EX-3.2 13 file004.htm BYLAWS

                                     STEALTHGAS INC.

                           FORM OF AMENDED AND RESTATED BYLAWS

                             As Adopted ______________, 2005

                                       ARTICLE I
                                        OFFICES

    The principal place of business of the Corporation shall be at such place or
    places as the directors shall from time to time determine. The Corporation may
    also have an office or offices at such other places within or without the
    Marshall Islands as the Board of Directors (the "Board") may from time to time
    appoint or the business of the Corporation may require.

                                       ARTICLE II
                                      STOCKHOLDERS

    Section 1. ANNUAL MEETING. The annual meeting of stockholders of the Corporation
    shall be held on such day and at such time and place within or without the
    Marshall Islands as the Board may determine, for the purpose of electing
    directors and for transacting such other business as may properly be brought
    before the meeting. The Chairman of the Board or, in the Chairman's absence,
    another person designated by the Board shall act as the Chairman of all annual
    meetings of stockholders.

    Section 2. SPECIAL MEETINGS. A special meeting of the stockholders may be called
    at any time by the Board. Except as may be set forth in the Articles of
    Incorporation, no other person or persons are permitted to call a special
    meeting. No business may be conducted at the special meeting other than business
    brought before the meeting by the Board. If the Chairman of the special meeting
    determines that business was not properly brought before the special meeting in
    accordance with the foregoing procedures, the Chairman shall declare to the
    meeting that the business was not properly brought before the meeting and such
    business shall not be transacted.

    Section 3. NOTICE OF MEETINGS. Notice of every annual and special meeting of
    stockholders, other than any meeting the giving of notice of which is otherwise
    prescribed by law or the Articles of Incorporation, stating the date, time,
    place and purpose thereof, and in the case of special meetings, the name of the
    person or persons at whose direction the notice is being issued, shall be given
    personally (including by telephone) or sent by mail, telegraph, cablegram,
    telex, telecopy, electronic mail or other means deemed appropriate by the Board
    at least fifteen (15) but not more than sixty (60) days before such meeting, to
    each stockholder of record entitled to vote thereat and to each stockholder of
    record who, by reason of any action proposed at such meeting would be entitled
    to have his or her shares appraised if such action were taken, and the notice
    shall include a statement of that purpose and to that effect. If mailed, notice
    shall be deemed to have been given when deposited in the mail, directed to the
    stockholder at his, her or its address as the same appears on the record of
    stockholders of the Corporation or at such address as to which the stockholder
    has given notice to the Secretary. Notice of a meeting need not be given to any
    stockholder who submits a signed waiver of notice, whether before or after the
    meeting, or who attends the meeting without protesting prior to the conclusion
    thereof the lack of notice to him or her.

    Section 4. ADJOURNMENTS. Whether or not a quorum shall be present, any meeting
    of stockholders, annual or special, may adjourn from time to time to reconvene
    at the same or some other place, and notice need not be given of any such
    adjourned meeting if the time and place thereof are announced at the meeting at
    which the adjournment is taken. At the adjourned meeting the Corporation may
    transact any business which might have been transacted at the original meeting.
    If the meeting is adjourned for lack of quorum, notice of the new meeting shall
    be given to each stockholder of record entitled to vote at the meeting. If after
    an adjournment a new record date is fixed for the adjourned meeting, a notice of
    the adjourned meeting shall be given to each stockholder of record on the new
    record date entitled to notice in Section 3 of this Article II. The Board of
    Directors may postpone any meeting of stockholders or cancel any special meeting
    of stockholders by public announcement or disclosure prior to the time scheduled
    for the meeting.

    Section 5. QUORUM. At all meetings of stockholders, except as otherwise
    expressly provided by law or the Articles of Incorporation, there must be
    present either in person or by proxy stockholders of record holding at least a
    majority of the shares issued and outstanding and entitled to vote at such
    meetings in order to constitute a quorum, but if less than a quorum is present,
    a majority of those shares present either in person or by proxy shall have power
    to adjourn any meeting until a quorum shall be present. Notwithstanding the
    previous sentence, at any meeting of stockholders at which the holders of any
    class of stock of the Corporation shall be entitled to vote separately as a
    class, the holders of a majority in number of the total outstanding shares of
    such class, present in person or represented by proxy, shall constitute a quorum
    for purposes of such class vote unless the representation of a different number
    of shares of such class shall be required by law, by the Articles of
    Incorporation or by these bylaws.

    Section 6. ORGANIZATION. The Chief Executive Officer or, in the absence of the
    Chief Executive Officer, the Chairman of the Board shall call all meetings of
    the stockholders to order, and shall act as chairman of such meetings. In the
    absence of the Chief Executive Officer and the Chairman of the Board, the
    members of the Board of Directors who are present shall elect a chairman of the
    meeting.

             The Secretary of the Corporation shall act as secretary of all meetings
    of the stockholders; and in the absence of the Secretary, the chairman of the
    meeting may appoint any person to act as secretary of the meeting. It shall be
    the duty of the Secretary of the Corporation to prepare and make, at least ten
    days before every meeting of stockholders, a complete list of stockholders
    entitled to vote at such meeting, arranged in alphabetical order and showing the
    address of each stockholder and the number of shares registered in the name of
    each stockholder.

