**Exhibit3.3**

 

**AMENDEDAND RESTATED**

 

**BYLAWS**

 

**of**

 

**PIONEERDRILLING COMPANY**

 

The following Amended andRestated Bylaws, adopted by the Board of Directors of Pioneer Drilling Company(the “Corporation”) (these “Bylaws”), shall govern the business of the Corporation,unless and until such time as these Bylaws may be amended pursuant to theprovisions hereof:

 

ARTICLE I

 

# CAPITAL STOCK

 

Section 1.  Certificates Representing Shares.  The Corporation shall deliver certificatesrepresenting shares of capital stock of the Corporation to which holders of itscapital stock (each a “Shareholder”) are entitled.  Such certificates shall be signed by the Chief Executive Officer,the President or a Vice President of the Corporation and either the Secretaryor an Assistant Secretary of the Corporation, and shall bear the seal of theCorporation or a facsimile thereof.  Thesignature of any such officer on any such share certificate may befacsimile.  In case any officer who hassigned or whose facsimile signature has been placed on any such sharecertificate shall have ceased to be such officer before such certificate isissued, it may be issued by the Corporation with the same effect as if he weresuch officer at the date of its issuance.

 

Section 2.  Shareholders of Record.  The Board of Directors of the Corporation(the “Board of Directors”) may appoint one or more transfer agents orregistrars of any class of capital stock of the Corporation.  Unless and until such appointment is made, theSecretary of the Corporation shall maintain, among other records, a stocktransfer book, the stubs in which shall set forth the names and addresses ofthe holders of all issued shares of capital stock of the Corporation, thenumber of shares held by each, the certificate numbers representing thoseshares, the dates of issue of the certificates representing those shares, andwhether those shares were issued in connection with original issuances or as aresult of transfers.  The names andaddresses of Shareholders as they appear on the stock transfer book shall bethe official list of Shareholders of record for all purposes.  The Corporation shall be entitled to treatthe holder of record of any shares of capital stock of the Corporation as theowner thereof for all purposes and shall not be bound to recognize anyequitable or other claim to, or interest in, those shares or any rightsderiving from those shares, on the part of any other person, including, withoutlimitation, a purchaser, assignee or transferee, unless and until that otherperson becomes the holder of record of those shares, whether or not theCorporation shall have either actual or constructive notice of the interest ofthat other person.

 

Section 3.  Transfer of Shares.  Shares of capital stock of the Corporationshall be transferable on the stock transfer books of the Corporation by theholder of record thereof, or his

 

----

 

duly authorized attorneyor legal representative, upon endorsement and surrender for cancellation of thecertificates for such shares.  Allcertificates surrendered for transfer shall be canceled, and no new certificateshall be issued until a former certificate or certificates for a like number ofshares shall have been surrendered and canceled, except that in the case of alost, destroyed or mutilated certificate, a new certificate may be issuedtherefor upon such conditions as the Board of Directors or the Secretary or anyother officer of the Corporation may prescribe for the protection of theCorporation and any transfer agent or registrar appointed by the Board ofDirectors under Section 2 of this Article I.

 

ARTICLE II

 

MEETINGS OFSHAREHOLDERS

 

Section 1.  Place of Meetings.  All meetings of Shareholders shall be heldat the registered office of the Corporation, or at such other place within orwithout the State of Texas as may be designated by the Board of Directors orthe officer of the Corporation calling the meeting.

 

Section 2.  Annual Meeting.  Annual meetings of the Shareholders shall beheld during each calendar year on a date and at a time designated by the Boardof Directors, and on any subsequent day or days to which such meeting may beadjourned, for the purposes of electing directors of the Corporation (each, a“Director”) and of transacting such other business as may properly come beforethe meeting.  Failure to designate atime for the annual meeting or to hold the annual meeting at the designatedtime shall not work a dissolution of the Corporation.

 

Section 3.  Special Meetings.  Special meetings of the Shareholders may becalled by the Board of Directors or the Chairman of the Board, the ChiefExecutive Officer or the President of the Corporation.  Special meetings of Shareholders shall becalled by the President or the Secretary of the Corporation on the writtenrequest of the holders of shares of capital stock of the Corporationconstituting at least the percentage of outstanding shares of capital stock ofthe Corporation entitled to vote at such meeting that the Articles ofIncorporation specify as the minimum percentage necessary to call a specialmeeting of the Shareholders (or in the absence of such specification, theminimum percentage necessary to call a special meeting that the TBCA (asSection 4 of this Article II defines that term) specifies).  Such request shall state the purpose orpurposes of that meeting and the matters proposed to be acted on at thatmeeting. Upon receipt of such request and any related notice required bySections 8 and/or 9 of this Article II, the Board of Directors shall set adate for the special meeting, set a record date in accordance withSection 5 of this Article II, and shall cause an appropriate officerof the Corporation to give the notice required under Section 4 of thisArticle II.  This Section 3shall be subject to the rights, if any, of holders of any class or series ofcapital stock of the Corporation to call special meetings.

 

Section 4.  Notice of Meeting.  Written notice of all meetings of theShareholders stating the place, day and hour of the meeting and, in the case ofa special meeting, the purpose or purposes for which the meeting is called(which may include, in the case of any special meeting called at the writtenrequest of Shareholders pursuant to the provisions of Section 3 of thisArticle II, any purpose or purposes (in addition to the purpose orpurposes stated by the requesting Shareholders pursuant to Section 3 ofthis Article II) as the Board of Directors may

 

