**Exhibit 3.2****ORION MARINE GROUP, INC.****(formerly Hunter Acquisition Corp.),****a Delaware corporation****AMENDED AND RESTATED BYLAWS****Adopted April 9, 2007**ARTICLE 1OFFICES     Section 1.1. Registered Office. The registered office or Orion Marine Group, Inc., aDelaware corporation (the “**Corporation**”), shall be the registered office named in the certificateof incorporation.     Section 1.2. Other Offices. The Corporation may also have offices at such otherplaces, either within or without the State of Delaware, as the board of directors may from time totime to determine or as the business of the Corporation may require.ARTICLE 2MEETINGS OF STOCKHOLDERS     Section 2.1. Place of Meetings. All meetings of the stockholders shall be held at theprincipal office of the Corporation or at such other places as may be fixed from time to time bythe board of directors, either within or without the State of Delaware, and stated in the notice ofthe meeting or in a duly executed waiver of notice of the meeting, or the board of directors, mayin its sole discretion, determine that the meeting shall not be held at any place, but may insteadbe held solely by means of remote communication.     Section 2.2. Annual Meetings. Annual meetings of stockholders, commencing with theyear 2008, shall be held at the time and place, if any, to be selected by the board of directors,which date shall be within 13 months subsequent to the last annual meeting of stockholders. If theday is a legal holiday, then the meeting shall be held on the next following business day. At themeeting, the stockholders shall elect directors to succeed those whose terms expire and transactsuch other business as may properly be brought before the meeting. Each election of directorsshall be by written ballot, unless otherwise provided in the Certificate of Incorporation. Ifauthorized by the board of directors, such requirement of a written ballot shall be satisfied by aballot submitted by electronic transmission, provided, that any such electronictransmission must either set forth or be submitted with information from which it can be determinedthat the electronic transmission was authorized by the stockholder or proxyholder.     Section 2.3. Notice of Annual Meeting. Notice of the annual meeting stating theplace, if any, date, and hour of the meeting shall be given in accordance with Section 2.4of this Article
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to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 daysbefore the date of the meeting.     Section 2.4. Manner of Giving Notice; Affidavit of Notice. If mailed, notice tostockholders shall be deemed given when deposited in the United States mail, postage prepaid,directed to the stockholder at his address as it appears on the records of the Corporation.Without limiting the manner by which notice may otherwise be given effectively to stockholders, anynotice to stockholders may be given by electronic transmission in the manner provided in Section232 of the Delaware General Corporation Law. An affidavit of the secretary or an assistantsecretary or of the transfer agent of the Corporation that the notice has been given shall, in theabsence of fraud, be *prima facie*evidence of the facts stated in such affidavit.     Section 2.5. Voting List. The officer who has charge of the stock ledger of theCorporation shall prepare and make, at least 10 days before every meeting of stockholders, acomplete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order,and showing the address of each stockholder and the number of shares registered in the name of eachstockholder. Such list shall be open to the examination of any stockholder, for any purposegermane to the meeting, both (a) for a period of at least 10 days prior to the meeting either at aplace within the city where the meeting is to be held, which place shall be specified in the noticeof the meeting, or at the place where the meeting is held and (b) during the whole time of themeeting as in the manner provided by law.     Section 2.6. Special Meetings. Special meetings of the stockholders, for any purposeor purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may becalled by the board of directors acting pursuant to a resolution adopted by a majority of the totalnumber of authorized directors (regardless of whether there exist any vacancies in such authorizeddirectorships), and not by stockholders.     Section 2.7. Notice of Special Meetings. Notice of a special meeting stating theplace, if any, date, and hour of the meeting and the purpose or purposes for which the meeting iscalled, shall be given in accordance with Section 2.4 of this ARTICLE 2 not lessthan 10 nor more than 60 days before the date of the meeting, to each stockholder entitled to voteat such meeting. Business transacted at any special meeting of the stockholders shall be limitedto the purposes stated in the notice.     Section 2.8. Business to be Brought Before a Meeting of Stockholders. To be properlybrought before a meeting of stockholders, business must be either (a) specified in the notice ofmeeting (or any supplement thereto) given by or at the direction of the Board of Directors; (b)otherwise brought before the meeting by or at the direction of the Board of Directors; or (c)otherwise properly brought before an annual meeting by a stockholder of the Corporation who is astockholder of record at the time of giving of notice provided for in this Section, who shall beentitled to vote at such annual meeting and who complies with the notice procedures set forth inthis Section. In addition to any other applicable requirements, for business to be brought beforean annual meeting by a stockholder of the Corporation, the stockholder must have given timelynotice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’snotice must be delivered to or mailed and received at the principal executive offices of theCorporation, not less than 120 days prior to the anniversary date of the proxy
