BYLAWS
OF
CENTRAL POWER AND LIGHT COMPANY
(a Texas Corporation)
As amended July 14, 1994
INDEX
ARTICLE I OFFICES
ARTICLE II SEAL
ARTICLE III STOCK AND TRANSFERS
ARTICLE IV MEETINGS OF SHAREHOLDERS
ARTICLE V DIRECTORS
ARTICLE VI MEETINGS OF THE BOARD
ARTICLE VII OFFICERS
ARTICLE VIII COMMITTEES
ARTICLE IX INDEMNIFICATION
ARTICLE X ORDER OF BUSINESS
ARTICLE XI INSPECTION OF BOOKS
ARTICLE XII MISCELLANEOUS
ARTICLE XIII ARTICLES OF INCORPORATION
REFERENCE
ARTICLE XIV AMENDMENT
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BYLAWS
OF
CENTRAL POWER AND LIGHT COMPANY
(A Texas Corporation)
ARTICLE I
OFFICES
The Corporation shall maintain its principal office in
Corpus Christi, Texas, and may maintain offices at such other
places within or without the state as the Board of Directors may
from time to time appoint.
ARTICLE II
SEAL
The corporate seal of the Corporation shall have
inscribed thereon the name of the Corporation and the words
"Incorporated 1945 Texas", and such seal may be facsimile.
ARTICLE III
STOCK AND TRANSFERS
Section 1. Each holder of fully paid shares of stock of
the Corporation shall be entitled to a certificate or
certificates representing such shares, certifying the number of
shares owned by the shareholder and the designation of the class
of stock (and series, if any) in which issued and otherwise
complying with any applicable law. All such certificates shall
be signed by the President or a Vice President and by the
Secretary or an Assistant Secretary of the Corporation and shall
be sealed with the corporate seal of the Corporation or a
facsimile thereof. The signature of the President or Vice
President and/or the Secretary or Assistant Secretary of the
Corporation upon any such certificate may be facsimile if the
certificate is countersigned by a transfer agent or registered
by a registrar, either of which is other than the Corporation
itself or an employee of the Corporation, duly appointed by the
Board of Directors. In case any one or more of such officers of
the Corporation who has signed or whose facsimile signature or
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signatures have been placed or impressed or reproduced upon any
such certificate shall have ceased to be such officer or
officers of the Corporation before such certificate shall be
actually issued, such certificate may be issued and delivered by
the Corporation with the same effect as if he or they were such
officer or officers at the date of such issuance.
Section 2. Shares of stock may be transferred in the
manner provided by law; and the Corporation, by its officers or
agents appointed for that purpose, shall record upon the books
of the Corporation a transfer of its shares upon receipt of a
written assignment thereof, signed by the shareholder or his
legal representatives and accompanied by the surrender of the
certificate representing the shares of stock so transferred. No
transfer shall affect the right of the Corporation to pay any
dividend due upon the stock or to treat the holder of record as
the holder in fact until such transfer has been recorded upon
the books of the Corporation or until a new certificate has been
issued to the person to whom it has been transferred. If an
outstanding certificate of stock shall be lost, destroyed, or
stolen, the holder thereof may have a new certificate upon
producing evidence, satisfactory to the Board of Directors, of
such loss, destruction, or theft, and upon furnishing to the
Corporation a bond of indemnity, deemed sufficient by the Board
of Directors, to protect the Corporation against claims under
the outstanding certificate.
Section 3. The stock transfer books of the Corporation
may be closed from time to time, by order of the Board of
Directors, for a stated period not to exceed, in any case, fifty
(50) days, for the purpose of determining shareholders of the
Corporation entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, provided, however,
that 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 (10) days immediately preceding such meeting. In lieu
of closing the stock transfer books as aforesaid, the Board of
Directors may from time to time 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 fifty (50) days, and in
case of a meeting of shareholders not less than ten (10) days,
prior to the date on which the particular action requiring such
determination of shareholders is to be taken. Whenever a
determination of shareholders entitled to vote at any meeting of
shareholders has been made, as hereinabove provided, 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. If the stock transfer books shall not have been closed
and no record date shall have been 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
dividend, as hereinabove provided, 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
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case may be, shall be the record date for such determination of
shareholders.