2

----

 

determine), shall bedelivered not less than 10 nor more than 60 days before the date of themeeting, either personally or by mail, by or at the direction of the Presidentor the Secretary of the Corporation or the other officer or person calling themeeting, to each Shareholder entitled to vote at such meeting unless the Boardof Directors is seeking Shareholder approval of a plan of merger or exchange,in which case notice shall be delivered not less than 20 nor more than 60 daysbefore the meeting to all Shareholders, whether or not entitled to vote.  If mailed, such notice shall be deemed to bedelivered when deposited in the United States mail addressed to a Shareholderat his address as it appears on the stock transfer books of the Corporation,with postage thereon prepaid.  Any noticerequired to be given to any Shareholder under any provision of the TexasBusiness Corporation Act, as from time to time amended (the “TBCA”), theArticles of Incorporation of the Corporation (as amended from time to time andincluding each statement respecting any class or series of preferred stock ofthe Corporation which has been filed by the Corporation in accordance with theprovisions of Article 2.13 of the TBCA, the “Articles of Incorporation”)or these Bylaws need not be given to the Shareholder if (1) notice of twoconsecutive annual meetings and all notices of meetings held during the periodbetween those annual meetings, if any, or (2) all (but in no event less thantwo) payments (if sent by first class mail) of distributions or interest onsecurities during a 12-month period have been mailed to that person, addressedat his address as shown on the stock transfer books of the Corporation, andhave been returned undeliverable.  Anyaction or meeting taken or held without notice to such a person shall have thesame force and effect as if the notice had been duly given.  If such a person delivers to the Corporationa written notice setting forth his then current address, the requirement thatnotice be given to that person shall be reinstated.

 

Section 5.  Fixing of Record Date.  The Board of Directors shall fix and shallhave the exclusive authority to fix, in advance, a date as the record date forthe purpose of determining Shareholders entitled to notice of or to vote at anyannual or special meeting of Shareholders or any adjournment thereof, orShareholders entitled to receive a distribution by the Corporation (other thana distribution involving a purchase or redemption by the Corporation of any ofits own shares) or a share dividend, or in order to make a determination ofShareholders for any other proper purpose. Such date, in any case, shall be not more than 60 days, and in the caseof a meeting of Shareholders not less than 10 days (20 days if the Shareholderswill be asked to vote on a plan of merger or exchange at that meeting), priorto the date on which the particular action requiring such determination ofShareholders is to be taken.

 

Section 6.  Voting List.  The officer or agent having charge of thestock transfer books of the Corporation shall make, at least 10 days before eachmeeting of Shareholders, a complete list of the Shareholders entitled to voteat such meeting or any adjournment thereof, arranged in alphabetical order,with the address of and the number of shares held by each, which list, for aperiod of 10 days prior to such meeting, shall be kept on file at theregistered office of the Corporation and shall be subject to inspection by anyShareholder at any time during usual business hours.  Such list shall also be produced and kept open at the time andplace of the meeting and shall be subject to the inspection of any Shareholderduring the whole time of the meeting. The original stock transfer books shall be *prima facie* evidence as to who are the Shareholders entitledto examine such list or transfer books or to vote at any meeting ofShareholders.  Failure to comply withany requirements of this Section 6 shall not affect the validity of anyaction taken at such meeting.

 

3

----

 

Section 7.  Voting; Proxies.  Except to the extent otherwise provided inthe Articles of Incorporation, each Shareholder entitled to vote shall beentitled to one vote for each such share, either in person or by proxy executedin writing by him or by his duly authorized attorney-in-fact.  If any written proxy designates two or morepersons to act as proxies for any meeting of Shareholders, a majority of thosepersons present at the meeting of Shareholders shall have and may exercise allthe powers that written proxy confers on all the persons it so designates,unless that proxy provides otherwise. No proxy shall be valid after 11 months from the date of its executionunless otherwise provided in the proxy. Each proxy shall be revocable unlessthe proxy form conspicuously states that the proxy is irrevocable and the proxyis coupled with an interest.

 

Section 8.  Nomination of Directors.  (a)  Subject to such rights of the holders of any class or series of theCorporation’s capital stock as the Articles of Incorporation may prescribe,only persons who are nominated in accordance with the procedures thisSection 8 sets forth will be eligible for election by Shareholders asDirectors.  Nominations of persons forelection to the Board of Directors may be made at any meeting of Shareholdersat which Directors are to be elected: (1) by or at the direction of the Board of Directors or any committee ofthe Board of Directors which the Board of Directors has duly designated andempowered to nominate persons for election as Directors; or (2) by any Shareholderwho (A) is a Shareholder of record at the time that Shareholder gives thenotice this Section 8 specifies below, (B) will be entitled to vote atthat meeting in the election of the Director for whom that Shareholder ismaking the nomination and (C) complies with this Section 8.

 

### (b)  For a Shareholder to bring any nomination ofa person for election as a Director properly before any meeting ofShareholders, that Shareholder must have given timely notice of that nomination(a “Nomination Notice”) in proper written form to the Secretary of theCorporation.  To be timely, aShareholder’s Nomination Notice must be delivered to the Secretary of theCorporation, or mailed and received by the Secretary of the Corporation, at theprincipal offices of the Corporation: (1) if it relates to an election at any annual meeting of Shareholders,not later than the close of business on the 90th day and not earlier than the180th day prior to the first anniversary of the preceding year’s annualmeeting; provided, however, that, if the date of the pending annual meeting ismore than 30 days before or more than 60 days after that anniversary date, thatNomination Notice will be timely if it is so delivered not later than the lastto occur of the close of business on (A) the 90th day prior to the pendingannual meeting or (B) the 10th day following the day on which the Corporationfirst makes a public announcement of the date of the pending annual meeting;and (2) if it relates to any special meeting of Shareholders, and the noticegiven of that meeting under the provisions of Section 4 of thisArticle II states that Directors will be elected at that meeting, notearlier than 180 days prior to that special meeting and not later than the lastto occur of the close of business on (A) the 90th day prior to that specialmeeting or (B) the 10th day following the day on which the Corporation firstmakes a public announcement of the date of that special meeting.  The public disclosure of an adjournment ofany annual or special meeting will not in any event commence a new time periodfor the giving of any Nomination Notice.