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statement for the preceding annual meeting of stockholders of the Corporation. Astockholder’s notice to the Secretary shall set forth as to each matter (a) a brief description ofthe business desired to be brought before the annual meeting and the reasons for conducting suchbusiness at the annual meeting; (b) the name and address, as they appear on the Corporation’sbooks, of the stockholder proposing such business; (c) the acquisition date, the class and thenumber of shares of voting stock of the Corporation which are owned beneficially by thestockholder; (d) any material interest of the stockholder in such business; and (e) arepresentation that the stockholder intends to appear in person or by proxy at the annual meetingto bring the proposed business before the meeting.     Section 2.9. Quorum. The holders of a majority of the stock issued and outstandingand entitled to vote at meetings of the stockholders, present in person or represented by proxy,shall constitute a quorum at all meetings of the stockholders for the transaction of business,except as otherwise provided by statute or by the Certificate of Incorporation. The stockholderspresent at a duly organized meeting may continue to transaction business until adjournment,notwithstanding the withdrawal of enough stockholders to leave less than a quorum. If, however,such quorum shall not be present or represented at any meeting of the stockholders, thestockholders entitled to vote at such meeting, present in person or represented by proxy, shallhave power to adjourn the meeting from time to time, without notice other than announcement at themeeting, until a quorum shall be present or represented. At such adjourned meeting at which aquorum shall be present or represented, any business may be transacted which might have beentransacted at the meeting as originally notified. If the adjournment is for more than 30 days, orif after the adjournment a new record date is fixed for the adjourned meeting, a notice of theadjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.     Section 2.10. Order of Business. At each meeting of the stockholders, one of thefollowing persons, in the order in which they are listed (and in the absence of the first, thenext, and so on), shall serve as chairperson of the meeting: chairperson of the board, chiefexecutive officer, president, vice presidents (in the order of their seniority if more than one),and secretary. The order of business at each such meeting shall be as determined by thechairperson of the meeting. The chairperson of the meeting shall have the right and authority toprescribe such rules, regulations, and procedures and to do all such acts and things as arenecessary or desirable for the proper conduct of the meeting, including, without limitation, theestablishment of procedures for the maintenance of order and safety, limitations on the timeallotted to questions or comments on the affairs of the Corporation, restrictions on entry to suchmeeting after the time prescribed for the commencement thereof, and the opening and closing of thevoting polls.     Section 2.11. Required Vote. When a quorum is present at any meeting, in all mattersother than the election of directors, the vote of the holders of a majority of the stock havingvoting power present in person or represented by proxy shall decide any question brought beforesuch meeting, unless the question is one upon which, by express provision of the statutes or of theCertificate of Incorporation, a different vote is required, in which case such express provisionshall govern and control the decision of such question. Directors shall be elected by a pluralityof the stock having voting power present in person or represented by proxy.     Section 2.12. Method of Voting. Unless otherwise provided in the Certificate ofIncorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote
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in person or by proxy for each share of the capital stock having voting power held by suchstockholder. Each stockholder entitled to vote at a meeting of stockholders may authorize anotherperson or persons to act for such stockholder by proxy. Proxies for use at any meeting ofstockholders shall be filed with the Secretary, or such other officer as the Board of Directors mayfrom time to time determine by resolution, before or at the time of the meeting. All proxies shallbe received and taken charge of and all ballots shall be received and canvassed by the secretary ofthe meeting, who shall decide all questions touching upon the qualification of voters, the validityof the proxies, and the acceptance or rejection of votes, unless an inspector or inspectors shallhave been appointed by the chairman of the meeting, in which event such inspector or inspectorsshall decide all such questions.          No proxy shall be valid after three years from its date, unless the proxy provides for alonger period. Each proxy shall be revocable unless expressly provided therein to be irrevocableand coupled with an interest sufficient in law to support an irrevocable power.          Should a proxy designate two or more persons to act as proxies, unless such instrument shallprovide the contrary, a majority of such persons present at any meeting at which their powersthereunder are to be exercised shall have and may exercise all the powers of voting therebyconferred, or if only one be present, then such powers may be exercised by that one; or, if an evennumber attend and a majority do not agree on any particular issue, each proxy so attending shall beentitled to exercise such powers in respect of such portion of the shares as is equal to thereciprocal of the fraction equal to the number of proxies representing such shares divided by thetotal number of shares represented by such proxies.     Section 2.13. Presence at Meetings. If authorized by the board of directors in itssole discretion, and subject to such guidelines and procedures as the board of directors may adopt,stockholders and proxyholders not physically present at the meeting of stockholders may by means ofremote communication (a) participate in a meeting of stockholders and (b) be deemed present inperson and vote at a meeting of stockholders whether such meeting is to be held at a designatedplace or solely by means of remote communication, provided, that (i) the Corporation shallimplement reasonable measures to verify that each person deemed present and permitted to vote atthe meeting by means of remote communication is a stockholder or proxyholder; (ii) the Corporationshall implement reasonable measures to provide such stockholders and proxyholders a reasonableopportunity to participate in the meeting and to vote on matters submitted to the stockholders,including an opportunity to read or hear the proceedings of the meeting substantially concurrentlywith such proceedings; and (iii) if any stockholder or proxyholder votes or takes other action atthe meeting by means of remote communication, a record of such vote or other action shall bemaintained by the Corporation.     Section 2.14. Treasury Stock. The Corporation shall not vote, directly or indirectly,shares of its own stock owned by it and such shares shall not be counted for quorum purposes.Nothing in this Section 2.14 shall be construed as limiting the right of the Corporation tovote stock, including but not limited to its own stock, held by it in a fiduciary capacity.
