<PAGE>   1
                                                              EXHIBIT 3.1 (ii)



                              AMENDED AND RESTATED
                                     BY-LAWS
                                       OF
                           PETROLEUM HELICOPTERS, INC.

                               SECTION 1. OFFICES


     1.1 PRINCIPAL OFFICE. The principal office of the corporation shall be
located at 2121 Airline Drive, Suite 400, Metairie, Louisiana 70001-5979.

     1.2 ADDITIONAL OFFICES. The Corporation may have such offices at such other
places as the Corporation's Board of Directors (the "Board") may from time to
time determine or the business of the Corporation may require.

                        SECTION 2. SHAREHOLDERS MEETINGS

     2.1 PLACE OF MEETINGS. Unless otherwise required by law or these By-laws,
all meetings of the shareholders shall be held at the principal office of the
Corporation or at such other place, within or without the State of Louisiana, as
may be designated by the Board.

     2.2 ANNUAL MEETINGS. An annual meeting of the shareholders shall be held at
such date at such time as may be specified by the Board of Directors in the call
of the meeting, for the purpose of electing directors and for the transaction of
such other business as may be properly brought before the meeting. If no annual
shareholders' meeting is held for a period of eighteen months, any shareholder
may call such meeting to be held at the registered office of the Corporation as
shown on the records of the Secretary of State of Louisiana.

     2.3 SPECIAL MEETINGS. Special meetings of the shareholders, for any purpose
or purposes, may be called by the Chairman of the Board, the Chief Executive
Officer or the Board, or by the shareholders as provided in the Articles of
Incorporation.





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     2.4 NOTICE OF MEETINGS. Except as otherwise provided by law, the authorized
person or persons calling a shareholders' meeting shall cause written notice of
the time, place and purpose of the meeting to be given to all shareholders
entitled to vote at such meeting, at least ten days and not more than sixty days
prior to the day fixed for the meeting. Notice of the annual meeting need not
state the purpose or purposes thereof, unless action is to be taken at the
meeting as to which notice is required by law or the By-laws. Notice of a
special meeting shall state the purpose or purposes thereof, and the business
conducted at any special meeting shall be limited to the purpose or purposes
stated in the notice.

     2.5 LIST OF SHAREHOLDERS. At every meeting of shareholders, a list of
shareholders entitled to vote, arranged alphabetically and certified by the
Corporation's Secretary or by the agent of the Corporation having charge of
transfers of shares, showing the number and class of shares held by each such
shareholder on the record date for the meeting, shall be produced on the request
of any shareholder.

     2.6 QUORUM. At all meetings of shareholders, the holders of a majority of
the total voting power of the Corporation shall constitute a quorum; provided
that this subsection shall not have the effect of reducing the vote required to
approve or affirm any matter that may be established by law, the Articles of
Incorporation or these By-laws.

     2.7 VOTING. When a quorum is present at any meeting a majority of the total
voting power shall decide each question brought before such meeting, unless the
question is one upon which, by express resolution of the Board of Directors, or
express provision of law or the Articles of Incorporation, a different vote is
required, in which case such express provision shall govern and control the
decision of such question. Directors shall be elected by plurality vote.

     2.8 PROXIES-GENERAL. At any meeting of the shareholders, every shareholder
having the right to vote shall be entitled to vote in person or by proxy
appointed by an instrument in writing executed by such shareholder and bearing a
date not more than eleven months prior to the meeting, unless the instrument
provides for a longer period, but in no case will an outstanding proxy be valid
for longer than three years from the date of its execution. The person appointed
as proxy need not be a shareholder of the Corporation.

     2.9 EXECUTION OF PROXIES. Any proxy must be executed by a shareholder or
the shareholder's authorized officer, director, employee or agent. Any signature
on a proxy may be affixed by any reasonable means, including but not limited to
facsimile signature.

     2.10 ELECTRONICALLY TRANSMITTED PROXIES. A shareholder may authorize
another person or persons to act for him as proxy by transmitting or authorizing
the transmission of a telegram, cablegram or other means of




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electronic transmission to the person who will be the holder of the proxy or to
a proxy solicitation firm, proxy support service organization or similar agent
duly authorized by the person who will be the holder of the proxy to receive
such transmission; provided, however, that any such telegram, cablegram or other
means of electronic transmission shall be submitted with information from which
the Corporation may determine that the telegram, cablegram or other electronic
transmission was authorized by the shareholder. If it is determined that such
electronic transmissions are valid, the inspectors or other persons making that
determination shall specify the information upon which they relied.