ARTICLE IV
MEETINGS OF SHAREHOLDERS
Section 1. The annual meeting of the shareholders shall
be held on the second Thursday in April of each year, if not a
legal holiday, and if a legal holiday, then on the day
following, at the hour of 9 o'clock a.m. for the election of
directors and for the transaction of such other business as may
come before it. Such meeting shall be held at the office of the
Corporation in Corpus Christi, Texas. In case the annual
meeting shall not be duly called and held, the Secretary shall
cause a special meeting in lieu of and for the purpose of such
annual meeting and all proceedings at such special meeting shall
have the same force and effect as at an annual meeting.
Section 2. Special meetings of the shareholders may be
called by the Chairman, if there shall be one, or by the
President or by a majority of the directors and shall be called
by the Secretary upon written application of three or more
shareholders who are entitled to vote and who hold at least one-
tenth part in interest of the shares entitled to vote at the
meeting, which application shall state the time, place, and
purpose of the meeting, or in such other manner as may be
provided in Article VI of the Articles of Incorporation with
Amendments of the Corporation, or as may from time to time be
provided by statute.
Section 3. A written notice, stating the place, day,
and hour of the annual meeting shall be given by the Secretary
at least ten days and not more than fifty days before the
meeting to each shareholder entitled to vote thereat and to each
shareholder who, under the Articles of Incorporation with
Amendments or under the Bylaws, is entitled to such notice, by
delivering such notice to him or by mailing it, postage prepaid,
and addressed to such shareholder at his address as it appears
on the books of the Corporation. Like notice shall be given of
all special meetings, except in cases where other special method
of notice may be required by statute, in all which cases the
statutory method shall be followed. Notices of all meetings of
shareholders shall state the purposes for which the meetings are
called. Notice of meetings may in all cases be waived by
shareholders entitled to notice.
Section 4. At all meetings of shareholders, except as
otherwise provided in the Articles of Incorporation with
Amendments of the Corporation, a representation of the majority
of the number of shares of stock outstanding and entitled to
vote shall be necessary to constitute a quorum for the
transaction of any business, other than (a) adjournment from
time to time until a quorum shall be obtained, or (b) adjourning
sine die, and for any such adjournment a majority vote of
whatever stock shall be represented shall be sufficient.
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Section 5. At all shareholders' meetings, except as
otherwise provided in the Articles of Incorporation with
Amendments of the Corporation, holders of record of stock then
having voting power shall be entitled to one vote for each share
of stock held by them, respectively, upon any question or at any
election, and such vote may, in all cases, be given by proxy,
duly authorized in writing, and the vote of the holders of a
majority of the shares entitled to vote and represented at a
meeting at which a quorum is present shall be the act of the
shareholders unless the vote of a greater number is required by
law, the Articles of Incorporation with Amendments, or Bylaws.
ARTICLE V
DIRECTORS
Section 1. The property, business, and affairs of the
Corporation shall be managed by a Board of Directors which shall
consist of that number of directors, not less than three, as
shall be fixed from time to time by the Board of Directors or by
the shareholders at the annual or a special meeting; provided,
however, that no decrease in the number of directors shall have
the effect of shortening the term of an incumbent director.
Such directors shall be elected by the shareholders, by ballot,
at the annual meeting of shareholders, by vote of the holders of
a majority of the total number of shares of stock of the
Corporation outstanding and entitled to vote at the meeting,
present in person or represented by proxy; and each director so
elected shall hold office until the next ensuing annual election
of directors and until his successor shall be duly elected and
qualified, unless sooner displaced in the manner provided by
law. The term of any director who is an employee of the
Corporation (other than a President who retires) shall expire
concurrently with the termination of service of that director as
such an employee. Directors need not be shareholders of the
Corporation.
