED BYLAWS****OF****CAL DIVE INTERNATIONAL, INC.**(the “Corporation”)Incorporated under the Laws of the State of Delaware**Adopted as of November 20, 2006****ARTICLE I****OFFICES AND RECORDS**     SECTION 1.1 **Offices**. The Corporation may have such offices, either within or without the Stateof Delaware, as the Board of Directors may designate or as the business of the Corporation may fromtime to time require.     SECTION 1.2 **Books and Records**. The books and records of the Corporation may be kept outsidethe State of Delaware at such place or places as may from time to time be designated by the Boardof Directors.**ARTICLE II****STOCKHOLDERS**     SECTION 2.1 **Annual Meeting**. The annual meeting of the stockholders of the Corporation shall beheld on such date and at such place and time as may be fixed by resolution of the Board ofDirectors.     SECTION 2.2 **Special Meeting**. Except as otherwise required by law or provided by the resolutionor resolutions adopted by the Board of Directors designating the rights, powers and preferences ofany series of Preferred Stock and the Certificate of Designations filed by the Corporation withrespect thereto (collectively, a “Certificate of Designations”), and except as set forth in theCorporation’s Certificate of Incorporation, as amended or restated (the “Certificate ofIncorporation”), special meetings of the stockholders may be called only by the Chairman of theBoard of Directors (the “Chairman of the Board”) or by the Board of Directors pursuant to aresolution adopted by a majority of the entire Board of Directors.     SECTION 2.3 **Place of Meeting**. The Board of Directors or the Chairman of the Board, as the casemay be, may designate the place of meeting for any annual meeting or for any special meeting of thestockholders called by the Board of Directors or the Chairman of the Board. If no designation is somade, the place of meeting shall be the principal executive office of the Corporation.     SECTION 2.4 **Notice of Meeting**. Written or printed notice, stating the place, if any, date andtime of the meeting, and the means of remote communications, if any, by which stockholders andproxyholders may be deemed to be present in person and vote at such meeting,
 

 
shall be delivered by the Corporation not less than ten (10) days nor more than sixty (60)days before the date of the meeting, either personally, by mail or by other lawful means, to eachstockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed tobe delivered when deposited in the United States mail with postage thereon prepaid, addressed tothe stockholder at his or her address as it appears on the stock transfer books of the Corporation.Such further notice shall be given as may be required by law. Meetings may be held without noticeif all stockholders entitled to vote are present, or if notice is waived by those not present inaccordance with Section 6.6 of these Bylaws. Any previously scheduled meeting of the stockholdersmay be postponed, and, unless the Certificate of Incorporation otherwise provides, any specialmeeting of the stockholders may be cancelled, by resolution of the Board of Directors upon publicnotice given prior to the date previously scheduled for such meeting of stockholders.     SECTION 2.5 **Quorum and Adjournment**. Except as otherwise provided by law or by the Certificateof Incorporation, the holders of a majority of the total voting power of all classes of thethen-outstanding capital stock of the Corporation entitled to vote generally in the election ofdirectors (the “Voting Stock”), represented in person or by proxy, shall constitute a quorum at ameeting of stockholders, except that when specified business is to be voted on by a class or seriesof stock voting as a separate class or series, the holders of a majority of the then-outstandingshares of such class or series shall constitute a quorum of such class or series for thetransaction of such business. Attendance of a person at a meeting for the express purpose ofobjecting, at the beginning of the meeting, to the transaction of any business because the meetingis not lawfully called or convened shall not constitute the presence of such person for thepurposes of determining whether a quorum exists. The chairman of the meeting or the holders ofshares representing a majority of the votes entitled to be cast by the holders of Voting Stock sopresent may adjourn the meeting from time to time, whether or not there is such a quorum. No noticeof the time and place of adjourned meetings need be given except as required by law; *provided,however*, that if the date of any adjourned meeting is more than thirty (30) days after the date forwhich the meeting was originally noticed, or if a new record date is fixed for the adjournedmeeting, notice of the place, if any, date, and time of the adjourned meeting and the means ofremote communications, if any, by which stockholders and proxyholders may be deemed to be presentin person and vote at such adjourned meeting shall be given in conformity herewith. Thestockholders present at a duly called meeting at which a quorum is present may continue to transactbusiness until adjournment, notwithstanding the withdrawal of enough stockholders to leave lessthan a quorum.     SECTION 2.6 **Conduct of Business**. The chairman of any meeting of stockholders shall determinethe order of business and the procedure at the meeting, including such regulation of the manner ofvoting and the conduct of discussion as seem to him or her in order. The chairman shall have thepower to adjourn the meeting to another place, if any, date and time.     SECTION 2.7 **Proxies**. At all meetings of stockholders, a stockholder may vote by proxy executedin writing (or in such manner prescribed by the General Corporation Law of the State of Delaware)by the stockholder, or by his or her duly authorized attorney-in-fact. Such proxy must be filedwith the Secretary or his or her representative at or before the time of the meeting at which suchproxy will be voted. No proxy shall be valid after eleven (11) months
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from the date of its execution. Each proxy shall be revocable unless expressly providedtherein to be irrevocable or unless otherwise made irrevocable by law.     SECTION 2.8 **Notice of Stockholder Business and Nominations**.          (A) *Annual Meetings of Stockholders*.               (1) Nominations of persons for election to the Board of Directors and the proposal of businessto be considered by the stockholders at an annual meeting of stockholders may be made (a) pursuantto the Corporation’s notice of meeting, (b) by or at the direction of the Board of Directors or (c)by any stockholder of the Corporation who was a stockholder of record at the time of giving of theCorporation’s notice of meeting, who is entitled to vote at the meeting and who complies with thenotice procedures set forth in paragraph (A)(2) of this Section 2.8.               (2) For nominations of persons for election to the Board of Directors or other business to beproperly brought before an annual meeting by a stockholder pursuant to clause (c) of paragraph(A)(1) of this Section 2.8, the stockholder must give timely notice thereof in writing to theSecretary, and such other business must otherwise be a proper matter for stockholder action. To betimely, a stockholder’s notice shall be delivered to the Secretary at the principal executiveoffice of the Corporation not earlier than the close of business on the 120th day, nor later thanthe close of business on the 90th day, prior to the first anniversary of the preceding year’sannual meeting; provided, however, that in the event that the date of any annual meeting is morethan thirty (30) days before or more than thirty (30) days after such anniversary date, notice bythe stockholder, to be timely, must be so delivered not earlier than the close of business on the120th day prior to such annual meeting and not later than the close of business on the later of (a)the close of business on the 90th day prior to such annual meeting and (b) the close of business onthe 10th day following the day on which public announcement of the date of such meeting is firstmade by the Corporation. Except as provided in Section 2.5 of these Bylaws, the public announcementof an adjournment of an annual meeting shall not commence a new time period for the giving of astockholder’s notice as described above. Such stockholder’s notice shall set forth (x) as to eachperson who the stockholder proposes to nominate for election or reelection as a director, allinformation relating to such person that is required to be disclosed in a solicitation of proxiesfor the election of directors in an election contest, or that is otherwise required, in each casepursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “ExchangeAct”), and such nominated person’s written consent to serve as a director if elected; (y) as to anyother business that the stockholder proposes to bring before the meeting, a brief description ofthe business desired to be brought before the meeting, the reasons for conducting such business atthe meeting and any material interest in such business of such stockholder and the beneficialowner, if any, on whose behalf the proposal is made; and (z) as to the stockholder giving thenotice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, (i)the name and address of such stockholder, as they appear on the Corporation’s books, and of suchbeneficial owner, and (ii) the class and number of shares of Voting Stock that are ownedbeneficially and of record by such stockholder and by any such beneficial owner. For purposes ofthese Bylaws, the term “beneficial owner” and “beneficial ownership” shall have the meaningascribed to such terms in Rule 13d-3 under the Exchange Act, and shall be determined in accordancewith such rule.
