BYLAWS
 OF
 GLOBAL INDUSTRIES, LTD.




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GLOBAL INDUSTRIES, LTD.
 BYLAWS
 Table of Contents
 PageARTICLE I OfficesSection 1. Registered Office
    
    
    1Section 2. Other Offices
    
    
    1ARTICLE II StockholdersSection 1. Place of Meetings
    
    
    1Section 2. Quorum; Adjournment of Meetings
    
    
    1Section 3. Annual Meetings
    
    
    2Section 4. Special Meetings
    
    
    2Section 5. Record Date
    
    
    2Section 6. Notice of Meetings
    
    
    3Section 7. Stock List
    
    
    3Section 8. Proxies
    
    
    3Section 9. Voting; Elections; Inspectors
    
    
    4Section 10. Conduct of Meetings
    
    
    4Section 11. Treasury Stock
    
    
    5Section 12. Action Without Meeting
    
    
    5Section 13. Nominations for Election as a Director
    
    
    5ARTICLE III Board of DirectorsSection 1. Power; Number; Term of Office
    
    
    6Section 2. Quorum
    
    
    7Section 3. Place of Meetings; Order of Business
    
    
    7Section 4. First Meeting
    
    
    7Section 5. Regular Meetings
    
    
    7Section 6. Special Meetings
    
    
    7Section 7. Removal
    
    
    7Section 8. Vacancies; Increases in the Number of Directors
    
    
    8Section 9. Compensation
    
    
    8Section 10. Action Without a Meeting; Telephone Conference Meeting
    
    
    8Section 11. Approval or Ratification of Acts or Contracts by Stockholders
    
    
    8ARTICLE IV CommitteesSection 1. Designation; Powers
    
    
    9Section 2. Procedure; Meetings; Quorum
    
    
    9
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PageSection 3. Substitution of Members
    
    
    9ARTICLE V OfficersSection 1. Number, Titles and Term of Office
    
    
    10Section 2.  Salaries
    
    
    10Section 3. Removal
    
    
    10Section 4. Vacancies
    
    
    10Section 5. Powers and Duties of the Chief Executive Officer
    
    
    10Section 6. Powers and Duties of the Chairman of the Board
    
    
    10Section 7. Powers and Duties of the President
    
    
    10Section 8. Vice Presidents
    
    
    11Section 9. Treasurer
    
    
    11Section 10. Assistant Treasurers
    
    
    11Section 11. Secretary
    
    
    11Section 12.  Assistant Secretaries
    
    
    11Section 13. Action with Respect to Securities of Other Corporations
    
    
    12ARTICLE VI Indemnification of Directors, Officers, Employees and AgentsSection 1. Right to Indemnification
    
    
    12Section 2. Indemnification of Employees and Agents
    
    
    13Section 3. Right of Claimant to Bring Suit
    
    
    13Section 4. Nonexclusivity of Rights
    
    
    13Section 5. Insurance
    
    
    13Section 6. Savings Clause
    
    
    13Section 7. Definitions
    
    
    14ARTICLE VII Capital StockSection 1. Form and Issuance of Stock
    
    
    14Section 2. Transfer of Shares
    
    
    15Section 3. Ownership of Shares
    
    
    15Section 4. Regulations Regarding Certificates
    
    
    15Section 5. Lost or Destroyed Certificates
    
    
    15ARTICLE VIII Miscellaneous ProvisionsSection 1. Fiscal Year
    
    
    15Section 2. Corporate Seal
    
    
    16Section 3. Notice and Waiver of Notice
    
    
    16Section 4. Resignations
    
    
    16Section 5. Facsimile Signatures
    
    
    16Section 6. Reliance upon Books, Reports and Records
    
    
    16ARTICLE IX Amendments
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BYLAWS
 OF
 GLOBAL INDUSTRIES, LTD.
  Offices
 Registered Office
 Other Offices
  Stockholders
 Place of Meetings
 Quorum; Adjournment of Meetings
  1




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Annual Meetings
 Special Meetings
 Record Date
 2




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Notice of Meetings
 Stock List
 Proxies
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Voting; Elections; Inspectors
    Conduct of Meetings
 4




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(a)
    
    Calling of meeting to order.(b)
    
    Election of a chairman and the appointment of a secretary if necessary.(c)
    
    Presentation of proof of the due calling of the meeting.(d)
    
    Presentation and examination of proxies and determination of a quorum.(e)
    
    Reading and settlement of the minutes of the previous meeting.(f)
    
    Reports of officers and committees.(g)
    
    The election of directors if an annual meeting, or a meeting called for that
purpose.(h)
    
    Unfinished business.(i)
    
    New business.(j)
    
    Adjournment.
 Treasury Stock
 Action Without Meeting
 Nominations for Election as a Director
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Board of Directors
 Power; Number; Term of Office
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Quorum
 Place of Meetings; Order of Business
 First Meeting
 Regular Meetings
 Special Meetings
 Removal
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Vacancies; Increases in the Number of Directors
  Compensation
 Action Without a Meeting; Telephone Conference Meeting
  Approval or Ratification of Acts or Contracts by Stockholders
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Committees
 Designation; Powers
 Procedure; Meetings; Quorum
 Substitution of Members
 9




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Officers
 Number, Titles and Term of Office
 Salaries
 Removal
 Vacancies
 Powers and Duties of the Chief Executive Officer
 Powers and Duties of the Chairman of the Board
 Powers and Duties of the President
 10




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Vice Presidents
 Treasurer
 Assistant Treasurers
 Secretary
 Assistant Secretaries
 11




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Action with Respect to Securities of Other Corporations
  Officers, Employees and Agents
 Right to Indemnification
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Indemnification of Employees and Agents
 Right of Claimant to Bring Suit
 Nonexclusivity of Rights
 Insurance
 Savings Clause
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Definitions
  Capital Stock
 Form and Issuance of Stock
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Transfer of Shares
 Ownership of Shares
 Regulations Regarding Certificates
 Lost, Stolen or Destroyed Certificates
   Miscellaneous Provisions
 Fiscal Year
 15




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Corporate Seal
 Notice and Waiver of Notice
  Resignations
 Facsimile Signatures
 Reliance upon Books, Reports and Records
  Amendments
  16




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