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ARTICLE 3DIRECTORS     Section 3.1. General Powers. The business and affairs of the Corporation shall bemanaged by or under the direction of the board of directors, which may exercise all such powers ofthe Corporation and do all such lawful acts and things as are not by law or by the Certificate ofIncorporation of the Corporation or by these Bylaws directed or required to be exercised or done bythe stockholders.     Section 3.2. Number of Directors. The number of directors constituting the boardshall be such number as shall be from time to time specified by resolution of the board ofdirectors; provided, that no director’s term shall be shortened by reason of a resolutionreducing the number of directors. If the board of directors makes no such specification, thenumber of directors shall be three.     Section 3.3. Qualification, and Term of Office of Directors. Each director must be acitizen of the United States. Directors need not be stockholders or residents of the State ofDelaware unless so required by the Certificate of Incorporation or these Bylaws, which mayprescribe other qualifications for directors. Each director, including a director elected to filla vacancy, shall hold office until his successor is elected and qualified or until his earlierresignation or removal.     Section 3.4. Nomination of Directors. Only persons who are nominated in accordancewith the following procedures shall be eligible for election as directors, except otherwiseprovided in the Certificate of Incorporation. Nominations of persons for election to the board ofdirectors of the Corporation at a meeting of stockholders may be made (a) by or at the direction ofthe board of directors or (b) by any stockholder of the Corporation who is a stockholder of recordat the time of giving of notice provided for in this Section, who shall be entitled to vote for theelection of directors at the meeting and who complies with the notice procedures set forth in thisSection. Such nominations, other than those made by or at the direction of the board of directors,shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To betimely, a stockholder’s notice shall be delivered to or mailed and received at the principalexecutive offices of the Corporation (a) with respect to an election of directors to be held at theannual meeting of the stockholders of the Corporation, not later than 120 days prior to theanniversary date of the proxy statement for the immediately preceding annual meeting ofstockholders of the Corporation and (b) with respect to an election of directors to be held at aspecial meeting of stockholders of the Corporation, not later than the close of business on the10th day following the day on which such notice of the date of the special meeting was first mailedto the Corporation’s stockholders or public disclosure of the date of the special meeting was firstmade, whichever first occurs. Such stockholder’s notice to the Secretary shall set forth (a) as toeach person whom the stockholder proposes to nominate for election or re-election as a director,all information relating to the person that is required to be disclosed in solicitations forproxies for election of directors, or is otherwise required, pursuant to Regulation 14A under theSecurities Exchange Act of 1934, as amended (including the written consent of such person to benamed in the proxy statement as a nominee and to serve as a director if elected); and (b) as to thestockholder giving the notice (i) the name and address, as they appear on the Corporation’s
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books, of such stockholder and (ii) the class and number of shares of capital stock of theCorporation that are beneficially owned by the stockholder. At the request of any officer of theCorporation, any person nominated by the board of directors for election as a director shallfurnish to the Secretary of the Corporation the information required to be set forth in astockholder’s notice of nomination that pertains to the nominee.          In the event that a person is validly designated as nominee to the Board and shall thereafterbecome unable or unwilling to stand for election to the board of directors, the board of directorsor the stockholder who proposed such nominee, as the case may be, may designate a substitutenominee.          Except as otherwise provided in the Certificate of Incorporation, no person shall be eligibleto serve as a director of the Corporation unless nominated in accordance with the procedures setforth in this Section. The chairman of the meeting of stockholders shall, if the facts warrant,determine and declare to the meeting that a nomination was not made in accordance with theprocedures prescribed by the Bylaws, and if the chairman should so determine, the chairman shall sodeclare to meeting and the defective nomination shall be disregarded.          Notwithstanding the foregoing provisions of this Section, a stockholder shall also comply withall applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules andregulations thereunder with respect to the matters set forth above.     Section 3.5. Regular Meetings; First Meeting. Regular meetings of the board ofdirectors may be held without notice at such times and at such places as shall from time to time bedetermined by the board. The board of directors may hold its first meeting of any new term, if aquorum is present, without notice immediately after and at the same place as the annual meeting ofthe stockholders.     Section 3.6. Special Meetings. Special meetings of the board may be called by thechairperson of the board, the chief executive officer or the president, and shall be called by thechief executive officer, the president or the secretary on the written request of two directorsunless the board of directors consists of only one director, in which case special meetings shallbe called by the chief executive officer, the president or the secretary on the written request ofthe sole director.     Section 3.7. Quorum, Majority Vote. At all meetings of the board, a majority of theentire board of directors shall constitute a quorum for the transaction of business and the act ofa majority of the directors present at any meeting at which there is a quorum shall be the act ofthe board of directors, except as may be otherwise specifically provided by statute or by theCertificate of Incorporation. If a quorum shall not be present at any meeting of the board ofdirectors, the directors present at such meeting may adjourn the meeting from time to time, withoutnotice other than announcement at the meeting, until a quorum shall be present.     Section 3.8. Action Without Meeting. Unless otherwise restricted by the Certificateof Incorporation or these Bylaws, any action required or permitted to be taken at any meeting ofthe board of directors or of any committee of the board of directors may be taken without ameeting,