Section 2. Vacancies occurring in the Board of
Directors, and newly created directorships resulting from any
increase in the authorized number of directors determined
pursuant to the Bylaws, may be filled by vote of a majority of
the directors then in office, though less than a quorum, unless
otherwise provided in the Articles of Incorporation with
Amendments or by statute. A director elected to fill a vacancy
shall be elected for the unexpired term of his predecessor in
office. A directorship to be filled by reason of an increase in
the number of directors shall be 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. Unless
otherwise provided in the Articles of Incorporation with
Amendments or by statute, when one or more directors shall
resign from the Board, effective at a future date, a majority of
the remaining directors then in office, though less than a
quorum of said Board, shall have the power to fill such vacancy
or vacancies, the vote thereon to take effect when such
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resignation or resignations shall become effective; and each
director so chosen shall hold office as herein provided for the
filling of other vacancies.
Section 3. The Board of Directors may hold its meetings
and may have one or more offices, and may keep the books of the
Corporation (except such records and books as by the laws of
Texas are required to be kept within that state) outside of
Texas, at such places as they may from time to time determine.
In addition to the powers and authorities by these Bylaws
expressly conferred upon them, the Board may exercise all such
powers of the Corporation, and do all such lawful acts and
things as are not by law or by the Bylaws required to be
exercised or done by the shareholders.
Section 4. Without prejudice to the general powers
conferred by the last preceding clause, it is hereby expressly
declared that the Board of Directors shall have the following
powers, that is to say:
1. From time to time to make and change rules and
regulations, not inconsistent with these Bylaws, for the
management of the Corporation's business and affairs.
2. From time to time, as and when and upon such terms
and conditions as it may determine, to issue any part of the
authorized capital stock of the Corporation.
3. To purchase, or otherwise acquire for the
Corporation, any property, right, or privilege which the
Corporation is authorized to acquire at such price or
consideration, and generally on such terms or conditions as
it shall think fit.
4. At its discretion, to pay for any property or rights
acquired by the Corporation, either wholly or partly, in
money, stock, bonds, debentures or other securities of the
Corporation.
5. To borrow money, to create, make, and issue
mortgages, bonds, deeds of trust, trust agreements and
negotiable or transferable instruments and securities,
secured by mortgage or otherwise, and to do every other act
and thing necessary to effectuate the same, but subject
always to all requirements of law, as to the consent or
authorization of shareholders or otherwise, in respect
thereof.
6. To remove or suspend, at its discretion, any and all
officers, employees, and agents, permanently or temporarily,
as it may think fit, and to determine and fix, and from time
to time change their duties, salaries, and emoluments, and
to require security in such instances and in such amounts as
it thinks fit.
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7. To confer by resolution upon any committee or
officer of the Corporation, the power to choose, remove, or
suspend subordinate officers, employees, and agents.
8. To appoint any person or Corporation to accept and
hold in trust for the Corporation any property belonging to
the Corporation, or in which it is interested, or for any
other purpose, and to execute and do all such deeds and
things as may be requisite in relation to any such trust.
9. To determine who shall be authorized on the
Corporation's behalf to sign bills, notes, receipts,
acceptances, endorsements, checks, drafts, bonds, mortgages,
releases, contracts, and other papers and documents, subject
always to any requirements of law in respect thereof.
10. To delegate, to the extent permitted from time to
time by the laws of the State of Texas, any of the power of
the Board in the course of the current business of the
Corporation to any standing or special committee, or to any
officer, or agent, or to appoint any persons to be the
agents of the Corporation with such powers (including the
powers to sub-delegate) and upon such terms as it shall
think fit.
ARTICLE VI
MEETINGS OF THE BOARD
Section 1. Regular meetings of the Board of Directors
of the Corporation shall be held at such place and time as may
be designated from time to time by the Board. Special meetings
of the Board may be called by the Chairman, if there shall be
one, or by the President, or by a Vice President when acting as
President, or by any two directors, upon not less than two days'
notice to each director, either personally, by telephone, by
telegraph or by mail. Notice of any meeting of the Board may be
waived in writing by any director, either before or after the
meeting, and shall be deemed to have been waived by his
attendance at such meeting.
