**Exhibit 3.4****AMENDED AND RESTATED****BY-LAWS****of****CROWLEY MARITIME CORPORATION****(Effective February 27, 2007)****ARTICLE I****Offices**     Section 1. The registered office shall be in the City of Wilmington, County of NewCastle, State of Delaware.     Section 2. The corporation may also have offices at such other places both within andwithout the State of Delaware as the board of directors may from time to time determine or thebusiness of the corporation may require.**ARTICLE II****Meetings of Stockholders**     Section 1. Meetings of stockholders for any purpose may be held at such time andplace, within or without the State of Delaware, as shall be stated in the notice of the meeting orin a duly executed waiver of notice thereof.     Section 2. An annual meeting of stockholders shall be held on such day and at suchtime as may be designated by the Board of Directors. Any previously scheduled annual meeting ofstockholders may be postponed by resolution of the Board of Directors upon public notice given onor prior to the date previously scheduled for such annual meeting of stockholders. Except asotherwise provided by the Restated Certificate of Incorporation, as amended from time to time (the“certificate of incorporation”), at the annual meeting of
 

 
stockholders the holders of Common Stock and Series A Junior Convertible Preferred Stock shallelect by a plurality vote a board of directors. Such other business shall be transacted at theannual meeting of stockholders as shall properly come before it.     Section 3. Written notice of the annual meeting of stockholders stating the place,date and hour of the meeting shall be given to each stockholder entitled to vote at such meetingnot less than ten (10) nor more than sixty (60) days before the date of the meeting.     Section 4. The officer who has charge, of the stock ledger of the corporation shallprepare and make, at least ten (10) days before every meeting of stockholders, a complete list ofthe stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing theaddress of each stockholder and the number of shares registered in the name of each stockholder.Such list shall be open to the examination of any stockholder, for any purpose germane to themeeting, during ordinary business hours, for a period of at least ten (10) days prior to themeeting, either at a place within the city where the meeting is to be held, which place shall bespecified in the notice of the meeting, or, if not so specified, at the place where the meeting isto be held. The list shall also be produced and kept at the time and place of the meeting duringthe whole time thereof, and may be inspected by any stockholder who is present.     Section 5. Special meetings of the stockholders entitled to vote, for any purpose orpurposes, unless otherwise prescribed by statute or by the restated certificate of incorporation,may be called at any time by the Chairman of the Board and shall be called by the Chairman of theBoard or the Secretary at the request in writing of a majority of the board of directors, or at therequest in writing of stockholders owning not less than one-tenth (1/10) in voting power of theCommon Stock and Series A Junior Convertible Preferred Stock of the corporation issued andoutstanding. Such request shall state the purpose or purposes of the
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proposed meeting. Special meetings of stockholders may be called under other circumstances asprovided in the certificate of incorporation.     Section 6. Written notice of a special meeting stating the place, date and hour ofthe meeting and the purpose or purposes for which the meeting is called, shall be given not lessthan ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholderentitled to vote at such meeting.     Section 7. Business transacted at any special meeting of stockholders shall be limitedto the purposes stated in the notice.     Section 8. The holders of a majority of the stock issued and outstanding and entitledto vote thereat, present in person or represented by proxy, shall constitute a quorum at allmeetings of the stockholders for the transaction of business except as otherwise provided bystatute or by the certificate of incorporation. If, however, such quorum shall not be present orrepresented at any meeting of the stockholders, the stockholders entitled to vote thereat, presentin person or represented by proxy, shall have power to adjourn the meeting from time to time,without notice other than announcement at the meeting, until a quorum shall be present orrepresented. At such adjourned meeting at which a quorum shall be present or represented anybusiness may be transacted which might have been transacted at the meeting as originally notified.If the adjournment is for more than thirty (30) days, or if after the adjournment a new record dateis fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to eachstockholder of record entitled to vote at the meeting.     Section 9. When a quorum is present at any meeting, the vote of the holders of amajority of the stock entitled to vote present in person or represented by proxy shall decide anyquestions brought before such meeting, unless the question is one upon which by express
