**EXHIBIT 3.01**
AMENDED BY-LAWS OF REGISTRANT
**MARTEK BIOSCIENCES CORPORATION**
**BY-LAWS**
**ARTICLE I. STOCKHOLDERS**
     **Section 1. Annual Meeting****.**
An annual meeting of the stockholders, for the election of directors to succeed those whose termsexpire and for the transaction of such other business as may properly come before the meeting,shall be held at such place, on such date, and at such time as the Board of Directors shall eachyear fix.
     **Section 2. Special Meetings****.**
Special meetings of the stockholders, for any purpose or purposes prescribed in the notice of themeeting, may be called by the Chairman of the Board, the Chief Executive Officer, a majority of theBoard of Directors present at a meeting at which a quorum is present or in writing (addressed tothe Secretary of the Corporation) with or without a meeting or by a stockholder or stockholdersowning in the aggregate stock representing a majority of the voting power of the Company and shallbe held at such place, on such date, and at such time as they or he or she shall fix.
     **Section 3. Notice of Meetings****.**
Written notice of the place, date, and time of all meetings of the stockholders shall be given, notless than ten nor more than sixty days before the date on which the meeting is to be held, to eachstockholder entitled to vote at such meeting, except as otherwise provided herein or required bylaw (meaning, here and hereinafter, as required from time to time by the Delaware GeneralCorporation Law or the Certificate of Incorporation of the Corporation).
When a meeting is adjourned to another place, date or time, written notice need not be given of theadjourned meeting if the place, date and time thereof are announced at the meeting at which theadjournment is taken; provided, however, that if the date of any adjourned meeting is more thanthirty days after the date for which the meeting was originally noticed, or if a new record date isfixed for the adjourned meeting, written notice of the place, date, and time of the adjournedmeeting, shall be given in conformity herewith. At any adjourned meeting, any business may betransacted which might have been transacted at the original meeting.
     **Section 4. Quorum****.**
At any meeting of the stockholders, the holders of a majority of all of the shares of the stockentitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for allpurposes, unless or except to the extent that the presence of a larger number may be required bylaw.
If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of amajority of the shares of stock entitled to vote who are present, in person or by proxy, mayadjourn the meeting to another place, date, or time.
If a notice of any adjourned special meeting of stockholders is sent to all stockholders entitledto vote thereat, stating that it will be held with those present constituting a quorum, then exceptas otherwise required by law, those present at such adjourned meeting shall constitute a quorum,and all matters shall be determined by a majority of the votes cast at such meeting.
     **Section 5. Organization****.**
Such person as the Board of Directors may have designated or, in the absence of such a person, thechief executive officer of the Corporation or, in his or her absence, such person as may be chosenby the holders of a majority of the shares entitled to vote who are present, in person or by Proxy,shall call to order any meeting of the stockholders and act as chairman of the meeting. In theabsence of the Secretary of the Corporation, the secretary of the meeting shall be such person asthe chairman appoints.
 

 

     **Section 6. Conduct of Business****.**
The chairman of any meeting of stockholders shall determine the order of business and the procedureat the meeting, including such regulation of the manner of voting and the conduct of discussion asseem to him or her in order.
     **Section 7. Proxies and Voting****.**
At any meeting of the stockholders, every stockholder entitled to vote may vote in person or byproxy authorized by an instrument in writing filed in accordance with the procedure established forthe meeting.
Each stockholder shall have one vote for every share of stock entitled to vote which is registeredin his or her name on the record date for the meeting, except as otherwise provided herein orrequired by law.
All voting, including on the election of directors but excepting where otherwise required by law,may be by a voice vote; provided, however, that upon demand therefor by a stockholder entitled tovote or his or her proxy, a stock vote shall be taken. Every stock vote shall be taken by ballots,each of which shall state the name of the stockholder or proxy voting and such other information asmay be required under the procedure established for the meeting. Every vote taken by ballots shallbe counted by an inspector or inspectors appointed by the chairman of the meeting.
All elections shall be determined by a plurality of the votes cast, and except as otherwiserequired by law, all other matters shall be determined by a majority of the votes cast.
     **Section 8. Stock List****.**
A complete list of stockholders entitled to vote at any meeting of stockholders, arranged inalphabetical order for each class of stock and showing the address of each such stockholder and thenumber of shares registered in his or her name, shall be open to the examination of any suchstockholder, for any purpose germane to the meeting, during ordinary business hours for a period ofat least ten (10) days prior to the meeting, either at a place within the city where the meeting isto be held, which place shall be specified, or at the place where the meeting is to be held.
The stock list shall also be kept at the place of the meeting during the whole time thereof andshall be open to the examination of any such stockholder who is present. This list shallpresumptively determine the identity of the stockholders entitled to vote at the meeting and thenumber of shares held by each of them.
     **Section 9. Consent of Stockholders in Lieu of Meeting****.**
Any action required to be taken at any annual or special meeting of stockholders of theCorporation, or any action which may be taken at any annual or special meeting of the stockholders,may be taken without a meeting, without prior notice and without a vote, if a consent 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.
     **Section 10. Inspectors****.**
The directors, in advance of any meeting, shall appoint one or more inspectors of election to actat the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, theperson presiding at the meeting may, but need not, appoint one or more inspectors. In case anyperson who may be appointed as an inspector fails to appear or act, the vacancy may be filled byappointment made by the directors in advance of the meeting or at the meeting by the personpresiding thereat. Each inspector before entering upon the discharge of his duties, shall take andsign an oath faithfully to execute the duties of inspector at such meeting with strict impartialityand according to the best of his ability. The inspectors, if any, shall determine the number ofshares of stock outstanding and the voting power of each, the shares of stock represented at themeeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes,ballots or consents, hear and determine all challenges and questions arising in connection with theright to vote, count and tabulate all votes, ballots or consents, determine the result, and do suchacts as are proper to conduct the election or vote with fairness to all stockholders. On requestof the person presiding at the meeting, the inspector or inspectors, if any, shall make a report inwriting of any challenge, question or matter determined by him or them and execute a certificate ofany fact found by him or them.
 