    Section 7. VOTING. At any meeting of stockholders, with respect to a matter for
    which a stockholder is entitled to vote, each such stockholder shall be entitled
    to one vote for each share it holds, except as otherwise expressly provided by
    law or in the Articles of Incorporation. Each stockholder may exercise such
    voting right either in person or by proxy; provided, however, that no proxy
    shall be valid after the expiration of eleven months from the date such proxy
    was authorized unless otherwise provided in the proxy. A duly executed proxy
    shall be irrevocable if it states that it is irrevocable and if, and only as
    long as, it is coupled with an interest sufficient in the law of the Marshall
    Islands to support an irrevocable power. A stockholder may revoke any

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    proxy which is not irrevocable by attending the meeting and voting in person or
    by filing an instrument in writing revoking the proxy or another duly executed
    proxy bearing a later date with the Secretary of the Corporation. If a quorum is
    present, and except as otherwise expressly provided by law or the Articles of
    Incorporation and except with respect to the election of directors, the
    affirmative vote of a majority of the shares of stock represented at the meeting
    shall be the act of the stockholders. Subject to the rights of the holders of
    any series of preferred stock of the Corporation, directors shall be elected by
    a plurality of the votes cast at a meeting of stockholders by the stockholders
    entitled to vote in the election.

             Shares of the stock of the Corporation belonging to the Corporation or
    to another corporation, if a majority of the shares entitled to vote in the
    election of directors of such other corporation is held, directly or indirectly,
    by the Corporation, shall neither be entitled to vote nor be counted for quorum
    purposes.

    Section 8. VOTING PROCEDURES AND INSPECTORS. The Corporation may, in advance of
    any meeting of stockholders, appoint one or more inspectors of election to act
    at the meeting and make a written report thereof. Each inspector, before
    entering upon the discharge of the duties of inspector, shall take and sign an
    oath faithfully to execute the duties of inspector with strict impartiality and
    according to the best of such person's ability.

             The inspectors shall ascertain the number of shares outstanding and the
    voting power of each; determine the shares represented at the meeting and the
    validity of proxies and ballots; count all votes and ballots; determine and
    retain for a reasonable period a record of the disposition of any challenges
    made to any determination by them; and certify their determination of the number
    of shares represented at the meeting, and their count of all votes and ballots.

    Section 9. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Any action required or
    permitted to be taken by the stockholders of the Corporation, or any action
    which may be taken at a meeting of the stockholders, may be taken without a
    meeting if a consent in writing, setting forth the actions so taken, is signed
    by all the stockholders entitled to vote with respect to the subject matter
    thereof. Such consent shall have the same effect as a unanimous vote of
    stockholders, and may be stated as such in any articles or documents filed with
    a Registrar of Corporations.

             The consent shall be delivered to the Corporation by delivery to its
    registered office in the Marshall Islands, its principal place of business, or
    an officer or agent of the Corporation having custody of the book in which
    proceedings of meetings of stockholders are recorded. Delivery made to the
    Corporation's registered office shall be made by hand or by certified or
    registered mail, return receipt requested.

    Section 10. FIXING OF RECORD DATE. For the purpose of determining the
    stockholders entitled to notice of and to vote at any meeting of stockholders,
    or to express consent to or dissent from any proposal without a meeting, or for
    any other action, the Board may fix a time not more than sixty (60) days prior
    to the date of for any such determination of stockholders, nor, in the case of a
    meeting of stockholders, less than fifteen (15) days before the date of such
    meeting.

    Section 11. ADVANCE NOTICE OF STOCKHOLDER NOMINEES FOR DIRECTOR AND OTHER
    STOCKHOLDER PROPOSALS. The matters to be considered and brought before any
    meeting of stockholders of the

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    Corporation, including the nomination and election of directors, shall be
    limited to only those matters that are brought properly before the meeting in
    compliance with the procedures set forth in this Section 11 of Article II.

             In order to be properly brought before any annual meeting of
    stockholders, a matter must be (i) specified in the notice of annual meeting
    given by or at the direction of the Board, (ii) otherwise brought before the
    annual meeting by or at the direction of the Board or (iii) brought before the
    annual meeting in the manner specified in this Section 11 of Article II by a
    stockholder who holds of record stock of the Corporation entitled to vote at the
    annual meeting on such matter (including any election of directors) or by a
    person who holds such stock through a nominee or "street name" holder of record
    of such stock and can demonstrate to the Corporation such indirect ownership of,
    and such person's right to vote, such stock.

             In addition to any other requirements under applicable law, the
    Articles of Incorporation and these bylaws, persons nominated by stockholders
    for election as directors of the Corporation and any other proposals by
    stockholders shall be properly brought before an annual meeting of stockholders
    only if notice of any such matter to be presented by a stockholder at such
    meeting (a "Stockholder Notice') is delivered to the Secretary at the principal
    executive office of the Corporation not less than ninety (90) nor more than one
    hundred and twenty (120) days prior to the first anniversary date of the annual
    meeting for the preceding year. If (and only if) an annual meeting of
    stockholders is not scheduled to be held within a period that commences thirty
    (30) days before and ends thirty (30) days after such an anniversary date (an
    annual meeting date outside such period being referred to herein as an "Other
    Meeting Date"), the Stockholder Notice shall be given in the manner provided in
    these bylaws by the later of (i) the close of business on the ninetieth (90th)
    day prior to such Other Meeting Date or (ii) the close of business on the tenth
    (10th) day following the date on which such Other Meeting Date is first publicly
    announced or disclosed by the Corporation.

