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EXHIBIT 3.2 SECOND AMENDED AND RESTATED BYLAWS OF
MITCHAM INDUSTRIES, INC.
June 2, 2003 ARTICLE I
Offices and Agent The Corporation may have such offices, either within or without the State
of Texas, as the board of directors of the Corporation (the Board of
Directors) may designate or as the business of the Corporation may require
from time to time. The registered office of the Corporation required by the
Texas Business Corporation Act (the TBCA) to be maintained in the State of
Texas may be, but need not be, identical with the principal office of the
Corporation in the State of Texas, as designated by the Board of Directors.
The address of the registered office or the identity of the registered agent
may be changed from time to time by the Board of Directors, pursuant to the
provisions of the TBCA. ARTICLE II
Shareholders SECTION 1. Annual Meeting. The annual meeting of the shareholders shall
be held on such date in each year and at such time and place as may be
determined by the Board of Directors, for the purpose of electing directors and
for the transaction of such other business as may come before the meeting. If
the election of directors shall not be held on the day designated for any
annual meeting of the shareholders or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as may be convenient. SECTION 2. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, may be called by the President or by the Board of
Directors, and shall be called by the President at the request of the holder(s)
of not less than 10% of the outstanding shares of the Corporation entitled to
vote at the meeting. SECTION 3. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Texas, as the place of meeting for
any annual or special meeting called by the Board of Directors. If no
designation is made, or if a special meeting be called otherwise than by the
Board of Directors, the place of meeting shall be the registered office of the
Corporation in the State of Texas. SECTION 4. Notice of Meeting. Written or printed notice stating the
place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not
less than ten nor more than 60 days before the date of the meeting, either
personally or by mail, by or at the direction of the President, the Secretary,
or the officer or persons calling the meeting, to each shareholder of record
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, addressed to the
shareholder at his address as it appears on the stock transfer books of the
Corporation, with postage thereon prepaid. SECTION 5. Closing of Transfer Records and Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any distribution, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may provide
that the stock transfer books shall be closed for a stated period not to exceed
60 days. If the stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least ten days immediately
preceding such meeting. In lieu of closing the stock transfer books, the Board
of Directors may, by resolution, fix in advance a date as the record date for
any such determination of shareholders, such date in any case to be not more
than 60 days and, in case of a meeting of shareholders, not less than ten days
prior to the date on which the particular action requiring such determination
of shareholders is to be taken. If the stock transfer books are not closed and
no record date is fixed for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders, or shareholders entitled to
receive payment of a distribution, the date on which notice of
the meeting is mailed or the date on which the resolution of the Board of
Directors declaring such dividend is adopted, as the case may be, shall be the
record date for such




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determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof except where the determination has been made through the closing of the
stock transfer books and the stated period of closing has expired. SECTION 6. Fixing Record Dates for Consents to Action. Unless a record
date shall have previously been fixed or determined pursuant to Section 5 of
this Article II, whenever action by shareholders is proposed to be taken by
consent in writing without a meeting of shareholders, the Board of Directors
may fix a record date for the purpose of determining shareholders entitled to
consent to that action, which record date shall not precede, and shall not be
more than ten days after, the date upon which the resolution fixing the record
date is adopted by the Board of Directors. If no record date has been fixed by
the Board of Directors and the prior action of the Board of Directors is not
required by the TBCA, the record date for determining shareholders entitled to
consent to action in writing without a meeting shall be the first date on which
a signed written consent setting forth the action taken or proposed to be taken
is delivered to the Corporation by delivery to its registered office, its
principal place of business, or an officer or agent of the Corporation having
custody of the books in which proceedings of meetings of shareholders are
recorded. Delivery shall be by hand or by certified or registered mail, return
receipt requested. Delivery to the Corporations principal place of business
shall be addressed to the President or the Chief Executive Officer. If no