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provision of the statutes, the certificate of incorporation or of these by-laws, a differentvote is required in which case such express provision shall govern and control the decision of suchquestion.     Section 10. Unless otherwise provided in the certificate of incorporation, each holderof Common Stock shall at every meeting of the stockholders be entitled to one (1) vote for eachshare of Common Stock held by such stockholder, and each holder of Series A Junior ConvertiblePreferred Stock or Series B Preferred Stock shall be entitled to such votes as are specified in thecertificate of incorporation. Any person entitled to vote may do so in person or by proxy, but noproxy shall be voted on after three (3) years from its date, unless the proxy provides for a longerperiod.     Section 11. Unless otherwise provided in the certificate of incorporation, any actionrequired to be taken at any annual or special meeting of stockholders of the corporation, or anyaction which may be taken at any annual or special meeting of such stockholders, may be takenwithout a meeting, without prior notice and without a vote, if a consent or consents in writing,setting forth the action so taken, shall be signed by the holders of outstanding 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 entitled to vote thereon were present and voted. Prompt notice of thetaking of the corporate action without a meeting by less than unanimous written consent shall begiven to those stockholders who have not consented in writing.**ARTICLE III****Directors**     Section 1. Except as otherwise provided in the certificate of incorporation, thenumber of directors constituting the whole board shall be fixed from time to time by the board ofdirectors, but shall not be less than six (6) nor greater than ten (10). During any period whenthe
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holders of the Series B Preferred Stock as one class have the right to elect one (1) director,then and during such time as such right continues the then authorized number of directors shall beincreased by one (1). Except as otherwise provided in the certificate of incorporation, thedirectors shall be elected at the annual meeting of the stockholders, except as provided in Section2 of this Article, and each director elected shall hold office until his successor is elected andqualified. Directors need not be stockholders.     Section 2. Except as provided in the certificate of incorporation, vacancies and newlycreated directorships resulting from any increase in the authorized number of directors may befilled by a majority of the directors then in office although less than a quorum, or by a soleremaining director, and the directors so chosen shall hold office until the next annual electionand until their successors are duly elected and shall qualify, unless he sooner resigns or isremoved. If there are not directors in office, then an election of directors may be held in themanner provided by statute. If, at the time of filling any vacancy or any newly createddirectorship, the directors then in office shall constitute less than a majority of the whole board(as constituted immediately prior to any such increase), the Court of Chancery may, uponapplication of any stockholder or stockholders holding at least ten percent (10%) of the totalnumber of the shares at the time outstanding having the right to vote for such directors, summarilyorder an election to be held to fill any other vacancies or newly created directorships, or toreplace the directors chosen by the directors then if office.     Section 3. The business and affairs of the corporation shall be managed by or underthe direction of its board of directors which may exercise all such powers of the corporation anddo all such lawful acts and things as are not by statute or by the certificate of incorporation orby these by-laws directed or required to be exercised or done by the stockholders.