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               (3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this Section 2.8 tothe contrary, in the event that the number of directors to be elected to the Board of Directors isincreased and there is no public announcement by the Corporation naming all of the Corporation’snominees for director or specifying the size of the increased Board of Directors at least 120 daysprior to the first anniversary of the preceding year’s annual meeting, a stockholder’s noticepursuant to this Section 2.8 shall also be considered timely, but only with respect to nominees forany new seats on the Board of Directors created by such increase, if it is delivered to theSecretary at the principal executive office of the Corporation not later than the close of businesson the 10th day following the day on which such public announcement is first made by theCorporation.          (B) *Special Meetings of Stockholders*. No business other than that stated in the Corporation’snotice of a special meeting of stockholders shall be transacted at such special meeting. If thebusiness stated in the Corporation’s notice of a special meeting of stockholders includes electingone or more directors to the Board of Directors, nominations of persons for election to the Boardof Directors at such special meeting may be made (1) by or at the direction of the Board ofDirectors or (2) by any stockholder of the Corporation who was a stockholder of record at the timeof giving of the Corporation’s notice of meeting, who is entitled to vote at the meeting and whogives timely notice thereof in writing to the Secretary. To be timely, a stockholder’s notice shallbe delivered to the Secretary at the principal executive office of the Corporation not earlier thanthe close of business on the 120th day prior to such special meeting and not later than the closeof business on the later of (a) the close of business on the 90th day prior to such special meetingand (b) the close of business on the 10th day following the day on which public announcement isfirst made of the date of the special meeting and of the nominees proposed by the Board ofDirectors to be elected at such meeting. Such stockholder’s notice shall set forth (x) as to eachperson who the stockholder proposes to nominate for election or reelection as a director, allinformation relating to such person that is required to be disclosed in a solicitation of proxiesfor the election of directors in an election contest, or that is otherwise required, in each casepursuant to Regulation 14A under the Exchange Act, and such nominated person’s written consent toserve as a director if elected; and (y) as to the stockholder giving the notice and the beneficialowner, if any, on whose behalf the nomination is made, (i) the name and address of suchstockholder, as they appear on the Corporation’s books, and of such beneficial owner, and (ii) theclass and number of shares of Voting Stock that are owned beneficially and of record by suchstockholder and by any such beneficial owner. Except as provided in Section 2.5 of these Bylaws,the public announcement of an adjournment of an annual meeting shall not commence a new time periodfor the giving of a stockholder’s notice as described above.          (C) *General*.               (1) Only such persons who are nominated in accordance with the procedures set forth in thisSection 2.8 shall be eligible to serve as directors and only such business shall be conducted at ameeting of stockholders as shall have been brought before the meeting in accordance with theprocedures set forth in this Section 2.8. Except as otherwise provided by law, the Certificate ofIncorporation or these Bylaws, the chairman of the meeting shall have the power and duty todetermine whether a nomination or any business proposed to be brought before the meeting was madeor proposed, as the case may be, in accordance with the
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procedures set forth in this Section 2.8 and, if any proposed nomination or business was notmade or proposed in compliance with this Section 2.8, to declare that such non-compliant proposalor nomination be disregarded.               (2) For purposes of this Section 2.8, “public announcement” shall mean disclosure in a pressrelease reported by the Dow Jones News Service, Associated Press or comparable national newsservice or in a document publicly filed by the Corporation with the Securities and ExchangeCommission pursuant to Section 13, 14 or 15(d) of the Exchange Act.               (3) Notwithstanding the foregoing provisions of this Section 2.8, a stockholder shall alsocomply with all applicable requirements of the Exchange Act and the rules and regulationsthereunder with respect to the nomination of persons for election to the Board of Directors or theproposal of business to be considered by the stockholders at a meeting of stockholders. Nothing inthis Section 2.8 shall be deemed to affect any rights (a) of stockholders to request inclusion ofproposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (b)of the holders of any series of Preferred Stock to elect directors under specified circumstances.          (D) *Helix*. Notwithstanding anything to the contrary contained in these Bylaws, until such timeas the Helix Entities (as defined below) cease to be the beneficial owner of shares representing atleast a majority of the total voting power of the Voting Stock, Helix Energy Solutions Group, Inc.,a Minnesota corporation (“Helix”), shall be entitled to nominate persons for election to the Boardof Directors and propose business to be considered by the stockholders at any meeting ofstockholders without compliance with the notice requirements and procedures of this Section 2.8.“Helix Entities” shall mean any one or more of (1) Helix, (2) any corporation, partnership, jointventure, association or other entity of which Helix is the beneficial owner (directly orindirectly) of 20% or more of the outstanding voting stock, voting power, partnership interests orsimilar voting interests and (3) any other corporation, partnership, joint venture, association orother entity that is controlled by Helix, controls Helix or is under common control with Helix;provided, however, that in no event shall “Helix Entities” include (a) the Corporation, (b) anycorporation, partnership, joint venture, association or other entity of which the Corporation isthe beneficial owner (directly or indirectly) of 20% or more of the outstanding voting stock,voting power, partnership interests or similar voting interests or (c) any other corporation,partnership, joint venture, association or other entity that is controlled by the Corporation. Forpurposes of this definition of “Helix Entities,” the term “control” (including the terms“controlling,” “controlled by” and “under common control with”) means the possession, direct orindirect, of the power to direct or cause the direction of the management and policies of anentity, whether through the ownership of voting securities, by contract, or otherwise.     SECTION 2.9 **Procedure for Election of Directors; Required Vote**. Election of directors at allmeetings of the stockholders at which directors are to be elected shall be by ballot. Except asotherwise provided by law, the Certificate of Incorporation, any Certificate of Designations orthese Bylaws, in all matters other than the election of directors, the affirmative vote of theholders of at least a majority of the total voting power of the Voting Stock actually present inperson or represented by proxy at the meeting and entitled to vote on the matter shall be the actof the stockholders. Except as otherwise provided by law, the Certificate of Incorporation, anyCertificate of Designations or these Bylaws, at each meeting of stockholders