###  

### (c)  To be in proper written form, any NominationNotice of a Shareholder must:  (1) setforth (A) as to each person whom that Shareholder proposes to nominate for electionas a Director, (i) the name, age and business address of that person, (ii) theprincipal occupation or

 

4

----

 

### employment of that person, (iii) the class or seriesand number of shares of capital stock of the Corporation which that person ownsbeneficially or of record and (iv) all other information, if any, relating tothat person which Section 14 of the Securities Exchange Act of 1934, asamended (the “Exchange Act”), and the rules and regulations thereunder wouldrequire the Corporation or that Shareholder to disclose in a proxy statement orany other filing in connection with solicitations of proxies for an election ofdirectors and (B) as to that Shareholder and the beneficial owner, if any, ofcapital stock of the Corporation on whose behalf the nomination is being made,(i) the name and address of that Shareholder as they appear in the stockrecords of the Corporation and the name and address of that beneficial owner,(ii) the class or series and the number of shares of capital stock of theCorporation which that Shareholder and that beneficial owner each ownsbeneficially or of record, (iii) a description of all arrangements andunderstandings between that Shareholder or that beneficial owner and eachproposed nominee of that Shareholder and any other person or persons (includingtheir names) pursuant to which the nomination(s) are to be made by thatShareholder, (iv) a representation by that Shareholder that he intends toappear in person or by proxy at that meeting to nominate the person(s) named inthat Nomination Notice, (v) a representation whether the Shareholder or thebeneficial owner, if any, intends or is part of a group which intends (x) todeliver a proxy statement and/or form of proxy to holders of at least thepercentage of the Corporation’s outstanding capital stock required to elect thenominee and/or (y) to otherwise solicit proxies from Shareholders in support ofsuch nomination and (vi) all other information, if any, relating to thatShareholder and that beneficial owner which Section 14 of the Exchange Actand the rules and regulations thereunder would require the Corporation or thatShareholder to disclose in a proxy statement or any other filing in connectionwith solicitations of proxies for an election of directors; and (2) beaccompanied by a written consent of each person that Shareholder proposes tonominate for election as a Director to be named as such a nominee and to serveas a Director if elected.  TheCorporation may require any proposed nominee to furnish such other informationas it may reasonably request to determine the eligibility of such proposednominee to serve as a Director.

###  

### (d)  Except as the Articles of Incorporation,these Bylaws or applicable law otherwise provides, the chairman of any meetingof Shareholders at which Directors are to be elected will have the power andduty to determine whether nominations of persons for election as Directors havebeen made in accordance with the procedures this Section 8 sets forth(including whether the Shareholder or beneficial owner, if any, on whose behalfthe nomination is made solicited (or is part of a group which solicited) or didnot so solicit, as the case may be, proxies in support of such Shareholder’snominee in compliance with such Shareholder’s representation as clause(c)(1)(B)(v) of this Section 8 requires) and, if that chairman determinesthat any such nomination has not been made in compliance with these procedures,to declare to that meeting that such nomination is defective and will bedisregarded.  Notwithstanding theforegoing provisions of this Section 8, if the Shareholder (or a qualifiedrepresentative of the Shareholder) does not appear at the annual or specialmeeting of the Shareholders to present a nomination, such nomination shall bedisregarded, notwithstanding that proxies in respect of such vote may have beenreceived by the Corporation.

###  

### (e)  Notwithstanding anything inSection 8(b) to the contrary, if the number of Directors to be elected atan annual meeting of Shareholders is increased and the Corporation has not madea public announcement at least 100 days prior to the first anniversary of thepreceding year’s annual meeting of Shareholders, which announcement (1) namesall the nominees for

 

5

----

 

### Director or (2) specifies the size of the increasedBoard of Directors, a Shareholder’s Nomination Notice will be timely, but onlywith respect to nominees for any new positions that increase creates, if thatNomination Notice is delivered to the Secretary of the Corporation, or mailedand received by the Secretary of the Corporation at, the principal offices ofthe Corporation not later than the close of business on the 10th day followingthe day on which the Corporation first makes that public announcement.

###  

### (f)  For purposes of this Section 8 andSection 9 of this Article II, “public announcement” means disclosurein a press release the Dow Jones News Service, Associated Press or anycomparable national news service in the United States reports or in a documentthe Corporation publicly files with the Securities and Exchange Commissionunder the Exchange Act.

###  

### (g)  Notwithstanding the foregoing provisions ofthis Section 8, a Shareholder also must comply with all applicablerequirements of the Exchange Act and the rules and regulations thereunder withrespect to the matters this Section 8 sets forth.

 

Section 9.  Other Shareholder Business.  (a)  At any annual meeting the Corporation holds pursuant to Section 2of this Article II, the Shareholders will transact only such business, inaddition to the election of Directors, as has been properly brought before thatmeeting.  Except as the Articles ofIncorporation otherwise provides, to be brought properly before any annualmeeting, business other than the election of Directors (“Other Business”) mustbe (1) business the notice of that meeting (or any supplement thereto) given byor at the direction of the Board of Directors specifies, (2) business otherwiseproperly brought before that meeting by or at the direction of the Board ofDirectors and (3) business (A) properly brought before that meeting by aShareholder who (i) is a Shareholder of record at the time that Shareholdergives the notice this Section 9 specifies below, (ii) will be entitled tovote on that business at that meeting and (iii) complies with thisSection 9, (B) that is a proper subject for Shareholder action and (C) isproperly introduced at that meeting.

 

### (b)  For a Shareholder to bring any OtherBusiness properly before any annual meeting of Shareholders, that Shareholdermust have given timely notice thereof (a “Business Notice”) in proper writtenform to the Secretary of the Corporation. To be timely, a Shareholder’s Business Notice must be delivered to theSecretary of the Corporation, or mailed and received by the Secretary of theCorporation at, the principal offices of the Corporation not later than theclose of business on the 90th day and not earlier than the 180th day prior tothe first anniversary of the preceding year’s annual meeting; provided,however, that, if the date of the pending annual meeting is more than 30 daysbefore or more than 60 days after that anniversary date, that Business Noticewill be timely if it is so delivered not later than the last to occur of theclose of business on (1) the 90th day prior to that pending annual meeting or(2) the 10th day following the day on which the Corporation first makes apublic announcement of the date of the pending meeting.  The public disclosure of an adjournment ofany annual meeting will not in any event commence a new time period for thegiving of any Business Notice.