     2.11 VALIDITY OF COPIES AND OTHER REPRODUCTIONS OF PROXIES. Any copy,
facsimile, telecommunication or other reliable reproduction of the writing or
transmission created pursuant hereto may be substituted or used in lieu of the
original writing or transmission for all purposes for which the original writing
or transmission could be used; provided, however, that such copy, facsimile
telecommunication or other reliable reproduction shall be a complete
reproduction of the entire original writing or transmission.

     2.12 VOTING POWER PRESENT OR REPRESENTED. For purposes of determining the
amount of voting power present or represented at any annual or special meeting
of shareholders with respect to voting on a particular proposal, shares as to
which the proxy holders have been instructed to abstain from voting on the
proposal, and shares that have been precluded from voting (whether by law,
regulations of the Securities and Exchange Commission, rules or by-laws of any
self-regulatory organization or otherwise), will not be treated as present; but
such shares will be counted as present for purposes of determining the existence
of a quorum.

     2.13 ADJOURNMENTS. Adjournments of any annual or special meeting of
shareholders may be taken without new notice being given unless a new record
date is fixed for the adjourned meeting, but any meeting at which directors are
to be elected shall be adjourned only from day to day until such directors shall
have been elected.

     2.14 WITHDRAWAL. If a quorum is present or represented at a duly organized
meeting, such meeting may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum as fixed in Section 2.6 of these By-laws, or the refusal of any
shareholders present to vote.

     2.15 LACK OF QUORUM. If a meeting cannot be organized because a quorum has
not attended, those present may adjourn the meeting to such time and place as
they may determine, subject, however, to the provisions of Section 73C of the
Business Corporation Law of Louisiana. In the case of any meeting called for the
election of directors, those who attend the second of such adjourned meetings,
although less than a quorum as fixed in Section 2.6 hereof, shall nevertheless
constitute a quorum for the purpose of electing directors.




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     2.16 PRESIDING OFFICER. The Chairman, the CEO and the President, in that
order, or in their absence, a chairman designated by the Board, shall preside at
all shareholders' meetings.

     2.17 DEFINITIONS OF SHAREHOLDER, VOTING POWER AND VOTING POWER PRESENT. As
used in these By-laws, and unless the context otherwise requires, (a) the term
"shareholder" shall mean a person who is (i) the record holder of shares of the
Corporation's voting stock or (ii) a registered holder of any bonds, debentures
or similar obligations granted voting rights by the Corporation pursuant to La.
R.S. 12:75, (b) the term "voting power" shall mean the right vested by law,
these By-laws or the Articles of Incorporation in the shareholders to vote in
the determination of a particular question or matter and (c) the term "total
voting power" shall mean the total number of votes that the shareholders are
entitled to cast in the determination of a particular question or matter.

     2.18 NOTICE OF STOCKHOLDER BUSINESS.

               (a) Annual Meetings of Stockholders.

                    (1) The proposal of business to be considered by the
          stockholders may be made at an annual meeting of stockholders (a)
          pursuant to 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
          notice provided for in this By-Law, who is entitled to vote at the
          meeting and who complies with the notice procedures set forth in this
          By-Law.

                    (2) For other business to be properly brought before an
          annual meeting by a stockholder pursuant to paragraph (A) (1) (c), the
          stockholder must have given timely notice thereof in writing to the
          Secretary of the Corporation, and such other business must otherwise
          be a proper matter for stockholder action. To be timely, the notice
          must be delivered to the Secretary at the principal executive offices
          of the Corporation not later than the close of business on the 60th
          day nor earlier than the close of business on the 90th day before the
          first anniversary of the preceding year's annual meeting; but if the
          date of the annual meeting is more than 30 days before or more than 60
          days after such anniversary date, notice by the stockholder to be
          timely must be so delivered not earlier than the close of business on
          the 90th day before such annual meeting and not later than the close
          of business on the later of the 60th day before such annual meeting or
          the 10th day following the day on which public announcement of the
          date of such meeting is first made by the Corporation. In no event
          shall the public announcement of an adjournment of an annual meeting