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for the election of directors at which a quorum is present, the persons receiving a pluralityof the total voting power of the Voting Stock actually present in person or represented by proxy atthe meeting and entitled to vote on the election of directors shall be the act of the stockholders.No stockholder shall be entitled to exercise any right of cumulative voting. Every reference inthese Bylaws to a majority or other proportion of shares, or a majority or other proportion of thevotes of shares, of Voting Stock (or any one or more classes or series of Voting Stock) shall referto such majority or other proportion of the votes to which such shares of Voting Stock entitletheir holders to cast as provided in the Certificate of Incorporation.     SECTION 2.10 **Inspectors of Elections; Opening and Closing the Polls**. The Board of Directors byresolution shall appoint one or more inspectors, which inspector or inspectors may includeindividuals who serve the Corporation in other capacities, including, without limitation, asofficers, employees, agents or representatives, to act at the meetings of stockholders and make awritten report thereof. One or more persons may be designated as alternate inspectors to replaceany inspector who fails to act. If no inspector or alternate has been appointed to act or is ableto act at a meeting of stockholders, the chairman of the meeting shall appoint one or moreinspectors to act at the meeting. Each inspector, before discharging his or her duties, shall takeand sign an oath faithfully to execute the duties of inspector with strict impartiality andaccording to the best of his or her ability. The inspectors shall have the duties prescribed bylaw.     The chairman of the meeting shall fix and announce at the meeting the date and time of theopening and the closing of the polls for each matter upon which the stockholders will vote at ameeting.     SECTION 2.11 **Stockholder Action by Written Consent**. Any action required or permitted to betaken by stockholders at any annual or special meeting of stockholders may be taken without ameeting, without prior notice and without a vote, if a consent or consents in writing, settingforth the action so taken, shall be signed by the holders of outstanding capital stock having notless than the minimum number of votes that would be necessary to authorize or take such action at ameeting at which all shares of capital stock entitled to vote thereon were present and voted;*provided*, *however*, that except as otherwise provided by a Certificate of Designations, from andafter the date that the Helix Entities collectively cease to be the beneficial owner of sharesrepresenting at least a majority of the total voting power of the Voting Stock, any action requiredor permitted to be taken by stockholders may be effected only at a duly called annual or specialmeeting of stockholders and may not be effected by a written consent or consents by stockholders inlieu of such a meeting. All written consents authorized by this Section 2.11 shall be delivered tothe Corporation by delivery to its registered office, its principal place of business or theSecretary. Delivery made to a corporation’s registered office shall be by hand or by certified orregistered mail, return receipt requested.     Prompt notice of the taking of any corporate action without a meeting by less than unanimouswritten consent shall be given to those stockholders who have not consented in writing and who, ifthe action had been taken at a meeting, would have been entitled to notice of the meeting if therecord date for such meeting had been the date that written consents signed by a sufficient numberof stockholders to take the action were delivered to the Corporation as provided in this Section2.11. In the event that the action that is consented to is such as would
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have required the filing of a certificate under the General Corporation Law of the State ofDelaware that such action had been voted on by stockholders or by members at a meeting thereof, thecertificate filed shall state, in lieu of any statement concerning any vote of stockholders ormembers, that written consent has been given in accordance with the General Corporation Law of theState of Delaware.     SECTION 2.12 **Stock List**. A complete list of stockholders entitled to vote at any meeting ofstockholders, arranged in alphabetical order for each class of stock and showing the address ofeach such stockholder and the number of shares registered in his or her name, shall be open to theexamination of any such stockholder for a period of at least 10 days prior to the meeting in themanner provided by law. The stock list shall also be open to the examination of any stockholderduring the whole time of the meeting as provided by law. This list shall presumptively determinethe identity of the stockholders entitled to vote at the meeting and the number of shares held byeach of them. So long the Helix Entities collectively are the beneficial owner of sharesrepresenting at least a majority of the total voting power of the Voting Stock, upon the request ofHelix, the stock list shall be provided to Helix promptly.**ARTICLE III****BOARD OF DIRECTORS**     SECTION 3.1 **General Powers**. The business and affairs of the Corporation shall be managed underthe direction of the Board of Directors. In addition to the powers and authorities expresslyconferred upon the Board of Directors by these Bylaws, the Board of Directors may exercise all suchpowers of the Corporation and do all such lawful acts and things as are not by law, the Certificateof Incorporation or these Bylaws required to be exercised or done by the stockholders.     SECTION 3.2 **Number, Tenure and Qualifications**. Subject to the rights of the holders of anyseries of Preferred Stock to elect directors under specified circumstances, the number of directorsshall be fixed, and may be increased or decreased from time to time, exclusively by a resolutionadopted by a majority of the entire Board of Directors. The directors, other than those who may beelected by the holders of any series of Preferred Stock under specified circumstances, shall beapportioned, with respect to the time for which they severally hold office, into three classes, asnearly equal in number as is possible and designated Class I, Class II and Class III. Class I shallbe initially elected for a term expiring at the annual meeting of stockholders to be held in 2007,Class II shall be initially elected for a term expiring at the annual meeting of stockholders to beheld in 2008, and Class III shall be initially elected for a term expiring at the annual meeting ofstockholders to be held in 2009. Members of each class shall hold office until their successors areelected and qualified. At each succeeding annual meeting of the stockholders of the Corporation,the successors of the class of directors whose term expires at that meeting shall be elected for aterm expiring at the annual meeting of stockholders held in the third year following the year oftheir election. In case of any increase or decrease, from time to time, in the number of directors,other than those who may be elected by the holders of any series of Preferred Stock under specifiedcircumstances, the number of directors added to or eliminated from each class shall be apportionedso that the number of directors in each class thereafter shall be as nearly equal as possible.