###  

### (c)  To be in proper written form, any BusinessNotice of a Shareholder must set forth: (1) as to each matter of Other Business that Shareholder proposes tobring before an annual meeting, (A) a brief description of that Other Business,(B) the text of the proposal or

 

6

----

 

### business (including the text of any resolutionsproposed for consideration and, in the event that such business includes aproposal to amend the Articles of Incorporation or these Bylaws, the languageof the proposed amendment), (C) the reasons for conducting that Other Businessat an annual meeting and (D) each material interest in that Other Business ofthat Shareholder and the beneficial owner, if any, of capital stock of theCorporation on whose behalf that proposal is being made; and (2) as to thatShareholder and each such beneficial owner, (A) the name and address of thatShareholder as they appear on the Corporation’s books and the name and addressof that beneficial owner, (B) the class or series and the number of shares ofcapital stock of the Corporation which that Shareholder and that beneficialowner each owns beneficially or of record, (C) a description of allarrangements and understandings between that Shareholder or that beneficialowner and any other person or persons (including their names) in connectionwith that Other Business, (D) a representation by that Shareholder that heintends to appear in person or by proxy at that meeting to bring that OtherBusiness before that meeting and (E) a representation whether the Shareholderor the beneficial owner, if any, intends or is part of a group which intends(i) to deliver a proxy statement and/or form of proxy to holders of at leastthe percentage of the Corporation’s outstanding capital stock required toapprove or adopt the proposal and/or (ii) otherwise to solicit proxies from Shareholdersin support of such proposal.  Theforegoing notice requirements shall be deemed satisfied by a Shareholder if theShareholder has notified the Corporation of his intention to present a proposalat an annual meeting in compliance with Rule 14a-8 (or any successor thereof)promulgated under the Exchange Act and such Shareholder’s proposal has beenincluded in a proxy statement that has been prepared by the Corporation tosolicit proxies for that annual meeting.

###  

### (d)  Except as applicable law otherwise provides,the chairman of any annual meeting of Shareholders will have the power and dutyto determine whether proposals by Shareholders of any Other Business to bebrought before that meeting have been made in accordance with the proceduresthis Section 9 sets forth (including whether the Shareholder or beneficialowner, if any, on whose behalf the proposal is made solicited (or is part of agroup which solicited) or did not so solicit, as the case may be, proxies insupport of such Shareholder’s proposal in compliance with such Shareholder’srepresentation as clause (c)(2)(E) of this Section 9 requires) and, ifthat chairman determines that any such proposal has not been made in compliancewith these procedures, to declare to that meeting that such proposal isdefective and will be disregarded.

###  

### (e)  At any special meeting the Corporation holdspursuant to Section 3 of this Article II, the Shareholders willtransact only such business as (1) the notice given of that meeting under theprovisions of Section 4 of this Article II sets forth and (2)constitutes matters incident to the conduct of that meeting as the chairman ofthat meeting determines to be appropriate.

###  

### (f)  Notwithstanding the foregoing provisions ofthis Section 9, a Shareholder also must comply with all applicablerequirements of the Exchange Act and the rules and regulations thereunder withrespect to the matters this Section 9 sets forth.

###  

Section 10.  Quorum and Required Vote.  The holders of a majority of the issued andoutstanding shares of capital stock of the Corporation entitled to vote at ameeting of Shareholders, represented in person or by proxy, shall constitute aquorum as to any matter to be

 

7

----

 

presented at thatmeeting, but, if a quorum is not present or represented, a majority in interestof those present or represented may adjourn the meeting from time to time,without notice other than announcement at the meeting, until a quorum shall bepresent or represented.  At such adjournedmeeting at which a quorum shall be present or represented, any business may betransacted which might have been transacted at the meeting as originallynotified.  Unless otherwise provided inthe Articles of Incorporation, Directors that are elected by Shareholders shallbe elected by a plurality of the votes cast by the holders of shares of capitalstock of the Corporation entitled to vote in the election of Directors at ameeting of Shareholders at which a quorum is present.  With respect to any other matter, except for any matter for whichthe affirmative vote of the holders of a specified portion of the sharesentitled to vote is required by the TBCA, the Articles of Incorporation orthese Bylaws, the affirmative vote of the holders of a majority of the sharesof capital stock of the Corporation entitled to vote on, and that voted for oragainst or expressly abstained with respect to, that matter at a meeting ofShareholders at which a quorum is present shall be the act of the Shareholders.

 

Section 11.  Officers.  The Chief Executive Officer of the Corporation shall, if present,preside at and be the chairman of, and the Secretary of the Corporation shallkeep the records of, each meeting of Shareholders.  In the absence, or failure or refusal to perform, of either suchofficer, his duties shall be performed by another officer of the Corporationappointed by the Board of Directors or appointed at the meeting.

 

Section 12.  Conduct of Meetings.  At each meeting of the Shareholders, themanner of voting shall be by ballot, by voice vote or by a showing of hands, atthe discretion of the chairman of the meeting. The chairman of a meeting of Shareholders shall have the power toappoint inspectors of election and to establish and interpret rules andregulations for the conduct of the meeting. Those rules and regulations may include, without limitation, thefollowing:  (1) the establishment of anagenda or order of business for the meeting; (2) rules and procedures formaintaining order at the meeting and the safety of those present; (3)limitations on attendance at or participation in the meeting to Shareholders ofrecord, their duly authorized and constituted proxies or such other persons asthe chairman of the meeting may determine; (4) restrictions on entry to themeeting after the time fixed for the commencement thereof; and (5) limitationson the time allotted to questions or comments by participants.  Except to the extent the chairman of anymeeting otherwise prescribes, no rules of parliamentary procedure will governany meeting of Shareholders.

 

ARTICLE III

 

DIRECTORS

 

Section 1.  Authority of Directors; Number;Qualifications.  The business andaffairs of the Corporation shall be managed under the direction of the Board ofDirectors, which may exercise all powers of the Corporation and do all lawfulacts and things on behalf of the Corporation, except for those powers or actsthat applicable law, the Articles of Incorporation or these Bylaws require theShareholders to exercise or do.  As ofthe date of the adoption of these Bylaws, the Board of Directors consists ofsix Directors.  Subject to anylimitations contained in the Articles of Incorporation, the number of Directorsmay be increased or decreased from time to time by resolution of the Board of Directorsor by due election of that number of Directors by

 

8

----

 

the Shareholders, but nodecrease shall have the effect of shortening the term of any incumbentDirector.  Directors need not beresidents of the State of Texas or Shareholders.