record date shall have been fixed by the Board of Directors and prior action of
the Board of Directors is required by the TBCA, the record date for determining
shareholders entitled to consent to action in writing without a meeting shall
be at the close of business on the date on which the Board of Directors adopts
a resolution taking such prior action. SECTION 7. Voting Lists. The officer or agent having charge of the stock
transfer books of the Corporation shall make, at least ten days before each
meeting of shareholders, a complete list of the shareholders entitled to vote
at such meeting, or any adjournment thereof, arranged in alphabetical order,
with the address and the number of shares held by each, which list, for a
period of ten days prior to such meeting, shall be kept on file at the
registered office or the principal place of business of the Corporation, and
shall be subject to inspection by any shareholder at any time during usual
business hours. Such list shall also be produced and opened at the time and
place of the meeting and shall be subject to the inspection by any shareholder
during the whole time of the meeting. The original stock transfer books shall
be prima facie evidence as to who are the shareholders entitled to examine such
list or transfer books or to vote at any meeting of shareholders. SECTION 8. Quorum. A majority of the outstanding shares of the
Corporation entitled to vote, and represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders unless otherwise provided in
the Articles of Incorporation of the Corporation, as same may be amended from
time to time (the Articles of Incorporation). If less than a quorum is
represented at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice. At any reconvened
meeting at which a quorum shall be present or represented, any business may be
transacted that might have been transacted as originally notified. The
shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum. SECTION 9. Proxies. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney in fact. A telegram, telex, cablegram or similar transmission by the
shareholder or his duly authorized attorney in fact, or a photographic,
photostatic, facsimile or similar reproduction of a writing executed by the
shareholder or his duly authorized. attorney in fact shall be treated as an
execution in writing for purposes of this section. Such proxy shall be filed
with the Secretary of the Corporation before or at the time of the meeting. No
proxy shall be valid after 11 months from the date of its execution, unless
otherwise provided in the proxy. Each proxy shall be revocable before it has
been voted unless the proxy form conspicuously states that the proxy is
irrevocable and the proxy is coupled with an interest, including the
appointment as proxy of (a) a pledgee, (b) a person who purchased or agreed to
purchase, or owns or holds an option to purchase, the shares, (c) a creditor of
the corporation who extends its credit under terms requiring the appointment,
(d) an employee of the corporation whose employment contract requires the
appointment, or (e) a party to a voting agreement created under the TBCA. A
revocable proxy shall be deemed to have been revoked if the Secretary of the
Corporation shall have received at or before the meeting instructions of
revocation or a proxy
bearing a later date, which instructions or proxy shall have been duly
executed and dated in writing by the shareholder. SECTION 10. Voting of Shares. Except as otherwise provided by the TBCA,
and unless otherwise expressly provided in the Articles of Incorporation or in
any resolution of the Board of Directors adopted with regard to a 2




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class or
series of preferred stock authorized by the Articles of Incorporation, each
outstanding share entitled to vote shall be entitled to one vote on each matter
submitted to a vote at a meeting of shareholders. SECTION 11. Actions Without a Meeting. Any action required or permitted
by the TBCA to be taken at any annual or special meeting of shareholders, may
be taken without a meeting, without prior notice, and without a vote, if a
consent or consents in writing, setting forth the action so taken, shall be
signed by the holder or holders of shares having not less than the minimum
number of votes that would be necessary to take such action at a meeting at
which the holders of all shares entitled to vote on the action were presented
and voted. Such writing, which may be in counterparts, shall be manually
executed if practicable; provided, however, that if circumstances so require,
effect shall be given to written consent transmitted by telegraph, telex,
telecopy or similar means of visual data transmission. Every written consent shall bear the date of signature of each shareholder
who signs the consent. No written consent shall be effective to take the
action that is the subject of the consent unless, within 60 days after the date
of the earliest dated consent delivered to the Corporation in the manner
required by this Section 11, a consent or consents signed by the holder or
holders of shares having not less than the minimum number of votes that would
be necessary to take the action that is the subject of the consent are
delivered to the Corporation by delivery to its registered office, its
principal place of business, or an officer or agent of the Corporation having