             Any stockholder who wishes to nominate a person for election as a
    director of the Corporation at an annual meeting of stockholders shall deliver,
    as part of the Stockholder Notice, a statement in writing setting forth the name
    of the person to be nominated, the number and class of all shares of stock of
    the Corporation the person owns of record and beneficially, as reported to the
    stockholder by the person, the information regarding the person that would be
    required to be included in a proxy statement, by the rules and regulations of
    the U.S. Securities and Exchange Commission (assuming such rules and regulations
    were applicable), for a nominee for election as a director, the person's signed
    consent to serve as a director of the Corporation if elected, the stockholder's
    name and address, the number and class of all shares of stock of the Corporation
    that the stockholder owns of record and beneficially and, in the case of a
    person who holds the stock through a nominee or "street name" holder of record,
    evidence establishing the person's indirect ownership of the stock and right to
    vote the stock for the election of directors at the meeting.

             Any stockholder who gives a Stockholder Notice of any matter (other
    than a nomination for director) proposed to be brought before an annual meeting
    of stockholders shall deliver, as part of the Stockholder Notice, the text of
    the proposal to be presented and a brief written statement of the reasons why
    the stockholder favors the proposal and setting forth the stockholder's name and
    address, the number and class of all shares of stock of the Corporation

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    the stockholder owns of record and beneficially, any material interest of such
    stockholder in the matter proposed (other than as a stockholder), if applicable
    and, in the case of a person who holds stock through a nominee or "street name"
    holder of record, evidence establishing the person's indirect ownership of the
    stock and right to vote the stock on the matter proposed at the annual meeting.

             As used in these bylaws, shares "beneficially owned" shall mean all
    shares which a person is deemed to beneficially own pursuant to Rules 13d-3 and
    13d-5 under the U.S. Securities Exchange Act of 1934, as amended. If a
    stockholder is entitled to vote only for a specific class or category of
    directors at an annual or special meeting of stockholders, the stockholder's
    right to nominate a person for election as a director at the meeting shall be
    limited to such class or category of directors.

             Notwithstanding any provision of this Section 11 of Article II to the
    contrary, in the event that the number of directors to be elected to the Board
    at the next annual meeting of stockholders is increased by virtue of an increase
    in the size of the Board and either all of the nominees for director at the next
    annual meeting of stockholders or the size of the increased Board is not
    publicly announced or disclosed by the Corporation at least one hundred (100)
    days prior to the first anniversary of the preceding year's annual meeting, a
    Stockholder Notice shall also be considered timely hereunder, but only with
    respect to nominees to stand for election at the next annual meeting as the
    result of any new positions created by such increase, if it is delivered to the
    Secretary at the principal place of business of the Corporation not later than
    the close of business on the tenth (10th) day following the first day on which
    all such nominees or the size of the increased Board of Directors shall have
    been publicly announced or disclosed by the Corporation.
             Except as provided in the immediately following sentence, no matter
    shall be properly brought before a special meeting of stockholders unless the
    matter shall have been brought before the meeting pursuant to the Corporation's
    notice of such meeting. In the event the Corporation calls a special meeting of
    stockholders for the purpose of electing a director to the Board, any
    stockholder entitled to vote for the election of such director at such meeting
    may nominate a person for election to such position as is specified in the
    notice of such meeting, but only if the Stockholder Notice required by this
    Section 11 of Article II shall be delivered to the Secretary of the Corporation
    at the principal place of business of the Corporation not later than the close
    of business on the tenth (10th) day following the first day on which the date of
    the special meeting and either the names of all nominees proposed by the Board
    of Directors to be elected at such meeting or the number of directors to be
    elected shall have been publicly announced or disclosed.

             For purposes of this Section 11 of Article II, a matter shall be deemed
    to have been "publicly announced or disclosed" if the matter is disclosed in a
    press release reported by the (i) Dow Jones News Service, the Associated Press
    or a comparable U.S. national news service or (ii) in a document publicly filed
    by the Corporation with the U.S. Securities and Exchange Commission.

             In no event shall the adjournment of an annual meeting or a special
    meeting of stockholders, or any announcement thereof, commence a new period for
    the giving of notice as

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    provided in this Section 11. This Section 11 of Article II shall not apply to
    any nomination of a director in an election in which only the holders of a
    particular class of stock of the Corporation (the holders of which may vote by
    written consent under the Articles of Incorporation), or a series thereof, are
    entitled to vote (unless otherwise provided in the terms of such stock).

             The chairman of any meeting of stockholders, in addition to making any
    other determinations that may be appropriate to the conduct of the meeting,
    shall have the power and duty to determine whether notice of nominees and other
    matters proposed to be brought before a meeting have been duly given in the
    manner provided in this Section 11 of Article II and, if not so given, shall
    direct and declare at the meeting that such nominees and other matters shall not
    be considered.

                                      ARTICLE III
                                       DIRECTORS

    Section 1. NUMBER AND TERM OF OFFICE. The affairs, business and property of the
    Corporation shall be managed by a Board to consist of such number of directors
    as shall be fixed from time to time by a resolution passed by a majority of the
    entire Board. Except as otherwise provided by law or in Section 3 of this
    Article III, the directors of the Corporation shall be elected at each annual
    meeting of stockholders, to replace those directors whose terms expire at such
    annual meeting. Except as otherwise provided in Section 1 of this Article III,
    each Director shall be elected to serve until the third succeeding annual
    meeting of stockholders and until his or her successor shall have been duly
    elected and qualified, except in the event of his or her death, resignation,
    removal or the earlier termination of his or her term of office. No decrease in
    the number of directors shall shorten the term of any incumbent director. The
    directors need not be residents of the Marshall Islands or stockholders of the
    Corporation. Corporations may, to the extent permitted by law, be elected or
    appointed directors.