 

Section 2.  Chairman of the Board; Order of Business.   The Board of Directors, in its discretion,may elect from the Directors a Chairman of the Board, who, if present, shallpreside at meetings of the Board of Directors. The Board of Directors will transact business at its meetings in suchorder as the Chairman of the Board or the Board of Directors by resolutionshall determine.

 

Section 3.  Vacancies.  Any vacancy occurring in the Board of Directors or anydirectorship to be filled by reason of an increase in the number of Directorsmay be filled by election at an annual or special meeting of Shareholderscalled for that purpose or by the affirmative vote of a majority of theremaining Directors, though less than a quorum of the whole Board of Directors;provided, however, that any directorship to be filled by the Board of Directorsby reason of an increase in the number of Directors may be filled for a term ofoffice continuing only until the next election of one or more Directors by theShareholders; and provided, further, that the Board of Directors may not fillmore than two directorships to be filled by reason of an increase in the numberof Directors during the period between any two successive annual meetings of Shareholders.  Subject to the foregoing, a Director electedto fill a vacancy shall be elected for the unexpired term of his predecessor inoffice.  The provisions of this Section 3shall be subject to the rights, if any, of holders of any class or series ofcapital stock of the Corporation to elect Directors and remove Directorselected by them and to fill any vacancy in any such directorship.

 

Section 4.  Place of Meeting.  Meetings of the Board of Directors may beheld either within or without the State of Texas, at whatever place isspecified by the person or persons calling the meeting (except that, in thecase of the annual meeting of the Board of Directors, the place of the meetingshall be as provided in Section 5 of this Article III).

 

Section 5.  Regular Meetings.  The Board of Directors shall meet each yearimmediately following the annual meeting of the Shareholders, at the place ofsuch meeting, for the transaction of such business as may properly be broughtbefore it.  No notice of annual meetingsneed be given to either existing or newly elected members of the Board ofDirectors.  Regular meetings may be heldat such other times as shall be designated from time to time by the Board ofDirectors.

 

Section 6.  Special Meetings.  Special meetings of the Board of Directorsmay be held at any time upon the call of the Chairman of the Board or the ChiefExecutive Officer of the Corporation or a majority of the Directors. Notice ofspecial meetings shall be given to each Director, and may be given by any ofthe following methods: (1) by mail or telegram sent to the last known businessor residence address of such Director at least four days before the meeting or(2) by facsimile to the last known business or residence facsimile number ofsuch Director transmitted at least two days before the meeting.  For purposes of the foregoing sentence,notice shall be deemed given (1) by mail, when deposited in the U.S. mail,postage prepaid, or by telegram, when the telegram is delivered to thetelegraph company for transmittal and (2) by facsimile, when transmittal isconfirmed by the sending facsimile machine. In calculating the number of days’ notice received by a Director, thedate the notice is given by any of the

 

9

----

 

foregoing methods shallbe counted, but the date of the meeting to which the notice relates shall notbe counted.  Notice of the time, placeand purpose of a special meeting may be waived in writing before or after suchmeeting, and shall be equivalent to the giving of notice.  Attendance of a Director at such meetingshall also constitute a waiver of notice thereof, except where the Directorattends for the express purpose of objecting to the transaction of any businesson the ground that the meeting is not lawfully called or convened.  Except as otherwise herein provided, neitherthe business to be transacted at, nor the purpose of, any regular or specialmeeting of the Board of Directors need be specified in the notice or waiver ofnotice of such meeting.

 

Section 7.  Quorum.  Subject to the requirements of applicable law, a majority of thenumber of Directors fixed in the manner provided in these Bylaws as from timeto time amended shall constitute a quorum for the transaction of business, buta smaller number may adjourn any duly called meeting of the Board of Directorsfrom time to time until they can secure the attendance of a quorum.  The act of a majority of the Directorspresent at any meeting of the Board of Directors at which a quorum is presentshall be the act of the Board of Directors, unless the act of a greater numberis required by applicable law.  Anyregular or special Directors’ meeting may be adjourned from time to time bythose present, whether a quorum is present or not.

 

Section 8.  Committees.  The Board of Directors, by resolution or resolutions passed by amajority of the whole Board of Directors, may designate one or more members ofthe Board of Directors to constitute an executive committee (the “ExecutiveCommittee”) and one or more other committees, which shall in each case consistof such number of Directors as the Board of Directors may determine.  The Executive Committee shall have and mayexercise, subject to such restrictions as may be contained in the Articles ofIncorporation or that may be imposed by applicable law, all the authority ofthe Board of Directors, including without limitation the power and authority todeclare a dividend and to authorize the issuance of shares of capital stock ofthe Corporation.  Each other committeeshall have and may exercise such powers of the Board of Directors in themanagement of the business and affairs of the Corporation, including withoutlimitation the power and authority to declare a dividend and to authorize theissuance of shares of capital stock of the Corporation, as the Board ofDirectors may determine by resolution and specify in the respective resolutionsappointing them, subject to such restrictions as may be contained in theArticles of Incorporation or that may be imposed by applicable law.  Such committee or committees shall have suchname or names as may be determined from time to time by resolution adopted bythe Board of Directors.  A majority ofall the members of any such committee may fix its rules of procedure, determineits action and fix the time and place, whether within or without the State ofTexas, of its meetings and specify what notice thereof, if any, shall be given,unless the Board of Directors shall provide otherwise by resolution.  The Board of Directors shall have power tochange the membership of any such committee at any time, to fill vacanciestherein and to disband any such committee, for any reason, at any time and fromtime to time.  Each committee shall keepregular minutes of its proceedings and report the same to the Board ofDirectors when required.

 

Section 9.  Compensation.  Directors may be paid such compensation, ifany, for service as a Director as may be fixed by the Board of Directors fromtime to time; provided, that no such payment shall preclude any Director fromserving the Corporation in any other capacity and receiving compensationtherefor.  Directors may also bereimbursed for their expenses, if

 

10

----

 

any, of attendance ateach regular or special meeting of the Board of the Directors or any committeethereof.