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**Meetings of the Board of Directors**     Section 4. The board of directors of the corporation may hold meetings, both regularand special, either within or without the State of Delaware.     Section 5. The annual meeting of the board of directors shall beheld immediately afterthe annual stockholders’ meeting and at the place where such meeting is held or at the placeannounced by the Chairman of such meeting. No notice of an annual meeting of the board ofdirectors shall be necessary and such meeting shall be held for the purpose of electing officersand transacting such other business as may lawfully come before it.     Section 6. Regular meetings of the board of directors may be held without notice atsuch time and at such place as shall from time to time be determined by the board.     Section 7. Special meetings of the board may be called by the Chairman of the Board onnot less than two (2) days’ notice to each director; special meetings shall be called by theChairman of the Board or Secretary in like manner and on like notice on the written request of twodirectors.     Section 8. At all meetings of the board a majority of directors shall constitute aquorum for the transaction of business and the act of a majority of the directors present at anymeeting at which there is a quorum shall be the act of the board of directors, except as may beotherwise specifically provided by statute or by the certificate of incorporation. If a quorumshall not be present at any meeting of the board of directors, the directors present thereat mayadjourn the meeting from time to time, without notice other than announcement at the meeting, untila quorum shall be present.     Section 9. Unless otherwise restricted by the certificate of incorporation or theseby-laws, any action required or permitted to be taken at any meeting of the board of
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directors or of any committee thereof may be taken without a meeting, if all members of theboard or committee, as the case may be, consent thereto in writing, and the writing or writings arefiled with the minutes of proceedings of the board or committee.     Section 10. Unless otherwise restricted by the certificate of incorporation or theseby-laws, members of the board of directors, or any committee designated by the board of directors,may participate in a meeting of the board of directors, or any committee, by means of conferencetelephone or similar communications equipment by means of which all persons participating in themeeting can hear each other, and such participation in a meeting shall constitute presence inperson at the meeting.**Committees of Directors**     Section 11. The board of directors may, by resolution passed by a majority of thewhole board, designate one or more committees, each committee to consist of one (1) or more of thedirectors of the corporation. The board may designate one or more directors as alternate membersof any committee, who may replace any absent or disqualified member at any meeting of thecommittee. In the absence or disqualification of a member of a committee, the member or membersthereof present at any meeting and not disqualified from voting, whether or not he or theyconstitute a quorum, may unanimously appoint another member of the board of directors to act at themeeting in the place of any such absent or disqualified member. Any such committee, to the extentprovided in the resolution of the board of directors, shall have and may exercise all the powersand authority of the board of directors in the management of the business and affairs of thecorporation, and may authorize the seal of the corporation to be affixed to all papers which mayrequire it; but no such committee shall, except as authorized by applicable law, have the power orauthority in reference to amending the certificate of incorporation, adopting an agreement ofmerger or consolidation, recommending to the stockholders the sale,
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lease or exchange of all or substantially all of the corporation’s property and assets,recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution,or amending the by-laws of the corporation; and, unless the resolution or the certificate ofincorporation expressly so provide, no such committee shall have the power or authority to declarea dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger.Such committee or committees shall have such name or names as may be determined from time to timeby resolution adopted by the board of directors.     Section 12. Each committee shall keep regular minutes of its meetings and report thesame to the board of directors when required.**Compensation of Directors**     Section 13. Unless otherwise restricted by the certificate of incorporation, the boardof directors shall have the authority to fix the compensation of directors. The directors may bepaid their expenses, if any, of attendance at each meeting of the board of directors and may bepaid a fixed sum for attendance at each meeting of the board of directors or .a stated salary asdirector. No such payment shall preclude any director from serving the corporation in any othercapacity and receiving compensation therefor. Members of special or standing committees may beallowed like compensation for attending committee meetings.**ARTICLE IV****Notices**     Section 1. Whenever, under the provisions of applicable law, the certificate ofincorporation or these by-laws, notice is required to be given to any director or stockholder, itshall be given by personal delivery, mail, facsimile or telegraphic communication addressed to suchdirector or stockholder, at his address as it appears on the records of the corporation, and suchnotice shall be deemed to be given at the time when the same shall be delivered personally,