    Section 2. REMOVAL. Any or all of the directors may be removed, with cause by
    the affirmative vote of holders of 80% of the voting power of all the
    outstanding shares of stock of the Corporation entitled to vote generally in the
    election of directors, considered for this purpose as a single class.
    Notwithstanding the previous sentence, whenever any director shall have been
    elected by the holders of any class of stock of the Corporation voting
    separately as a class under the provisions of the Articles of Incorporation,
    such director may be removed and the vacancy filled only by the holders of 80%
    of the voting power of that class of stock voting separately as a class.

             Except as provided in the Articles of Incorporation, vacancies caused
    by any such removal or any vacancy caused by the death or resignation of any
    director or for any other reason, and any newly created directorship resulting
    from any increase in the authorized number of directors, may be filled by, and
    only by, the affirmative vote of a majority of the directors then in office,
    although less than a quorum, and any director so elected to fill any such
    vacancy or newly created directorship shall hold office until the director's
    successor is elected and qualified or until the director's earlier resignation
    or removal. No director may be removed without cause by either the stockholders
    or the Board.

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    Section 3. VACANCIES. Vacancies in the Board occurring by death, resignation,
    creation of new directorship, failure of the stockholders to elect the whole
    class of directors required to be elected at any annual election of directors or
    for any other reason, including removal of directors for cause, shall be filled
    only by the affirmative vote of a majority of the remaining directors then in
    office, although less than a quorum, at any special meeting called for that
    purpose or at any regular meeting of the Board.

    Section 4. REGULAR MEETINGS. Regular meetings of the Board may be held at such
    time and place, within or without the Marshall Islands, as may be determined by
    resolution of the Board. No notice shall be required for any regular meeting.
    Except as otherwise provided by law, any business may be transacted at any
    regular meeting of the Board.

    Section 5. SPECIAL MEETING. Special meetings of the Board may be called from
    time to time by the Chairman, the President, or any officer of the Corporation
    who is also a director. The President or the Secretary shall call a special
    meeting of the Board upon written request directed to either of them by any two
    directors stating the time, place and purpose of such special meeting. Special
    meetings of the Board shall be held on a date and at such time and at such
    place, within or without the Marshall Islands, as may be designated in the
    notice thereof by the officer calling the meeting.

    Section 6. NOTICE OF MEETINGS. Notice of the date, time and place of each
    meeting of the Board shall be given to each Director at least forty-eight (48)
    hours prior to such meeting, unless the notice is given orally or delivered in
    person, in which case it shall be given at least twenty-four (24) hours prior to
    such meeting. For the purpose of this section, notice shall be deemed to be duly
    given to a Director if given to him or her personally (including by telephone)
    or if such notice be delivered to such Director by mail, telegraph, cablegram,
    telex, teleprinter, telecopy, electronic mail or other electronic means to his
    or her last known address. Notice of a meeting need not be given to any Director
    who submits a signed waiver of notice, whether before or after the meeting, or
    who attends the meeting without protesting, prior to the conclusion thereof, the
    lack of notice to him or her.

    Section 7. QUORUM. Subject to the provisions of Section 3 of this Article III, a
    majority of the directors at the time in office (but, unless the Board shall
    consist solely of one director, in no case less than one-third of total number
    of directors nor less than two directors), present in person or by proxy or
    communications equipment, shall constitute a quorum for the transaction of
    business.

    Section 8. ORGANIZATION. The Chairman of the Board or, in the absence of the
    Chairman of the Board, the Chief Executive Officer shall preside at all meetings
    of the Board of Directors. In the absence of the Chairman of the Board and the
    Chief Executive Officer, a Chairman shall be elected from among the Directors
    present. The Secretary of the Corporation shall act as secretary of all meetings
    of the directors. In the absence of the Secretary of the Corporation, the
    Chairman may appoint any person to act as secretary of the meeting.

    Section 9. INTERESTED DIRECTORS. No contract or transaction between the
    Corporation and one or more of its directors or officers, or between the
    Corporation and any other corporation, partnership, association or other
    organization in which one or more of its directors or officers are

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    directors or officers, or have a financial interest, shall be void or voidable
    solely for this reason, or solely because the director or officer is present at
    or participates in the meeting of the Board or committee thereof which
    authorizes the contract or transaction, or solely because his or her or their
    votes are counted for such purpose, if: (i) the material facts as to his or her
    relationship or interest and as to the contract or transaction are disclosed or
    are known to the Board or the committee and the Board or committee in good faith
    authorizes the contract or transaction by the affirmative votes of a majority of
    the disinterested directors, or, if the votes of the disinterested directors are
    insufficient to constitute an act of the Board as defined in Section 55 of the
    BCA, by unanimous vote of the disinterested directors; or (ii) the material
    facts as to his or her relationship or interest and as to the stockholders
    entitled to vote thereon, and the contract or transaction is specifically
    approved in good faith by vote of the stockholders; or (iii) the contract or
    transaction is fair as to the Corporation as of the time it is authorized,
    approved or ratified, by the Board, a committee thereof or the stockholders.
    Common or interested directors may be counted in determining the presence of a
    quorum at a meeting of the Board or of a committee which authorizes the contract
    or transaction.

    Section 10. VOTING. The vote of the majority of the directors, present in person
    or by proxy or by means of communications equipment, at a meeting at which a
    quorum is present shall be the act of the directors.