 

Section 10.  Action Without a Meeting.  Any action required or permitted to be takenat a meeting of the Board of Directors or any committee thereof may be takenwithout a meeting if a consent in writing, setting forth the action so taken,shall be signed by all the members of the Board of Directors or committee, asthe case may be, and such consent shall have the same force and effect as aunanimous vote at a meeting.

 

ARTICLE IV

 

OFFICERS

 

Section 1.  Officers.  The officers of the Corporation shall be elected by the Board ofDirectors, and shall include a Chief Executive Officer, a President and aSecretary.  The Board of Directors, inits discretion, may also elect a Chief Financial Officer, a Chief OperatingOfficer, one or more Vice Presidents, a Treasurer and such other officers asthe Board of Directors may from time to time designate, all of whom shall holdoffice until the first meeting of the Board of Directors after the annualmeeting of Shareholders next succeeding his election, and until his successoris elected and qualified or until his earlier resignation or removal.  Any two or more offices may be held by thesame person.  The Board of Directors maydesignate which of such officers are to be treated as executive officers forpurposes of these Bylaws or for any other purpose.

 

The salaries of theofficers shall be determined by the Board of Directors, and may be altered bythe Board of Directors from time to time except as otherwise provided bycontract.  No officer of the Corporationwill have any contractual right against the Corporation for compensation byreason of his election or appointment as an officer of the Corporation beyondthe date of his service as such, except as a written employment or othercontract otherwise may provide.  Allofficers shall be entitled to be paid or reimbursed for all costs andexpenditures reasonably incurred in connection with the Corporation’s business.

 

Section 2.  Vacancies.  Whenever any vacancy shall occur in any office by death,resignation, increase in the number of officers of the Corporation, orotherwise, the same shall be filled by the Board of Directors, and the officerso elected shall hold office until the first meeting of the Board of Directorsafter the annual meeting of Shareholders next succeeding his election, anduntil his successor is elected and qualified or until his earlier resignationor removal.

 

Section 3.  Removal.  The Board of Directors may remove any officer with or withoutcause at any time, but any such removal will not prejudice the contractualrights of that officer, if any, against the Corporation. Election orappointment of an officer or agent shall not of itself create contract rights.

 

Section 4.  Chief Executive Officer.  The Chief Executive Officer of theCorporation will, subject to the control of the Board of Directors:  (1) have general supervision and control ofthe affairs, business, operations and properties of the Corporation; (2) seethat all orders and resolutions of the Board of Directors are carried intoeffect; (3) have the power to

 

11

----

 

appoint and remove allsubordinate officers, employees and agents of the Corporation, except for thosethe Board of Directors elects or appoints; and (4) sign and execute, under theseal of the Corporation, all contracts, instruments, mortgages and otherdocuments (collectively, “documents”) of the Corporation which require thatseal, except as applicable law otherwise requires or permits any document to besigned and executed and except as these Bylaws, the Board of Directors or theChief Executive Officer authorizes other officers of the Corporation to signand execute documents.  The ChiefExecutive Officer also will perform such other duties and may exercise suchother powers as generally pertain to his office or these Bylaws or the Board ofDirectors by resolution assigns to him from time to time.

 

Section 5.  Powers and Duties of Other Officers.  The other officers of the Corporation willhave such powers and duties in the management of the Corporation as the Boardof Directors by resolution may prescribe and, except to the extent soprescribed, as generally pertain to their respective offices, subject to thecontrol of the Board of Directors.  TheBoard of Directors may require any officer, agent or employee to give securityfor the faithful performance of his duties.

 

Section 6.  Delegation of Authority.  In the case of any absence of any officer ofthe Corporation or for any other reason that the Board of Directors may deemsufficient, the Board of Directors may delegate some or all of the powers orduties of such officer to any other officer or to any Director, employee,Shareholder or agent for whatever period of time seems desirable.

 

ARTICLE V

 

INDEMNITY

 

Section 1.  Indemnification of Directors andExecutive Officers.  The Corporationshall indemnify each person who at any time shall serve, or at any time afterthe date of adoption of these Bylaws shall have served, as a Director orexecutive officer of the Corporation, or any person who, while a Director orexecutive officer of the Corporation, is or was serving at the written requestof the Corporation as a director, officer, partner, venturer, proprietor,trustee, employee, agent or similar functionary of another foreign or domesticcorporation, partnership, joint venture, sole proprietorship, trust, employeebenefit plan or other enterprise (each such person referred to herein as an“Indemnitee”), in each case as and to the fullest extent Article 2.02-1 ofthe TBCA permits.  The foregoing rightof indemnification shall not be deemed exclusive of any other rights to whichan Indemnitee may be entitled as a matter of law or under any agreement, otherprovision of these Bylaws, vote of Shareholders or Directors, or otherarrangement.  The Corporation may enterinto indemnification agreements with its officers and Directors thatcontractually provide to them the benefits of the provisions of this Article Vand include related provisions meant to facilitate the Indemnitees’ receipt ofsuch benefits and such other indemnification protections as the Board ofDirectors may deem appropriate.

 

Section 2.  Advancement or Reimbursement of Expenses.  The rights of each Indemnitee provided underSection 1 of this Article V shall include, but not be limited to, theright to be indemnified and to have expenses advanced by the Corporation in allproceedings to the fullest extent Article 2.02-1 of the TBCA permits.  In addition, to the extent an Indemnitee is,

 

12

----

 

by reason of hisCorporate Status (as Section 9 of this Article V defines that term),a witness or otherwise participates in any proceeding at a time when he is notnamed a defendant or respondent in the proceeding, the Corporation shallindemnify him against all expenses actually and reasonably incurred by him oron his behalf in connection therewith. The Corporation shall pay all reasonable expenses incurred by or onbehalf of any Indemnitee in connection with any proceeding or claim, whetherbrought by the Corporation or otherwise, in advance of any determinationrespecting entitlement to indemnification pursuant to this Article Vwithin 10 days after the receipt by the Corporation of a written request fromthat Indemnitee accompanied by documentation reasonably evidencing suchexpenses and requesting such payment or payments from time to time, whetherprior to or after final disposition of such proceeding or claim; provided thatthe Indemnitee undertakes and agrees in writing that he will reimburse andrepay the Corporation for any expenses so advanced to the extent that it shallultimately be determined, in accordance with the provisions of Article 2.02-1of the TBCA, that he is not entitled to be indemnified against such expenses.