custody of the books in which proceedings of meetings of shareholders are
recorded. Delivery shall be by hand or by certified or registered mail, return
receipt requested. Delivery to the Corporations principal place of business
shall be addressed to the President or principal executive officer of the
Corporation. Prompt notice of the taking of any action by shareholders without a
meeting by less than unanimous written consent shall be given to those
shareholders who did not consent in writing to the action. SECTION 12. Telephone Meetings. Subject to the provisions required by the
TBCA for notice of meetings, meetings of the shareholders of the Corporation
may be conducted by means of conference telephone or similar communications
equipment whereby all persons participating in the meeting can hear and speak
to each other. ARTICLE III
Board of Directors SECTION 1. General Power. The powers of the Corporation shall be
exercised by or under the authority of, and the business and affairs of the
Corporation shall be managed by its Board of Directors except as the Board of
Directors shall delegate the power to so manage to the Executive Committee or
other committee. SECTION 2. Number, Tenure and Qualifications. Upon resolution of the
Board of Directors, the number of directors may be increased or decreased, but
no decrease shall have the effect of shortening the term of any incumbent
director. Each director shall hold office until the next annual meeting of the
shareholders, unless earlier removed, and until his successor shall have been
elected and qualified. A director need not be a resident of the State of Texas
or a shareholder of the Corporation. SECTION 3. Regular Meetings. A regular meeting of the Board of Directors
shall be held without notice other than this bylaw immediately after, and at
the same place as, the annual meeting of shareholders. The Board of Directors
may provide, by resolution, the time and place, either within or without the
State of Texas for the holding of additional regular meetings without notice
other than such resolution. SECTION 4. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the President or a majority of the
elected and acting directors from time to time. The person or
persons authorized to call special meetings of the Board of Directors may
fix any place, either within or without the State of Texas, as the place for
holding any special meeting called by them. SECTION 5. Notice. Written notice of any special meeting shall be
delivered personally to each director or by mail or telegram, telex, telecopy
or similar means of visual data transmission to each director at his business
address, in all cases at least one day prior to such meeting. If mailed, such
notice shall be deemed to be delivered two days after such notice has been
deposited in the United States mail so addressed, with postage thereon prepaid.
If notice 3




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is given by telegram, telex, telecopy or similar means of visual
data transmission, such notice shall be deemed to be delivered when transmitted
for delivery to the recipient at such address. Any director may waive notice
of any meeting. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business because
that meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of any regular or special meeting of the Board
of Directors need be specified in the notice, or waiver of notice of such
meeting. SECTION 6. Quorum. A majority of the number of directors fixed in
accordance with Section 2 of this Article III shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors, but if less
than such majority is present at a meeting, a majority of the directors present
may adjourn the meeting from time to time without further notice. SECTION 7. Manner of Acting. (a) Actions at a Meeting. Except as provided in Paragraph (b) of this
Section 7, the act of the majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors. (b) Actions Without a Meeting. Any action required or permitted to be
taken at a meeting of the Board of Directors or any committee may be taken
without a meeting, if a consent in writing, setting forth the action so taken,
is signed by all of the members of the Board of Directors, Executive Committee
or other committee, as the case may be. Such consent shall have the same force
and effect as a unanimous vote at a meeting. Such writing, which may be in
counterparts, shall be manually executed if practicable; provided, however,
that if circumstances so require, effect shall be given to written consent
transmitted by telegraph, telex, telecopy, or similar means of visual data
transmission. (c) Telephone Meetings. Subject to the provisions required by the TBCA
for notice of meetings, meetings of the Board of Directors of the Corporation
or any committee may be conducted by means of conference telephone or similar
communications equipment whereby all persons participating in the meeting can
hear and speak to each other. SECTION 8. Vacancies. Any vacancy occurring in the Board of Directors may
be filled by the affirmative vote of (a) the holders of a majority of the
outstanding shares entitled to vote thereon at an annual or special meeting of
shareholders called for that purpose, or (b) a majority of the remaining
directors though less than a quorum of the Board of Directors. A person