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     SECTION 3.3 **Regular Meetings**. Regular meetings of the Board of Directors shall be held at suchplace or places, on such date or dates, and at such time or times as shall have been established bythe Board of Directors and publicized among all directors. A notice of each regular meeting shallnot be required.     SECTION 3.4 **Special Meetings**. Special meetings of the Board of Directors shall be called bythe Chairman of the Board, the Chief Executive Officer, a majority of the Board of Directors thenin office or, until the Helix Entities cease to be the beneficial owner of shares representing atleast a majority of the total voting power of the Voting Stock, Helix. The person or personsauthorized to call special meetings of the Board of Directors may fix the place and time of themeetings.     SECTION 3.5 **Notice**. Notice of any special meeting of directors shall be given to each directorat his or her business or residence (as he or she may specify) in writing by hand delivery,first-class mail, overnight mail or courier service, confirmed facsimile transmission or electronictransmission or orally by telephone. If mailed by first-class mail, such notice shall be deemedadequately delivered when deposited in the United States mail so addressed, with postage thereonprepaid, at least five (5) days before such meeting. If given by overnight mail or courier service,such notice shall be deemed adequately delivered when the notice is delivered to the overnight mailor courier service company at least twenty-four (24) hours before such meeting. If given bytelephone, hand delivery or confirmed facsimile transmission or electronic transmission, suchnotice shall be deemed adequately delivered when the notice is transmitted at least twenty-four(24) hours before such meeting. Neither the business to be transacted at, nor the purpose of, anyregular or special meeting of the Board of Directors need be specified in the notice of suchmeeting, except for amendments to these Bylaws, as provided under Section 8.1. A meeting may beheld at any time without notice if all the directors are present or if those not present waivenotice of the meeting in accordance with Section 6.6 of these Bylaws.     SECTION 3.6 **Action by Consent of Board of Directors**. Any action required or permitted to betaken at any meeting of the Board of Directors, or of any committee thereof, may be taken without ameeting if all members of the Board or committee, as the case may be, consent thereto in writing orby electronic transmission, and the writing or writings or electronic transmission or transmissionsare filed with the minutes of proceedings of the Board or committee. Such filing shall be in paperform if the minutes are maintained in paper form and shall be in electronic form if the minutes aremaintained in electronic form.     SECTION 3.7 **Conference Telephone Meetings**. Members of the Board of Directors, or any committeethereof, may participate in a meeting of the Board of Directors, or such committee, by means ofconference telephone or similar communications equipment by means of which all personsparticipating in the meeting can hear each other, and such participation in a meeting shallconstitute presence in person at such meeting.     SECTION 3.8 **Quorum; Voting**. Subject to Section 3.9, at all meetings of the Board of Directors,the presence of a majority of the total number of directors shall constitute a quorum for thetransaction of business, but if at any meeting of the Board of Directors there shall be less than aquorum present, the directors present thereat may adjourn the meeting from time to time withoutfurther notice. Attendance of a director at a meeting for the express purpose of objecting,
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at the beginning of the meeting, to the transaction of any business because the meeting is notlawfully called or convened shall not constitute the presence of such director for the purposes ofdetermining whether a quorum exists. The act of a majority of directors present at a meeting atwhich there is a quorum shall be the act of the Board of Directors.     SECTION 3.9 **Vacancies**. Except as otherwise provided by a Certificate of Designations, newlycreated directorships resulting from any increase in the authorized number of directors or anyvacancies in the Board of Directors resulting from death, resignation, retirement,disqualification, removal from office or other cause shall be filled solely by the affirmative voteof a majority of the remaining directors then in office, even though less than a quorum of theBoard of Directors, or by the sole remaining director; provided, however, that, until the HelixEntities collectively cease to be the beneficial owner of shares representing at least a majorityof the total voting power of the Voting Stock, if such vacancy was caused by an action of thestockholders, such vacancy shall be filled only by the affirmative vote of the holders of at leasta majority of the total voting power of the Voting Stock. Any director so chosen shall hold officeuntil his or her successor shall be elected and qualified and, if the Board of Directors at suchtime is classified, until the next election of the class for which such director shall have beenchosen. No decrease in the number of directors shall shorten the term of any incumbent director.     SECTION 3.10 **Committees of the Board of Directors**. The Board of Directors may from time totime designate committees of the Board of Directors, with such lawfully delegable powers and dutiesas it thereby confers, to serve at the pleasure of the Board of Directors and shall, for thosecommittees and any others provided for herein, elect a director or directors to serve as the memberor members, designating, if it desires, other directors as alternate members who may replace anyabsent or disqualified member at any meeting of the committee. In the absence or disqualificationof any member of any committee and any alternate member in his or her place, the member or membersof the committee present at the meeting and not disqualified from voting, whether or not he, she orthey constitute a quorum, may by unanimous vote appoint another member of the Board of Directors toact at the meeting in the place of the absent or disqualified member.     Each committee may determine the procedural rules for meeting and conducting its business andshall act in accordance therewith, except as otherwise provided herein or required by law. Adequateprovision shall be made for notice to members of all meetings; one-third (1/3) of the members shallconstitute a quorum unless the committee shall consist of one (1) or two (2) members, in whichevent one (1) member shall constitute a quorum; and all matters shall be determined by a majorityvote of the members present.     No committee shall have the power or authority in reference to any of the following matters:(a) approving or adopting, or recommending to the stockholders, any action or matter (other thanthe election or removal of directors) expressly required by General Corporation Law of the State ofDelaware to be submitted to stockholders for approval or (b) altering, amending or repealing anyBylaw, or adopting any new Bylaw.     SECTION 3.11 **Removal**. Except as otherwise provided by a Certificate of Designations, anydirector or the entire Board of Directors may be removed from office at any