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          commence a new time period for the giving of a stockholder's notice as
          described above. Such stockholder's notice shall set forth (a) a brief
          description of the business desired to be brought before the meeting,
          the reasons for conducting such business at the meeting and any
          material interest in such business of such stockholder and the
          beneficial owner, if any, on whose behalf the proposal is made; and
          (b) as to the stockholder giving the notice and the beneficial owner,
          if any, on whose behalf the proposal is made (i) the name and address
          of such stockholder, as they appear on the Corporation's books, and of
          such beneficial owner and (ii) the class and number of shares of the
          Corporation which are owned beneficially and of record by such
          stockholder and such beneficial owner.

               (b) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting.

               (c) General.

                    (1) Only such business shall be conducted at a meeting of
          stockholders as shall have been brought before the meeting in
          accordance with the procedures set forth in this By-Law. Except as
          otherwise provided by law, the Articles of Incorporation or these
          By-Laws, the Chairman of the meeting shall have the power and duty to
          determine whether any business proposed to be brought before the
          meeting was proposed, in accordance with the procedures set forth in
          this By-Law and, if any proposed business is not in compliance with
          this By-Law, to declare that such defective proposal shall be
          disregarded.

                    (2) For purposes of this By-Law, "public announcement" shall
          mean disclosure in a press release reported by the Dow Jones News
          Service, Associated Press or comparable national news service or in a
          document publicly filed by the Corporation with the Securities and
          Exchange Commission pursuant to Section 13, 14 or 15(d) of the
          Exchange Act.

                    (3) Notwithstanding the foregoing provisions of this By-Law,
          a stockholder shall also comply with all applicable requirements of
          the Securities Exchange Act of 1934 and the rules and regulations
          thereunder with respect to the matters set forth in this By-Law.
          Nothing in this By-Law shall be deemed to affect any rights (i) of
          stockholders to request inclusion of proposals in the Corporation's
          proxy statement pursuant to Rule l4a-8 under the




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          Securities Exchange Act of 1934 or (ii) of the holders of any series
          of Preferred Stock to elect directors under specified circumstances.

                              SECTION 3. DIRECTORS

     3.1 POWERS; NUMBER. All of the corporate powers shall be vested in, and the
business and affairs of the Corporation shall be managed by, the Board, which
shall consist of seven natural persons; provided that, if after proxy material
for any meeting of shareholders at which directors are to be elected are mailed
to shareholders, any person or persons named therein to be nominated at the
direction of the Board becomes unable or unwilling to serve, the foregoing
number of authorized directors shall be automatically reduced by a number equal
to the number of such persons unless the Board, by a majority vote of the entire
Board, selects an additional nominee; provided that in no event shall the number
of directors so authorized, nominated and elected be less than the number
required by law. No amendment to this Section to decrease the number of
directors shall shorten the term of any incumbent director. No director need be
a shareholder.

     3.2 POWERS. The Board may exercise all such powers of the Corporation and
do all such lawful acts and things that are not by law, the Articles of
Incorporation or these By-laws directed or required to be done by the
shareholders.

     3.3 GENERAL ELECTION. At each annual meeting of shareholders, directors
shall be elected to succeed those directors whose terms then expire. Such newly
elected directors shall serve until the next succeeding annual meeting of
shareholders after their election and until their successors are elected and
qualified. A director elected to fill a vacancy shall hold office for a term
expiring at the next annual meeting and until his successor is elected and
qualified. No decrease in the number of directors constituting the Board shall
shorten the term of any incumbent director.

     3.4 VACANCIES. Except as otherwise provided in the Articles of
Incorporation or these By-laws (a) the office of a director shall become vacant
if he dies, resigns or is removed from office and (b) the Board may declare
vacant the office of a director if he (i) is interdicted or adjudicated an
incompetent, (ii) is adjudicated a bankrupt, (iii) in the sole opinion of the
Board becomes incapacitated by illness or other infirmity so that he is unable
to perform his duties for a period of six months or longer, or (iv) ceases at
any time to have the qualifications required by law, the Articles of
Incorporation or these By-laws.