                  Unless otherwise restricted by the Articles of Incorporation or by
    these bylaws, any action required or permitted to be taken at any meeting of the
    Board, or of any committee thereof, may be taken without a meeting if all
    members of the Board, as the case may be, consent thereto in writing, and the
    writing or writings are filed with the minutes of proceedings of the Board or
    committee, as the case may be.

    Section 11. COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES. The Board may
    from time to time, in its discretion, fix the amounts which shall be payable to
    members of the Board and to members of any committee, for attendance at the
    meetings of the Board or of such committee and for services rendered to the
    Corporation.

                                       ARTICLE IV
                                       COMMITTEES

             The Board may, by resolution or resolutions passed by a majority of the
    entire Board, designate from among its members an executive committee to consist
    of one or more of the directors of the Corporation, which, to the extent
    provided in said resolution or resolutions, or in these bylaws, shall have and
    may exercise, to the extent permitted by law, the powers of the Board in the
    management of the business and affairs of the Corporation, and may have power to
    authorize the seal of the Corporation to be affixed to all papers which may
    require it; provided, however, that no committee shall have the power or
    authority to (i) submit to stockholders of any action that requires
    stockholders' approval by law, (ii) fill a vacancy in the Board or in a
    committee thereof, (iii) fix compensation of the directors for serving on the
    Board any other committee, (iv) amend or repeal any bylaw or adopt any new
    bylaw, or (v) amend or repeal any resolution of the entire Board which by its
    terms shall not be so amendable or repealable. In addition, the Board may
    designate from among its members other committees to consist of one or more of
    the directors of the Corporation, each of which shall perform such functions and
    have

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    such authority and powers as shall be delegated to such committee by said
    resolution or resolutions or as provided for in these bylaws subject to the
    prohibitions on the delegation of power and authority set forth in the preceding
    sentence. Members of the executive committee and any other committee shall hold
    office for such period as may be prescribed by the vote of the entire Board,
    subject, however, to removal at any time by the vote of the Board. Vacancies in
    membership of such committees shall be filled by vote of the Board. Committees
    may adopt their own rules of procedures and may meet at stated times or on such
    notice as they may determine. Each committee shall keep a record of its
    proceedings and report the same to the Board when required.

                                       ARTICLE V
                                        OFFICERS

    Section 1. NUMBER AND DESIGNATION. The officers of the Corporation shall include
    a Chief Executive Officer and a Secretary and may include a Chairman of the
    Board, one or more Vice Chairmen of the Board, a President, a Treasurer, a Chief
    Financial Officer, one or more Vice-Presidents and such other officers, if any,
    as the Board may deem necessary. Officers may be of any nationality and need not
    be residents of the Marshall Islands. The officers shall be elected annually by
    the Board at its first meeting following the annual election of directors, but
    in the event of the failure of the Board to so elect any officer, such officer
    may be elected at any subsequent meeting of the Board. The salaries of officers
    and any other compensation paid to them shall be fixed from time to time by the
    Board. The Board may at any meeting elect additional officers. Each Officer
    shall hold office at the pleasure of the Board and may hold more than one
    office. Any officer may be removed by the Board at any time with or without
    cause. Any vacancy in an office may be filled for the unexpired position of the
    term of such office by the Board at any regular or special meeting.

             In addition to the powers and duties of the officers of the Corporation
    as set forth in these bylaws, the officers shall have such authority and shall
    perform such duties as from time to time may be determined by the Board.

    Section 2. CHIEF EXECUTIVE OFFICER. The Board shall designate one of the
    officers of the Corporation to be the Chief Executive Officer of the
    Corporation. Subject to the control of the Board, the Chief Executive Officer
    shall have general charge and control of all the business and affairs of the
    Corporation and shall have all powers and shall perform all duties incident to
    the position of Chief Executive Officer which may be required by law and such
    other duties as are required by the Board. The Chief Executive Officer shall
    make reports to the Board and to the stockholders, and shall see that all orders
    and resolutions of the Board and of any committee thereof are carried into
    effect. The Chief Executive Officer shall preside at all meetings of the
    stockholders and shall have such other powers and perform such other duties as
    may from time to time be assigned by these bylaws or by the Board of Directors.

    Section 3. CHIEF FINANCIAL OFFICER. The Board may designate one of the officers
    of the Corporation to be the Chief Financial Officer of the Corporation. Subject
    to the control of the Board and the Chief Executive Officer, the Chief Financial
    Officer shall have general charge and control of the financial affairs of the
    Corporation and shall have all powers and shall perform all duties incident to
    the position of Chief Financial Officer. The Chief Financial Officer shall act
    in

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    a general executive capacity and assist the Chief Executive Officer in the
    administration and operation of the Corporation's financial affairs. The Chief
    Financial Officer shall have such other powers and perform such other duties as
    may from time to time be assigned by these bylaws or by the Board of Directors
    or the Chief Executive Officer.

    Section 4. CHAIRMAN AND VICE CHAIRMEN OF THE BOARD. The Board may elect a
    Chairman of the Board from among its members. The Chairman of the Board shall
    preside at all meetings of the Board and shall have all powers and may perform
    all duties incident to the office of Chairman of the Board which shall be
    required by law and shall have such other powers and perform such other duties
    as shall from time to time be assigned by these bylaws or by the Board. The
    Board of Directors also may elect one or more Vice-Chairmen to act in the place
    of the Chairman upon his or her absence or inability to act.