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if all members of the board or committee, as the case may be, consent to such action inwriting, or by electronic transmission and the writing or writings or electronic transmission ortransmissions are filed with the minutes of the proceedings of the board or committee. Such filingshall be in paper form if the minutes are maintained in paper form and shall be in electronic formif the minutes are maintained in electronic form. Such consent shall have the same force andeffect as a unanimous vote at a meeting, and may be stated as such in any document or instrumentfiled with the Secretary of State of Delaware.     Section 3.9. Telephone and Other Meetings. Unless otherwise restricted by theCertificate of Incorporation or these Bylaws, members of the board of directors, or any committeedesignated by the board of directors, may participate in a meeting of the board of directors, orany committee, by means of conference telephone or other communications equipment by means of whichall persons participating in the meeting can hear each other, and such participation in a meetingshall constitute presence in person at the meeting.     Section 3.10. Notice of Meetings. Notice of regular meetings of the board ofdirectors or of any adjourned meeting of the board of directors need not be given. Notice of eachspecial meeting of the board shall be mailed to each director, addressed to such director at suchdirector’s residence or usual place of business, at least two days before the day on which themeeting is to be held or shall be sent to such director at such place by telegraph or be givenpersonally or by telephone, not later than the day before the meeting is to be held, but noticeneed not be given to any director who shall, either before or after the meeting, submit a signedwaiver of such notice or who shall attend such meeting without protesting, prior to or at itscommencement, the lack of notice to such director. Every such notice shall state the time andplace but need not state the purpose of the meeting.     Section 3.11. Rules and Regulations. The board of directors may adopt such rules andregulations not inconsistent with the provisions of law, the Certificate of Incorporation of theCorporation, or these Bylaws for the conduct of its meetings and management of the affairs of theCorporation as the board may deem proper.     Section 3.12. Resignations. Any director of the Corporation may at any time resign bygiving notice in writing or by electronic transmission to the board of directors, the chairpersonof the board, the chief executive officer, the president, or the secretary of the Corporation.Such resignation shall take effect at the time specified in such notice or, if the time be notspecified, upon receipt of such notice; and, unless otherwise specified in such notice, theacceptance of such resignation shall not be necessary to make it effective.     Section 3.13. Compensation of Directors. Unless otherwise restricted by theCertificate of Incorporation or these Bylaws, the board of directors shall have the authority tofix the compensation of directors. The directors may be paid their expenses, if any, of attendanceat each meeting of the board of directors and may be paid a fixed sum for attendance at eachmeeting of the board of directors or a stated salary as director. No such payment shall precludeany director from serving the Corporation in any other capacity and receiving compensation for suchservice. Members of special or standing committees may be allowed like compensation for attendingcommittee meetings.
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ARTICLE 4EXECUTIVE AND OTHER COMMITTEES     Section 4.1. Executive Committee. The board of directors may, by resolution adoptedby a majority of the entire board, designate annually one or more of its members to constitutemembers or alternate members of an executive committee, which committee shall have and mayexercise, between meetings of the board, all the powers and authority of the board in themanagement of the business and affairs of the Corporation, including, if such committee is soempowered and authorized by resolution adopted by a majority of the entire board, the power andauthority to declare a dividend and to authorize the issuance of stock, and may authorize the sealof the Corporation to be affixed to all papers which may require it, except that the executivecommittee shall not have such power or authority with reference to:          (a) amending the Certificate of Incorporation of the Corporation;          (b) adopting an agreement of merger or consolidation involving the Corporation;          (c) recommending to the stockholders the sale, lease or exchange of all orsubstantially all of the property and assets of the Corporation;          (d) recommending to the stockholders a dissolution of the Corporation or a revocationof a dissolution;          (e) adopting, amending, or repealing any Bylaw;          (f) filling vacancies on the board or on any committee of the board, including theexecutive committee;          (g) fixing the compensation of directors for serving on the board or on any committeeof the board, including the executive committee; or          (h) amending or repealing any resolution of the board which by its terms may be amendedor repealed only by the board.     Section 4.2. Other Committees. The board of directors may, by resolution adopted by amajority of the entire board, designate from among its members one or more other committees, eachof which shall, except as otherwise prescribed by law, have such authority of the board as may bespecified in the resolution of the board designating such committee. A majority of all the membersof such committee may determine its action and fix the time and place of its meetings, unless theboard shall otherwise provide. The board shall have the power at any time to change the membershipof, to increase or decrease the membership of, to fill all vacancies in, and to discharge any suchcommittee, or any member of any such committee, either with or without cause.     Section 4.3. Procedure; Meetings; Quorum. Regular meetings of the executive committeeor any other committee of the board of directors, of which no notice shall be