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time with or without cause, but only by the affirmative vote of the holders of at least amajority of the total voting power of the Voting Stock; provided, however, that, from and after thedate that the Helix Entities collectively cease to be the beneficial owner of shares representingat least a majority of the total voting power of the Voting Stock, any director or the entire Boardof Directors may be removed from office only for cause and only by the affirmative vote of theholders of at least 80% of the total voting power of the Voting Stock.     SECTION 3.12 **Records**. The Board of Directors shall cause to be kept a record containing theminutes of the proceedings of the meetings of the Board of Directors, and of any committee thereof,and of the stockholders, appropriate stock books and registers and such books of records andaccounts as may be necessary for the proper conduct of the business of the Corporation.     SECTION 3.13 **Compensation**. The Board of Directors shall have authority to determine from timeto time the amount of compensation, if any, that shall be paid to its members for their services asdirectors and as members of standing or special committees of the Board of Directors. The Board ofDirectors shall also have power, in its discretion, to provide for and to pay to directorsrendering services to the Corporation not ordinarily rendered by directors as such, specialcompensation appropriate to the value of such services as determined by the Board of Directors fromtime to time. Nothing herein contained shall be construed to preclude any directors from servingthe Corporation in any other capacity and receiving compensation therefor.**ARTICLE IV****OFFICERS**     SECTION 4.1 **Elected Officers**. The elected officers of the Corporation shall be a Chairman ofthe Board, a Chief Executive Officer, a President, a Secretary, a Treasurer and such other officers(including, without limitation, one or more Vice Presidents, a Chief Operating Officer and a ChiefFinancial Officer) as the Board of Directors from time to time may deem proper. The Chairman of theBoard shall be chosen from among the directors. All officers elected by the Board of Directorsshall each have such powers and duties as generally pertain to their respective offices, subject tothe specific provisions of this Article IV. Such officers shall also have such powers and duties asfrom time to time may be conferred by the Board of Directors or by any committee thereof. The Boardof Directors, or any committee thereof, may from time to time elect, or the Chairman of the Boardor Chief Executive Officer may appoint, such other officers (including one or more Assistant VicePresidents, Assistant Secretaries, Assistant Treasurers and Assistant Controllers) and such agents,as may be necessary or desirable for the conduct of the business of the Corporation. Such otherofficers and agents shall have such duties and shall hold their offices for such terms as shall beprovided in these Bylaws or as may be prescribed by the Board of Directors, or such committee, orby the Chairman of the Board or Chief Executive Officer, as the case may be.     SECTION 4.2 **Election and Term of Office**. The elected officers of the Corporation shall beelected annually by the Board of Directors at the regular meeting of the Board of Directors heldafter the annual meeting of the stockholders. If the election of officers shall not be
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held at such meeting, such election shall be held as soon thereafter as convenient. Eachofficer shall hold office until his or her successor shall have been duly elected and shall havequalified or until his or her death or until he or she shall resign, but any officer may be removedfrom office at any time by the affirmative vote of a majority of the members of the Board ofDirectors or, except in the case of an officer or agent elected by the Board, by the Chairman ofthe Board or Chief Executive Officer. Such removal shall be without prejudice to the contractualrights, if any, of the person so removed.     SECTION 4.3 **Chairman of the Board**. The Chairman of the Board shall preside at all meetings ofthe stockholders and of the Board of Directors. The Chairman of the Board shall have such otherpowers and duties as may from time to time be prescribed by the Board of Directors, upon writtendirections given to him pursuant to resolutions duly adopted by the Board of Directors.     SECTION 4.4 **Chief Executive Officer**. The Chief Executive Officer, subject to the control ofthe Board of Directors, shall act in a general executive capacity and shall control the businessand affairs of the Corporation. In the absence of the Chairman of the Board, the Chief ExecutiveOfficer shall preside at all meetings of the Board of Directors and of the stockholders. He or shemay also preside at any such meeting attended by the Chairman of the Board if he or she is sodesignated by the Chairman. The Chief Executive Officer shall have the power to appoint and removesubordinate officers, agents and employees, except those elected by the Board of Directors. TheChief Executive Officer shall keep the Board of Directors fully informed and shall consult withthem concerning the business of the Corporation.     SECTION 4.5 **President**. The President shall have general supervision over strategic planningand implementation, administration and the accounting and finance operations of the Corporation,and shall see that all resolutions of the board of directors are carried into effect. The Presidentshall have such other duties as may be determined from time to time by resolution of the Board ofDirectors not inconsistent with these Bylaws. The President, in the absence or incapacity of theChief Executive Officer, shall also perform the duties of that office. He or she may sign with theSecretary or any other officer of the Corporation thereunto authorized by the Board of Directors,certificates for shares of the Corporation and any deeds, bonds, mortgages, contracts, checks,notes, drafts or other instruments that the Board of Directors has authorized to be executed,except in cases where the signing and execution thereof has been expressly delegated by theseBylaws or by the Board of Directors to some other officer or agent of the Corporation, or shall berequired by law to be otherwise executed. He or she shall vote, or give a proxy to any otherofficer of the Corporation to vote, all shares of stock of any other corporation standing in thename of the Corporation and in general he or she shall perform all other duties normally incidentto the office of President and such other duties as may be prescribed by the Board of Directorsfrom time to time.     SECTION 4.6 **Vice-Presidents**. Each Vice President shall have such powers and shall perform suchduties as shall be assigned to him by the Board of Directors.     SECTION 4.7 **Chief Operating Officer**. The Chief Operating Officer, if one is elected, shallreport to the Chief Executive Officer, in the event that he or she is also the President, or to theChief Executive Officer and the President, in the event that he or she is not
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also the President, and shall have general supervision of the day-to-day operation of theactivities of the Corporation and shall perform such duties, and shall have such other authorityand powers, as the President (in the event that he or she is not also the Chief Executive Officer),the Chief Executive Officer or the Board of Directors may from time to time prescribe. The ChiefOperating Officer, with the approval of either the Chief Executive Officer or the President, shallhave authority to execute instruments, documents, agreements and contracts, in the name of theCorporation, to the same extent as the President or any Vice President.     SECTION 4.8 **Chief Financial Officer**. The Chief Financial Officer, if any, shall act in anexecutive financial capacity. He or she shall assist the Chairman of the Board and the ChiefExecutive Officer in the general supervision of the Corporation’s financial policies and affairs.     SECTION 4.9 **Treasurer**. The Treasurer shall exercise general supervision over the receipt,custody and disbursement of corporate funds. The Treasurer shall cause the funds of the Corporationto be deposited in such banks as may be authorized by the Board of Directors, or in such banks asmay be designated as depositaries in the manner provided by resolution of the Board of Directors.He or she shall have such further powers and duties and shall be subject to such directions as maybe granted or imposed upon him from time to time by the Board of Directors, the Chairman of theBoard or the Chief Executive Officer.     SECTION 4.10 **Secretary**. The Secretary shall keep, or cause to be kept, in one or more booksprovided for that purpose, the minutes of all meetings of the Board of Directors, the committees ofthe Board of Directors and the stockholders; he or she shall see that all notices are duly given inaccordance with the provisions of the Certificate of Incorporation, these Bylaws and as required bylaw; he or she shall be custodian of the records and the seal of the Corporation and affix andattest the seal to all stock certificates of the Corporation (unless the seal of the Corporation onsuch certificates shall be a facsimile, as hereinafter provided) and affix and attest the seal toall other documents to be executed on behalf of the Corporation under its seal; and he or she shallsee that the books, reports, statements, certificates and other documents and records required bylaw to be kept and filed are properly kept and filed; and in general, he or she shall perform allthe duties incident to the office of Secretary and such other duties as from time to time may beassigned to him by the Board of Directors, the Chairman of the Board or the Chief ExecutiveOfficer.     SECTION 4.11 **Removal**. Any officer elected, or agent appointed, by the Board of Directors maybe removed by the affirmative vote of a majority of the entire Board of Directors whenever, intheir judgment, the best interests of the Corporation would be served thereby. Any officer or agentappointed by the Chairman of the Board or the Chief Executive Officer may be removed by himwhenever, in his or her judgment, the best interests of the Corporation would be served thereby. Noelected officer shall have any contractual rights against the Corporation for compensation byvirtue of such election beyond the date of the election of his or her successor or his or herdeath, resignation or removal, whichever event shall first occur, except as otherwise provided inan employment contract or under an employee deferred compensation plan.     SECTION 4.12 **Vacancies**. Any newly created elected office and any vacancy in any elected officebecause of death, resignation or removal may be filled by the Board of Directors for the unexpiredportion of the term at any meeting of the Board of Directors. Any vacancy in