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office. A vacancy shall be deemed to exist by reason of the death or resignation
of the person elected, or upon the failure of shareholders to elect directors
to fill the unexpired term of directors removed in accordance with the
provisions of Section 9 of this Article III. A directorship to be filled by reason of an increase in the number of
directors may be filled by (a) the affirmative vote of the holders of a
majority of the outstanding shares entitled to vote thereon at an annual or
special meeting of shareholders called for that purpose or (b) the Board of
Directors for a term of office continuing only until the next election of one
or more directors by the shareholders; provided, that the Board of Directors
may not fill more than two such directorships during the period between any two
successive annual meetings of shareholders. SECTION 9. Removal. At any meeting of shareholders called expressly for
the purpose of removal, any director or the entire Board of Directors may be
removed, with or without cause, by a vote of the holders of a majority of the
shares then entitled to vote at an election of directors. Removal of directors
with or without cause may also be accomplished by unanimous written consent of
the shareholders without a meeting. In case the entire board or any one or
more of the directors are so removed, new directors may be elected at the same
meeting, or by the same written consent, for the unexpired term of the director
or directors so removed. Failure to elect directors to fill the unexpired term
of the directors so removed shall be deemed to create a vacancy or vacancies in
the Board of Directors. SECTION 10. Compensation. By resolution of the Board of Directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed sum for attendance at 4




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each
meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. SECTION 11. Presumption of Assent. A director of the Corporation who is
present at a meeting of the Board of Directors in which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting, or unless he shall
file his written dissent to such action with the person acting as secretary of
the meeting before the adjournment thereof, or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action. SECTION 12. Executive and Other Committees. There may be established an
Executive Committee, and one or more other committees, composed of one or more
directors designated by resolution adopted by a majority of the full number of
directors of the Board of Directors as fixed in accordance with Section 2 of
this Article III. The Executive Committee or such other committees may meet at
stated times, or on notice to all members by any one member. Vacancies in the
membership of the Executive Committee or such other committees shall be filled
by a majority vote of the full number of directors on the Board of Directors at
a regular meeting or at a special meeting called for that purpose. During the
intervals between meetings of the Board, the Executive Committee, if it shall
have been established, may advise and aid the officers of the Corporation in
all matters concerning its interest and the management of its business, and
shall generally perform such duties and exercise such powers as may be directed
to delegated by the Board of Directors from time to time. The Board of
Directors may delegate to the Executive Committee or such other committees the
authority to exercise all the powers of the Board of Directors, except the
power to declare dividends or to authorize the issuance of shares of the
Corporation, and where action of the full Board of Directors is required by the
TBCA. The designation of and delegation of power to the Executive Committee
shall not operate to relieve the Board of Directors, or any members thereof, of
any responsibility imposed upon it or him by law. ARTICLE IV
Officers SECTION 1. Principal Officers. The officers of the Corporation shall be
elected by the Board of Directors and shall consist of a President, a
Secretary, and such other officers and assistant officers as the Board of
Directors may deem necessary, including, without limitation, a Chairman of the
Board of Directors, a Chief Executive Officer, a Chief Operating Officer, a
Chief Financial Officer, a Controller, a Treasurer and one or more Vice
Presidents. The officers of the Corporation shall have the respective
responsibilities and duties indicated herein, if any, as well as any other
responsibilities and duties designated to each such officer by the Board of
Directors. Any two or more offices may be held by the same person. SECTION 2. Election and Term of Office. The officers of the Corporation
shall be elected annually by the Board of Directors at the regular meeting of
the Board of Directors held after each annual meeting of the shareholders. If
the election shall not be held at such meeting such election shall be held as
soon thereafter as may be convenient. Each officer shall hold office until his
successor shall have been duly elected or until his death, or until he shall
resign or shall have been removed in the manner hereinafter provided. SECTION 3. Removal. Any officer may be removed by the Board of Directors