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necessary, may be held at such times and places as shall be fixed by resolution adopted by amajority of the members of such committee. Special meetings of the executive committee or anyother committee of the board shall be called at the request of any member of such committee.Notice of each special meeting of the executive committee or any other committee of the board shallbe sent by mail, telegraph, or telephone, or be delivered personally to each member of suchcommittee not later than the day before the day on which the meeting is to be held, but notice neednot be given to any member who shall, either before or after the meeting, submit a signed waiver ofsuch notice or who shall attend such meeting without protesting, prior to or at its commencement,the lack of such notice to such member. Any special meeting of the executive committee or anyother committee of the board shall be a legal meeting without any notice of such meeting havingbeen given, if all the members of such committee shall be present at such meeting. Notice of anyadjourned meeting of any committee of the board need not be given. The executive committee or anyother committee of the board may adopt such rules and regulations not inconsistent with theprovisions of law, the Certificate of Incorporation of the Corporation, or these Bylaws for theconduct of its meetings as the executive committee or any other committee of the board may deemproper. A majority of the executive committee or any other committee of the board shall constitutea quorum for the transaction of business at any meeting, and the vote of a majority of the membersof such committee present at any meeting at which a quorum is present shall be the act of suchcommittee. In the absence or disqualification of a member, the remaining members, whether or not aquorum, may fill a vacancy. The executive committee or any other committee of the board ofdirectors shall keep written minutes of its proceedings, a copy of which is to be filed with thesecretary of the Corporation, and shall report on such proceedings to the board.ARTICLE 5NOTICES     Section 5.1. Method. Whenever, under the provisions of the statutes or of theCertificate of Incorporation or of these Bylaws, notice is required to be given to any director orstockholder, it shall not be construed to mean personal notice, but such notice may be given inwriting, by mail, electronic mail, overnight delivery, facsimile or any other manner provided inSection 232 of the Delaware General Corporation Law, addressed to such director or stockholder, athis mailing address, electronic mail address, or facsimile number as it appears on the records ofthe Corporation, with postage on such notice prepaid (as applicable), and such notice shall bedeemed to be given at the time when the same shall be deposited in the United States mail if sentby mail or when received if sent by electronic mail, overnight delivery, or facsimile. Notice todirectors may also be given by telegram.     Section 5.2. Waiver. Whenever any notice is required to be given under the provisionsof the statutes or of the Certificate of Incorporation or of these Bylaws, a written waiver of suchnotice, signed by the person or persons entitled to said notice or waiver by electronictransmission by such person, whether before or after the time stated in such waiver, shall bedeemed equivalent to notice.
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ARTICLE 6OFFICERS     Section 6.1. Election, Qualification. The officers of the Corporation shall be chosenby the board of directors and shall be a president and a secretary. The board of directors mayalso choose a chief executive officer, a chief operating officer, a chief financial officer, one ormore vice presidents, a treasurer, one or more assistant secretaries and assistant treasurers andsuch other officers and agents as it shall deem necessary. Any number of offices may be held bythe same person, unless the Certificate of Incorporation or these Bylaws otherwise provide. Thechief executive officer or, if there is no chief executive officer, the president or, if there isno chief executive officer or present, the highest ranking officer must be a citizen of the UnitedStates.     Section 6.2. Salary. The salaries of all officers and agents of the Corporation shallbe fixed by the board of directors.     Section 6.3. Term, Removal. Each officer shall hold office until such officer’ssuccessor is elected and qualified or until such officer’s earlier resignation or removal. Anyofficer elected or appointed by the board of directors may be removed at any time by theaffirmative vote of a majority of the board of directors. Any vacancy occurring in any office ofthe Corporation shall be filled by the board of directors.     Section 6.4. Resignation. Subject at all times to the right of removal as provided inSection 6.3 of this ARTICLE 6 and to the provisions of any employment agreement,any officer may resign at any time by giving notice to the board of directors, the chief executiveofficer, the president, or the secretary of the Corporation. Any such resignation shall takeeffect at the date of receipt of such notice or at any later date specified provided, thatthe chief executive officer or president or, in the event of the resignation of the chief executiveofficer or the president, the board of directors may designate an effective date for suchresignation which is earlier than the date specified in such notice but which is not earlier thanthe date of receipt of such notice; and, unless otherwise specified in such notice, the acceptanceof such resignation shall not be necessary to make it effective.     Section 6.5. Vacancies. A vacancy in any office because of death, resignation,removal, or any other cause may be filled for the unexpired portion of the term in the mannerprescribed in these Bylaws for election to such office.     Section 6.6. Chief Executive Officer. The chief executive officer, if there be suchan officer, shall, subject to the provisions of these Bylaws and to the direction and supervisionof the board of directors, (a) have general and active management of the affairs of the Corporationand have general supervision of its officers, agents and employees; (b) in the absence of thechairperson of the board, preside at all meetings of the stockholders and the board of directors;(c) have primary responsibility for the implementation of the policies adopted from time to time bythe board of directors; and (d) perform those other duties incident to the office of chiefexecutive officer and as from time to time may be assigned to him or her by the board of directors.