Section 2. A majority of the authorized number of
directors determined pursuant to the Bylaws shall constitute a
quorum for the transaction of business at any meeting of the
Board of Directors, but a lesser number may adjourn from time to
time until a quorum shall be obtained or may adjourn sine die.
Section 3. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the
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act of the Board of Directors unless the act of a greater number
is required by the Articles of Incorporation or the Bylaws or
law. The Board shall keep minutes of the proceedings at its
meetings.
Section 4. Directors, as such, shall receive such
compensation and expenses of attendance, if any, as may be fixed
or allowed by resolution of the Board. Nothing herein contained
shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation
therefor.
ARTICLE VII
OFFICERS
Section 1. There shall be elected by the Board of
Directors, at its first meeting (if practicable) held after the
annual election of directors in each year, a President, one or
more Vice Presidents, a Secretary, a Treasurer, a Controller,
and, if desired, one or more Assistant Secretaries, Assistant
Treasurers, and Assistant Controllers. The Board may also
provide for and elect at any time, a Chairman and such other
officers, and prescribe such duties for them, respectively, as
in the judgment of the Board may be required from time to time
to conduct the business of the Corporation. Any two or more
offices, except the offices of President and Vice President,
President and Secretary, and Chairman and any other office, may
be held by the same person. All officers elected or appointed
by the Board shall hold their respective offices, unless sooner
removed, until the first meeting of the Board held after the
next ensuing annual election of directors and until their
respective successors, willing to serve, shall have been duly
elected or appointed and qualified. Any of such officers may be
removed from their respective offices at the pleasure of the
Board.
Section 2. The Chairman of the Board, if there shall be
one, shall preside at all meetings of the stockholders and of
the Board of Directors. He shall be a member of the committees
to which he has been appointed by the Board of Directors. He
shall also have such other powers and duties as may at any time
be prescribed by these Bylaws or by the Board of Directors.
Section 3. The President shall be the chief executive
officer of the Company and have general authority over all of
the business and affairs of the Company and over all other
officers, agents and employees of the Company, subject to the
direction of the Board of Directors. He shall have general and
active management of the business and affairs of the Company,
and full authority and responsibility with respect to making
effective all resolutions of the Board of Directors. He may
execute bonds, mortgages, contracts and other instruments on
behalf of the Company, except those required by law,
governmental regulations, or indentures and other agreements of
the Company to be otherwise signed and executed or expressly
required by the Board of Directors to be executed by some other
officer or agent of the Company. He may suspend the authority
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of any other officer or officers of the Company, subject,
however, to the pleasure of the Board of Directors at its next
meeting. He shall have authority to appoint and to remove and
discharge any and all agents and employees of the Company not
elected or appointed directly by the Board of Directors. In any
absence of a Chairman of the Board he shall, if present, have
all powers and duties conferred upon the Chairman of the Board.
Section 4. The Vice President, or Vice Presidents, if
there shall be more than one, shall have such powers and duties
as may from time to time be prescribed by the Board of
Directors. In case the President, due to absence or any other
cause, shall be unable at any time to attend to the duties of
the office of President requiring attention, or in case of his
death, resignation, or removal from office, the powers and
duties of the President shall, except as the Board of Directors
may otherwise provide, temporarily devolve upon the highest
ranking Vice President able to serve, and shall be exercised by
such Vice President as acting President during such inability of
the President, or until the vacancy in the office of President
shall be filled. In case of the absence, disability, death,
resignation, or removal from office of the President and the
Vice President, the Board of Directors shall elect one of its
members to exercise the powers and duties of the President
during such absence or disability, or until the vacancy in one
of said offices shall be filled.
Section 5. The Secretary shall attend all meetings of
the shareholders and the Board of Directors, shall keep a true
and faithful record thereof in proper books to be provided for
that purpose, and shall have the custody and care of the
corporate seal, records, and minutes of shareholders' and
directors' meetings. He shall issue all notices required for
meetings of the shareholders and the Board of Directors.
Whenever requested by not less than one-third in number of the
directors constituting the whole Board to give notice for a
meeting of the Board of Directors, the Secretary shall give such
notice, as requested, and the notice shall state the names of
the directors making the request. He shall have such other
powers and duties as are commonly incidental to the office of
Secretary, or as may be prescribed for him. He shall be sworn
to the faithful discharge of his duty.