     3.5 FILLING VACANCIES. In the event of a vacancy (including any vacancy
resulting from an increase in the authorized number of directors, or from
failure of the shareholders to elect the full number of authorized directors),
the remaining directors, even though not constituting a quorum, may fill any
vacancy on the Board for the unexpired term by a majority vote of the directors



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remaining in office, provided that the shareholders shall have the right, at any
special meeting called for the purpose prior to such action by the Board, to
fill the vacancy.

     3.6 NOTICE OF SHAREHOLDER NOMINEES. Only persons who are nominated in
accordance with the procedures set forth in this Section 3.6 shall be eligible
for election as directors. Nominations of persons for election to the Board may
be made at a meeting of shareholders by or at the direction of the Board or by a
shareholder entitled to vote for the election of directors at the meeting who
complies with the notice procedures set forth in this Section 3.6. Such
nominations, other than those made by or at the direction of the Board, shall be
made pursuant to timely notice in writing to the Corporation's Secretary. To be
timely, a shareholder's notice must be delivered or mailed and received at the
principal executive offices of the Corporation not less than 45 days nor more
than 90 days prior to the meeting; provided, however, that if less than 55 days
notice or prior public disclosure of the date of the meeting is given or made to
shareholders, notice by the shareholder to be timely must be received no later
than the close of business on the 10th day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was made.
Such shareholder's notice shall set forth the following:

                    (a) as to each person whom the shareholder proposes to
          nominate for election or e-election as a director (i) the name, age,
          business address and residence address of such person, (ii) the
          principal occupation or employment of such person, (iii) the class and
          number of shares of the capital stock of the Corporation of which such
          person is the beneficial owner and the number of votes such person is
          entitled to cast at the shareholders' meeting and (iv) any other
          information relating to such person that would be required to be
          disclosed in solicitations of proxies for election of directors, or
          would be otherwise required, in each case pursuant to Regulation 14A
          under the Securities Exchange Act of 1934, as amended (including
          without limitation such person's written consent to being named in the
          proxy statement as a nominee and to serving as a director if elected);
          and

                    (b) as to the shareholder giving the notice (i) the name and
          address of such shareholder and (b) the class and number of shares of
          the capital stock of the Corporation of which such shareholder is the
          beneficial owner and the number of votes such person is entitled to
          cast at the shareholders' meeting. If requested in writing by the
          Corporation's Secretary at least 15 days in advance of the meeting,
          such shareholder shall disclose to the Secretary, within 10 days of
          such request, whether such person is the sole beneficial owner of the
          shares held of record by him; and, if not, the name and address of
          each other person known by the shareholder of record to claim a
          beneficial interest in such shares.




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At the request of the Board, any person nominated by or at the direction of the
Board for election as a director shall furnish to the Corporation's Secretary
that information required to be set forth in a shareholder's notice of
nomination that pertains to the nominee. If a shareholder seeks to nominate one
or more persons as directors, the Secretary shall appoint two inspectors (the
"Inspectors"), who shall not be affiliated with the Corporation, to determine
whether a shareholder has complied with this Section 3.6. If the Inspectors
shall determine that a shareholder has not complied with this Section 3.6, the
Inspectors shall direct the chairman of the meeting to declare to the meeting
that a nomination was not made in accordance with the procedures prescribed by
the Articles of Incorporation or these By-laws; and the chairman shall so
declare to the meeting and the defective nomination shall be disregarded.

     3.7 COMPENSATION OF DIRECTORS. Directors as such, shall receive such
compensation for their services as may be fixed by resolution of the Board and
shall receive their actual expenses of attendance, if any, for each regular or
special meeting of the Board; provided that nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.

                        SECTION 4. MEETINGS OF THE BOARD


     4.1 PLACE OF MEETINGS. The meetings of the Board may be held at such place
within or without the State of Louisiana as a majority of the directors may from
time to time appoint.

     4.2 INITIAL MEETINGS. The first meeting of each newly elected Board shall
be held immediately following the shareholders' meeting at which the Board is
elected and at the same place as such meeting, and no notice of such first
meeting shall be necessary for the newly elected directors in order legally to
constitute the meeting.