 

**ARTICLE II. BOARD OF DIRECTORS**
     **Section 1. Number and Term of Office.**
The number of directors that shall constitute the whole Board of Directors shall be no fewer thanthree members and no greater than eleven members and shall be that number of members that the Boardof Directors determines shall be serving on the Board of Directors from time-to-time. The membersshall be divided by the Board of Directors into three classes as specified or determined pursuantto the Certificate of Incorporation of the Corporation as in effect from time-to-time. Directorsneed not be stockholders. Each director shall hold office until his or her successor is electedand qualified, or until their earlier death or resignation or removal in the manner hereinafterprovided.
Whenever the authorized number of directors is increased, a majority of the directors then inoffice shall have the power to elect such new directors for the balance of a term and until theirsuccessors are elected and qualified. Any decrease in the authorized number of directors shall notbecome effective until the expiration of the term of the directors then in office unless, at thetime of such decrease, there shall be vacancies on the board that are being eliminated by thedecrease.
     **Section 2. Chairman of the Board****.**
The Chairman of the Board, who shall be chosen by the Board of Directors from among the members ofthe Board of Directors, shall have the responsibility for the implementation of the policiesdetermined by the Board of Directors. He shall preside over the meetings of the Board of Directorsand of the stockholders at which he is present.
     **Section 3. Vacancies****.**
If the office of any director becomes vacant by reason of death, resignation, disqualification,removal or other cause, a majority of the directors remaining in office, although less than aquorum, may elect a successor for the unexpired term and until his or her successor is elected andqualified.
     **Section 4. Regular Meetings****.**
Regular meetings of the Board of Directors shall be held at such place or places, on such date ordates, and at such time or times as shall have been established by the Board of Directors andpublicized among all directors. A notice of each regular meeting shall not be required.
     **Section 5. Special Meetings****.**
Special meetings of the Board of Directors may be called by the Chairman of the Board or the ChiefExecutive Officer or by a majority of the Board of Directors by vote at a meeting, or in writing bythree or more directors and shall be held at such place, on such date, and at such time as they orhe or she shall fix. Notice of the place, date, and time of each such special meeting shall begiven each director by whom it is not waived by mail, telex, telephone or telegraph not less thantwenty-four hours before the meeting. Unless otherwise indicated in the notice thereof, any andall business may be transacted at a special meeting.
     **Section 6. Quorum****.**
At any meeting of the Board of Directors, a majority of the total number of the persons thenserving on the Board of Directors shall constitute a quorum for all purposes. If a quorum shallfail to attend any meeting, a majority of those present may adjourn the meeting to another place,date, or time, without further notice or waiver thereof.
     **Section 7. Participation in Meetings By Conference Telephone****.**
Members of the Board of Directors, or of any committee thereof, may participate in a meeting ofsuch Board or committee by means of conference telephone or similar communications equipment bymeans of which all persons participating in the meeting can hear each other and such participationshall constitute presence in person at such meeting.
 