Section 6. The Treasurer shall have charge of and be
responsible for the collection, receipt, custody, and
disbursement of the funds of the Corporation, and shall deposit
its funds in the name of the Corporation in such banks, trust
companies, or safe deposit vaults as the Board of Directors may
direct. He shall have the custody of such books, receipted
vouchers, and other books and papers as in the practical
business operations of the Corporation shall naturally belong in
the office or custody of the Treasurer, or shall be placed in
his custody by the Board of Directors, by the Chairman, by the
President, or by a Vice President when acting as President. He
shall also have charge of the safekeeping of all stocks, bonds,
mortgages and other securities belonging to the Corporation,
except his own bond; but such stocks, bonds, mortgages, and
other securities shall be deposited for safekeeping in a safe
deposit vault to be approved by the Board of Directors, in a box
or boxes, access to which shall be had as may be provided by
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resolution of the Board of Directors. He shall have such other
powers and duties as are commonly incidental to the office of
Treasurer, or as may be prescribed for him. He may be required
to give bond to the Corporation for the faithful discharge of
his duties in such form and to such amount and with sureties as
shall be determined by the Board of Directors.
Section 7. The Controller shall be responsible for the
installation and supervision of all accounting records of the
Corporation, the preparation and interpretation of the financial
statements and reports of the Corporation, and maintenance of
appropriate and adequate records of authorized appropriations,
and the determination that all sums expended pursuant to such
appropriations are properly accounted for, and the ascertainment
currently that all financial transactions authorized or approved
by the Board of Directors are properly executed and recorded.
The Controller shall also have (a) direction of the accounting
system and the functional supervision over the records of other
departments of the Corporation pertaining to revenues, expenses,
moneys, securities, properties, and other assets of the
Corporation, (b) custody of all books and records of account and
other papers relating to the accounts of the Corporation, except
such books and records as, in the normal course of business of
the Corporation, shall normally or ordinarily belong in the
custody of the Treasurer of the Corporation or as shall be
placed in the custody of the Treasurer or other personnel by the
Board of Directors, the President, or any Vice President when
acting as President, (c) authority to establish or approve
accounting practices and procedures required or deemed necessary
to assure compliance with the accounting rules, regulations, or
orders of governmental authorities having jurisdiction, (d)
access to all papers and records of the Corporation relating to
its properties and other assets, revenues, and expenses, and (e)
such other powers and duties as are commonly incidental to the
office of Controller, or as may be prescribed for him. The
Controller may be required to give bond to the Corporation for
the faithful discharge of his duties, in such form and in such
amount, and with such sureties, if any, as shall be determined
by the Board of Directors.
Section 8. Assistant Secretaries or Assistant
Treasurers or Assistant Controllers shall assist the Secretary,
the Treasurer, and the Controller, respectively, as the case may
be, in the performance of the respective duties of such
principal officers; and in case of the absence, disability,
death, resignation, or removal from office of any such principal
officer, the powers and duties of such principal officer shall,
except as otherwise ordered by the Board of Directors,
temporarily devolve upon his assistant or senior assistant if
there shall be more than one. Such Assistants shall also
perform such other duties as may be assigned to them from time
to time.
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ARTICLE VIII
COMMITTEES
Section 1. The Board of Directors may from time to time
appoint, by resolution passed by a majority of the whole Board,
standing or special committees, each consisting of one or more
directors, each committee to have such powers, permitted by law,
as the Board may determine.
Section 2. Meetings of a committee may be called by the
chairman of the committee, by any two members of a committee
consisting of two or more members, by any sole member of a
committee or by the President. Notice of each committee
meeting, stating the date, hour and place at which it will be
held, shall be given to each member of the committee personally,
by telephone, by telegraph or by mail, at least two days before
the day of such meeting. A majority of the members of a
committee shall constitute a quorum for the transaction of
business at any meeting thereof, but a lesser number may adjourn
the meeting from time to time until a quorum is obtained or may
adjourn sine die. A majority vote of those present at a meeting
of a committee at which a quorum is present shall be decisive of
all questions before the meeting.