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deposited in the United States mail or transmitted as appropriate. Notice to directors mayalso be made by telephone.     Section 2. Notice of a meeting need not be given to any director or stockholder whosigns a waiver of notice, whether before or after the meeting, or who attends the meeting withoutprotesting, prior thereto or at its commencement, the lack of notice to such director orstockholder.**ARTICLE V****Officers**     Section 1. The officers of the corporation shall be chosen by the board of directorsand shall be a Chairman of the Board, a President, a Vice-President, a Secretary and a Treasurer.The board of directors may also choose additional Vice-Presidents, and one (1) or more AssistantSecretaries and Assistant Treasurers. Any number of offices may be held by the same person, unlessthe certificate of incorporation or these by-laws otherwise provide.     Section 2. The board of directors at its first meeting after each annual meeting ofstockholders shall choose a Chairman of the Board, one (1) or more Vice-Presidents, a Secretary anda Treasurer.     Section 3. The board of directors may appoint such other officers and agents as itshall deem necessary who shall hold their offices for such terms and shall exercise such powers andperform such duties as shall be determined from time to time by the board.     Section 4. The compensation of all officers of the corporation shall be fixed in amanner authorized by the board of directors.     Section 5. The officers of the corporation shall hold office until their successorsare chosen and qualify. Any officer elected or appointed by the board of directors
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may be removed at any time by the affirmative vote of a majority of the board of directors.Any vacancy occurring in any office of the corporation shall be filled by the board of directors.**Chairman of the Board**     Section 6. The Chairman of the Board shall be the chief executive officer of thecorporation, shall preside at all meetings of the stockholders and the board of directors and shallhave general supervision over the business and affairs of the corporation and shall see that allorders and resolutions of the board of directors are carried into effect and exercise and performsuch other powers and duties as may be from time to time assigned to him by the board of directorsand prescribed by these by-laws.     Section 7. He shall execute bonds, mortgages and other contracts requiring a seal,under the seal of the corporation, except where required or permitted by law to be otherwise signedand executed and except where the signing and execution thereof shall be expressly delegated by theboard of directors or the Chairman of the Board to some other officer or agent of the corporation.**The President**     Section 8. The President shall be the chief operating officer of the corporation,shall in the absence of the Chairman of the Board, perform the duties and exercise the powers ofthe Chairman of the Board, and shall exercise and perform such other powers and duties as may befrom time to time assigned to him by the board of directors or the Chairman of the Board, orprescribed by these by-laws.**The Vice-Presidents**     Section 9. The Vice-Presidents shall perform such duties and have such powers as theboard of directors, the Chairman of the Board, or the President from time to time prescribe.
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**The Secretary and Assistant Secretary**     Section 10. The Secretary shall attend all meetings of the board of directors and allmeetings of the stockholders and record all the proceedings of the meetings of the corporation andof the board of directors in a book to be kept for that purpose and shall perform like duties forthe standing committees when required. He shall give, or cause to be given, notice of all meetingsof the stockholders and, except as otherwise provided in these by-laws, special meetings of theboard of directors, and shall perform such other duties as may be prescribed by the board ofdirectors, Chairman of the Board or President, under whose supervision he shall be. He shall havecustody of the corporate seal of the corporation and he, or an Assistant Secretary, shall haveauthority to affix the same to any instrument requiring it and when so affixed, it may be attestedby his signature or by the signature of such Assistant Secretary. The board of directors may givengeneral authority to any other officer to affix the seal of the corporation and to attest theaffixing by his signature.     Section 12. The Assistant Secretary, or if there be more than one (1), the AssistantSecretaries in the order determined by the board of directors (or if there be no suchdetermination, then in the order of their election) shall, in the absence of the Secretary or isthe 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 directors,Chairman of the Board or President may from time to time prescribe.**The Treasurer and Assistant Treasurers**     Section 13. The Treasurer shall have the custody of the corporate funds and securitiesand shall keep full and accurate accounts of receipts and disbursements in books belonging to thecorporation and shall deposit all moneys and other valuable effects in the name
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and to the credit of the corporation in such depositories as may be designated by the board ofdirectors.     Section 14. He shall disburse the funds of the corporation as may be ordered by theboard of directors, taking proper vouchers for such disbursements, and shall render to thePresident and the board of directors, at its regular meetings, or when the board of directors sorequires, an account of all his transactions as Treasurer and of the financial condition of thecorporation.     Section 15. If required by the board of directors, he shall give the corporation abond 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.     Section 16. The Assistant Treasurer, or if there shall be more than one (1), theAssistant Treasurers in the order determined by the board of directors (or if there be no suchdetermination, then in the order of their election), shall, in the absence of the Treasurer or inthe event of his inability or refusal to act, perform the duties and exercise the powers of theTreasurer and shall perform such other duties and have such other powers as the Board of Directors,Chairman of the Board, or President may from time to time prescribe.**ARTICLE VI****Certificate of Stock**     Section 1. Every holder of stock in the corporation shall be entitled to have acertificate, signed by, or in the name of the corporation by, the Chairman of the Board, the