 

     **Section 8. Conduct of Business****.**
At any meeting of the Board of Directors, business shall be transacted in such order and manner asthe Board may from time to time determine, and all matters shall be determined by the vote of amajority of the directors present, except as otherwise provided herein or required by law. Anyaction required to be taken at a meeting of the Board of Directors may be taken by the Board ofDirectors without a meeting if all members thereof consent thereto in writing, and the writing orwritings are filed with the minutes of proceedings of the Board of Directors.
     **Section 9. Powers****.**
The Board of Directors may, except as otherwise required by law, exercise all such powers and doall such acts and things as may be exercised or done by the Corporation, including, withoutlimiting the generality of the foregoing, the unqualified power:
(1) To declare dividends from time to time in accordance with law;
(2) To purchase or otherwise acquire any property, rights or privileges on such terms as it shalldetermine;
(3) To authorize the creation, making and issuance, in such form as it may determine, of writtenobligations of every kind, negotiable or non-negotiable, secured or unsecured, and to do all thingsnecessary in connection therewith;
(4) To remove any officer of the Corporation with or without cause, and from time to time todevolve the powers and duties of any officer upon any other person for the time being;
(5) To confer upon any officer of the Corporation the power to appoint, remove and suspendsubordinate officers, employees and agents;
(6) To adopt from time to time such stock, option, stock purchase, bonus or other compensationplans for directors, officers, employees and agents of the Corporation and its subsidiaries as itmay determine;
(7) To adopt from time to time such insurance, retirement, and other benefit plans for directors,officers, employees and agents of the Corporation and its subsidiaries as it may determine; and,
(8) To adopt from time to time regulations, not inconsistent with these By-laws, for the managementof the Corporation’s business and affairs.
     **Section 10****.****Compensation of Directors****.**
Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees andother compensation for their services as directors, including, without limitation, their servicesas members of committees of the Board of Directors.
**ARTICLE III. COMMITTEES**
     **Section 1. Committees of the Board of Directors****.**
The Board of Directors, by a vote of two-thirds (2/3) of the whole Board, may from time to timedesignate committees of the Board, with such lawfully delegable powers and duties as it therebyconfers, to serve at the pleasure of the Board and shall, for those committees and any othersprovided for herein, elect a director or directors to serve as the member or members, designating,if it desires, other directors as alternate members who may replace any absent or disqualifiedmember at any meeting of the committee. Any committee so designated may exercise the power andauthority of the Board of Directors to declare a dividend or to authorize the issuance of stock ifthe resolution which designates the committee or a supplemental resolution of the Board ofDirectors shall so provide. In the absence or disqualification of any member of any committee andany alternate member in his place, the member or members of the committee present at the meetingand not disqualified from voting, whether or not he or she or they constitute a quorum, may byunanimous vote appoint another member of the Board of Directors to act at the meeting in the placeof the absent or disqualified member.
     **Section 2. Compensation Committee.**
The Compensation Committee shall have all authority and shall perform all duties related to thecompensation of management of the Corporation, including, but not limited to determining salarypolicies and practices, changes in compensation and benefits for
 

 

management, determination of employee benefits and all other matters relating to employeecompensation. The Compensation Committee shall consist of three members.
     **Section 3. Conduct of Business****.**
Each committee may determine the procedural rules for meeting and conducting its business and shallact in accordance therewith, except as otherwise provided herein or required by law. Adequateprovision shall be made for notice to members of all meetings; one-third of the members shallconstitute a quorum unless the committee shall consist of one or two members, in which event onemember shall constitute a quorum; and all matters shall be determined by a majority vote of themembers present. Action may be taken by any committee without a meeting if all members thereofconsent thereto in writing, and the writing or writings are filed with the minutes of theproceedings of such committee.
**ARTICLE IV. OFFICERS**
     **Section 1. Generally****.**
The officers of the Corporation shall consist of a Chief Executive Officer, a President, one ormore Vice Presidents (including Executive or Senior Vice Presidents), a Secretary, a Treasurer andsuch other officers or assistant officers as may from time to time be appointed by the Board ofDirectors. Officers shall be elected by the Board of Directors, which shall consider that subjectat its first meeting after every annual meeting of stockholders. Each officer shall hold officeuntil his or her successor is elected and qualified or until his or her earlier resignation orremoval. Any number of offices may be held by the same person.
     **Section 2. Chief Executive Officer****.**
The Chief Executive Officer, in the absence of the Chairman of the Board, shall preside at allmeetings of the Board of Directors and of the stockholders at which he shall be present; he maysign and execute, in the name of the Corporation, all authorized deeds, mortgages, bonds, contractsor other instruments, except in cases in which the signing and execution thereof shall have beenexpressly delegated to some other officer or agent of the Corporation; and, in general, he shallperform all duties usually performed by a chief executive officer of the corporation and such otherduties as are from time to time assigned to him by the Board of Directors of the Corporation.
     **Section 3. President.**
The President shall have such powers and shall perform such duties as may be prescribed by theBoard of Directors or by the Chief Executive Officer.
     **Section 4. Vice President****.**
Each Vice President shall have such powers and duties as may be delegated to him by the ChiefExecutive Officer or the Board of Directors.
     **Section 5. Treasurer****.**
The Treasurer shall have the responsibility for maintaining the financial records of theCorporation and shall have or supervise custody of all funds and securities of the Corporation. Heshall make such disbursements of the funds of the Corporation as are authorized and shall renderfrom time to time an account of all such transactions and of the financial condition of theCorporation. The Treasurer shall also perform such other duties as the Chief Executive Officer orthe Board of Directors may from time to time prescribe.
     **Section 6. Secretary****.**
The Secretary shall issue authorized notices for, and shall keep minutes of, all meetings of thestockholders and the Board of Directors. He shall have charge of the corporate books and shallperform such other duties as the Chief Executive Officer or the Board of Directors may from time totime prescribe.
 