Section 3. In the absence or disqualification of any
member of a committee, the remaining member or members present
at a meeting and not disqualified from voting, whether or not
constituting a quorum, may appoint another Director to act at
such meeting in the place of such absent or disqualified member.
Section 4. Notice to a director of any committee
meeting may be waived in writing by such director, either before
or after the meeting, and shall be deemed to have been waived by
his attendance at the meeting.
Section 5. In accordance with the foregoing provisions
of these Bylaws, the following committees are hereby
established:
AUDIT COMMITTEE
a. The Audit Committee of the Central Power and Light
Company Board of Directors shall be composed of all
directors of the Company who are not presently or formerly
officers or employees of this Company or its affiliates.
b. The Audit Committee shall have such responsibilities
and powers, permitted by law, as the Board may determine
from time-to-time by resolution passed by a majority of the
whole Board.
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NOMINATING COMMITTEE
a. The Nominating Committee of the Central Power and
Light Company Board of Directors shall be composed of all
directors who are not presently or formerly officers or
employees of the Company or its affiliates, except that the
Chief Executive Officer of the Company shall be an ex
officio member of the Committee.
b. The Nominating Committee shall:
1. Seek out and recommend to the Board of Directors
qualified candidates for election to the Board when, under
Article V of the Bylaws of the Company, a vacancy exists or
a new directorship is created;
2. Have and exercise all other powers as it shall deem
necessary for the performance of its duties.
ARTICLE IX
INDEMNIFICATION
Section 1. 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 such person 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 of another corporation,
joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such 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 is not determined by the Board to have been
guilty of misconduct in the performance of his or her duty to
the Corporation. Provided, however, that no person shall be
indemnified for amounts paid in settlement, unless the terms and
conditions of such settlement have been consented to by the
Corporation. And further provided that with respect to any
criminal action or proceeding, such person had no reasonable
cause to believe that 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 such
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conduct was unlawful; provided, however, that no indemnity
prohibited by law shall be made.
Section 2. 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 or suit by or in the
right of the Corporation to procure a judgment in its favor by
reason of the fact that such person 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 of another
corporation, joint venture, trust or other enterprise, against
expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or
settlement of such action or suit if such 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. Provided
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 for misconduct in the performance of his or her
duty to the Corporation unless and only to the extent that a
District Court of the State of Texas 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
Court of Chancery or such other court shall deem proper; and
further provided that no indemnity prohibited by law shall be
made.
Section 3. The Corporation may indemnify, to the same
extent as hereinabove provided, any person who is or was an
employee or agent of the Corporation, or is or was serving at
the request of the Corporation as an employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise. Any indemnification under this Section 3 shall be
made only upon the authorization of the Board of Directors,
which may occur at any time prior to, during, or after final
judgment or order, in any action, suit or proceeding to which
such person is or is threatened to be made a party. No right to
such indemnification is created by this Section 3.
Section 4. Any indemnification under Sections 1, 2 and
3 (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent
is proper in the circumstances because such person has met the
applicable standard of conduct set forth in Sections 1 and 2.
Such determination shall be made (i) by the Board of Directors
by majority vote of a quorum consisting of directors who were
not parties to such action, suit or proceeding, or (ii) if such
a quorum is not obtainable, or, even if obtainable, by
independent legal counsel in a written opinion, if a quorum of
disinterested directors so directs, or (iii) by the
stockholders.
Section 5. Expenses incurred by an officer or director
in defending a civil or criminal action, suit or proceeding may
be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding as authorized by the Board of
Directors in the specific case upon receipt of an undertaking by
or on behalf of such director, or officer, to repay such amount
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unless it shall ultimately be determined that such person is
entitled to be indemnified by the Corporation as authorized in
this Article. Such expenses incurred by other employees and
agents with respect to which indemnification is claimed
hereunder may also be advanced upon such terms and conditions,
if any, as the Board of Directors deems appropriate.