 

Section 3.  Determination of Request.  Upon written request to the Corporation byan Indemnitee for indemnification pursuant to these Bylaws, a determination, ifrequired by applicable law, with respect to that Indemnitee’s entitlementthereto shall be made in accordance with Article 2.02-1 of the TBCA;provided, however, that, notwithstanding the foregoing, if a Change in Control(as Section 9 of this Article V defines that term) shall haveoccurred, such determination shall be made by Independent Counsel (asSection 9 of this Article V defines that term) selected by the Boardof Directors from a list of three reasonably acceptable choices proposed by theIndemnitee, unless the Indemnitee shall request that such determination be madein accordance with Article 2.02-1F (1) or (2) of the TBCA.  The Corporation shall pay any and allreasonable fees and expenses of Independent Counsel incurred in connection withany such determination.  If a Change inControl shall have occurred, the Indemnitee shall be presumed (except asotherwise expressly provided in this Article V) to be entitled toindemnification under this Article V upon submission of a request to theCorporation for indemnification, and thereafter the Corporation shall have theburden of proof in overcoming that presumption in reaching a determinationcontrary to that presumption.  Thepresumption shall be used by Independent Counsel, or such other person orpersons determining entitlement to indemnification, as a basis for adetermination of entitlement to indemnification unless the Corporation providesinformation sufficient to overcome that presumption by clear and convincingevidence or the investigation, review and analysis of Independent Counsel orsuch other person or persons convinces him or them by clear and convincingevidence that the presumption should not apply.

 

Section 4.  Effect of Certain Proceedings.  The termination of any proceeding or of anyclaim against any Indemnitee in a proceeding by judgment, order, settlement orconviction, or on a plea of *nolo contendere*or its equivalent, shall not (except as this Article V otherwise expresslyprovides) by itself adversely affect the right of that Indemnitee to indemnificationor create a presumption that he did not conduct himself in good faith and in amanner that he reasonably believed, in the case of conduct in his officialcapacity, that was in the best interests of the Corporation or, in all othercases, that was not opposed to the best interests of the Corporation or, withrespect to any criminal proceeding, that he had reasonable cause to believethat his conduct was unlawful, and that Indemnitee shall be deemed to have beenfound liable in respect of any claim only after he shall have been so adjudgedby a court of competent jurisdiction after exhaustion of all appeals therefrom.

 

13

----

 

Section 5.  Expenses of Enforcement of Article.  In the event that any Indemnitee, pursuantto this Article V, seeks a judicial adjudication to enforce his rightsunder, or to recover damages for breach of, any rights created under orpursuant to this Article V, that Indemnitee shall be entitled to recoverfrom the Corporation, and shall be indemnified by the Corporation against, anyand all expenses he actually and reasonably incurs in that judicialadjudication but only if he prevails therein. If it shall be determined in that judicial adjudication that theIndemnitee is entitled to receive part but not all of the indemnification oradvancement of expenses sought, the expenses the Indemnitee incurs inconnection with that judicial adjudication shall be reasonably prorated in goodfaith by counsel for the Indemnitee.

 

Section 6.  Indemnification of Other Officers,Employees and Agents.  TheCorporation, by adoption of a resolution of the Board of Directors, mayindemnify and advance expenses to (1) an officer of the Corporation who is notan executive officer of the Corporation, (2) an employee of the Corporation or(3) an agent of the Corporation to the same extent and subject to the sameconditions (or to such lesser extent and/or with such other conditions as theBoard of Directors may determine) under which it may indemnify and advanceexpenses to an Indemnitee under this Article V; and  the Corporation may indemnify and advanceexpenses to persons who are not or were not Directors or executive officers ofthe Corporation, but who are or were serving at the written request of the Corporation  as a director, officer, partner, venturer,proprietor, trustee, employee, agent or similar functionary of another foreignor domestic corporation, partnership, joint venture, sole proprietorship,trust, employee benefit plan or other enterprise against any liability assertedagainst him and incurred by him in such a capacity or arising out of his statusas such a person to the same extent and subject to the same conditions (or tosuch lesser extent and/or with such other conditions as the Board of Directorsmay determine) that it may indemnify and advance expenses to Indemnitees underthis Article V.

 

Section 7.  Insurance Arrangements. TheCorporation may, but is not required to, procure or maintain insurance or othersimilar arrangements, at its expense, to protect itself and any person,including any Indemnitee, who is or was a director, officer, employee, agent orfiduciary of the Corporation or who is or was serving at the request of theCorporation as a director, officer, partner, venturer, proprietor, trustee,employee, agent or similar functionary of another corporation, partnership,joint venture, proprietorship, trust, employee benefit plan or otherenterprise, against any expense, liability or loss asserted against or incurredby that person, in such a capacity or arising out of his status as such aperson, whether or not the Corporation would have the power to indemnify thatperson against that expense or liability.

 

Section 8.  Severability.  If a court of competent jurisdiction holdsany provision or provisions of this Article V to be invalid, illegal orunenforceable for any reason whatsoever, the validity, legality andenforceability of the remaining provisions of this Article V shall not inany way be affected or impaired thereby; and, to the fullest extent possible,the provisions of this Article V shall be construed so as to give effectto the intent manifested by the provision held invalid, illegal orunenforceable.