    Section 5. THE PRESIDENT AND VICE PRESIDENTS. The Board of Directors may elect a
    President and one or more Vice Presidents of the Corporation. Subject to the
    control of the Board of Directors and the Chief Executive Officer, the President
    and each Vice President shall have all powers and shall perform all duties
    incident to their respective offices which may be required by law and shall have
    such other powers and perform such other duties as may from time to time be
    assigned by these bylaws or by the Board of Directors or the Chief Executive
    Officer.

    Section 6. SECRETARY. The Board shall elect a Secretary who shall act as
    Secretary of all meetings of the stockholders and of the Board at which he or
    she is present, shall have supervision over the giving and serving of notices of
    the Corporation, shall be the custodian of the corporate records of the
    corporate seal of the Corporation, shall be empowered to affix the corporate
    seal to those documents, the execution of which, on behalf of the Corporation
    under its seal, is duly authorized and when so affixed may attest the same, and
    shall exercise the powers and perform such other duties as may be assigned to
    him or her by the Board or the President.

    Section 7. TREASURER. The Board may elect a Treasurer who shall have general
    supervision over the care and custody of the funds, securities, and other
    valuable effects of the Corporation and shall deposit the same or cause the same
    to be deposited in the name of the Corporation in such depositories as the Board
    may designate, shall disburse the funds of the Corporation as may be ordered by
    the Board, shall have supervision over the accounts of all receipts and
    disbursements of the Corporation, shall, whenever required by the Board, render
    or cause to be rendered financial statements of the Corporation, shall have the
    power and perform the duties usually incident to the office of Treasurer, and
    shall have such powers and perform other duties as may be assigned to him or her
    by the Board or President.

    Section 8. OTHER OFFICERS. The Board may elect other officers of the Corporation
    who may exercise such powers and perform such duties as may be assigned to them
    by the Board or the Chief Executive Officer.

    Section 9. BOND. The Board shall have power to the extent permitted by law to
    require any officer, agent or employee of the Corporation to give bond for the
    faithful discharge of his or her duties in such form and with such surety as the
    Board may deem advisable.

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                                       ARTICLE VI
                                 CERTIFICATES FOR SHARES

    Section 1. FORM AND ISSUANCE. The shares of the Corporation shall be represented
    by certificates in form meeting the requirements of law, and not inconsistent
    with the Articles of Incorporation, and approved by the Board, unless the Board
    provides, by resolution, that some or all shares of any or all classes or series
    of stock shall be uncertificated. Certificates shall be signed by the Chairman
    of the Board, the President or Chief Executive Officer or a Vice-President and
    by the Secretary or any Assistant Secretary or the Treasurer or any Assistant
    Treasurer. These signatures may be facsimiles if the certificate is
    countersigned by a transfer agent or registered by a registrar other than the
    Corporation itself or its employee.

    Section 2. TRANSFER. The Board shall have power and authority to make such rules
    and regulations as they may deem expedient concerning the issuance, registration
    and transfer of certificates representing shares of the Corporation's stock, and
    may appoint transfer agents and registrars thereof.

    Section 3. LOSS OF STOCK CERTIFICATES. The Board may direct a new certificate of
    stock to be issued in place of any certificate or certificates theretofore
    issued by the Corporation alleged to have been lost or destroyed, upon the
    making of an affidavit of that fact by the person claiming the certificate of
    stock to be lost or destroyed. When authorizing such issue of a new certificate
    or certificates, the Board may, in its discretion and as a condition precedent
    to the issuance thereof, require the owner of such lost or destroyed certificate
    or certificates, or his or her legal representative, to advertise the same in
    such manner as it shall require and/or give the Corporation a bond in such sum
    as it may direct indemnity against any claim that may be made against the
    Corporation with respect to the certificate alleged to have been lost or
    destroyed.

                                      ARTICLE VII
                                       DIVIDENDS

    Section 1. DECLARATION AND FORM. Subject to the provisions of the Articles of
    Incorporation, dividends may be declared in conformity with applicable law by,
    and at the discretion of, the Board at any regular or special meeting. Dividends
    may be declared and paid in cash, stock or other property of the Corporation.

    Section 2. RECORD DATE. The Board may fix a time not exceeding sixty (60) days
    preceding the date fixed for the payment of any dividend, the making of any
    distribution, the allotment of any rights or the taking of any other action, as
    a record time for the determination of the stockholders entitled to receive any
    such dividend, distribution, or allotment or for the purpose of such other
    action.

                                      ARTICLE VIII
                                     INDEMNIFICATION

    Section 1. NATURE OF INDEMNITY. The Corporation shall indemnify any person who
    was or is a party or is threatened to be made a party to any threatened, pending
    or completed action, suit or proceeding, whether civil, criminal, administrative
    or investigative (other than an action by or in the right of the Corporation),
    by reason of the fact that the person is or was or has agreed to

                                           11

    become a director or officer of the Corporation, or is or was serving at the
    request of the Corporation as a director, officer, partner, manager, trustee or
    in any other capacity for another corporation, partnership, joint venture,
    limited liability company, trust, employee benefit plan or other enterprise, or
    by reason of any action alleged to have been taken or omitted in such capacity
    against expenses (including attorneys' fees), judgments, fines and amounts paid
    in settlement actually and reasonably incurred by such person or on his or her
    behalf in connection with such action, suit or proceeding and any appeal
    therefrom, if the person acted in good faith and in a manner he or she
    reasonably believed to be in or not opposed to the best interests of the
    Corporation, and, with respect to any criminal action or proceeding, had no
    reasonable cause to believe his or her conduct was unlawful. The termination of
    any action, suit or proceeding by judgment, order, settlement, conviction, or
    upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
    presumption that the person did not act in good faith and in a manner which he
    or she reasonably believed to be in or not opposed to the best interests of the
    Corporation, and, with respect to any criminal action or proceeding, had
    reasonable cause to believe that his or her conduct was unlawful.