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     Section 6.7. President. The president shall, subject to the provisions of thesebylaws and to the direction and supervision of the board of directors, perform all duties incidentto the office of president and as from time to time may be assigned to him or her by the board ofdirectors. At the request of the chief executive officer or in the absence of the chief executiveofficer, in the event of their inability or refusal to act, the president shall perform the dutiesof the chief executive officer, and when so acting shall have all the powers and be subject to allrestrictions of the chief executive officer.     Section 6.8. Chief Operating Officer. The chief operating officer, if there be suchan officer, shall, subject to the provisions of these Bylaws and to the direction and supervisionof the board of directors and the chief executive officer, supervise the day to day operations ofthe Corporation and perform those other duties incident to the office of chief operating officerand as from time to time may be assigned to him or her by the board of directors or the chiefexecutive officer.     Section 6.9. Chief Financial Officer. The chief financial officer, if there be suchan officer, shall, subject to the provisions of these Bylaws and to the direction and supervisionof the board of directors and the chief executive officer, manage the financial affairs of theCorporation and perform those other duties incident to the office of chief financial officer and asfrom time to time may be assigned to him or her by the board of directors or the chief executiveofficer. If there is no chief financial officer, these duties shall be performed by the treasureror such other person designated by the board of directors to perform such duties.     Section 6.10. Vice Presidents. The vice president, if there be such an officer (or ifthere is more than one, then each vice president), shall perform such duties as from time to timemay be assigned to him or her by the board of directors, the chief executive officer or thepresident. In the absence of the chief executive officer, the president and the chairman of theboard or, in the event of their inability or refusal to act, the vice president, if there be suchan officer (or in the event there be more than one vice president, the vice presidents in the orderdesignated by the directors, or, in the absence of any designation, then in the order of theirelection), shall perform the duties of the president and, when so acting, shall have all the powersof and be subject to all the restrictions upon the president. The vice presidents shall performsuch other duties and have such other powers as the board of directors may from time to timeprescribe.     Section 6.11. Secretary. The secretary shall attend all meetings of the board ofdirectors and all meetings of the stockholders and record all the proceedings of the meetings ofthe Corporation and of the board of directors in a book to be kept for that purpose and shallperform like duties for the standing committees when required. He shall give, or cause to begiven, notice of all meetings of the stockholders and special meetings of the board of directors,and shall perform such other duties as may be prescribed by the board of directors or president,under whose supervision he shall be. He shall have custody of the corporate seal of theCorporation and he, or an assistant secretary, shall have authority to affix the same to anyinstrument requiring it and when so affixed, it may be attested by his signature or by thesignature of such assistant secretary. The board of directors may give general authority to anyother officer to affix the seal of the Corporation and to attest the affixing by his signature.
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     Section 6.12. Assistant Secretary. The assistant secretary, or if there be more thanone, the assistant secretaries in the order determined by the board of directors (or if there be nosuch determination, then in the order of their election) shall, in the absence of the secretary orin the event of his inability or refusal to act, perform the duties and exercise the powers of thesecretary and shall perform such other duties and have such other powers as the board of directorsmay from time to time prescribe.     Section 6.13. Treasurer. The treasurer, if there be such an officer, shall have thecustody of the corporate funds and securities and shall keep full and accurate accounts of receiptsand disbursements in books belonging to the Corporation and shall deposit all moneys and othervaluable effects in the name and to the credit of the Corporation in such depositories as may bedesignated by the board of directors. He shall disburse the funds of the Corporation as may beordered by the board of directors, taking proper vouchers for such disbursements, and shall renderto the president and the board of directors, at its regular meetings, or when the board ofdirectors so requires, an account of all his transactions as treasurer and of the financialcondition of the Corporation. If required by the board of directors, he shall give the Corporationa bond in such sum and with such surety or sureties as shall be satisfactory to the board ofdirectors for the faithful performance of the duties of his office and for the restoration to theCorporation, in case of his death, resignation, retirement, or removal from office, of all books,papers, vouchers, money, and other property of whatever kind in his possession or under his controlbelonging to the Corporation. If there is not a treasurer of the Corporation, then the duties setforth above shall be discharged by the President or such other officer as shall be designated bythe board of directors.     Section 6.14. Assistant Treasurer. The assistant treasurer, or if there shall be morethan one, the assistant treasurers in the order determined by the board of directors (or if therebe no such determination, then in the order of their election), shall, in the absence of thetreasurer or in the event of his inability or refusal to act, perform the duties and exercise thepowers of the treasurer and shall perform such other duties and have such other powers as the boardof directors may from time to time prescribe.ARTICLE 7INDEMNIFICATION OF DIRECTORS,OFFICERS, EMPLOYEES, AND AGENTS     Section 7.1. Third-Party Actions. The Corporation shall indemnify any person who wasor is a party or is threatened to be made a party to any threatened, pending, or completed action,suit, or proceeding, whether civil, criminal, administrative, or investigative (other than anaction by or in the right of the Corporation) by reason of the fact that such person is or was adirector or officer of the Corporation, or is or was serving at the request of the Corporation as adirector or officer of another corporation, partnership, joint venture, trust, or other enterprise,against all expenses (including attorney’s fees), judgments, fines, and amounts paid in settlementactually and reasonably incurred by such person in connection with such action, suit, or proceedingif such person acted in good faith and in a manner such person reasonably believed to be in or notopposed to the best interests of the Corporation, and, with respect to any criminal action orproceeding, had no reasonable cause to believe his or her conduct was unlawful. The
