SECOND AMENDED AND RESTATED BYLAWS OF
MITCHAM INDUSTRIES, INC.
June 2, 2003
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.
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