     4.3 REGULAR MEETINGS; NOTICE. Regular meetings of the Board may be held at
such times as the Board may from time to time determine. No notice of regular
meetings of the Board shall be required provided that the date, time and place
of regular meetings are fixed by the Board.

     4.4 SPECIAL MEETINGS; NOTICE. Special meetings of the Board may be called
by the Chairman on reasonable notice given to each director, either personally
or by telephone, mail, e-mail or by telegram. Special meetings shall be called
by the Secretary in like manner and on like notice on the written request of a
majority of the directors, and if such officer fails or refuses, or is unable
within 24 hours to call a meeting when requested, then the directors making the
request may call the meeting on two days' written notice given to each director.
The notice of a special meeting of directors need not state its purpose or
purposes, but if the notice states a purpose or purposes and does not state a
further purpose to consider such other business as may properly come





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before the meeting, the business to be conducted at the special meeting shall be
limited to the purposes stated in the notice.

     4.5 WAIVER OF NOTICE. Directors present at any regular or special meeting
shall be deemed to have received due, or to have waived, notice thereof,
provided that a director who participates in a meeting by telephone (as
permitted by Section 4.9) shall not be deemed to have received or waived due
notice if, at the beginning of the meeting, he objects to the transaction of any
business because the meeting is not lawfully called.

     4.6 QUORUM. A majority of the Board shall be necessary to constitute a
quorum for the transaction of business, and except as otherwise provided by law
or the Articles of Incorporation or these By-laws, the acts of a majority of the
Board at a meeting at which a quorum is present shall be the acts of the Board.
If a quorum is not present at any meeting of the Board, the directors present
may adjourn the meeting from time to time without notice other than announcement
at the meeting, until a quorum is present.

     4.7 WITHDRAWAL. If a quorum is present when the meeting convened, the
directors present may continue to do business, taking action by vote of a
majority of a quorum as fixed in Section 4.6, until adjournment, notwithstanding
the withdrawal of enough directors to leave less than a quorum as fixed in
Section 4.6 or the refusal of any director present to vote.

     4.8 ACTION BY CONSENT. Any action that may be taken at a meeting of the
Board or any committee thereof, may be taken by a consent in writing signed by
all of the directors or by all members of the committee, as the case may be, and
filed with the records of proceedings of the Board or such committee.

     4.9 MEETINGS BY TELEPHONE OR SIMILAR COMMUNICATION. Members of the Board
may participate at and be present at any meeting of the Board or any committee
thereof by means of conference telephone or similar communications equipment if
all persons participating in such meeting can hear and communicate with each
other. Participation in a meeting pursuant to this Section 4.9 shall constitute
presence in person at such meeting, except where a person participates in the
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.

                       SECTION 5. COMMITTEES OF THE BOARD

     5.1 GENERAL. The Board may designate one or more committees, each committee
to consist of two or more of the directors (and one or more directors may be
named as alternate members to replace any absent or disqualified regular
members), which, to the extent provided by resolution of the Board or the
By-laws, shall have and may exercise the powers of the Board in




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the management of the business and affairs of the Corporation, and may have
power to authorize the seal of the Corporation to be affixed to documents, but
no such committee shall have power or authority in reference to amending the
Articles of Incorporation, adopting an agreement of merger, consolidation, or
share exchange, recommending to the shareholders the sale, 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
dissolution, removing or indemnifying directors or amending the By-laws; and
unless the resolution expressly so provides, no such committee shall have the
power or authority to declare a dividend or authorize the issuance of stock.
Such committee or committees shall have such name or names as may be stated in
the By-laws, or as may be determined, from time to time, by the Board. Any
vacancy occurring in any such committee shall be filled by the Board, but the
Chairman of the Board may designate another director to serve on the committee
pending action by the Board. Each such member of a committee shall hold office
during the term of the Board constituting it, unless otherwise ordered by the
Board.

     5.2 COMPENSATION COMMITTEE. The Board shall establish a Compensation
Committee consisting of at least two directors each of whom shall (i) be a
"non-employee director" as defined in Rule 16b-3 under the Securities Exchange
Act of 1934, and (ii) not serve, and shall not have served in the past, as an
officer or employee of the Corporation or any of its affiliates. The
Compensation Committee shall determine the compensation of officers and key
employees of the Corporation and administer the Corporation's stock incentive
plans.