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President or a Vice-President and the Treasurer or an Assistant Treasurer, or the Secretary oran Assistant Secretary of the corporation, representing the number of shares owned by him in thecorporation.     Section 2. Any of or all the signatures on the certificate may be facsimile. In caseany officer, transfer agent or registrar who has signed or whose facsimile signature has beenplaced upon a certificate shall have ceased to be such officer, transfer agent or registrar beforesuch certificate is issued, it may be issued by the corporation with the same effect as if he weresuch officer, transfer agent or registrar at the date of issue.**Lost Certificates**     Section 3. The board of directors may direct a new certificate or certificates to beissued in place of any certificate or certificates theretofore issued by the corporation alleged tohave been lost, stolen or destroyed, upon the making of an affidavit of that fact by the personclaiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue ofa new certificate or certificates, the board of directors may, in its discretion and as a conditionprecedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificateor certificates, or his legal representative, to advertise the same in such manner as it shallrequire and/or to give the corporation a bond in such sum as it may direct as indemnity against anyclaim that may be made against the corporation with respect to the certificate alleged to have beenlost, stolen or destroyed.**Transfers of Stock**     Section 4. Upon surrender to the corporation or the transfer agent of the corporationof a certificate for shares duly endorsed or accompanied by proper evidence of succession,assignation or authority to transfer, it shall be the duty of the corporation to issue a
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new certificate to the person entitled thereto, cancel the old certificate and record thetransaction upon its books.**Fixing Record Date**     Section 5. In order that the corporation may determine the stockholders entitled tonotice of or to vote at any meeting of stockholders or any adjournment thereof, the board ofdirectors may fix a record date, which record date shall not precede the date upon which theresolution fixing the record date is adopted by the board of directors, and which record date shallnot be more than sixty (60) nor less than ten (10) days before the date of such meeting. If norecord date is fixed by the board of directors, the record date for determining stockholdersentitled to notice of or to vote at a meeting of stockholders shall be at the close of business onthe day next preceding the day on which notice is given, or if notice is waived, at the close ofbusiness on the day next preceding the day on which the meeting is held.. A determination ofstockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply toany adjournment of the meeting; provided, however, that the board of directors may fix a new recorddate for the adjourned meeting.     Section 6. In order that the corporation may determine the stockholders entitled toconsent to corporate action in writing without a meeting, the board of directors may fix a recorddate, which record date shall not precede the date upon which the resolution fixing the record dateis adopted by the board of directors, and which date shall not be more than ten (10) days after thedate upon which the resolution fixing the record date is adopted by the board of directors. If norecord date has been fixed by the board of directors, the record date for determining stockholdersentitled to consent to corporate action in writing without a meeting, when no prior action by theboard of directors is required by applicable law, shall the first date on which a signed writtenconsent setting forth the action taken or proposed to be taken is
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delivered to the corporation by delivery to its registered office in the State of Delaware,its principal place of business, or the Secretary. Delivery made to a corporation’s registeredoffice shall be by hand or by certified or registered mail, return receipt requested. If no recorddate has been fixed by the board of directors and prior action by the board of directors isrequired by applicable law, the record date for determining stockholders entitled to consent tocorporate action in writing without a meeting shall be a the close of business on the day on whichthe board of directors adopts the resolution taking such prior action.     Section 7. In order that the corporation may determine the stockholders entitled toreceive payment of any dividend or other distribution or allotment of any rights or thestockholders entitled to exercise any rights in respect of any change, conversion or exchange ofstock, or for the purpose of any other lawful action, the board of directors may fix a record date,which record date shall not precede the date upon which the resolution fixing the record date isadopted, and which record date shall be not more than sixty (60) days prior to such action. If norecord date is fixed, the record date for determining stockholders for any such purpose shall be atthe close of business on the day on which the board of directors adopts the resolution relatingthereto.**Registered Stockholders**     Section 8. The corporation shall be entitled to recognize the exclusive right of aperson registered on its books as the owner of shares to receive dividends, and to vote as suchowner, and to hold liable for calls and assessments a person registered on its books as the ownerof shares, and shall not be bound to recognize any equitable or other claim to or interest in suchshare or shares on the part of any other person, whether or not it shall have express or othernotice thereof, except as otherwise provided by the laws of Delaware.