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an office appointed by the Chairman of the Board or the Chief Executive Officer because ofdeath, resignation or removal may be filled by the Chairman of the Board or the Chief ExecutiveOfficer.**ARTICLE V****STOCK**     SECTION 5.1 **Stock Certificates and Transfers**. The interest of each stockholder of theCorporation may be certificated or uncertificated. Certificates for shares of stock shall be insuch form as the appropriate officers of the Corporation may from time to time prescribe. Subjectto the satisfaction of any additional requirements specified in the Certificate of Incorporation,the shares of the stock of the Corporation shall be transferred on the books of the Corporation bythe holder thereof in person or by his or her attorney, and, in the case of stock represented by acertificate, upon surrender for cancellation of certificates for at least the same number ofshares, with an assignment and power of transfer endorsed thereon or attached thereto, dulyexecuted, with such proof of the authenticity of the signature as the Corporation or its agents mayreasonably require.     For the purpose of facilitating the execution of stock certificates, the certificates of stockshall be signed, countersigned and registered in such manner as the Board of Directors may byresolution prescribe, which resolution may permit all or any of the signatures on such certificatesto be in facsimile. In case any officer, transfer agent or registrar who has signed or whosefacsimile signature has been placed upon a certificate has ceased to be such officer, transferagent or registrar before such certificate is issued, it may be issued by the Corporation with thesame effect as if he or she were such officer, transfer agent or registrar at the date of issue.     SECTION 5.2 **Record Date**. In order that the Corporation may determine the stockholders entitledto notice of or to vote at any meeting of stockholders, or to receive payment of any dividend orother distribution or allotment of any rights or to exercise any rights in respect of any change,conversion or exchange of stock or for the purpose of any other lawful action, the Board ofDirectors may, except as otherwise required by law, fix a record date, which record date shall notprecede the date on which the resolution fixing the record date is adopted by the Board ofDirectors and which record date shall not be more than sixty (60) nor less than ten (10) daysbefore the date of such meeting of stockholders, nor more than sixty (60) days prior to the timefor such other action as described above; *provided, however,*that if no record date is fixed by theBoard of Directors, the record date for determining stockholders entitled to notice of or to voteat a meeting of stockholders shall be at the close of business on the day next preceding the day onwhich notice is given or, if notice is waived, at the close of business on the day next precedingthe day on which the meeting is held, and, for determining stockholders entitled to receive paymentof any dividend or other distribution or allotment of rights or to exercise any rights of change,conversion or exchange of stock or for any other purpose, the record date shall be at the close ofbusiness on the day on which the Board of Directors adopts a resolution relating thereto.
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     A determination of stockholders of record entitled to notice of or to vote at a meeting ofstockholders shall apply to any adjournment of the meeting; provided, however, that the Board ofDirectors may fix a new record date for the adjourned meeting.     SECTION 5.3 **Lost, Stolen or Destroyed Certificates**. No certificate for shares of stock in theCorporation shall be issued in place of any certificate alleged to have been lost, destroyed orstolen, except on production of such evidence of such loss, destruction or theft and on delivery tothe Corporation of a bond of indemnity in such amount, upon such terms and secured by such surety,as the Board of Directors, or any financial officer of the Corporation, may in its, or his or her,discretion require.**ARTICLE VI****MISCELLANEOUS PROVISIONS**     SECTION 6.1 **Fiscal Year**. The fiscal year of the Corporation shall be as fixed by the Board ofDirectors.     SECTION 6.2 **Dividends**. The Board of Directors may from time to time declare, and theCorporation may pay, dividends on its outstanding shares in the manner and upon the terms andconditions provided by law and the Certificate of Incorporation.     SECTION 6.3 **Seal**. The Corporation shall have no corporate seal.     SECTION 6.4 **Facsimile Signatures**. In addition to the provisions for use of facsimilesignatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officeror officers of the Corporation may be used whenever and as authorized by the Board of Directors orany committee thereof.     SECTION 6.5 **Reliance upon Books, Reports and Records**. The Board of Directors, each committeethereof, each member of the Board of Directors and such committees and each officer of theCorporation shall, in the performance of its, his or her duties, be fully protected in relying ingood faith upon the books of account or other records of the Corporation and upon such information,opinions, reports or documents presented to it or them by any of the Corporation’s officers oremployees, by any committee of the Board of Directors or by any other person as to matters that theBoard, such committee, such member or such officer reasonably believes are within such otherperson’s professional or expert competence and who has been selected with reasonable care by or onbehalf of the Corporation.     SECTION 6.6 **Waiver of Notice**. Whenever any notice is required to be given to any stockholderor director of the Corporation under the provisions of the General Corporation Law of the State ofDelaware, the Certificate of Incorporation or these Bylaws, a waiver thereof in writing, signed bythe person or persons entitled to such notice, or a waiver by electronic transmission by the personentitled to notice, whether before or after the time stated therein, shall be deemed equivalent tothe giving of such notice. Neither the business to be transacted at, nor the purpose of, any annualor special meeting of the stockholders or the Board of Directors or committee thereof need bespecified in any waiver of notice of such meeting. Attendance of a person at a meeting shallconstitute a waiver of notice of such meeting, except when the person