 

Section 9.  Definitions.  The following terms are used herein as follows:

 

“Change in Control” meansa change in control of the Corporation occurring after the date of adoption ofthese Bylaws of a nature that would be required to be reported in response to

 

14

----

 

Item 6(e) ofSchedule 14A of Regulation 14A (or in response to any similar item on anysimilar schedule or form) under the Exchange Act, whether or not theCorporation is then subject to such reporting requirement; provided, however,that, without limitation, a Change in Control shall be deemed to have occurredif at any time after the date of adoption of these Bylaws (1) any “person” (asSections 13(d) and 14(d) under the Exchange Act use that term) is or becomesthe “beneficial owner” (as Rule 13d-3 under the Exchange Act defines thatterm), directly or indirectly, of securities of the Corporation representing40% or more of the combined voting power of the Corporation’s then outstandingVoting Stock (as defined below) without the prior approval of at least two-thirdsof the members of the Board of Directors in office immediately prior to thatperson’s attaining that percentage interest; (2) the Corporation is a party toa merger, consolidation, share exchange, sale of assets or otherreorganization, or a proxy contest, as a consequence of which members of theBoard of Directors in office immediately prior to that transaction or eventconstitute less than a majority of the Board of Directors thereafter, or (3)during any 15-month period, individuals who at the beginning of that periodconstituted the Board of Directors (including for this purpose any new Directorwhose election or nomination for election by the Shareholders was approved by avote of at least a majority of the Directors then still in office who were Directorsat the beginning of that period) cease for any reason to constitute at least amajority of the Board of Directors.

 

“Corporate Status” meansthe status of a person who is or was a director, officer, partner, employee,agent or fiduciary of the Corporation or of any other corporation, partnership,joint venture, trust, employee benefit plan or other enterprise which suchperson is or was serving at the written request of the Corporation.

 

“Disinterested Director”means a Director who is not a named defendant or respondent to the proceedingor subject to a claim in respect of which indemnification is sought byIndemnitee.

 

“Independent Counsel”means, with respect to any determination involving an Indemnitee’s rights toindemnification under this Article V, a law firm, or a member of a lawfirm, that is experienced in matters of corporation law and neithercontemporaneously is, nor in the five years theretofore has been, retained torepresent:  (a) the Corporation or theIndemnitee in any matter material to either such party, (b) any other party tothe proceeding giving rise to a claim for indemnification hereunder or (c) thebeneficial owner, directly or indirectly, of securities of the Corporationrepresenting 40% or more of the combined voting power of the Corporation’s thenoutstanding Voting Stock. Notwithstanding the foregoing, the term “Independent Counsel” shall notinclude any person who, under the applicable standards of professional conductthen prevailing, would have a conflict of interest in representing either theCorporation or the Indemnitee in an action to determine the Indemnitee’s rightsto indemnification under these Bylaws.

 

“Other enterprise” shallinclude, but shall not be limited to, an “other entity” as Section 1.01 ofthe TBCA (including any amendment that may from time to time be made to thatSection) defines that term.

 

“Voting Stock” means alloutstanding shares of all classes and series of capital stock of theCorporation entitled to vote generally in the election of Directors, consideredas one class; and, if the Corporation shall have shares of Voting Stockentitled to more or less than one vote

 

15

----

 

for any such share, anyreference in this Article V to a percentage in voting power of VotingStock shall be calculated by reference to the percentage of votes the holdersof those shares are entitled to cast generally in the election of Directors.

 

ARTICLE VI

 

MISCELLANEOUSPROVISIONS

 

Section 1.  Amendments.  These Bylaws may be amended or repealed, or new bylaws may beadopted, by (1) the Board of Directors, unless the Shareholders in amending,repealing or adopting a particular bylaw (pursuant to the provisions of clause(2) of this sentence) expressly provide that the Board of Directors may notamend or repeal that bylaw or unless the Articles of Incorporation or the TBCAreserves the power to take such action to the Shareholders in whole or part, or(2) the affirmative vote of the holders of at least a majority of the shares ofcapital stock of the Corporation entitled to vote on the matter, unless theArticles of Incorporation or a bylaw adopted by the Shareholders providesotherwise as to all or some portion of these Bylaws; provided, however, thatany amendment or repeal of any provision of Article V of these Bylawsshall not adversely affect any right or protection of an Indemnitee thereunderwith respect to any act or omission occurring prior to the time of thatamendment or repeal.

 

Section 2.  Waiver.  Whenever any notice is required to be given to any Shareholder,Director or member of any committee of the Board of Directors under theprovisions of any law, the Articles of Incorporation or these Bylaws, a waiverthereof in writing signed by the person or persons entitled to such notice,whether before or after the time stated therein, shall be equivalent to thegiving of such notice.  Attendance of aperson at a meeting will constitute a waiver of notice of that meeting, exceptwhen the person attends a meeting for the express purpose of objecting, at thebeginning of the meeting, to the transaction of any business because themeeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regularor special meeting of the Shareholders, the Board of Directors or any committeeof the Board of Directors need be specified in any written waiver of noticeunless the Articles of Incorporation or these Bylaws so require.

 

Section 3.  Conference Telephone Meetings.  Meetings of Shareholders or the Board ofDirectors, or any committee thereof, may be held by means of conferencetelephone or similar communications equipment by means of which all personsparticipating in the meeting can hear each other.  Participation in a meeting pursuant to this Section 3 shallconstitute presence in person at such meeting, except where a personparticipates in the meeting for the express purpose of objecting to thetransaction of any business on the ground that the meeting is not lawfullycalled or convened.

 

Section 4.  Offices.  The principal office of the Corporation shall be located at 9310Broadway, Bldg. I, San Antonio, Texas 78217, unless and until changed by resolution of the Board of Directors.  The Corporation may also have offices atsuch other places as the Board of Directors may from time to time designate oras the business of the Corporation may require.

 

16

----

 

Section 5.  Resignations.  Any Director or officer of the Corporationmay resign at any time.  Any suchresignation shall be made in writing and shall take effect at the timespecified therein, or, if no time be specified, at the time of its receipt bythe Chief Executive Officer or Secretary of the Corporation.  The acceptance of a resignation shall not benecessary to make it effective, unless expressly so provided in theresignation.

 

Section 6.  Seal.  The seal of the Corporation shall be circular in form with afive-pointed star in the center and the name of the Corporation and the word “Texas”around the margin, or be in such other form as may be fixed by resolution ofthe Board of Directors.  The seal may beused by causing it or a facsimile thereof to be impressed on, affixed to or inany manner reproduced on instruments of any nature required to be executed byits officers.

 

Section 7.  Fiscal Year.  The fiscal year of the Corporation shall bethe year beginning on April 1, or such other fiscal year as shall be fixedby resolution of the Board of Directors.

 

17

----