             The Corporation shall indemnify any person who was or is a party or is
    threatened to be made a party to any threatened, pending or completed action,
    suit or proceeding, whether civil, criminal, administrative or investigative, by
    or in the right of the Corporation to procure judgment in its favor by reason of
    the fact that the person is or was or has agreed to become a director or officer
    of the Corporation, or is or was serving at the request of the Corporation as a
    director, officer, partner, manager, trustee or in any other capacity for
    another corporation, partnership, joint venture, limited liability company,
    trust, employee benefit plan or other enterprise, or by reason of any action
    alleged to have been taken or omitted in such capacity against expenses
    (including attorneys' fees) actually and reasonably incurred by such person in
    connection with the defense or settlement of such action or suit, and except
    that no indemnification shall be made in respect of any claim, issue or matter
    as to which such person shall have been adjudged to be liable to the Corporation
    unless and only to the extent that the courts of the Marshall Islands or the
    court in which such action or suit was brought shall determine upon application
    that, despite the adjudication of liability but in view of all the circumstances
    of the case, such person is fairly and reasonably entitled to indemnity for such
    expenses which the courts of the Marshall Islands or such other court shall deem
    proper.

    Section 2. SUCCESSFUL DEFENSE. To the extent that a present or former director
    or officer of the Corporation has been successful on the merits or otherwise in
    defense of any action, suit or proceeding referred to in Section 1 of this
    Article VIII or in defense of any claim, issue or matter therein, he or she
    shall be indemnified against expenses (including attorneys' fees) actually and
    reasonably incurred by him or her in connection therewith.

    Section 3. DETERMINATION THAT INDEMNIFICATION IS PROPER. Any indemnification of
    a present or former director or officer of the Corporation under Section 1 of
    this Article VIII (unless ordered by a court) shall be made by the Corporation
    unless a determination is made that indemnification of the person is not proper
    in the circumstances because he or she has not met the applicable standard of
    conduct set forth in Section 1 of this Article VIII. Any such determination
    shall be made with respect to a person who is a director or officer at the time
    of the determination (1) by a majority vote of the directors who are not parties
    to such action, suit or proceeding, even

                                           12

    though less than a quorum, or (2) by a committee of such directors designated by
    majority vote of such directors, even though less than a quorum, or (3) if there
    are no such directors, or if such directors so direct, by independent legal
    counsel in a written opinion, or (4) by the stockholders.

    Section 4. ADVANCE PAYMENT OF EXPENSES. Unless the Board of Directors otherwise
    determines in a specific case, expenses, including attorneys' fees, incurred by
    a person who is a director or officer at the time in defending a civil or
    criminal or administrative or investigative action, suit or proceeding shall be
    paid by the Corporation in advance of the final disposition of such action, suit
    or proceeding upon receipt of an undertaking by or on behalf of the director or
    officer to repay such amount if it shall ultimately be determined that he or she
    is not entitled to be indemnified by the Corporation as authorized in this
    Article VIII. Such expenses (including attorneys' fees) incurred by former
    directors and officers may be so paid upon such terms and conditions, if any, as
    the Corporation deems appropriate. The Board of Directors may authorize the
    Corporation's legal counsel to represent a present or former director or officer
    in any action, suit or proceeding, whether or not the Corporation is a party to
    such action, suit or proceeding.

    Section 5. SURVIVAL; PRESERVATION OF OTHER RIGHTS. The foregoing indemnification
    provisions shall be deemed to be a contract between the Corporation and each
    director and officer who serves in any such capacity at any time while these
    provisions as well as the relevant provisions of the BCA are in effect and any
    repeal or modification thereof shall not affect any right or obligation then
    existing with respect to any state of facts then or previously existing or any
    action, suit, or proceeding previously or thereafter brought or threatened based
    in whole or in part upon any such state of facts. Such a contract right may not
    be modified retroactively without the consent of such director or officer.

             The rights to indemnification and advancement of expenses provided by
    this Article VIII shall not be deemed exclusive of any other rights to which a
    person seeking indemnification or advancement of expenses may be entitled under
    any bylaw, agreement, insurance policy, vote of stockholders or disinterested
    directors or otherwise, both as to action in his or her official capacity and as
    to action in another capacity while holding such office, and shall, unless
    otherwise provided when authorized or ratified, continue as to a person who has
    ceased to be a director or officer and shall inure to the benefit of the heirs,
    executors and administrators of such a person. The Corporation may enter into an
    agreement with any of its directors or officers, providing for indemnification
    and advancement of expenses, including attorneys fees, that may change, enhance,
    qualify or limit any right to indemnification or advancement of expenses created
    by this Article VIII.

    Section 6. SEVERABILITY. If this Article VIII or any portion hereof shall be
    invalidated on any ground by any court of competent jurisdiction, then the
    Corporation shall nevertheless indemnify each present or former director or
    officer as to costs, charges and expenses (including attorneys' fees), judgment,
    fines and amounts paid in settlement with respect to any action, suit or
    proceeding, whether civil, criminal, administrative or investigative, including
    an action by or in the right of the Corporation, to the fullest extent permitted
    by any applicable portion of this Article VIII that shall not have been
    invalidated and to the fullest extent permitted by applicable law.