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attends a meeting for the express purpose of objecting at the beginning of the meeting, to thetransaction of any business because the meeting is not lawfully called or convened.     SECTION 6.7 **Audits**. The accounts, books and records of the Corporation shall be audited uponthe conclusion of each fiscal year by an independent certified public accountant selected by theBoard of Directors, or a committee thereof, and it shall be the duty of the Board of Directors, orsuch committee, to cause such audit to be done annually.     SECTION 6.8 **Resignations**. Any director or any officer, whether elected or appointed, mayresign at any time by giving written notice of such resignation to the Chairman of the Board, theChief Executive Officer or the Secretary, and such resignation shall be deemed to be effective asof the close of business on the date said notice is received by the Chairman of the Board, theChief Executive Officer or the Secretary, or at such later time as is specified therein. No formalaction shall be required of the Board of Directors or the stockholders to make any such resignationeffective.     SECTION 6.9 **Indemnification and Insurance**.          (A) Each person who was or is made a party, or is threatened to be made a party to, or isinvolved, in any action, suit or proceeding, whether civil, criminal, administrative orinvestigative (hereinafter a “proceeding”), by reason of the fact that he or she or a person ofwhom 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 Corporationas a director, officer, employee or agent of another corporation or of a partnership, limitedliability company, joint venture, trust or other enterprise, including service with respect toemployee benefit plans maintained or sponsored by the Corporation, whether the basis of suchproceeding is alleged action in an official capacity as a director, officer, employee or agent orin any other capacity while serving as a director, officer, employee or agent, shall be indemnifiedand held harmless by the Corporation to the fullest extent authorized by the General CorporationLaw of the State of Delaware as the same exists or may hereafter be amended (but, in the case ofany such amendment, only to the extent that such amendment permits the Corporation to providebroader indemnification rights than said law permitted the Corporation to provide prior to suchamendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines,ERISA excise taxes or penalties and amounts paid or to be paid in settlement) actually andreasonably incurred or suffered by such person in connection therewith, and such indemnificationshall continue as to a person who has ceased to be a director, officer, employee or agent and shallinure to the benefit of his or her heirs, executors and administrators; *provided, however*, thatexcept as provided in paragraph (C) of this Section 6.9, the Corporation shall indemnify any suchperson seeking indemnification in connection with a proceeding (or part thereof) initiated by suchperson only if such proceeding (or part thereof) was authorized by the Board of Directors. Theright to indemnification conferred in this Section 6.9 shall be a contract right and shall includethe right to be paid by the Corporation the expenses incurred in defending any such proceeding inadvance of its final disposition, such advances to be paid by the Corporation within twenty (20)days after the receipt by the Corporation of a statement or statements from the claimant requestingsuch advance or advances from time to time; *provided, however*, that if the General Corporation Lawof the State of Delaware requires, the payment of such expenses incurred by a director or officerin his or her capacity as a director or officer (and
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not in any other capacity in which service was or is rendered by such person while a directoror officer, including, without limitation, service to an employee benefit plan) in advance of thefinal disposition of a proceeding, shall be made only upon delivery to the Corporation of anundertaking by or on behalf of such director or officer, to repay all amounts so advanced if itshall ultimately be determined that such director or officer is not entitled to be indemnifiedunder this Section 6.9 or otherwise.          (B) To obtain indemnification under this Section 6.9, a claimant shall submit to theCorporation a written request, including therein or therewith such documentation and information asis reasonably available to the claimant and is reasonably necessary to determine whether and towhat extent the claimant is entitled to indemnification. Upon written request by a claimant forindemnification pursuant to the first sentence of this paragraph (B), a determination, if requiredby applicable law, with respect to the claimant’s entitlement thereto shall be made as follows: (1)if requested by the claimant, by Independent Counsel (as hereinafter defined), or (2) if no requestis made by the claimant for a determination by Independent Counsel, (i) by the Board of Directorsby a majority vote of a quorum consisting solely of Disinterested Directors (as hereinafterdefined), or (ii) if a quorum of the Board of Directors consisting of Disinterested Directors isnot obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, byIndependent Counsel in a written opinion to the Board of Directors, a copy of which shall bedelivered to the claimant, or (iii) if a quorum of Disinterested Directors so directs, by thestockholders of the Corporation. In the event the determination of entitlement to indemnificationis to be made by Independent Counsel at the request of the claimant, the Independent Counsel shallbe selected by the Board of Directors unless there shall have occurred within two (2) years priorto the date of the commencement of the action, suit or proceeding for which indemnification isclaimed a Change in Control (as hereinafter defined), in which case the Independent Counsel shallbe selected by the claimant unless the claimant shall request that such selection be made by theBoard of Directors. If it is so determined that the claimant is entitled to indemnification,payment to the claimant shall be made within ten (10) days after such determination.          (C) If a claim under paragraph (A) of this Section 6.9 is not paid in full by the Corporationwithin thirty (30) days after a written claim pursuant to paragraph (B) of this Section 6.9 hasbeen received by the Corporation, the claimant may at any time thereafter bring suit against theCorporation to recover the unpaid amount of the claim and, if successful in whole or in part, theclaimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be adefense to any such action (other than an action brought to enforce a claim for expenses incurredin defending any proceeding in advance of its final disposition where the required undertaking, ifany is required, has been tendered to the Corporation) that the claimant has not met the standardof conduct that makes it permissible under the General Corporation Law of the State of Delaware forthe Corporation to indemnify the claimant for the amount claimed, but the burden of proving suchdefense shall be on the Corporation. Neither the failure of the Corporation (including its Board ofDirectors, Independent Counsel or stockholders) to make a determination prior to the commencementof such action that indemnification of the claimant is proper in the circumstances because he orshe has met the applicable standard of conduct set forth in the General Corporation Law of theState of Delaware, nor an actual determination by the Corporation (including its Board ofDirectors, Independent Counsel or stockholders) that the
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claimant has not met such applicable standard of conduct, shall be a defense to the action orcreate a presumption that the claimant has not met the applicable standard of conduct.          (D) If a determination is made pursuant to paragraph (B) of this Section 6.9 that the claimantis entitled to indemnification, the Corporation shall be bound by such determination in anyjudicial proceeding commenced pursuant to paragraph (C) of this Section 6.9.          (E) The Corporation shall be precluded from asserting in any judicial proceeding commencedpursuant to paragraph (C) of this Section 6.9 that the procedures and presumptions of this Section6.9 are not valid, binding and enforceable and shall stipulate in such proceeding that theCorporation is bound by all the provisions of this Section 6.9.          (F) The right to indemnification and the payment of expenses incurred in defending aproceeding in advance of its final disposition conferred in this Section 6.9 shall not be exclusiveof any other right that any person may have or hereafter acquire under any statute, provision ofthe Certificate of Incorporation, these Bylaws, any agreement or vote of stockholders orDisinterested Directors, or otherwise. No repeal or modification of this Section 6.9 shall in anyway diminish or adversely affect the rights of any director, officer, employee or agent of theCorporation hereunder in respect of any occurrence or matter arising prior to any such repeal ormodification.          (G) The Corporation may maintain insurance, at its expense, to protect itself and anydirector, officer, employee or agent of the Corporation or another corporation, partnership,limited liability company, joint venture, trust or other enterprise against any expense, liabilityor loss, whether or not the Corporation would have the power to indemnify such person against suchexpense, liability or loss under the General Corporation Law of the State of Delaware. To theextent that the Corporation maintains any policy or policies providing such insurance, each suchdirector or officer, and each such agent or employee to which rights to indemnification have beengranted as provided in paragraph (H) of this Section 6.9, shall be covered by such policy orpolicies in accordance with its or their terms to the maximum extent of the coverage thereunder forany such director, officer, employee or agent.          (H) The Corporation may, to the extent authorized from time to time by the Board of Directors,grant rights to indemnification, and rights to be paid by the Corporation the expenses incurred indefending any proceeding in advance of its final disposition, to any employee or agent of theCorporation to the fullest extent of the provisions of this Section 6.9 with respect to theindemnification and advancement of expenses of directors and officers of the Corporation.          (I) If any provision or provisions of this Section 6.9 shall be held to be invalid, illegal orunenforceable for any reason whatsoever: (1) the validity, legality and enforceability of theremaining provisions of this Section 6.9 (including, without limitation, each portion of anyparagraph of this Section 6.9 containing any such provision held to be invalid, illegal orunenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in anyway be affected or impaired thereby; and (2) to the fullest extent possible, the provisions of thisSection 6.9 (including, without limitation, each such portion of any paragraph of this
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Section 6.9 containing any such provision held to be invalid, illegal or unenforceable) shall beconstrued so as to give effect to the intent manifested by the provision held invalid, illegal orunenforceable.          (J) For purposes of this Section 6.9:               (1) “Change in Control” means any of the following events:                    (i) The acquisition in one or more transactions by any “Person” (as the term person is usedfor purposes of Section 13(d) or 14(d) of the Exchange Act), other than the Helix Entities, ofbeneficial ownership of shares representing at least a majority of the total voting power of theVoting Stock; or                    (ii) Consummation by the Corporation, in a single transaction or series of relatedtransactions, of (A) a merger or consolidation involving the Corporation if the stockholders of theCorporation immediately prior to such merger or consolidation do not own, directly or indirectly,immediately following such merger or consolidation, at least a majority of the total voting powerof the outstanding voting securities of the entity resulting from such merger or consolidation or(B) a sale, conveyance, lease, license, exchange or transfer (for cash, shares of stock, securitiesor other consideration) of a majority or more of the assets or earning power of the Corporation.Notwithstanding the foregoing, a “Change in Control” shall not be deemed to occur solely because amajority or more of the total voting power of the Voting Stock is acquired by (a) a trustee orother fiduciary holding securities under one or more employee benefit plans maintained by theCorporation or any of its subsidiaries or (b) any corporation that, immediately prior to suchacquisition, is owned directly or indirectly by the stockholders of the Corporation in the sameproportion as their ownership of stock in the Corporation immediately prior to such acquisition.               (2) “Disinterested Director” means a director of the Corporation who is not and was not aparty to the matter in respect of which indemnification is sought by the claimant.               (3) “Independent Counsel” means a law firm, a member of a law firm, or an independent legalpractitioner, that is experienced in matters of corporation law and shall include any person who,under the applicable standards of professional conduct then prevailing, would not have a conflictof interest in representing either the Corporation or the claimant in an action to determine theclaimant’s rights under this Section 6.9.          (K) Any notice, request or other communication required or permitted to be given to theCorporation under this Section 6.9 shall be in writing and either delivered in person or sent bytelecopy, telex, telegram, overnight mail or courier service, or certified or registered mail,postage prepaid, return receipt requested, to the Secretary and shall be effective only uponreceipt by the Secretary.
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**ARTICLE VII****CONTRACTS, PROXIES, ETC.**     SECTION 7.1 **Contracts**. Except as otherwise required by law, the Certificate of Incorporationor these Bylaws, any contracts or other instruments may be executed and delivered in the name andon the behalf of the Corporation by such officer or officers of the Corporation as the Board ofDirectors may from time to time specify. Such authority may be general or confined to specificinstances as the Board of Directors may determine. The Chairman of the Board, the Chief ExecutiveOfficer or such other persons as the Board of Directors may authorize may execute bonds, contracts,deeds, leases and other instruments to be made or executed for or on behalf of the Corporation.Subject to any restrictions imposed by the Board of Directors or the Chairman of the Board, theChief Executive Officer or such other persons as the Board of Directors may authorize may delegatecontractual powers to others under his or her jurisdiction, it being understood, however, that anysuch delegation of power shall not relieve such person of responsibility with respect to theexercise of such delegated power.     SECTION 7.2 **Proxies**. Unless otherwise provided by resolution adopted by the Board ofDirectors, the Chairman of the Board, the Chief Executive Officer, the President or any VicePresident may from time to time appoint an attorney or attorneys or agent or agents of theCorporation, in the name and on behalf of the Corporation, to cast the votes that the Corporationmay be entitled to cast as the holder of stock or other securities in any other entity, any ofwhose stock or other securities may be held by the Corporation, at meetings of the holders of thestock or other securities of such other entity, or to consent in writing, in the name of theCorporation as such holder, to any action by such other entity, and may instruct the person orpersons so appointed as to the manner of casting such votes or giving such consent, and may executeor cause to be executed, in the name and on behalf of the Corporation and under its corporate sealor otherwise, all such written proxies or other instruments as he or she may deem necessary orproper in the premises.**ARTICLE VIII****AMENDMENTS**     SECTION 8.1 **Amendments**. These Bylaws may be altered, amended or repealed at any meeting of theBoard of Directors or of the stockholders, provided that notice of the proposed change was given inthe notice of the meeting; *provided, however,*that, in the case of amendments by the Board ofDirectors, notwithstanding any other provisions of these Bylaws or any provision of law that mightotherwise permit a lesser vote or no vote, the affirmative vote of a majority of the members of theBoard of Directors shall be required to alter, amend or repeal any provision of the Bylaws, or toadopt any new Bylaw. Notwithstanding any other provision of these Bylaws or any provision of lawthat might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote ofthe holders of any series of Preferred Stock required by law, by this Certificate of Incorporationor by a Certificate of Designations, the affirmative vote of the holders of a majority of the totalvoting power of the Voting Stock, voting together as a single class, shall be required for thestockholders of the Corporation to alter, amend or repeal any provision of the Bylaws, or to adoptany new Bylaw; *provided, however,*that, from and after the
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date that the Helix Entities collectively cease to be the beneficial owner of sharesrepresenting at least a majority of the total voting power of the Voting Stock, the affirmativevote of the holders of at least 80% of the total voting power of the Voting Stock, voting togetheras a single class, shall be required for the stockholders of the Corporation to alter, amend orrepeal, or adopt any Bylaw inconsistent with, the following provisions of these Bylaws: Sections2.1, 2.2, 2.4, 2.5, 2.6, 2.8, 2.9 and 2.11 of ARTICLE II; Sections 3.1, 3.2, 3.9 and 3.11 ofARTICLE III; Section 6.9 of ARTICLE VI; and this Section 8.1 of ARTICLE VIII, or in each case, anysuccessor provision (including, without limitation, any such article or section as renumbered as aresult of any amendment, alteration, change, repeal or adoption of any other Bylaw).
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