     5.3 AUDIT COMMITTEE. The Board shall establish an Audit Committee
consisting of at least a majority of directors who are not officers or employees
of the Corporation or any of its affiliates, and who meet the qualifications of
the NASDAQ Stock Market. The Audit Committee shall have such responsibilities
and authority as is contained in a written Audit Committee Charter approved from
time to time by the Board.

     5.4 EXECUTIVE COMMITTEE. The Executive Committee shall consist of three or
more directors. It shall have and exercise all of the powers of the Board of
Directors when the Board is not in session except (i) declaration and payment of
dividends; (ii) sale of the Company; (iii) amendment of the Bylaws; (iv)
indemnification of directors; or (v) issuance of stock.

     5.5 PROCEDURES FOR COMMITTEES. Each committee shall keep written minutes of
its meetings and all actions taken by a committee shall be reported to the Board
at its next meeting, whether regular or special. Failure to keep written minutes
or to make such reports shall not affect the validity of action taken by a
committee. Each committee shall adopt such rules (not inconsistent with the
Articles of Incorporation, these By-laws or any regulations




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specified for such committee by the Board) as it shall deem necessary for the
proper conduct of its functions and the performance of its responsibilities.

                       SECTION 6. REMOVAL OF BOARD MEMBER

     Any director or the entire Board may be removed at any time by the
affirmative vote of not less than a majority of the total voting power at a
meeting of shareholders duly called for that purpose. The shareholders at such
meeting may proceed to elect a successor or successors for the unexpired term of
the director or directors removed. Except as provided in this Section 6,
directors shall not be subject to removal.

                               SECTION 7. NOTICES

     7.1 FORM OF DELIVERY. Whenever under the provisions of law the Articles of
Incorporation or these By-laws notice is required to be given to any shareholder
or director, it shall not be construed to mean personal notice unless otherwise
specifically provided in the Articles of Incorporation or these By-laws, but
such notice may be given by mail, addressed to such shareholder or director at
his address as it appears on the records of the Corporation, with postage
thereon prepaid. Such notices shall be deemed to have been given at the time
they are deposited in the United States mail. Notice to a director pursuant to
Section 4.4 hereof may also be given personally or by telephone, e-mail or
telegram sent to his or her address as it appears on the Corporation's records.

     7.2 WAIVER. Whenever any notice is required to be given by law, the
Articles of Incorporation or these By-laws, a waiver thereof in writing signed
by the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto. In addition, notice
shall be deemed to have been given to, or waived by, any shareholder or director
who attends a meeting of shareholders or directors in person, or is represented
at such meeting by proxy, without protesting at the commencement of the meeting
the transaction of any business because the meeting is not lawfully called or
convened.

                              SECTION 8. OFFICERS

     8.1 DESIGNATIONS. The Corporation's officers shall be a Chairman, a Chief
Executive Officer, a President, a Secretary, a Chief Financial Officer, a
Controller and a Treasurer. The Corporation may also have one or more Assistant
Secretaries and Assistant Treasurers and other officers. Any two offices may be
held by one person, provided that no person holding more than one office may
sign, in more than one capacity, any certificate or other instrument required by
law to be signed by two officers.




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     8.2 APPOINTMENT OF CERTAIN OFFICERS. At the first meeting of each newly
elected Board, or at such other time when there shall be a vacancy, the Board
shall elect the Corporation's officers.

     8.3 APPOINTMENT OF OTHER OFFICERS. As soon as practicable after his or her
election, the Chief Executive Officer may appoint one or more Assistant
Secretaries, Assistant Treasurers and other officers. The Chief Executive
Officer shall, following such appointment or appointments, cause to be filed
with the minutes of the meeting of the Board an instrument specifying the
officers selected. The Chief Executive Officer may also appoint such other
officers, employees and agents of the Corporation as he or she may deem
necessary, or may vest the authority to appoint such other officers, employees
and agents in such other of the Corporation's officers as he or she deems
appropriate subject in all cases to his or her discretion. Whenever by law or
the terms of the instrument, a vice-president is necessary to execute any
instrument in the absence of execution by the Chief Executive Officer or the
President, then the Chief Financial Officer and any officer designated as a
Director of a particular function or designated in a specific grant of
authority, shall be deemed a vice-president of the Corporation for such purpose.
Subject to these By-laws, all of the officers, employees and agents of the
Corporation shall hold their offices or positions for such terms and shall
exercise such powers and perform such duties as shall be specified from time to
time by the Board or the Chief Executive Officer.