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**ARTICLE VII****General Provisions****Dividends**     Section 1. Dividends upon the capital stock of the corporation, subject to theprovisions of the certificate of incorporation, if any, may be declared by the board of directorsat any regular or special meeting, pursuant to applicable law. Dividends may be paid in cash, inproperty, or in shares of the capital stock, subject to the provisions of the certificate ofincorporation.     Section 2. Before payment of any dividend, there may be set aside out of any funds ofthe corporation available for dividends such sum or sums as the directors from time to time, intheir absolute discretion, think proper as a reserve or reserves to meet contingencies, or forequalizing dividends, or for repairing or maintaining any property of the corporation, or for suchother purpose as the directors shall think conducive to the interest of the corporation, and thedirectors may modify or abolish any such reserve in the manner in which it was created.**Annual Statement**     Section 3. The board of directors shall present at each annual meeting, and at anyspecial meeting of the stockholders when called for by vote of the stockholders entitled to votethereat, a full and clear statement of the business and condition of the corporation.**Checks**     Section 4. All checks or demands for money and notes of the corporation shall besigned by such officer or officers or such other person or persons as the board of directors mayfrom time to time designate.
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**Fiscal Year**     Section 5. The fiscal year of the corporation shall be fixed by resolution of theboard of directors.**Seal**     Section 6. The corporate seal shall have inscribed thereon the name of thecorporation, the date of its organization and the word “Delaware.” The seal may be used by causingit or a facsimile thereof to be impressed or affixed or reproduced or otherwise.**ARTICLE VIII****Indemnification**     Section 1. The corporation shall indemnify any person who was or is threatened to bemade a party to any threatened, pending or completed action, suit or proceeding, whether civil,criminal, administrative or investigative by reason of the fact that he is or was a director orofficer of the corporation or of a subsidiary of the corporation or by reason of the fact that suchdirector or officer is or was serving at the request of the corporation as a director, officer,employee, trustee, fiduciary, advisor or agent of another company, partnership, joint venture,trust or other enterprise against expenses (including attorneys’ fees), judgments, fines andamounts paid in settlement actually and reasonably incurred by him in connection with such action,suit or proceeding, to the fullest extent permitted by the General Corporation Law of the State ofDelaware.     The foregoing right of indemnification shall not be deemed exclusive of any other rights towhich those seeking indemnification may be entitled under, any provision of the certificate ofincorporation, agreement, vote of stockholders or disinterested directors or otherwise, and shallcontinue as to a person who has ceased to be a director, officer, employee, trustee, fiduciary,advisor or agent and shall inure to the benefit of the heirs, executors and
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administrators of such person.     Section 2. The corporation may indemnify any other person who was or is threatened tobe made a party to any threatened, pending or completed action, suit or proceeding, whether civil,criminal, administrative or investigative by reason of the fact that he is or was an employee oragent of the corporation or of a subsidiary of the corporation or is or was serving at the requestof the corporation or of a subsidiary of the corporation or is or was serving at the request of thecorporation as a director, officer, employee, trustee, fiduciary, advisor or agent of anothercompany, partnership, joint venture, trust or other enterprise against expenses (includingattorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurredby him in connection with such action, suit or proceeding, to the fullest extent permitted by theGeneral Corporation Law of the State of Delaware.**ARTICLE IX****Amendments**     Section 1. These by-laws may be altered, amended or repealed or new by-laws may beadopted by the stockholders entitled to vote or by the board of directors, when such power isconferred upon the board of directors by the certificate of incorporation, at any regular meetingof the stockholders or of the board of directors or at any special meeting of the stockholders orof the board of directors if notice of such alteration, amendment, repeal or adoption of newby-laws be contained in the notice of such special meeting.
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