 

     **Section 7. Assistant Officers****.**
The Board of Directors or the Chief Executive Officer may designate from time to time assistantVice Presidents, assistant Treasurers, and assistant Secretaries, who shall perform such duties asmay, from time to time, be assigned to them by the Board of Directors or the Chief ExecutiveOfficer.
     **Section 8. Delegation of Authority****.**
The Board of Directors may from time to time delegate the powers or duties of any officer to anyother officers or agents, notwithstanding any provision hereof.
     **Section 9. Removal****.**
Any officer of the Corporation may be removed at any time, with or without cause, by the Board ofDirectors.
**ARTICLE V. STOCK**
     **Section 1. Certificates of Stock****.**
Each stockholder shall be entitled to a certificate signed by, or in the name of the Corporationby, the Chief Executive Officer, the President or a Vice President, and by the Secretary or anAssistant Secretary, or the Treasurer or an Assistant Treasurer, certifying the number of sharesowned by him or her. Any of or all the signatures on the certificate may be facsimile.
     **Section 2. Uncertificated Shares****.**
Subject to any conditions imposed by statute or by the Certificate of Incorporation, the Board ofDirectors may provide by resolution or resolutions that some or all of any or all classes or seriesof the stock of the corporation shall be uncertificated shares. Within a reasonable time after theissuance or transfer of any uncertificated shares, the corporation shall send to the registeredowner thereof any written notice prescribed by the General Corporation Law.
     **Section 3. Lost Certificates****.**
The Corporation may issue a new certificate of stock or uncertificated shares in place of anycertificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, upon thesatisfaction of such conditions as the Board of Directors may require including, but not limitedto, requiring the owner of the lost, stolen, or destroyed certificate, or his legal representativeto give the Corporation a bond sufficient to indemnify the Corporation against any claim that maybe made against it on account of the alleged loss, theft, or destruction of any such certificate orthe issuance of any such new certificate or uncertificated shares, and the Board of Directors maydelegate to an officer of the Corporation the power to determine whether such conditions have beensatisfied and to cause such replacement certificates or uncertificated shares to be issued.
     **Section 4. Stock Transfers****.**
The Board of Directors shall have power and authority to make all such rules and regulations as itmay deem expedient concerning the issue, transfer and registration of certificates of stock. TheBoard of Directors may appoint Transfer Agents and Registrars thereof.
     **Section 5. Record Date****.**
The Board of Directors may fix a record date, which shall not be more than sixty nor less than tendays before the date of any meeting of stockholders, nor more than sixty days prior to the time forthe other action hereinafter described, as of which there shall be determined the stockholders whoare entitled: to notice of or to vote at any meeting of stockholders or any adjournment thereof; toexpress consent to corporate action in writing without a meeting; to receive payment of anydividend or other distribution or allotment of any rights; or to exercise any rights with respectto any change, conversion or exchange of stock or with respect to any other lawful action.
     **Section 6. Stock Option Matters and Other Security Issuances**
Unless approved by the holders of a majority of the shares present and entitled to vote at a dulyconvened meeting of stockholders, or a majority of outstanding shares entitled to vote acting bywritten consent, the Corporation shall not (i) grant any stock options with an exercise price thatis less than 100% of the fair market value of the underlying stock on the date of grant; (ii)reduce the exercise price
 