     8.4 REMOVAL. The Board or the Chief Executive Officer may remove any
officer with or without cause at any time. Any such removal shall be without
prejudice to the contractual rights of such officers, if any, with the
Corporation, but the election of an officer shall not in and of itself create
contractual rights. Any vacancy occurring in any office of the Corporation by
death, resignation, removal or otherwise may be filled by the Chief Executive
Officer until the next regular or special meeting of the Board.

     8.5 THE CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall have
general and active responsibility for the management of the Corporation's
business, shall be responsible for implementing all orders and resolutions of
the Board, shall supervise the daily operations of the Corporation's business
and shall, in the absence of the Chairman, preside at meetings of the Board and
of the shareholders.

     8.6 AUTHORITY AND DUTIES OF OFFICERS. In the absence or disability of the
Chief Executive Officer, the President shall perform the duties and exercise the
powers of the Chief Executive Officer, and shall perform such other duties as
the Board shall prescribe.

     8.7 THE SECRETARY. The Secretary shall attend all meetings of the Board and
all meetings of the shareholders, record all votes and the minutes of all
proceedings in a book to be kept for that purpose, give, or cause to be given,




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notice of all meetings of the shareholders and special meetings of the Board,
and perform such other duties as may be prescribed by the Board or Chairman, CEO
and President. The Secretary shall also keep in safe custody the Corporation's
seal, if any, and affix the seal to any instrument requiring it.

     8.8 THE PRESIDENT. The President shall report to the Chief Executive
Officer and the Board and shall perform such duties as may be requested from
time to time by the Board, the Chief Executive Officer, or the By-laws.

     8.9 THE CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall be the
Corporation's principal financial officer and shall manage the Corporation's
financial affairs and direct the activities of the Treasurer and other officers
responsible for the Corporation's financial affairs. The Chief Financial Officer
may sign, execute and deliver in the name of the Corporation contracts, bonds
and other obligations, shall be responsible for all of the Corporation's
internal and external financial reporting and shall perform such other duties as
may be prescribed from time to time by the Board, the Chief Executive Officer
and the President or by the By-laws.

     8.10 THE TREASURER. As directed by the Chief Financial Officer, the
Treasurer shall have general custody of all funds and securities of the
Corporation. The Treasurer may sign, with the Chief Executive Officer, the
President, the Chief Financial Officer or such other person or persons as may be
designated for the purpose by the Board, all bills of exchange or promissory
notes of the Corporation. The Treasurer shall perform such other duties as may
be prescribed from time to time by the Chief Financial Officer or the By-laws.

     8.11 THE CONTROLLER. The Controller shall assist the Chief Financial
Officer as directed in accounting, financial reporting, bookkeeping and
accounting procedures and perform such other duties as may be prescribed from
time to time by the Chief Financial Officer.

                                SECTION 9. STOCK

     9.1 CERTIFICATES. Every holder of stock in the Corporation shall be
entitled to have a certificate signed by the President and the Secretary or an
Assistant Secretary evidencing the number and class (and series, if any) of
shares owned by him, containing such information as required by law and bearing
the seal of the Corporation. If any stock certificate is manually signed by a
transfer agent or registrar other than the Corporation itself or an employee of
the Corporation, the signature of any such officer may be a facsimile. In case
any officer, transfer agent or registrar who has signed or whose facsimile
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 Corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue.




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<PAGE>   14

     9.2 MISSING CERTIFICATES. The President may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. As a condition
precedent to the issuance of a new certificate or certificates, the officers of
the Corporation shall, unless dispensed with by the President, require the owner
of such lost, stolen or destroyed certificate or certificates, or his legal
representative, (i) to advertise or give the Corporation a bond or (ii) enter
into a written indemnity agreement, in each case in an amount appropriate to
indemnify the Corporation against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.