whenever in its judgment the best interests of the Corporation would be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed. SECTION 4. Vacancies. A vacancy in any office, because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term. SECTION 5. Chairman of the Board. The Chairman of the Board of Directors,
if there is one, shall be an executive officer of the Corporation and shall:
(a) preside over all meetings of the Board of Directors at which he is present;
(b) supervise the implementation of the policies adopted or approved by the
Board of Directors; and (c) shall have and exercise such other powers and
perform such other duties as may be assigned to him from time to time by the
Board of Directors. 5




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SECTION 6. Chief Executive Officer. Under the direction and subject to
the control of the Board of Directors, the Chief Executive Officer, if there is
one, shall: (a) be responsible for the general management of the affairs of the
Corporation; (b) see that all orders and resolutions of the Board of Directors
and any committee thereof are carried into effect; (c) perform all duties
customarily performed by persons occupying the office of chief executive
officer; (d) preside at all meetings of shareholders and, in the absence of or
because of the inability to act of the Chairman of the Board (if there is one),
perform all duties of the Chairman of the Board, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the Chairman of
the Board; and (e) have and exercise such other powers and perform such other
duties as may be assigned to him from time to time by the Board of Directors or
any committee thereof. The Chief Executive Officer may sign, alone or with the
Secretary or any other properly authorized officer of the Corporation,
certificates for shares of the Corporations capital stock, contracts, and
other instruments of the Corporation as authorized by the Board of Directors. SECTION 7. President. Under the direction and subject to the control of
the Board of Directors and the Chief Executive Officer (if there is one), the
President shall: (a) act in a general executive capacity; (b) assist the Board
of Directors and the Chief Executive Officer in the administration and
operation of the Corporations business and the general supervision of its
policies and affairs; (c) in the absence of or because of the inability to act
of the Chief Executive Officer, perform all duties of the Chief Executive
Officer, and when so acting, shall have all the powers of and be subject to all
the restrictions upon the Chief Executive Officer; (d) perform all duties
customarily performed by persons occupying the office of president; and (e)
have and exercise such other powers and perform such other duties as may be
assigned to him from time to time by the Board of Directors or any committee
thereof or the Chief Executive Officer (if there is one). The President may
sign, alone or with the Secretary or any other properly authorized officer of
the Corporation, certificates for shares of the Corporations capital stock,
contracts, and other instruments of the Corporation as authorized by the Board
of Directors. SECTION 8. Chief Operating Officer. Under the direction and subject to
the control of the Board of Directors, the Chief Executive Officer (if there is
one) and the President, the Chief Operating Officer, if there is one, shall:
(a) have general charge and supervision of the day to day operations of the
Corporation; (b) perform all duties customarily performed by persons occupying
the office of chief operating officer; and (c) have and exercise such other
powers and perform such other duties as may be assigned to him from time to
time by the Board of Directors or any committee thereof, the Chief Executive
Officer (if there is one) or the President. SECTION 9. Chief Financial Officer. Under the direction and subject to
the control of the Board of Directors, the Chief Executive Officer (if there is
one) and the President, the Chief Financial Officer, if there is one, shall:
(a) assist the Chief Executive Officer (if there is one) and the President in
the performance of their respective duties; (b) perform all duties relating to
the general management and operation (with specific attention to financial
matters) of the Corporation customarily performed by persons occupying the
office of chief financial officer; and (c) have and exercise such other powers
and perform such other duties as may be assigned to him from time to time by
the Board of Directors or any committee thereof, the Chief Executive Officer
(if there is one) or the President. The Chief Financial Officer may, alone or
with the Controller (if there if one) or the Treasurer when so authorized by
the Board of Directors, sign and endorse checks, deposit slips and other
monetary instruments for and on behalf of the Corporation as authorized by the
Board of Directors. SECTION 10. The Vice Presidents. In the absence of or because of the
inability to act of the Chief Executive Officer (if there is one) and the
President, the Vice President (or should there be more than one Vice President,
the Vice Presidents in the order designated at the time of their election, or
in the absence of any designation then in the order of their election) shall,
subject to the control of the Board of Directors, perform the duties of
President, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the President. Each Vice President shall have and