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termination of any action, suit, or proceeding by judgment, order, settlement, conviction, orupon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption thatthe person did not act in good faith and in a manner which such person reasonably believed to be inor not opposed to the best interests of the Corporation, and, with respect to any criminal actionor proceeding, that such person had reasonable cause to believe that his or her conduct wasunlawful.          The Corporation may indemnify any employee or agent of the Corporation, or any employee oragent serving at the request of the Corporation as an employee or agent of another corporation,partnership, joint venture, trust, or other enterprise, in the manner and to the extent that itshall indemnify any director or officer under this Section.     Section 7.2. Derivative Actions. The Corporation may indemnify any person who was oris a party or is threatened to be made a party to any threatened, pending, or completed action orsuit by or in the right of the Corporation to procure a judgment in its favor by reason of the factthat such person is or was a director, officer, employee, or agent of the Corporation, or is or wasserving at the request of the Corporation as a director, officer, employee, or agent of anothercorporation, partnership, joint venture, trust, or other enterprise, against all expenses(including attorneys’ fees) actually and reasonably incurred by such person in connection with thedefense or settlement of such action or suit if such person acted in good faith and in a mannersuch person reasonably believed to be in or not opposed to the best interests of the Corporation,except that no indemnification shall be made with respect to any claim, issue or matter as to whichsuch person shall have been adjudged to be liable for negligence or misconduct in the performanceof such person’s duty to the Corporation unless and only to the extent that the Court of Chanceryof Delaware or the court in which such action or suit was brought shall determine upon applicationthat, despite the adjudication of liability but in view of all the circumstances of the case, suchperson is fairly and reasonably entitled to indemnity for such expenses which the Court of Chanceryof Delaware or such other court shall deem proper.     Section 7.3. Determination of Indemnification. Any indemnification under Section7.1 or Section 7.2 of this Article (unless ordered by a court) shall be made by theCorporation only as authorized in the specific case upon a determination that indemnification ofthe director, officer, employee, or agent is proper in the circumstances because such person hasmet the applicable standard of conduct set forth in Section 7.1 or Section 7.2 ofthis Article. Such determination shall be made (a) by the board of directors by a majority vote ofa quorum consisting of directors who were not parties to such action, suit, or proceeding; or (b)if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors sodirects, by independent legal counsel in a written opinion; or (c) by the stockholders.     Section 7.4. Right to Indemnification. Notwithstanding the other provisions of thisArticle, to the extent that a director, officer, employee, or agent of the Corporation has beensuccessful on the merits or otherwise in defense of any action, suit, or proceeding referred to inSection 7.1 or Section 7.2 of this Article, or in defense of any claim, issue, ormatter in any such claim or issue, such person shall be indemnified against expenses (includingattorneys’ fees) actually and reasonably incurred by such person in connection with such defense.
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     Section 7.5. Advance of Expenses. Expenses incurred in defending a civil or criminalaction, suit, or proceeding may be paid by the Corporation on behalf of a director, officer,employee, or agent in advance of the final disposition of such action, suit, or proceeding asauthorized by the board of directors in the specific case upon receipt of an undertaking by or onbehalf of the director, officer, employee, or agent to repay such amount unless it shall ultimatelybe determined that such person is entitled to be indemnified by the Corporation as authorized inthis Article.     Section 7.6. Indemnification Not Exclusive. The indemnification provided by thisArticle shall not be deemed exclusive of any other rights to which any person seekingindemnification may be entitled under any law, agreement, vote of stockholders or disinteresteddirectors, or otherwise, both as to action in such person’s official capacity and as to action inanother capacity while holding such office, and shall continue as to a person who has ceased to bea director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, andadministrators of such a person.     Section 7.7. Insurance. The Corporation may purchase and maintain insurance on behalfof any person who is or was a director, officer, employee, or agent of the Corporation, or is orwas serving at the request of the Corporation as a director, officer, employee, or agent of anothercorporation, partnership, joint venture, trust, or other enterprise against any liability assertedagainst such person and incurred by such person in any such capacity, or arising out of suchperson’s status as such, whether or not the Corporation would have the power to indemnify suchperson against liability under the provisions of this Article.     Section 7.8. Definitions of Certain Terms. For purposes of this Article, referencesto “the Corporation” shall include, in addition to the resulting corporation, any constituentcorporation (including any constituent of a constituent) absorbed in a consolidation or mergerwhich, if its separate existence had continued, would have had power and authority to indemnify itsdirectors, officers, employees, or agents, so that any person who is or was a director, officer,employee, or agent of such constituent corporation, or is or was serving at the request of suchconstituent corporation as a director, officer, employee, or agent of another corporation,partnership, joint venture, trust, or other enterprise, shall stand in the same position under theprovisions of this Article with respect to the resulting or surviving corporation as such personwould have with respect to such constituent corporation if its separate existence had continued.          For purposes of this Article, references to “other enterprises” shall include employee benefitplans; references to “fines” shall include any excise taxes assessed on a person with respect to anemployee benefit plan; references to “serving at the request of the Corporation” shall include anyservice as a director, officer, employee, or agent of the Corporation which imposes duties on, orinvolves services by, such director, officer, employee, or agent with respect to an employeebenefit plan, its participants, or beneficiaries; and a person who acted in good faith and in amanner such person reasonably believed to be in the interest of the participants and beneficiariesof an employee benefit plan shall be deemed to have acted in a manner “not opposed to the bestinterests of the Corporation” as referred to in this Article.