 

of any stock option granted under any existing or future stock option plan; or (iii) sell or issueany security convertible, exercisable or exchangeable into shares of Common Stock, having aconversion exercise or exchange price which is subject to downward adjustment based on the marketprice of the Common Stock at the time of conversion, exercise or exchange of such security intoCommon Stock (other than pursuant to customary anti-dilution provisions).”
**ARTICLE VI. NOTICES**
     **Section 1. Notices****.**
Except as otherwise specifically provided herein or required by law, all notices required to begiven to any stockholder, director, officer, employee or agent shall be in writing and may in everyinstance be effectively given by hand delivery to the recipient thereof, by depositing such noticein the mails, postage paid, or by sending such notice by prepaid telegram or mailgram. Any suchnotice shall be addressed to such stockholder, director, officer, employee or agent at his or herlast known address as the same appears on the books of the Corporation. The time when such noticeis received, if hand delivered, or dispatched, if delivered through the mails or by telegram ormailgram, shall be the time of the giving of the notice.
     **Section 2. Waivers****.**
A written waiver of any notice, signed by a stockholder, director, officer, employee or agent,whether before or after the time of the event for which notice is to be given, shall be deemedequivalent to the notice required to be given to such stockholder, director, officer, employee oragent. Neither the business nor the purpose of any meeting need be specified in such a waiver.
**ARTICLE VII. MISCELLANEOUS**
     **Section 1. Facsimile Signatures****.**
In addition to the provisions for use of facsimile signatures elsewhere specifically authorized inthese By-laws, facsimile signatures of any officer or officers of the Corporation may be usedwhenever and as authorized by the Board of Directors or a committee thereof.
     **Section 2. Corporate Seal****.**
The Board of Directors may provide a suitable seal, containing the name of the Corporation, whichseal shall be in the charge of the Secretary. If and when so directed by the Board of Directors ora committee thereof, duplicates of the seal may be kept and used by the Treasurer or by anAssistant Secretary or Assistant Treasurer.
     **Section 3. Reliance upon Books, Reports and Records****.**
Each director, each member of any committee designated by the Board of Directors, and each officerof the Corporation shall, in the performance of his duties, be fully protected in relying in goodfaith upon the books of account or other records of the Corporation, including reports made to theCorporation by any of its officers, by an independent certified public accountant, or by anappraiser selected with reasonable care.
     **Section 4. Fiscal Year****.**
The fiscal year of the Corporation shall be as fixed by the Board of Directors.
     **Section 5. Time Periods****.**
In applying any provision of these By-laws which require that an act be done or not done aspecified number of days prior to an event or that an act be done during a period of a specifiednumber of days prior to an event, calendar days shall be used, the day of the doing of the actshall be excluded, and the day of the event shall be included.
     **Section 6. Voting Securities Held by the Corporation.**
Unless otherwise ordered by the Board of Directors, the Chief Executive Officer shall have fullpower and authority on behalf of the Corporation: (a) to attend and to vote at any meeting ofsecurity holders of other corporations in which the Corporation may hold securities; (b) to executeany proxy for such meeting on behalf of the Corporation; or (c) to execute a written action in lieuof a
 

 

meeting of such other corporation on behalf of the Corporation. At such meeting, by such proxy orby such writing in lieu of meeting, the Chief Executive Officer shall possess and may exercise anyand all rights and powers incident to the ownership of such securities that the Corporation mighthave possessed and exercised if it had been present. The Board of Directors may, from time totime, confer like powers upon any other person or persons.
     **Section 7. Purchase and Sale of Securities****.**
Unless otherwise ordered by the Board of Directors, the Chief Executive Officer shall have fullpower and authority on behalf of the Corporation to purchase, sell, transfer or encumber any andall securities of any other corporation owned by the Corporation and may execute and deliver suchdocuments as may be necessary to effectuate such purchase, sale, transfer or encumbrance. TheBoard of Directors may, from time to time, confer like powers upon any other person or persons.
**ARTICLE VIII. AMENDMENTS**
Subject to the provisions of the Certificate of Incorporation, as amended, these By-laws may beadopted, amended or repealed by a vote of a majority of the entire Board of Directors at anymeeting or by the stockholders at any meeting, except that (a) Section 1 and 3 of Article II, andthis Article VIII may not be altered, amended, or repealed except by the affirmative vote of atleast eighty percent (80%) of the shares entitled to vote thereon or the affirmative vote of atleast eighty percent (80%) of the members of the Board of Directors, and (b) Section 6 of Article Vmay not be altered, amended, or repealed except by the affirmative vote of at least fifty percent(50%) of the shares entitled to vote thereon.”