exercise such other powers and perform such other duties as may be assigned to
him from time to time by the Board of Directors or any committee thereof, the
Chief Executive Officer (if there is one), the President or the Chief Operating
Officer (if there is one). SECTION 11. The Secretary. The Secretary shall: (a) keep the minutes of
the shareholders and the Board of Directors meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these Amended and Restated Bylaws, or as
required by law; (c) be custodian of the corporate records and of the seal of
the Corporation, and see that the seal of the Corporation is affixed to all
documents as may be necessary or appropriate; (d) keep a register of the post
office address of each shareholder which shall be 6




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furnished to the Secretary by
each such shareholder; (e) have general charge of the share transfer records of
the Corporation; (f), perform all duties customarily performed by persons
occupying the office of secretary; and (g) have and exercise such other powers
and perform such other duties as may be designated to him from time to time by
the Board of Directors or any committee thereof, the Chief Executive Officer
(if there is one), the President or the Chief Operating Officer (if there is
one). SECTION 12. Controller. The Controller, if there is one, shall be the
chief accounting officer of the Corporation. Under the direction and subject
to the control of the Board of Directors, the Chief Executive Officer (if there
is one) and the Chief Financial Officer (if there is one), the Controller
shall: (a) maintain records of all assets, liabilities, and transactions of the
Corporation; (b) be responsible for the design, installation and maintenance of
accounting and cost control systems and procedures for the Corporation,
including, without limitation, reviewing and approving all vendor invoices and
customer invoices, reviewing the financial information of the Corporations
subsidiaries, and preparing the Corporations consolidated financial statements
and other information; and (c) have and exercise such other powers and perform
such other duties as may be designated to him from time to time by the Board of
Directors or any committee thereof, the Chief Executive Officer (if there is
one), the President or the Chief Financial Officer (if there is one). The
Controller may, alone or with the Chief Financial Officer (if there is one) or
the Treasurer when so authorized by the Board of Directors, sign and endorse
checks, deposit slips and other monetary instruments for and on behalf of the
Corporation as authorized by the Board of Directors. SECTION 13. The Treasurer. Under the direction and subject to the control
of the Board of Directors, the Chief Executive Officer (if there is one) and
the Chief Financial Officer (if there is one), the Treasurer, if there is one,
shall: (a) have charge and custody of, and be responsible for, all funds and
securities of the Corporation from any source whatsoever; (b) deposit all such
moneys in the name of the Corporation in such banks, trust companies, or other
depositories as shall be selected by the Board of Directors; (c) perform all
duties customarily performed by persons occupying the office of treasurer; and
(d) have and exercise such other powers and perform such other duties as may be
designated to him from time to time by the Board of Directors or any committee
thereof, the Chief Executive Officer (if there is one), the President or the
Chief Financial Officer (if there is one). If required by the Board of
Directors, the Treasurer shall give a bond for the faithful discharge of his
duties in such sum, and with such surety or sureties, as the Board of Directors
shall determine. SECTION 14. Assistant Secretaries. The Assistant Secretaries, when
authorized by the Board of Directors, may sign with the Chief Executive
Officer, the President, or a Vice President, certificates for shares of the
Corporations capital stock the issuance of which shall have been authorized by
a resolution of the Board of Directors. The Assistant Secretaries, in general,
shall have and exercise such other powers and perform such other duties as
shall be assigned to them by the Board of Directors or any committee thereof,
the Chief Executive Officer (if there is one), the President, the Chief
Operating Officer (if there is one), or the Secretary. SECTION 15, Assistant Treasurers. The Assistant Treasurers shall,
respectively, if required by the Board of Directors, give bonds for the
faithful discharge of their duties in such sums and with such sureties as the
Board of Directors shall determine. The Assistant Treasurers, in general,
shall have and exercise such other powers and perform such other duties as
shall be assigned to them by the Board of Directors or any committee thereof,
the
Chief Executive Officer (if there is one), the President, the Chief
Financial Officer (if there is one), the Controller or the Treasurer. SECTION 11. Salaries. The salaries, if any, of the officers shall be
fixed from time to time by the Board of Directors and no officer shall be
prevented from receiving such salary by reason of the fact that he is also a
director of the Corporation. ARTICLE V
Certificates for Shares, Transfer and Replacement SECTION 1. Certificates for Shares. Certificates representing shares of