     9.3 TRANSFERS. Upon surrender to the Corporation or the transfer agent of
the Corporation, of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                   SECTION 10. DETERMINATION OF SHAREHOLDERS

     10.1 RECORD DATE. For the purpose of determining shareholders entitled to
notice of and to vote at a meeting, or to receive a dividend, or to receive or
exercise subscription or other rights, or to participate in a reclassification
of stock, or in order to make a determination of shareholders for any other
proper purpose, the Board may fix in advance a record date for determination of
shareholders for such purpose, such date to be not more than sixty days and, if
fixed for the purpose of determining shareholders entitled to notice of and to
vote at a meeting, not less than ten days, prior to the date on which the action
requiring the determination of shareholder is to be taken.

     10.2 REGISTERED SHAREHOLDERS. Except as otherwise provided by law, the
Corporation, and its directors, officers and agents may recognize and treat a
person registered on its records as the owner of shares, as the owner in fact
thereof for all purposes, and as the person exclusively entitled to have and to
exercise all rights and privileges incident to the ownership of such shares, and
rights under this Section 10.2 shall not be affected by any actual constructive
notice that the Corporation, or any of its directors, officers or agents, may
have to the contrary


                           SECTION 11. MISCELLANEOUS

     11.1 DIVIDENDS. Except as otherwise provided by law or the Articles of
Incorporation, dividends upon the stock of the Corporation may be declared by



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<PAGE>   15

the Board at any regular or special meeting. Dividends may be paid in cash,
property, or in shares of stock.

     11.2 CHECKS. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Chief Executive Officer or the Board may from time to time designate.
Signatures of the authorized signatories may be by facsimile.

     11.3 FISCAL YEAR. The Board may adopt for and on behalf of the Corporation
a fiscal or a calendar year.

     11.4 SEAL. The Board may adopt a corporate seal, which seal shall have
inscribed thereon the name of the Corporation. The seal may be used by causing
it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
Failure to affix the seal shall not, however, affect the validity of any
instrument.

     11.5 GENDER. All pronouns and variations thereof used in these By-laws
shall be deemed to refer to the masculine, feminine or neuter gender, singular
or plural, as the identity of the person, persons, entity or entities referred
to require.

     11.6 CONTROL SHARE ACQUISITIONS. Effective as of October 18, 1994, the
provisions of Sections 135 through 140.2 of the Business Corporation Law of
Louisiana (as amended) shall not apply to acquisitions of shares of the
Corporation.

                          SECTION 12. INDEMNIFICATION

     The Corporation shall indemnify to the full extent permitted by law any
director, officer or employee against any expenses or costs, including
attorneys' fees, actually or reasonably incurred by him or her in connection
with any threatened, pending or completed claim, action, suit or proceeding,
whether criminal, civil, administrative or investigative, against such person or
as to which he or she is involved solely as a witness or person required to give
evidence because he or she is a director, officer or employee of the Corporation
or serves or served at the request of the Corporation with any other enterprise
as a director, officer or employee. For purposes of this Section 12, the term
"Corporation" shall include any predecessor of this Corporation and any
constituent corporation (including any constituent of a constituent) absorbed by
the Corporation in a consolidation or merger; the term "other enterprises" shall
include any corporation, partnership, joint venture, trust or employee benefit
plan; service "at the request of the Corporation" shall include service as a
director, officer or employee of the Corporation that imposes duties on, or
involves services by, such director, officer or employee with respect to an
employee benefit plan, its participants or beneficiaries; any excise taxes
assessed on a person with respect to an employee benefit plan shall be deemed to
be



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<PAGE>   16

indemnifiable expenses; and action by a person with respect to an employee
benefit plan that such person reasonably believes to be in the interest of the
participants and beneficiaries of such plan shall be deemed to be action not
opposed to the best interests of the Corporation.


                             SECTION 13. AMENDMENTS

     The Corporation's By-laws may be amended or repealed only by a majority of
the Board or the affirmative vote of the holders of at least a majority of the
total voting power at any regular or special meeting of shareholders, the notice
of which states that the proposed amendment or repeal is to be considered at the
meeting.



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