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    Section 7. SUBROGATION. In the event of payment of indemnification to a person
    described in Section 1 of this Article VIII, the Corporation shall be subrogated
    to the extent of such payment to any right of recovery such person may have and
    such person, as a condition of receiving indemnification from the Corporation,
    shall execute all documents and do all things that the Corporation may deem
    necessary or desirable to perfect such right of recovery, including the
    execution of such documents necessary to enable the Corporation effectively to
    enforce any such recovery.

    Section 8. NO DUPLICATION OF PAYMENTS. The Corporation shall not be liable under
    this Article VIII to make any payment in connection with any claim made against
    a person described in Section 1 of this Article VIII to the extent such person
    has otherwise received payment (under any insurance policy, bylaw, agreement or
    otherwise) of the amounts otherwise payable as indemnity hereunder.

    Section 9. INSURANCE. The Corporation shall have the power to purchase and
    maintain insurance on behalf of any person who is or was a director or officer
    of the Corporation or is or was serving at the request of the Corporation as a
    director or officer against any liability asserted against such person and
    incurred by such person in such capacity whether or not the Corporation would
    have the power to indemnify such person against such liability by law or under
    the provisions of these bylaws.

    Section 10. INDEMNIFICATION OF EMPLOYEES AND AGENTS. The Corporation may, to the
    extent authorized from time to time by the Board of Directors, provide rights to
    indemnification and to the advancement of expenses to employees and agents of
    the Corporation similar to those conferred in this Article VIII to directors and
    officers of the Corporation.

                                       ARTICLE IX
                                     CORPORATE SEAL

                  FORM. The Seal of the Corporation, if any, shall be circular in
    form, with the name of the Corporation in the circumference and such other
    appropriate legend as the Board may from time to time determine.

                                        ARTICLE X
                                       FISCAL YEAR

                  FISCAL YEAR. The fiscal year of the Corporation shall be such
    period of twelve consecutive months as the Board may by resolution designate.

                                       ARTICLE XI
                                MISCELLANEOUS PROVISIONS

    Section 1. CHECKS, NOTES, ETC. All checks, drafts, bills of exchange,
    acceptances, notes or other obligations or orders for the payment of money shall
    be signed and, if so required by the Board, countersigned by such officers of
    the Corporation and other persons as the Board from time to time shall
    designate.

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            Checks, drafts, bills of exchange, acceptances, notes, obligations and
    orders for the payment of money made payable to the Corporation may be endorsed
    for deposit to the credit of the Corporation with a duly authorized depository
    by the Chairman of the Board, the President, any Vice President, the Treasurer,
    any Assistant Secretary, the Controller, any Assistant Controller and such other
    officers or persons, if any, as the Board of Directors from time to time may
    designate.

    Section 2. LOANS. No loans and no renewals of any loans shall be contracted on
    behalf of the Corporation except as authorized by the Board. When authorized so
    to do, any officer or agent of the Corporation may effect loans and advances for
    the Corporation from any bank, trust company or other institution or from any
    firm, corporation or individual, and for such loans and advances may make,
    execute and deliver promissory notes, bonds or other evidences of indebtedness
    of the Corporation. When authorized so to do, any officer or agent of the
    Corporation may pledge, hypothecate or transfer, as security for the payment of
    any and all loans, advances, indebtedness and liabilities of the Corporation,
    any and all stocks, securities and other personal property at any time held by
    the Corporation, and to that end may endorse, assign and deliver the same. Such
    authority may be general or confined to specific instances.

    Section 3. CONTRACTS. Except as otherwise provided by law or in these bylaws or
    as otherwise directed by the Board of Directors, the Chairman of the Board, the
    President, any Vice President or the Treasurer shall be authorized to execute
    and deliver, in the name and on behalf of the Corporation, all agreements,
    bonds, contracts, deeds, mortgages, security agreements and other instruments,
    either for the Corporation's own account or in a fiduciary or other capacity,
    and the seal of the Corporation, if appropriate, shall be affixed thereto by any
    of such officers or the Secretary or an Assistant Secretary. The Board of
    Directors, the Chairman of the Board, any Vice Chairman, the President or any
    Vice President designated by the Board of Directors may authorize any other
    officer, employee or agent to execute and deliver, in the name and on behalf of
    the Corporation, agreements, bonds, contracts, deeds, mortgages, security
    agreements and other instruments, either for the Corporation's own account or in
    a fiduciary or other capacity, and, if appropriate, to affix the seal of the
    Corporation thereto. The grant of such authority by the Board or any such
    officer may be general or confined to specific instances.

    Section 4. WAIVERS OF NOTICE. Whenever any notice whatever is required to be
    given by law, by the Articles of Incorporation or by these bylaws to any person
    or persons, a waiver thereof in writing or by electronic transmission by the
    person entitled to notice, whether before or after the time stated therein,
    shall be deemed equivalent thereto.

                                      ARTICLE X I
                                       AMENDMENTS

            These bylaws and any amendment thereof may be altered, amended or
    repealed, or new bylaws may be adopted, by the Board or by the holders of 66
    2/3% or more of the outstanding stock of the Corporation entitled to vote at any
    annual meeting or at any special meeting, provided, in the case of any special
    meeting, that notice of such proposed alteration, amendment, repeal or adoption
    is included in the notice of the meeting.

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