the Corporations capital stock shall be in such form as shall be approved from
time to time by the Board of Directors. Such certificates shall be signed by
the Chief Executive Officer or the President and by the Secretary or an
Assistant Secretary. If such certificates are signed or countersigned by a
transfer agent or registrar, other than the Corporation, such signature of the
Chief Executive Officer or the President and Secretary or Assistant Secretary,
and the seal of the Corporation, or any of them, may be 7




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executed in facsimile,
engraved or printed. If any officer who has signed or whose facsimile
signature has been placed on any certificate shall have ceased to be such
officer before the certificate is issued, it may be issued by the Corporation
with the same effect as if the officer has not ceased to be such at the date of
issue. All certificates for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to whom the shares
represented thereby are issued with the number of shares and date of issue,
shall be entered on the share transfer records of the Corporation. All
certificates surrendered to the Corporation for transfer shall be canceled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, except that in case
of a lost, stolen or destroyed certified a new one may be issued therefor as
provided in Section 3 of this Article V. SECTION 2. Transfer of Shares. Transfer of shares of the Corporations
capital stock shall be made only on the stock transfer books of the Corporation
upon surrender for cancellation of the certificate for such shares, together
with a request to transfer and such other documents and opinion as counsel to
the Corporation may require. The person in whose name shares stand on the
stock transfer books of the Corporation shall be deemed by the Corporation to
be the owner thereof for all purposes. SECTION 3. Lost, Stolen or Destroyed Certificates. The Corporation shall
issue a new certificate in place of any certificate for shares previously
issued if the registered owner of the certificate: (a) makes proof in affidavit
form that it has been lost, destroyed or wrongfully taken; (b) requests the
issuance of a new certificate before the Corporation has notice that the
certificate has been acquired by a purchaser for value in good faith and
without notice of an adverse claim; (c) gives a bond in such form, and with
such surety or sureties, with fixed or open penalty, as the Corporation may
direct, or indemnifies the Corporation (and its transfer agent and registrar,
if any) against any claim that may be made on account of the alleged loss,
destruction or theft of the certificates; and (d) satisfies any other
reasonable requirements imposed by the Corporation. When a certificate has
been lost, apparently destroyed or wrongfully taken, and the holder of record
fails to notify the Corporation within a reasonable time after he has notice of
it, and the Corporation registers a transfer of the shares represented by the
certificate before receiving such notification, the holder of record is
precluded from making any claim against the Corporation for the transfer or for
a new certificate. ARTICLE VI
Fiscal Year The Board of Directors shall, by resolution, fix the fiscal year of the
Corporation. ARTICLE VII
Distributions The Board of Directors may from time to time make distributions in the
manner provided by law. ARTICLE VIII
Seal The Board of Directors shall adopt a corporate seal, which shall be
circular in form and shall have inscribed thereon the name of the Corporation,
the state of incorporation, and the five-pointed Texas star. ARTICLE IX
Waiver of Notice Whenever any notice is required to be given to any shareholder or director
of the Corporation under the provisions of these Amended and Restated Bylaws,
the Articles of Corporation or the TBCA, a waiver thereof in writing signed by
the person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice. 8




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ARTICLE X
Procedure Meetings of the shareholders and of the Board of Directors shall be
conducted in accordance with the procedure as contained in Roberts Rules of
Order, to the extent applicable. ARTICLE XI
Participation of Directors and Officers in Related Business Unless otherwise provided by contract, officers and directors of this
Corporation may hold positions as officers and directors of other corporations,
in related businesses, and their efforts to advance the interest of those
corporations will not create a breach of fiduciary duty to this Corporation in
the absence of bad faith. ARTICLE XII
Amendments The Board of Directors shall have the power to alter, amend or repeal
these Amended and Restated Bylaws or adopt new bylaws, subject to amendment,
repeal or adoption of new bylaws by action of the shareholders and unless the
shareholders in amending, repealing or adopting a particular bylaw expressly
provide that the Board of Directors may not amend or repeal such bylaw. The
Board of Directors may exercise this power at any regular or special meeting at
which a quorum is present by the affirmative vote of a majority of the
Directors present at the meeting and without any notice of the action taken
with respect to the Bylaws having been contained in the notice of waiver of
notice of meeting. 9