Section 6. The Corporation may, as authorized by the
Board of Directors, purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against such person
and incurred by him or her in any such capacity, or arising out
of this status as such, whether or not the Corporation would
have the power to indemnify such person against such liability
under the provisions of this Article.
Section 7. Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Corporation
pursuant to the foregoing provisions of this Article or the laws
of the State of Texas, in the event any claim for
indemnification against such liabilities (other than for the
payment by the Corporation of expenses, including attorneys'
fees, actually and reasonably incurred by a director, officer or
controlling person of the Corporation in the successful defense
of any action, suit or proceeding) is asserted against the
Corporation by such director, officer or controlling person in
connection with the registration of any security under the
Securities Act of 1933, the Corporation will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to court of appropriate
jurisdiction the question whether such indemnification by the
Corporation is against public policy as expressed by the
Securities Act of 1933 and will be governed by the final
adjudication of such issue.
Section 8. Each person who is or was or had agreed to
become a Director, officer, employee or agent of the
Corporation, or each such person who is or was serving or had
agreed to serve at the request of the Board of Directors or an
officer of the Corporation as an employee or agent of the
Corporation or as a Director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise (including the heirs, executors, administrators or
estate of such person), shall be indemnified (including, without
limitation, the advancement of expenses and payment of all loss,
liability and expenses) by the Corporation to the full extent
permitted by the Texas Business Corporation Act or any other
applicable laws as presently in effect or as may hereafter be
amended (but in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide
broader indemnification rights than said laws permitted the
Corporation to provide prior to such amendment); provided
however, that no person shall be indemnified for amounts paid in
settlement unless the terms and conditions of such settlement
have been consented to by the Corporation and provided further
than no indemnification for employees or agents of the
Corporation (other than Directors and officers) will be made
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without the express authorization of the Corporation's Board of
Directors.
ARTICLE X
ORDER OF BUSINESS AT DIRECTORS MEETINGS
Section 1. The order of business at meetings of the
Board of Directors shall be determined by the Chairman, if there
shall be one and he shall be present, or by the President or
other person acting as Chairman of the meeting, unless otherwise
ordered by the Board.
ARTICLE XI
INSPECTION OF BOOKS
Section 1. The directors shall determine from time to
time whether, and if allowed, when and under what conditions and
regulations the accounts and books of the Corporation (except
such as may by statute be specifically open to inspection), or
any of them, shall be open to inspection by the shareholders,
and the shareholders' rights in this respect are and shall be
restricted and limited accordingly, except as otherwise provided
by law.
ARTICLE XII
MISCELLANEOUS
Section 1. No debts shall be contracted by or on behalf
of the Corporation, except for current expenses incurred in the
ordinary course of business, unless authorized or approved by
the Board of Directors or by the Chairman, if there shall be
one, or by the President or a Vice President when acting
pursuant to authority or approval granted by the Board of
Directors. No bills shall be paid by the Corporation unless
audited and approved by the Controller, or individual(s) he may
designate, to audit and approve bills for payment.
Section 2. The dividends on the preferred stock, if
declared, shall be payable on the dates as provided in the
Articles of Incorporation with Amendments. All dividends
declared upon the Common Stock shall be payable at such times as
may be fixed by the Board of Directors. Before paying any
dividend or making any distribution of profits, there shall be
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set aside out of the surplus or net profits of the Corporation,
such sum or sums as the Board of Directors may from time to
time, in their absolute discretion, think proper as a reserve
fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for
such other purpose as the Board shall think conducive to the
interests of the Corporation.
Section 3. The calendar year shall be the fiscal year
of the Corporation.
ARTICLE XIII
Section 1. The Articles of Incorporation with
Amendments, as amended from time to time, are incorporated
herein by reference and shall govern as to the provisions
thereof, notwithstanding any provision herein to the contrary.
ARTICLE XIV
Section 1. These Bylaws may be altered, amended or
rescinded by vote of a majority of the shareholders having
voting power at any annual meeting or at any special meeting of
said shareholders called for the purpose and, if and to the
extent permitted by law, may also be altered, amended or
rescinded by the Board of Directors.