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ARTICLE 8CERTIFICATES OF STOCK     Section 8.1. Certificates. The board of directors may provide, by resolution orresolutions, that some or all of any or all classes or series of its capital stock shall beuncertificated shares. Every holder of stock in the Corporation represented by certificates shallbe entitled to have a certificate, signed by, or in the name of the Corporation by, the chairman orvice chairman of the board of directors, or the president or a vice president and the treasurer oran assistant treasurer, or the secretary or an assistant secretary of the Corporation, certifyingthe number of shares owned by him in the Corporation.     Section 8.2. Facsimile Signatures. Any of or all the signatures on the certificatemay be facsimile. In case any officer, transfer agent, or registrar who has signed or whosefacsimile signature has been placed upon a certificate shall have ceased to be such officer,transfer agent, or registrar before such certificate is issued, it may be issued by the Corporationwith the same effect as if he were such officer, transfer agent, or registrar at the date of issue.     Section 8.3. Lost Certificates. The board of directors may direct a new certificateor certificates to be issued in place of any certificate or certificates previously issued by theCorporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit ofthat fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. Whenauthorizing such issue of a new certificate or certificates, the board of directors may, in itsdiscretion and as a condition precedent to the issuance of such new certificate or certificates,require the owner of such lost, stolen, or destroyed certificate or certificates, or his legalrepresentative, to advertise the same in such manner as it shall require and/or to give theCorporation a bond in such sum as it may direct as indemnity against any claim that may be madeagainst the Corporation with respect to the certificate alleged to have been lost, stolen, ordestroyed.     Section 8.4. Transfers of Stock. In respect of certificated shares of capital stock,such shares of capital stock of the Corporation shall be transferable only on the books of theCorporation by the holders thereof in person of by their duly authorized attorneys or legalrepresentatives upon surrender and cancellation of certificates for a like number of shares. Uponsurrender to the Corporation or the transfer agent of the Corporation of a certificate for sharesduly endorsed or accompanied by proper evidence of succession, assignment, or authority totransfer, it shall be the duty of the Corporation to issue a new certificate to the person entitledto such certificate, cancel the old certificate and record the transaction upon its books. Inrespect of uncertificated shares of capital stock, such shares of capital stock of the Corporationshall be transferable only on the books of the Corporation by the holders thereof in person or bytheir duly authorized attorneys or legal representatives upon the compliance with such rules andprocedures as may be prescribed by the board of directors, the chairperson of the board, the chiefexecutive officer, the president or such other officer as designated by the board of directors.     Section 8.5. Fixing Record Date. In order that the Corporation may determine thestockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment ofany meeting of stockholders, or to receive payment of any dividend or other distribution or
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allotment of any rights, or to exercise any rights in respect of any change, conversion, orexchange of stock or for the purpose of any other lawful action, the board of directors may fix, inadvance, a record date, which shall not be more than 60 nor less than 10 days before the date ofsuch meeting, nor more than 60 days prior to any other action to which such record date relates. Adetermination of stockholders of record entitled to notice of or to vote at a meeting ofstockholders shall apply to any adjournment of the meeting; provided, that the board ofdirectors may fix a new record date for the adjourned meeting.     Section 8.6. Registered Stockholders. The Corporation shall be entitled to recognizethe exclusive right of a person registered on its books as the owner of shares to receivedividends, and to vote as such owner, and to hold liable for calls and assessments a personregistered on its books as the owner of shares, and shall not be bound to recognize any equitableor other claim to or interest in such share or shares on the part of any other person, whether ornot it shall have express or other notice of such claim or interest, except as otherwise providedby the laws of Delaware.ARTICLE 9GENERAL PROVISIONS     Section 9.1. Dividends. Dividends upon the capital stock of the Corporation, subjectto the provisions of the Certificate of Incorporation, if any, may be declared by the board ofdirectors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, inproperty, or in shares of the capital stock, subject to the provisions of the Certificate ofIncorporation.     Section 9.2. Reserves. Before payment of any dividend, there may be set aside out ofany funds of the Corporation available for dividends such sum or sums as the directors from time totime, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, orfor equalizing dividends, or for repairing or maintaining any property of the Corporation, or forsuch other purpose as the directors shall think conducive to the interest of the Corporation, andthe directors may modify or abolish any such reserve in the manner in which it was created.     Section 9.3. Annual Statement. The board of directors shall present at each annualmeeting, and at any special meeting of the stockholders when called for by vote of thestockholders, a full and clear statement of the business and condition of the Corporation.     Section 9.4. Checks. All checks or demands for money and notes of the Corporationshall be signed by such officer or officers or such other person or persons as the board ofdirectors may from time to time designate.     Section 9.5. Fiscal Year. The fiscal year of the Corporation shall be fixed byresolution of the board of directors.     Section 9.6. Seal. The board of directors may adopt a corporate seal having inscribedon such seal the name of the Corporation, the year of its organization, and the words “CorporateSeal, Delaware.” The seal may be used by causing it or a facsimile of it to be impressed oraffixed or reproduced or otherwise.
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ARTICLE 10AMENDMENTS     Section 10.1. Amendments. These Bylaws may be altered, amended, or repealed or newBylaws may be adopted by a majority of the entire board of directors, at any meeting of the boardof directors if notice of such alteration, amendment, repeal, or adoption of new Bylaws becontained in the notice of such meeting.
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